In the following cases, if shareholders of the surviving stock company, etc. are likely to suffer disadvantages, shareholders of the surviving stock company, etc. may demand the surviving stock company, etc. to cease an absorption-type merger, etc.;provided, however, that this does not apply to cases prescribed in the main clause of paragraph (2) of the preceding Article (excluding the cases set forth in the items of Article 795, paragraph (2) and the cases prescribed in the proviso to paragraph (1) or paragraph (3) of the preceding Article):
if the absorption-type merger, etc. violates laws and regulations or the articles of incorporation; or
当該吸収合併等が法令又は定款に違反する場合
if prescribed in the main clause of paragraph (1) of the preceding Article, when the matters set forth in Article 749, paragraph (1), item (ii) or (iii), Article 758, item (iv), or Article 768, paragraph (1), item (ii) or (iii) are extremely improper in light of the financial status of the surviving stock company, etc. or disappearing company, etc.
前条第一項本文に規定する場合において、第七百四十九条第一項第二号若しくは第三号、第七百五十八条第四号又は第七百六十八条第一項第二号若しくは第三号に掲げる事項が存続株式会社等又は消滅会社等の財産の状況その他の事情に照らして著しく不当であるとき。
Read this with the articles around it
absorption-type merger, etc.
「吸収合併等」
An absorption-type merger, an absorption-type company split or a share exchange.
Short name set inArticle 782, paragraph (1)· applies only in this section
surviving stock company, etc.
「存続株式会社等」
A stock company that survives an absorption-type merger, takes over business in an absorption-type company split, or becomes the wholly owning parent company in a share exchange.
Short name set inArticle 794, paragraph (1)· applies only in this division
disappearing company, etc.
「消滅会社等」
In an absorption-type merger, an absorption-type company split or a share exchange, the company merged away, the company splitting off its business, or the company becoming a wholly owned subsidiary.
Short name set inArticle 796, paragraph (1)· applies only in this division
articles of incorporation
定款
A company's own basic rules, written by its founders when it is formed: at least its purpose, its trade name, where its head office is, the value of the property contributed at incorporation and who the founders are (Companies Act, Article 27). A stock company's must be certified by a notary before it takes effect (Article 30, paragraph (1)), and can later be changed by a resolution of the shareholders meeting (Article 466). Many rules in the Act apply "unless the articles of incorporation provide otherwise", so a company's articles decide a great deal of how the Act applies to it.
Written by AI using Companies Act, Arts. 26, 27, 30, 466, 575 as a reference.