In cases of effecting a consolidation-type merger, etc. (excluding the following cases), dissenting shareholders may demand that the disappearing stock company, etc. purchase, at a fair price, the shares that they hold:
in cases prescribed in Article 804, paragraph (2); and
第八百四条第二項に規定する場合
in cases prescribed in Article 805.
第八百五条に規定する場合
The "dissenting shareholders" provided for in the preceding paragraph means the shareholders provided for in the following items:
前項に規定する「反対株主」とは、次に掲げる株主をいう。
shareholders who gave notice to relevant disappearing stock company, etc. to the effect that they dissented from relevant consolidation-type merger, etc. prior to the shareholders meeting set forth in Article 804, paragraph (1) (if a resolution at a general meeting of class shareholders is required to effect the consolidation-type merger, etc., including relevant general meeting of class shareholders) and who dissented from relevant consolidation-type merger, etc. at the relevant shareholders meeting (limited to those who can exercise voting rights at relevant shareholders meeting); and
shareholders who are unable to exercise voting rights at the relevant shareholders meeting.
当該株主総会において議決権を行使することができない株主
A disappearing stock company, etc. must notify its shareholders that it will effect a consolidation-type merger, etc. and the trade names and addresses of the companies disappearing in the consolidation-type merger, the company splitting in the incorporation-type split, or the wholly owned subsidiary company resulting from a share transfer (hereinafter referred to as the "disappearing company, etc." in this Section) and the incorporated company, within two weeks from the day of the resolution at the shareholders meeting referred to in Article 804, paragraph (1);provided, however, that this does not apply in the cases set forth in the items of paragraph (1).
A public notice may be substituted for the notice under the provisions of the preceding paragraph.
前項の規定による通知は、公告をもってこれに代えることができる。
To make a demand under the provisions of paragraph (1) (hereinafter referred to as the "exercise of appraisal rights" in this division) a dissenting shareholder must indicate the number of shares with regard to which the shareholder is exercising the appraisal rights (or, for a company with classes shares, the classes of the shares and the number of shares for each class), within twenty days from the day of the notice under the provisions of paragraph (3) or the public notice under the preceding paragraph.
When intending to exercise appraisal rights on shares for which share certificates have been issued, shareholders of those shares must submit the share certificates representing those shares to the disappearing stock company, etc.;provided, however, that this does not apply to a person who makes a demand pursuant to the provisions of Article 223 with respect to those share certificates.
Shareholders exercising appraisal rights may withdraw their demands for appraisal only with the approval of the disappearing stock company, etc.
The demands of the shareholders exercising appraisal rights lose effect if the consolidation-type merger, etc. is cancelled.
The provisions of Article 133 do not apply to shares for the exercise of appraisal rights.