Article 816-10Keeping and Inspection of Documents Related to Partial Share Exchange
第八百十六条の十(株式交付に関する書面等の備置き及び閲覧等)
A parent company resulting from a partial share exchange must prepare a document or electronic or magnetic record in which it details or records the number of shares of the subsidiary company resulting from a partial share exchange acquired by the parent company resulting from a partial share exchange as a result of the partial share exchange and other information prescribed by Ministry of Justice Order as information related to the partial share exchange , after the effective day without delay.
A parent company resulting from a partial share exchange must keep the document or electronic or magnetic record referred to in the preceding paragraph at its head office for six months from the effective day.
The shareholders of the parent company resulting from a partial share exchange (in cases other than cases where the monies, etc. (excluding the shares of the parent company resulting from a partial share exchange) to be delivered to the transferors of shares and share options, etc. of the subsidiary company resulting from a partial share exchange from the partial share exchange are limited to those prescribed by Ministry of Justice Order as being equivalent to shares in the parent company resulting from a partial share exchange, shareholders and creditors) may make the following requests to the parent company resulting from a partial share exchange at any time during its business hours; provided, however, that the fees designated by relevant parent company resulting from a partial share exchange are required to be paid in order to submit the requests set forth in items (ii) or (iv):
a request to inspect the documents referred to in the preceding paragraph;
前項の書面の閲覧の請求
a request to receive a transcript or extract of the documents referred to in the preceding paragraph;
前項の書面の謄本又は抄本の交付の請求
a request to inspect anything recorded pursuant to the preceding paragraph in electronic or magnetic records, in accordance with methods prescribed by Ministry of Justice Order;
a request to be provided with the information recorded in an electronic or magnetic record as referred to in the preceding paragraph by an electronic or magnetic means that the parent company resulting from a partial share exchange has designated, or a request to be issued a document showing that information.
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partial share exchange
「株式交付」
A stock company's acquiring shares of another stock company to make it a subsidiary, handing its own shares to the sellers in exchange; unlike a share exchange, it need not acquire all of them.
Defined inArticle 2, paragraph (1), item (xxxii-2)· applies throughout the law
electronic or magnetic means
「電磁的方法」
A method that uses an electronic data processing system or other information and communications technology, of a kind set by Ministry of Justice Order (法務省令).
Defined inArticle 2, paragraph (1), item (xxxiv)
electronic or magnetic record
「電磁的記録」
A record made in electronic, magnetic or any other form people cannot perceive directly, of a kind that Ministry of Justice Order (法務省令) specifies as used in computer processing.
Defined inArticle 26, paragraph (2)
monies, etc.machine translation
「金銭等」
Money and any other property.
Defined inArticle 151, paragraph (1)
subsidiary company resulting from a partial share exchangemachine translation
「株式交付子会社」
The stock company whose shares a parent company acquires in a partial share exchange.
Defined inArticle 774-3, paragraph (1), item (i)
parent company resulting from a partial share exchangemachine translation
「株式交付親会社」
The stock company that carries out a partial share exchange, acquiring another stock company's shares in exchange for its own.
Defined inArticle 774-3, paragraph (1), item (i)
share options, etc.
「新株予約権等」
The share options and bonds with share options of the subsidiary in a partial share exchange (where one company pays with its own shares to make another its subsidiary), which the parent company may acquire along with the subsidiary's shares.
Short name set inArticle 774-3, paragraph (1), item (vii)
effective day
「効力発生日」
The day on which the corporate action in question takes effect, such as a share consolidation, business transfer, entity conversion, merger, company split, share exchange or partial share exchange.
Short name set inArticle 816-2, paragraph (1)· applies only in this section