In the case of a partial share exchange, dissenting shareholders may demand that the parent company resulting from a partial share exchange purchase, at a fair price, the shares that they hold;provided, however, that this does not apply in the cases prescribed in the main clause of Article 816-4, paragraph (1) (excluding the cases prescribed in the proviso to the same paragraph or the provisions of paragraph (2) of that Article).
The dissenting shareholders provided for in the preceding paragraph means the shareholders provided for in each of the following items in the cases set forth in the same items:
前項に規定する「反対株主」とは、次の各号に掲げる場合における当該各号に定める株主をいう。
if a resolution at a shareholders meeting (including a general meeting of class shareholders) is required to effect the partial share exchange: the following shareholders:
shareholders who gave notice to relevant parent company resulting from a partial share exchange to the effect that they dissented from relevant partial share exchange prior to relevant shareholders meeting and who dissented from relevant partial share exchange at relevant shareholders meeting (limited to those who can exercise voting rights at relevant shareholders meetings);
shareholders who cannot exercise voting rights at relevant shareholders meetings.
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
cases other than the one set forth in the preceding item:all shareholders.
前号に掲げる場合以外の場合 全ての株主
A parent company resulting from a partial share exchange must notify shareholders that it will effect a partial share exchange and the trade name and address of the subsidiary company resulting from a partial share exchange by twenty days before the effective day.
A public notice may be substituted for the notice pursuant to the provisions of the preceding paragraph in the following cases:
次に掲げる場合には、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。
if the parent company resulting from a partial share exchange is a public company; or
if the parent company resulting from a partial share exchange receives approval for the partial share exchange by resolution at a shareholders meeting under Article 816-3, paragraph (1).
株式交付親会社が第八百十六条の三第一項の株主総会の決議によって株式交付計画の承認を受けた場合
To make a demand under the provisions of paragraph (1) (hereinafter in this Section referred to as the "exercise of appraisal rights"), a dissenting shareholder must indicate the number of shares with regard to which the shareholder is exercising appraisal rights (or, for a company with class shares, the classes of the shares and the number of shares for each class), between twenty days prior to the effective day and the day immediately preceding the effective day.
When intending to exercise appraisal rights related to the shares for which share certificates have been issued, a shareholder of relevant shares must submit the share certificates representing those shares to the parent company resulting from a partial share exchange;provided, however, that this does not apply to a person who makes a request pursuant to the provisions of Article 223 concerning relevant share certificates.
Shareholders exercising appraisal rights may withdraw their demands for appraisal only with the approval of the parent company resulting from a partial share exchange.
The demands of the shareholders exercising appraisal rights lose effect if the partial share exchange is canceled.
The provisions of Article 133 do not apply to shares for the exercise of appraisal rights.