Article 844Effects of a Judgment of Invalidation of a Share Exchange or Share Transfer
第八百四十四条（株式交換又は株式移転の無効判決の効力）
If a judgment upholding a claim relating to an action seeking invalidation of a share exchange or share transfer of a stock company has become final and binding, if the stock company acquiring all of the issued shares (hereinafter referred to as the "former wholly owning parent company" in this Article) of the stock company effecting the share exchange or share transfer (hereinafter referred to as the "former wholly owned subsidiary company" in this Article) has delivered the shares of the former wholly owning parent company (hereinafter referred to as the "shares of the former wholly owning parent company" in this Article) at the time of the share exchange or share transfer, the former wholly owning parent company must deliver to holders of the shares of the former wholly owning parent company as of the time relevant judgment became final and conclusive the shares of the former wholly owned subsidiary company (hereinafter referred to as the "shares of the former wholly owned subsidiary company" in this Article) that had been held, at the time of the share exchange or share transfer, by the persons who received delivery of the shares of the former wholly owning parent company. In these cases, when relevant former wholly owning parent company is a share certificate-issuing company, the former wholly owning parent company may request relevant shareholders to return the old share certificates representing relevant shares of the former wholly owning parent company in exchange for the delivery of relevant shares of the former wholly owned subsidiary company.
株式会社の株式交換又は株式移転の無効の訴えに係る請求を認容する判決が確定した場合において、株式交換又は株式移転をする株式会社（以下この条において「旧完全子会社」という。）の発行済株式の全部を取得する株式会社（以下この条において「旧完全親会社」という。）が当該株式交換又は株式移転に際して当該旧完全親会社の株式（以下この条において「旧完全親会社株式」という。）を交付したときは、当該旧完全親会社は、当該判決の確定時における当該旧完全親会社株式に係る株主に対し、当該株式交換又は株式移転の際に当該旧完全親会社株式の交付を受けた者が有していた旧完全子会社の株式（以下この条において「旧完全子会社株式」という。）を交付しなければならない。この場合において、旧完全親会社が株券発行会社であるときは、当該旧完全親会社は、当該株主に対し、当該旧完全子会社株式を交付するのと引換えに、当該旧完全親会社株式に係る旧株券を返還することを請求することができる。
In the cases prescribed in the first sentence of the preceding paragraph, pledges on the shares of the former wholly owning parent company are effective with respect to the shares of the former wholly owned subsidiary company.
When the pledgees with respect to the pledges set forth in the preceding paragraph are registered pledgees of shares, the former wholly owning parent company must, without delay after the judgment set forth in paragraph (1) became final and binding, notify the former wholly owned subsidiary company of the matters set forth in the items of Article 148 regarding relevant registered pledgees of shares.
A former wholly owned subsidiary company that has received a notice under the provisions of the preceding paragraph must, when it enters or records in the shareholder register the information required to be entered in the shareholder register in connection with the shares underlying the pledges of the registered pledgees of shares referred to in that paragraph, immediately enter or record in the shareholder register the information set forth in the items of Article 148 regarding relevant registered pledgees of shares.
In the cases prescribed in paragraph (3), when the former wholly owned subsidiary company set forth in that paragraph is a share certificate-issuing company, the former wholly owning parent company must deliver the share certificates representing the shares of the former wholly owned subsidiary company referred to in paragraph (2) to its registered pledgees of shares;provided, however, that this does not apply until the old share certificates representing the former wholly owning subsidiary company are submitted if the shareholders referred to in the first sentence of paragraph (1) must submit relevant old share certifications in order to acquire the shares of the former wholly owned subsidiary company.