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 shares of the former wholly owning parent company are submitted if the shareholders referred to in the first sentence of paragraph (1) must submit relevant old share certificates in order to acquire the shares of the former wholly owned subsidiary company.
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share exchange
「株式交換」
A stock company's having all of its issued shares acquired by another existing stock company or limited liability company, which becomes its sole owner.
Defined inArticle 2, paragraph (1), item (xxxi)· applies throughout the law
issued shares
「発行済株式」
The shares a stock company has issued.
Defined inArticle 2, paragraph (1), item (xxxi)
share transfer
「株式移転」
One or more stock companies having all of their issued shares acquired by a newly formed stock company, which becomes their sole owner.
Defined inArticle 2, paragraph (1), item (xxxii)· applies throughout the law
share certificate-issuing company
「株券発行会社」
A stock company whose articles of incorporation provide that it issues share certificates for its shares (for a company with class shares, for shares of every class).
Defined inArticle 117, paragraph (7)
information required to be entered in the shareholder registermachine translation
「株主名簿記載事項」
The details a stock company must enter in its shareholder register, such as each shareholder's name and address, the number of shares they hold and when they acquired them.
Short name set inArticle 121, paragraph (1)
registered pledgee of shares
「登録株式質権者」
A person holding a pledge over shares who is entered as pledgee in the company's shareholder register.
Short name set inArticle 149, paragraph (1)
old share certificatesmachine translation
「旧株券」
Share certificates for shares that have lost effect because a court declared their issue, or a similar corporate action, void; the company may ask holders to hand them back in exchange for what it must pay or return.
Defined inArticle 840, paragraph (1)· applies only in this section
former wholly owned subsidiary companymachine translation
「旧完全子会社」
The company whose shares were all acquired by another company in a share exchange or share transfer that a court has since declared void.
Short name set inArticle 844, paragraph (1)· applies only in this article
shares of the former wholly owned subsidiary companymachine translation
「旧完全子会社株式」
The shares of the former wholly owned subsidiary company that its shareholders gave up in a share exchange or share transfer later declared void, and which the former parent must hand back.
Short name set inArticle 844, paragraph (1)· applies only in this article
former wholly owning parent companymachine translation
「旧完全親会社」
The company that acquired all the shares of another company in a share exchange or share transfer that a court has since declared void.
Short name set inArticle 844, paragraph (1)· applies only in this article
shares of the former wholly owning parent companymachine translation
「旧完全親会社株式」
The shares of the former wholly owning parent company handed out in a share exchange or share transfer later declared void, in return for which that parent must give back the subsidiary's shares.
Short name set inArticle 844, paragraph (1)· applies only in this article