Article 179-5Keeping and Inspection of Documents Related to the Demand for Share Cash-Out
第百七十九条の五（株式等売渡請求に関する書面等の備置き及び閲覧等）
A subject company must keep documents detailing the following information, or electronic or magnetic records in which the information has been recorded, at its head office for the period from the day of notice pursuant to the provisions of paragraph (1), item (i) of the preceding Article or the day of public notice under paragraph (2) of the same Article, whichever comes first, until the day when six months elapse after the acquisition day (if the subject company is not a public company, one year after the acquisition day):
name and address of the special controlling shareholder;
特別支配株主の氏名又は名称及び住所
matters set forth in the items of Article 179-2, paragraph (1);
第百七十九条の二第一項各号に掲げる事項
the fact that approval under Article 179-3, paragraph (1) is granted; and
第百七十九条の三第一項の承認をした旨
beyond what is set forth in the preceding three items, matters prescribed by Ministry of Justice Order.
前三号に掲げるもののほか、法務省令で定める事項
Shareholders, etc. subject to the cash-out may make the following requests to the subject company at any time during its business hours; provided, however, that the cost specified by the subject company must be paid for making a request set forth in items (ii) or (iv):
a request to inspect documents under the preceding paragraph;
前項の書面の閲覧の請求
a request for a transcript or extract of documents under 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 that is used in a manner prescribed by Ministry of Justice Order to display the information recorded in an electronic or magnetic record as referred to in the preceding paragraph; and
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 subject company has designated, or a request to be issued a document showing that information.
Article 179-6Withdrawal of Demand for Share Cash-Out
第百七十九条の六（株式等売渡請求の撤回）
After obtaining the approval under Article 179-3, paragraph (1), a special controlling shareholder may withdraw the demand for share, etc. cash-out for all shares, etc. subject to the cash-out only if the approval of the subject company is obtained by the day before the acquisition day.
A company with board of directors must make a determination as to whether or not to approve under the preceding paragraph by a resolution of the board of directors meeting.
When a subject company makes a determination as to whether or not to approve under paragraph (1), it must notify the special controlling shareholder content of relevant determination.
When the subject company grants approval under paragraph (1), it must notify shareholders, etc. subject to the cash-out of the fact that the approval is granted without delay.
The notice pursuant to the provisions of the preceding paragraph may be substituted by a public notice.
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。
When a subject company makes a notice pursuant to the provisions of paragraph (4) or a notice under the preceding paragraph, the demand for share, etc. cash-out is deemed to be withdrawn for all of shares, etc. subject to the cash-out.
The cost of the notice pursuant to the provisions of paragraph (4) or the public notice under paragraph (5) is paid by the special controlling shareholder.
The provisions of the preceding paragraphs apply mutatis mutandis to cases of withdrawing only the demand for share option cash-out. In this case, the phrase "shareholders, etc. subject to the cash-out" in paragraph (4) is deemed to be replaced with "share option holders subject to the cash-out".
Article 179-7Demand to Cease Acquisition of Shares Subject to the Cash-Out
第百七十九条の七（売渡株式等の取得をやめることの請求）
In the following cases, if a shareholder subject to the cash-out is likely to suffer any disadvantages, the shareholder subject to the cash-out may demand to a special controlling shareholder to cease acquisition of all shares, etc. subject to the cash-out related to the demand for share, etc. cash-out:
if the demand for share, etc. cash-out violates the laws and regulations;
株式売渡請求が法令に違反する場合
if a subject company violates the provisions of Article 179-4, paragraph (1), item (i) (limited to the portion relating to the notice to shareholders subject to the Cash-Out) or Article 179-5; and
対象会社が第百七十九条の四第一項第一号（売渡株主に対する通知に係る部分に限る。）又は第百七十九条の五の規定に違反した場合
if the matters set forth in Article 179-2, paragraph (1), item (ii) or (iii) are extremely unfair according to financial status of the subject company or other circumstances.
第百七十九条の二第一項第二号又は第三号に掲げる事項が対象会社の財産の状況その他の事情に照らして著しく不当である場合
In the following cases, if a share option holder subject to the cash-out is likely to suffer any disadvantages, the share option holder subject to the cash-out may demand that the special controlling shareholder cease acquisition of all of shares, etc. subject to the cash-out related to the demand for share, etc. cash-out:
if the demand for share option cash-out violates the laws and regulations;
新株予約権売渡請求が法令に違反する場合
if a subject company violates the provisions of Article 179-4, paragraph (1), item (i) (limited to the portion relating to the notice to share option holder subject to the cash-out) or Article 179-5; and
対象会社が第百七十九条の四第一項第一号（売渡新株予約権者に対する通知に係る部分に限る。）又は第百七十九条の五の規定に違反した場合
if the matters set forth in Article 179-2, paragraph (1), item (iv), (b) or (c) are extremely unfair according to the financial status of the subject company or other circumstances.
第百七十九条の二第一項第四号ロ又はハに掲げる事項が対象会社の財産の状況その他の事情に照らして著しく不当である場合
Article 179-8Petition to Determine the Sale Price
第百七十九条の八（売買価格の決定の申立て）
If a demand for shares, etc. cash-out is made, shareholders, etc. subject to the cash-out may file a petition for the court to determine the sale price of their shares, etc. subject to the cash-out, between twenty days prior to the acquisition day and the day immediately preceding the acquisition day.
A special controlling shareholder must also pay interest on the sale price determined by the court at the statutory interest rate from and including the acquisition day.
A special controlling shareholder may pay to shareholders, etc. subject to the cash-out the amount that relevant special controlling shareholder considers to be a fair sale price until the determination of the sale price of the shares, etc. subject to the cash-out is made.
Article 179-9Acquisition of Shares Subject to the Cash-Out
第百七十九条の九（売渡株式等の取得）
A special controlling shareholder who has made a demand for share, etc. cash-out acquires all of the shares, etc. subject to the cash-out on the acquisition day.
If shares, etc. subject to the cash-out that a special controlling shareholder acquired pursuant to the provisions of the preceding paragraph are shares with restriction on transfer or share options with restriction on transfer (meaning the share options with restriction on transfer prescribed in Article 243, paragraph (2), item (ii)), it is deemed that the subject company determined to grant an approval under Article 137, paragraph (1) or Article 263, paragraph (1) with respect to the fact that the special controlling shareholder acquires the shares, etc. subject to the cash-out.
前項の規定により特別支配株主が取得した売渡株式等が譲渡制限株式又は譲渡制限新株予約権（第二百四十三条第二項第二号に規定する譲渡制限新株予約権をいう。）であるときは、対象会社は、当該特別支配株主が当該売渡株式等を取得したことについて、第百三十七条第一項又は第二百六十三条第一項の承認をする旨の決定をしたものとみなす。
第百七十九条の十（売渡株式等の取得に関する書面等の備置き及び閲覧等）
A subject company must prepare a document or an electronic or magnetic record in which it details or records the number of shares, etc. subject to the cash-out that a special controlling shareholder acquired by the demand for shares, etc. cash-out and other information prescribed by Ministry of Justice Order as information related to the acquisition of shares, etc. subject to cash out related to the demand for shares, etc. cash-out, after the acquisition day without delay.
A subject company must keep the document or electronic or magnetic record referred to in the preceding paragraph at its head office for six months from the acquisition day (if the subject company is not a public company, one year after the acquisition day).
A person who is a shareholder, etc. subject to the cash-out on the acquisition day may make the following requests to a subject company at any time during its business hours; provided, however, that the cost specified by the subject company must be paid for making a request set forth in items (ii) or (iv):
a request to inspect documents under the preceding paragraph;
前項の書面の閲覧の請求
a request for a transcript or extract of documents under 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 that is used in a manner prescribed by Ministry of Justice Order to display the information recorded in an electronic or magnetic record as referred to in the preceding paragraph; and
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 subject company has designated, or a request to be issued a document showing that information.