With regard to the actions set forth in the following items (hereinafter collectively referred to as an "action concerning organization of company" in this Section), the persons specified in each of those items are to be the defendant:

①An action concerning organization of company is under the exclusive jurisdiction of the district court having jurisdiction over the location of the head office of the company which is the defendant.

②When two or more district courts have jurisdiction pursuant to the provisions of items (ix) through (xii) of the preceding Article, the actions set forth in those items are under the jurisdiction of the district court with which an action was filed first.

③In cases referred to in the preceding paragraph, a court may, even when the suit concerning relevant action is under its jurisdiction, transfer the suit to another court with jurisdiction, in response to a petition or ex officio, if it finds it necessary for avoiding substantial detriment or delay.

①With regard to an action concerning organization of company which may be filed by a shareholder or a shareholder at incorporation, the court may, in response to a petition by the defendant, order the shareholder or the shareholder at incorporation who has filed relevant action concerning organization of company to provide reasonable security; provided, however, that this does not apply when relevant shareholder is a director, company auditor, executive officer or liquidator or when relevant shareholder at incorporation is a director at incorporation or a company auditor at incorporation.

②The provisions of the preceding paragraph apply mutatis mutandis to actions concerning the organization of a company which may be filed by a creditor or person who delivered shares or share options, etc. of the subsidiary company resulting from a partial share exchange to the parent company resulting from a partial share exchange when the partial share exchange was effected.

③In order for a defendant to file the petition referred to in paragraph (1) (including the cases where it is applied mutatis mutandis pursuant to the preceding paragraph), the defendant must make a prima facie showing that the plaintiff filed the action in bad faith.

When several suits relating to an action concerning organization of company for the same claim are pending simultaneously, the oral arguments and judicial decisions thereof must be made in consolidation.

A final and binding judgment upholding a claim relating to an action concerning organization of company is also effective against third parties.

When a judgment upholding a claim relating to an action concerning organization of company (limited to any one of the actions set forth in Article 834, items (i) through (xii)-2, (xviii) and (xix)) becomes final and binding, the act that is held to be invalid or revoked or rescinded by relevant judgment (if a company was incorporated by relevant act, it includes relevant incorporation, and if shares or share options were delivered at the time of relevant act, it includes relevant shares or share options) will become ineffective from then on.

①When a judgment upholding a claim relating to an action seeking invalidation of a new share issue becomes final and binding, the relevant stock company must pay, to the shareholders of relevant shares as of the time relevant judgment became final and binding, monies equivalent to the amount of payment received from them or the value of the property delivered by them as of the time of the delivery. In these cases, when relevant stock company is a share certificate-issuing company, the stock company may request relevant shareholders to return the old share certificates representing relevant shares (meaning the share certificates representing the shares that became ineffective pursuant to the provisions of the preceding Article; hereinafter the same applies in this Section) in exchange for the payment of relevant monies.

②When the amount of the monies referred to in the preceding paragraph is extremely unreasonable in light of the status of the company property as of the time the judgment referred to in that paragraph became final and binding, the court may, in response to a petition by the stock company or shareholders referred to in the first sentence of that paragraph, order an increase or decrease of relevant amount.

③The petition referred to in the preceding paragraph must be filed within six months from the day the judgment set forth in that paragraph became final and binding.

④In the cases prescribed in the first sentence of paragraph (1), the pledges on the shares set forth in the first sentence of that paragraph are effective with respect to the monies set forth in that paragraph.

⑤In the cases prescribed in the first sentence of paragraph (1), registered pledgees of shares with respect to the pledges set forth in the preceding paragraph may receive the monies set forth in paragraph (1) from the stock company set forth in the first sentence of that paragraph, and appropriate them as payment to satisfy their own claims in priority to other creditors.

⑥If the claims under the preceding paragraph are not yet due and payable, the registered pledgees of share options may have the stock company set forth in the first sentence of paragraph (1) deposit an amount equivalent to the value of the monies provided for in that paragraph. In these cases, the pledges are effective with respect to the monies so deposited.

①When a judgment upholding a claim relating to an action seeking invalidation of a disposition of treasury shares becomes final and binding, the relevant stock company must pay, to shareholders of relevant treasury shares as of the time relevant judgment became final and binding, monies equivalent to the amount of payment received from them or the value of the property delivered by them as of the time of the delivery. In these cases, when relevant stock company is a share certificate-issuing company, the stock company may request relevant shareholders to return the old share certificates representing relevant treasury shares in exchange for the payment of relevant monies.

②The provisions of paragraphs (2) through (6) of the preceding Article apply mutatis mutandis to the cases set forth in the preceding paragraph. In these cases, the term "shares" in paragraph (4) of that Article is deemed to be replaced with "treasury shares".

①When a judgment upholding a claim relating to an action seeking invalidation of an issuance of share options becomes final and binding, the relevant stock company must pay, to the share option holders as of the time relevant judgment became final and binding, monies equivalent to the amount of payment received from them or the value of the property delivered by them as of the time of the delivery. In these cases, when relevant stock company has issued share option certificates representing relevant share options (or, if relevant share options are those attached to bonds with share options, certificate representing the bond with share options for relevant bonds with share options; hereinafter the same applies in this paragraph), the stock company may request share option holders to return the share option certificates representing the share options that became ineffective pursuant to the provisions of Article 839 in exchange for the payment of relevant monies.

②The provisions of Article 840, paragraphs (2) through (6) apply mutatis mutandis to the cases referred to in the preceding paragraph. In these cases, the term "shareholders" in paragraph (2) of that Article is deemed to be replaced with "share option holders", the term "shares" in paragraph (4) of that Article is deemed to be replaced with "share options", and the term "registered pledgees of shares" stated in paragraphs (5) and (6) of that Article is deemed to be replaced with "registered pledgees of share options".

①When a judgment upholding a claim relating to an action seeking invalidation of any one of the acts set forth in the following items becomes final and binding, the company that carried out relevant act is liable jointly and severally to perform the obligations assumed by the companies specified respectively in those items after the day on which relevant act became effective:

②In the cases prescribed in the preceding paragraph, the property acquired, after the day on which the acts set forth in the items of that paragraph became effective, by the companies specified respectively in those items is co-owned by the companies that carried out relevant acts; provided, however, that if the act set forth in item (iv) of that paragraph has been carried out by a single company, the property acquired by the company specified in that item is owned by the single company that carried out relevant act.

③In the cases prescribed in paragraph (1) and the main clause of the preceding paragraph, each company's portion of the obligations to be assumed referred to in paragraph (1) and share of co-ownership of property referred to in the main clause of the preceding paragraph are decided through discussion among the companies.

④If no agreement is reached in the discussion set forth in the preceding paragraph with regard to each company's portion of the obligations to be assumed referred to in paragraph (1) and share of co-ownership of property set forth in the main clause of the preceding paragraph, the court comes to a decision, in response to a petition by the companies, by taking into account the amount of property of each company as of the time the act set forth in any one of the items of paragraph (1) became effective and all other circumstances.