Financial Instruments and Exchange Act

A specified incorporated financial instruments exchange must keep the minutes referred to in paragraph (3) of the preceding Article at its head office for a ten–year period beginning from the day of the self-regulatory committee meeting.

The directors of the incorporated financial instruments exchange may inspect or copy the following things:

if the minutes referred to in the preceding paragraph are prepared in writing, the relevant written documents; and

if the minutes referred to in the preceding paragraph are prepared as electronic or magnetic records, a thing that displays the particulars that have been recorded in the electronic or magnetic records, through a means specified by Cabinet Office Order.

If it is necessary in order for the shareholder of an incorporated financial instruments exchange to exercise its rights, with the permission of the court, the shareholder may request to inspect or copy the things set forth in the items of the preceding paragraph as respects the minutes referred to in paragraph (1).

The provisions of the preceding paragraph apply mutatis mutandis if it is necessary in order for the creditor of an incorporated financial instruments exchange to inquire into the liability of the members of the self-regulatory committee, or if it is necessary in order for the shareholders or members of a person that has such an incorporated financial instruments exchange as its subsidiary company to exercise their voting rights.

The court may not give the permission referred to in paragraph (3) (including as applied mutatis mutandis pursuant to the provisions of the preceding paragraph; hereinafter the same applies in this and the following paragraphs) if it finds that the inspection or copying to which the request referred to in that paragraph pertains is likely to cause substantial detriment to the incorporated financial instruments exchange, to a person that has the incorporated financial instruments exchange as its subsidiary company, or to a subsidiary company of that incorporated financial instruments exchange.

The provisions of Article 868, paragraph (1); Article 869; Article 870, paragraph (2) (limited to the part that involves item (i)); Article 870-2; the main clause of Article 871; Article 872 (limited to the part that involves item (v)); Article 872-2; the main clause of Article 873; Article 875; and Article 876 of the Companies Act apply mutatis mutandis to the permission referred to in paragraph (3). In such a case, the necessary technical replacement of terms is specified by Cabinet Order.

If the executive officer, director, accounting advisor, or accounting auditor of a specified incorporated financial instruments exchange notifies all members of the self-regulatory committee of the particulars that are required to be reported to the self-regulatory committee, it is not required that those particulars be reported to the self-regulatory committee.

A specified incorporated financial instruments exchange must make a list of the members of the self-regulatory committee available for public inspection.

The board of directors of a specified incorporated financial instruments exchange must reach a decision on the particulars that are specified by Cabinet Office Order as being necessary for the self-regulatory committee to execute its duties.

The company auditor of a specified incorporated financial instruments exchange that is a company with a board of company auditors, the supervisory committee member selected by the supervisory committee of a specified incorporated financial instruments exchange that is a company with supervisory committee, or the audit committee member selected by the audit committee of a specified incorporated financial instruments exchange that is a company with nominating committee, etc., may attend a meeting of the self-regulatory committee of the specified incorporated financial instruments exchange to state an opinion, if the company auditor or audit committee member finds this to be necessary.

Notwithstanding the provisions of Article 103-2, paragraph (1), the local government or any other person specified by Cabinet Order (hereinafter collectively referred to as the "local government, etc." in this Article, Article 106-14 and Article 106-17) may, with the authorization of the Prime Minister, acquire or hold a number of subject voting rights that is equal to or greater than the threshold holding ratio, but no greater than 50 percent, of all shareholders' voting rights in an incorporated financial instruments exchange, pursuant to the provisions of Cabinet Office Order.

Notwithstanding the provisions of the preceding paragraph and Article 103-2, paragraph (1), if the number of subject voting rights that it holds does not increase, or in any other case specified by Cabinet Office Order, a local government, etc. that has obtained the authorization referred to in the preceding paragraph may acquire or hold subject voting rights exceeding 50 percent of all shareholders' voting rights in an incorporated financial instruments exchange.

In the case referred to in the preceding paragraph, the local government, etc. that has come to acquire or hold subject voting rights exceeding 50 percent of all shareholders' voting rights in an incorporated financial instruments exchange (hereinafter referred to as a "specified holding entity, etc." in this Article) must notify the Prime Minister without delay that it has become a specified holding entity, etc. and of the other matters specified by Cabinet Office Order.

In the case referred to in paragraph (2), the specified holding entity, etc. must take the necessary measures for it to become the holder of a number of subject voting rights that constitutes 50 percent or less of all shareholders' voting rights in the incorporated financial instruments exchange, within three months from the day on which it becomes a specified holding entity, etc.

If, pursuant to the provisions of the preceding paragraph, a specified holding entity, etc. becomes the holder of a number of subject voting rights that constitutes 50 percent or less of all shareholders' voting rights in the incorporated financial instruments exchange, it must notify the Prime Minister of this without delay.

The provisions of Article 30-2 apply mutatis mutandis to the authorization referred to in paragraph (1).

When an application is filed for the authorization referred to in paragraph (1) of the preceding Article, the Prime Minister must examine whether the application conforms to the following criteria:

the applicant for authorization's exercise of the subject voting rights is not likely to impair the sound and appropriate operation of the business of the incorporated financial instruments exchange; and

the applicant for authorization has a sufficient understanding of the public nature of the business of a financial instruments exchange.

The provisions of Article 82, paragraph (2) apply mutatis mutandis to the authorization referred to in paragraph (1) of the preceding Article. In this case, in Article 82, paragraph (2), the phrase "the preceding paragraph" is deemed to be replaced with "Article 106-4, paragraph (1)", the phrase ", Article 156-17, paragraph (1) or (2)" is deemed to be replaced with ", Article 156-17, paragraph (1) or (2); Article 156-20-14, paragraph (1) or (2)", and the phrase ", Article 106-28, paragraph (1)" is deemed to be replaced with ", Article 106-28, paragraph (1); Article 155-6, Article 155-10, paragraph (1)".

The provisions of Article 85-4 apply mutatis mutandis to the authorization referred to in Article 106-3, paragraph (1).

If the Prime Minister finds it to be necessary and appropriate in the public interest or for the protection of investors, the Prime Minister may order the major shareholder of an incorporated financial instruments exchange (meaning a person that has obtained authorization under Article 106-3, paragraph (1); hereinafter the same applies in this Division) to submit reports or materials of reference in connection with the business or assets of the incorporated financial instruments exchange, or may have the relevant officials inspect the documents and other articles of such a major shareholder (but only as is necessary in connection with the business or assets of the incorporated financial instruments exchange).

The provisions of the preceding paragraph apply mutatis mutandis to a commodity exchange or commodity exchange holding company that holds a number of subject voting rights in an incorporated financial instruments exchange which is equal to or greater than the threshold holding ratio.

If the major shareholder of an incorporated financial instruments exchange violates a law or regulation or if it is found that the conduct of a major shareholder is likely to impair the sound and appropriate operation of the business of an incorporated financial instruments exchange, the Prime Minister may rescind the major shareholder's Article 106-3, paragraph (1) authorization or order the major shareholder to take measures that are necessary from a supervisory perspective.

A person that has the authorization referred to in Article 106-3, paragraph (1) rescinded pursuant to the provisions of the preceding paragraph must take the necessary measures to become the holder of a number of subject voting rights in an incorporated financial instruments exchange which is less than the threshold holding ratio, within three months from the day that the authorization is rescinded.

Irrespective of the category of proceeding for hearing statements of opinion under Article 13, paragraph (1) of the Administrative Procedure Act, before seeking to order the necessary measures under the provisions of paragraph (1), the Prime Minister must conduct a hearing.

The provisions of paragraph (1) and the preceding paragraph apply mutatis mutandis to an authorized financial instruments firms association, financial instruments exchange, financial instruments exchange holding company, commodity exchange, or commodity exchange holding company that holds a number of subject voting rights in an incorporated financial instruments exchange which is equal to or greater than the threshold holding ratio.

If the major shareholder of an incorporated financial instruments exchange comes to fall under any of the following items, the Article 106-3, paragraph (1) authorization ceases to be effective:

the major shareholder fails to become the holder of a number of subject voting rights that is equal to or greater than the threshold holding ratio within six months from the date on which it obtains the authorization;

the major shareholder becomes the holder of a number of subject voting rights that is less than the threshold holding ratio; or

the major shareholder becomes a financial instruments exchange, financial instruments exchange holding company, commodity exchange, or commodity exchange holding company.

If an authorization ceases to have effect pursuant to the provisions of the preceding paragraph (in a case to which item (iii) of that paragraph pertains, this is only if the major shareholder becomes a commodity exchange or commodity exchange holding company), the person that was formerly a major shareholder must notify the Prime Minister of this without delay.

The provisions of Article 103-2, paragraph (5) apply mutatis mutandis if the provisions of Article 106-3, paragraphs (1) through (5); Article 106-4, paragraph (1); Article 106-6, paragraph (2); Article 106-7, paragraphs (2) and (4); and paragraph (1) of the preceding Article are applicable.

A person seeking to have an incorporated financial instruments exchange as its subsidiary company, or a person seeking to incorporate as a company that has an incorporated financial instruments exchange as its subsidiary company must obtain the authorization of the Prime Minister in advance to do so; provided, however that this does not apply if an authorized financial instruments firms association, financial instruments exchange, commodity exchange, or commodity exchange holding company has an incorporated financial instruments exchange as its subsidiary company.

If the number of subject voting rights that the person holds does not increase or if the case is otherwise specified by Cabinet Office Order, and the person will come to have an incorporated financial instruments exchange as its subsidiary company, the provisions of the main clause of the preceding paragraph do not apply.

In the case prescribed in the preceding paragraph, a company that comes to have an incorporated financial instruments exchange as its subsidiary company (hereinafter referred to as a "specified holding company" in this Article) must take the necessary measures for it to cease to be a company that has an incorporated financial instruments exchange as its subsidiary company, within three months from the day on which the company becomes a specified holding company; provided, however, that this does not apply if the specified holding company obtains the authorization of the Prime Minister as a company that has an incorporated financial instruments exchange as its subsidiary company.

The provisions of Article 106-3, paragraphs (3) and (5) apply mutatis mutandis to a specified holding company. In this case, in paragraph (3) of that Article, the phrase "the preceding paragraph" is deemed to be replaced with "Article 106-10, paragraph (2)"; and in Article 106-3, paragraph (5), the phrase "the preceding paragraph" is deemed to be replaced with "Article 106-10, paragraph (3)" and the phrase "becomes the holder of a number of subject voting rights that constitutes 50 percent or less of all shareholders' voting rights in an incorporated financial instruments exchange" is deemed to be replaced with "ceases to be a company that has an incorporated financial instruments exchange as its subsidiary company".

The provisions of Article 30-2 apply mutatis mutandis to the authorization referred to in paragraph (1) or in the proviso to paragraph (3).