Financial Instruments and Exchange Act

If the major shareholder of a financial instruments exchange holding company violates a law or regulation, or if it is found that the act of a major shareholder is likely to impair the sound and appropriate operation of the business of an incorporated financial instruments exchange that is a subsidiary company of such a financial instruments exchange holding company, the Prime Minister may rescind the major shareholder's authorization referred to in Article 106-17, paragraph (1), or order the major shareholder to take measures that are necessary from a supervisory perspective.

A person that has their authorization referred to in Article 106-17, paragraph (1) rescinded pursuant to the provisions of the preceding paragraph must take the necessary measures to become the holder of a number of subject voting rights in a financial instruments exchange holding company which is less than the threshold holding ratio, within three months from the day on which the authorization is rescinded.

Irrespective of the category of proceeding for hearing statements of opinions 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, or commodity exchange that holds a number of subject voting rights in a financial instruments exchange holding company which is equal to or greater than the threshold holding ratio.

If the major shareholder of a financial instruments exchange holding company comes to fall under any of the following items, the authorization referred to in Article 106-17, paragraph (1) 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 the major shareholder 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 or a commodity exchange.

If an authorization has ceased to be effective pursuant to the provisions of the preceding paragraph (in a case related to item (iii) of that paragraph, this is only if the major shareholder becomes a commodity exchange), the person that was a major shareholder must notify the Prime Minister of this without delay.

A financial instruments exchange holding company (limited to one that is not a subsidiary company of another financial instruments exchange or financial instruments exchange holding company) must manage the business of the financial instruments exchange holding company group to which it belongs.

A financial instruments exchange holding company may not conduct any business other than the business management of the financial instruments exchange holding company group to which it belongs (limited to that related to the financial instruments exchange holding company and its subsidiary companies), and other business incidental to this.

In conducting its business, a financial instruments exchange holding company must endeavor to ensure confidence in the public nature and the sound and appropriate operation of the business of the incorporated financial instruments exchange which is its subsidiary company.

The term "business management" as used in paragraphs (1) and (2) means the following activities:

formulating the financial instruments exchange holding company group's basic management policy or other policies specified by Cabinet Office Order as being equivalent to the policy, and ensuring their proper implementation;

making necessary coordination in the event of a conflict of interests among the companies that belong to the financial instruments exchange holding company group;

developing systems specified by Cabinet Office Order as those necessary for ensuring that the execution of services of the financial instruments exchange holding company group comply with laws and regulations; and

beyond what is set forth in the preceding three items, activities specified by Cabinet Office Order as those that contribute to ensuring the confidence in the public nature and the sound and appropriate management of services of the financial instruments exchange holding company group.

A financial instruments exchange holding company must not have a company other than one that operates a financial instruments exchange market and performs other business incidental thereto as its subsidiary company; provided, however, that with the authorization of the Prime Minister, it may have a company set forth in Article 106-12, paragraph (1), item (i), (b) through (d) as its subsidiary company.

The provisions of Article 30-2 apply mutatis mutandis to the authorization referred to in the proviso to the preceding paragraph.

The provisions of paragraph (1) do not apply if a financial instruments exchange holding company owns a foreign company other than a company eligible to be a subsidiary company (meaning a company that operates a financial instruments exchange market and performs other business incidental thereto and a company as prescribed in the proviso to that paragraph; hereinafter the same applies in this Article) as its subsidiary company, by owning, as its subsidiary company, a company eligible to be a subsidiary company (limited to a foreign company; hereinafter referred to as a "foreign company eligible to be a subsidiary company" in this paragraph and paragraph (5)) or a holding company subject to special provisions (meaning a holding company or a foreign company which is the same type as a holding company or is similar to a holding company that currently owns a foreign company eligible to be a subsidiary company as its subsidiary company; the same applies in paragraph (5)) that currently owns a foreign company other than a company eligible to be a subsidiary company as its subsidiary company; provided, however, that the financial instruments exchange holding company must take the necessary measures for making the foreign company other than a company eligible to be a subsidiary company cease to be its subsidiary company by the day on which five years have elapsed from the date on which the foreign company other than a company eligible to be a subsidiary company became its subsidiary company.

If the time limit referred to in the proviso to the preceding paragraph or the time limit as extended pursuant to the provisions of this paragraph is to arrive, the financial instruments exchange holding company may have these time limits extended for up to one year by obtaining the Prime Minister's approval for allowing the financial instruments exchange holding company to continue to own, as its subsidiary company, the foreign company other than a company eligible to be a subsidiary company which became its subsidiary company.

The Prime Minister is to give the approval referred to in the preceding paragraph only if the financial instruments exchange holding company falls under any of the following items:

it is found that there are unavoidable circumstances where the financial instruments exchange holding company is unable to take the necessary measures for making the foreign company other than a company eligible to be a subsidiary company which became its subsidiary company cease to be its subsidiary company by the time limit referred to in the preceding paragraph, in light of the state of the capital market or any other circumstances in the country where the head office or principal office of the foreign company other than a company eligible to be a subsidiary company which became its subsidiary company, or of a foreign company eligible to be a subsidiary company or a holding company subject to special provisions that owns such foreign company as its subsidiary company is located; and

it is found that there are unavoidable circumstances which allow the financial instruments exchange holding company to continue to own, as its subsidiary company, the foreign company other than a company eligible to be a subsidiary company which became its subsidiary company, for the purpose of executing the business of a foreign company eligible to be a subsidiary company or a holding company subject to special provisions which that financial instruments exchange holding company made its subsidiary company.

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

If a financial instruments exchange holding company is discovered to have fallen under any of the categories in the items of Article 106-12, paragraph (2) at the time it obtained authorization, the Prime Minister may rescind its authorization.

When 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 a financial instruments exchange holding company or its subsidiary company to submit reports or materials that should serve as a reference with regard to the business or assets of the financial instruments exchange holding company, and may have the relevant officials inspect the state of the business or assets, or the books, documents, and any other articles, of a financial instruments exchange holding company or its subsidiary company (but may only have the relevant officials inspect such a subsidiary company as is necessary in connection with the business or assets of the financial instruments exchange holding company).

If a financial instruments exchange holding company violates a law or regulation, or if the Prime Minister finds it to be necessary, in light of the state of the business of a financial instruments exchange holding company, for ensuring confidence in the public nature of the business of an incorporated financial instruments exchange that is its subsidiary company and to ensure the sound and appropriate operation of that business, the Prime Minister may rescind the financial instruments exchange holding company's Article 106-10, paragraph (1) authorization or the authorization referred to in the proviso to paragraph (3) of that Article or the proviso to Article 106-24, paragraph (1), or may order the financial instruments exchange holding company to take measures that are necessary from a supervisory perspective.

If the director, accounting advisor, company auditor, or executive officer of a financial instruments exchange holding company violates a law or regulation or a disposition by a government agency which is based on a law or regulation, the Prime Minister may order the financial instruments exchange holding company to dismiss that director, accounting advisor, company auditor, or executive officer.

A financial instruments exchange holding company that has the authorization referred to in Article 106-10, paragraph (1) or the proviso to paragraph (3) of that Article rescinded pursuant to the provisions of paragraph (1) must promptly take the necessary measures for it to cease to be a company that has an incorporated financial instruments exchange as its subsidiary company.

If the measures referred to the preceding paragraph are taken but the person that takes those measures remains the holder of a number of subject voting rights in an incorporated financial instruments exchange which is equal to or greater than the threshold holding ratio, the date on which the company ceases to be a person that has the incorporated financial instruments exchange as its subsidiary company is deemed to be the date on which the person becomes a specified holder as referred to in that paragraph, and the provisions of Article 103-2, paragraph (4) apply.

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 pursuant to the provisions of paragraph (1), the Prime Minister must conduct a hearing.

If a financial instruments exchange holding company comes to fall under any of the following items, Article 106-10, paragraph (1) authorization or the authorization referred to in the proviso to paragraph (3) of that Article ceases to be effective:

it ceases to be a company that has an incorporated financial instruments exchange as its subsidiary company (excluding the cases that are specified by Cabinet Office Order in consideration of the manner in which voting rights are held in the incorporated financial instruments exchange, or any other relevant circumstances);

it is dissolved;

a judgment invalidating its incorporation or a merger (but only if the company incorporated in the merger is a financial instrument exchange holding company) or incorporation-type company split (but only if the company incorporated in the incorporation-type company split is a financial instrument exchange holding company) becomes final and binding;

it fails to become a company that has an incorporated financial instruments exchange as its subsidiary company within six months from the date on which authorization is obtained; or

it becomes a financial instruments exchange or a commodity exchange.

If an authorization has ceased to be effective pursuant to the provisions of the preceding paragraph (in a case to which item (v) of that paragraph pertains, this is only if the financial instruments exchange holding company becomes a commodity exchange), the person that was the financial instruments exchange holding company must notify the Prime Minister of this without delay.

The provisions of Article 103-2, paragraph (5) apply mutatis mutandis if Article 106-14; Article 106-15; Article 106-17, paragraphs (1) through (3); Article 106-3, paragraphs (3) and (5) as applied mutatis mutandis pursuant to Article 106-17, paragraph (4); Article 106-18, paragraph (1); Article 106-20, paragraph (2); Article 106-21, paragraphs (2) and (4); Article 106-22, paragraph (1); and Article 106-28, paragraph (4) are applicable.

The provisions of Article 106-23, paragraph (3) and Article 106-28, paragraphs (1) and (5) apply mutatis mutandis to an authorized financial instruments firms association or financial instruments exchange that has an incorporated financial instruments exchange as its subsidiary company and to an authorized financial instruments firms association or financial instruments exchange that has a financial instruments exchange holding company as its subsidiary company, and the provisions of Article 106-23, paragraph (3), Article 106-27, and Article 106-28, paragraphs (1) and (5) apply mutatis mutandis to a parent commodity exchange, etc. or commodity exchange that has a financial instruments exchange holding company as its subsidiary company.