Each provision the amendment changes, before and after in one: words it removes are struck through, words it adds are highlighted. The Japanese is the law; the icon beside each English column says whose English it is. The 2 articles it renumbers are marked with the number each had before.
Article 78-7 · (Mediation by Certified Associations)第七十八条の七(認定協会によるあつせん)
The provisions of Article 77-2 apply mutatis mutandis to mediation conducted by a certified association. In this case, in paragraphsparagraph (1) of that Article, the term "association member" is deemed to be replaced with "member" and the term "securities" is deemed to be replaced with "securities or cryptoassets", and in paragraph (5) of that Article, the term "association member" is deemed to be replaced with "member".
A corporation (including an organization without legal personality for which a representative or administrator has been designated, and excluding an authorized association or a certified association; hereinafter the same applies in item (iii), (b) of the following Article) that seeks to provide the services set forth in each of the following items with the aim of ensuring fair and smooth purchase and sales and other transactions of securities and cryptoassets and of ensuring fair and smooth derivatives transactions, etc. as well as contributing to the sound development of the financial instruments business and to the protection of investors, may obtain the certification of the Prime Minister:
The provisions of Article 77-2, paragraphs (1) through (3) and paragraphs (5) through (9) apply mutatis mutandis when a certified organization engages in mediation (limited to mediation involving covered business operators). In this case, in paragraph (1) of that Article, the phrase "association member or financial instruments intermediary service provider" is deemed to be replaced with "covered business operator as prescribed in Article 79-11, paragraph (1)" and the term "phrase "purchase and sale or other transaction of securities or about a derivatives transactionstransaction, etc." is deemed to be replaced with "purchase and sale or other transaction of securities or cryptoassets or about a derivatives transactionstransaction, etc. (including transactions incidental to these and any other transactions specified by Cabinet Office Order)"; and in paragraph (5) of that Article, the phrase "association member or financial instruments intermediary service provider" is deemed to be replaced with "covered business operator as prescribed in Article 79-11, paragraph (1)".
The term "general customer" as used in this Chapter means a customer of a financial instruments business operator's (limited to a financial instruments business operator that conducts securities services prescribed in Article 28, paragraph (810) (hereinafter referred to as the "securities-related business" in this Chapter) or business related to commodity-related market derivatives transactions brokerage, etc. (hereinafter referred to as the "commodity derivatives transaction-related business" in this Chapter); hereinafter the same applies in this Chapter) head office or other domestic business office or office (with regard to a financial instruments business operator that is a foreign corporation, its business office or office in Japan) which conducts a transaction related to subject securities or subject commodity derivatives transaction-related transactions with that financial instruments business operator (excluding the qualified institutional investors, states, local governments, and other persons specified by Cabinet Order).
the business of a bankruptcy trustee, provisional administrator, bankruptcy trustee representative, or provisional administrator representative appointed under the Bankruptcy Act (Act No. 75 of 2004), a supervisor, trustee, provisional administrator, trustee representative, or provisional administrator representative appointed under the Civil Rehabilitation Act (Act No. 225 of 1999), a trustee, trustee representative, provisional administrator, provisional administrator representative, or supervisor appointed under the Corporate Reorganization Act (Act No. 154 of 2002), or a recognition trustee, provisional administrator, recognition trustee representative, or provisional administrator representative appointed under the Act on Recognition of and Assistance for Foreign Insolvency Proceedings (Act No. 129 of 2000);
services incidental to the services set forth the business of a customer property administrator or customer property administrator representative prescribed in the preceding items.Article 57-31, paragraph (1); and
it becomes subject to an order for the suspension of all or part of the business under the provisions of Article 52, paragraph (1) (limited to a case falling under item (viiiix) of that paragraph).
an order for the suspension of all or part of the business under the provisions of Article 52, paragraph (1) (limited to the case falling under item (viiiix) of that paragraph).
第五十二条第一項の規定による業務の全部又は一部の停止の命令(同項第八九号に該当する場合に限る。)
Article 155-3 · (Examination Criteria for Authorization)第百五十五条の三(認可審査基準)
the applicant for authorization is a person that has had the authorization referred to in Article 155, paragraph (1) rescinded pursuant to the provisions of Article 155-6 or Article 155-10, paragraph (1); a person that has had the license referred to in Article 156-20-2 rescinded pursuant to the provisions of Article 156-20-14, paragraph (1) or (2); a person that has had the registration referred to in Article 29 or Article 33-2 rescinded pursuant to the provisions of Article 52, paragraph (1) or (4), Article 52-2, paragraph (1) or (3), Article 53, paragraph (3), Article 54, or Article 57-6, paragraph (3); a person that has had the permission referred to in Article 60, paragraph (1) rescinded pursuant to the provisions of Article 60-8, paragraph (1) or Article 60-9, paragraph (1); a person that has had the permission referred to in Article 60-14, paragraph (1) rescinded pursuant to the provisions of Article 60-8, paragraph (1) or Article 60-9, paragraph (1) as applied mutatis mutandis pursuant to Article 60-14, paragraph (2); a person that has had the registration referred to in Article 66 rescinded pursuant to the provisions of Article 66-20, paragraph (1) or (3); a person that has had the registration referred to in Article 66-27 rescinded pursuant to the provisions of Article 66-42, paragraph (1) or (3); a person that has had the registration referred to in Article 66-50 rescinded pursuant to the provisions of Article 66-63, paragraph (1) or (3) or Article 66-64; or a person that has had the registration referred to in Article 66-71 rescinded pursuant to the provisions of Article 66-85, paragraph (1) or (3); or a person that has had the registration referred to in Article 12 of the Act on the Provision of Financial Services and the Development of the Accessible Environment Thereto (limited to the registration related to the type of securities, etc. intermediary business operations; the same applies in this item) rescinded pursuant to the provisions of Article 38, paragraph (1) (excluding items (ii), (iii), and (v)) or paragraph (4) of that Act; or is a person that had a registration or license of the same kind as the registration referred to in Article 29, Article 66, Article 66-27, Article 66-50, or Article 66-71 or the license referred to in Article 80, paragraph (1), Article 156-2, or Article 156-24, paragraph (1) or the registration referred to in Article 12 of that Act obtained in the state where its head office or principal office is located (including permission or any other administrative disposition similar to such a registration or license) rescinded; for whom five years have not passed since the date of the rescission;
if there is a designated dispute resolution organization for securities finance companies (meaning a designated dispute resolution organization for which the category of dispute resolution services is the specified services of a securities finance company (meaning the specified services of a securities finance company as defined in Article 156-38, paragraph (78); hereinafter the same applies in this paragraph); hereinafter the same applies in this Article):measures to conclude a basic contract for the implementation of dispute resolution procedures in connection with the specified services of a securities finance company with a single designated dispute resolution organization for securities finance companies; or
The term "specified type-I financial instruments business" as used in this Chapter means services that a financial instruments business operator performs in connection with the acts set forth in the items of Article 28, paragraph (1) and services it performs pursuant to Article 35, paragraph (1), as well as services that a financial instruments intermediary service provider provides on behalf of a financial instruments business operator, in connection with the acts set forth in Article 2, paragraph (11), itemsitem (i), (a) through (iiic).
The term "specified investment management business" as used in this Chapter means services that a financial instruments business operator performs in relation to the acts set forth in the items of Article 28, paragraph (4) (excluding services related to the acts set forth in Article 63, paragraph (1), item (ii) or Article 63-8, paragraph (1), item (i)) and services it performs pursuant to Article 35, paragraph (1), as well as services that a financial instruments intermediary service provider performs on behalf of a financial instruments business operator, in connection with the acts set forth in Article 2, paragraph (11), item (ivi), (d).
The term "specified services of a registered financial institutioncryptoasset trading business" as used in this Chapter means services that a registered financial institution instruments business operator performs in connection withrelation to the registration under Article 33-2 and services incidental thereto,acts set forth in the specified financial instruments business (meaning specified financial instruments business defined initems of Article 33-828, paragraph (2); hereinafter the same applies in this paragraph) that a person performing specified financial instruments business for that registered financial institution performs5) and services it performs pursuant to Article 35-2-2, paragraph (1), as well as services that a financial instruments intermediary service provider performs on behalf of the registereda financial institutioninstruments business operator, in relation toconnection with the acts set forth in Article 2, paragraph (11), items (i) through (ivitem (ii), (a) and (b).
The term "specified services of a securities finance companyregistered financial institution" as used in this Chapter means services that a securities finance companyregistered financial institution performs pursuant to in connection with the provisions registration under Article 33-2 and services incidental thereto, the specified financial instruments business (meaning specified financial instruments business defined in Article 33-8, paragraph (2); hereinafter the same applies in this paragraph) that a person performing specified financial instruments business for that registered financial institution performs, as well as services that a financial instruments intermediary service provider performs on behalf of the registered financial institution, in relation to the acts set forth in Article 156-272, paragraph (111), itemsitem (i), (iii), and (iva) through (d).
The term "financial instruments transaction servicesspecified services of a securities finance company" as used in this Chapter means specified type-I financial instruments business, specified type-II financial instruments business, specified investment advisory and agency business, specified investment management business,services that a securities finance company performs pursuant to the specified servicesprovisions of a registered financial institution, or the specified services of a securities finance companyArticle 156-27, paragraph (1), items (i), (iii), and (iv).
The term "complaint processing proceduresfinancial instruments transaction services" as used in this Chapter means procedures for processing complaints related to specified type-I financial instruments business, specified type-II financial instruments transaction services (meaning the complaints about financial instruments transaction services; business, specified investment advisory and agency business, specified investment management business, specified cryptoasset trading business, the same applies in Article 156-44, Article 156-45 and Article 156-49)specified services of a registered financial institution, or the specified services of a securities finance company.
The term "dispute resolutioncomplaint processing procedures" as used in this Chapter means procedures to resolve disputesfor processing complaints related to financial instruments transaction services (meaning disputes concerning the complaints about financial instruments transaction services which can be settled between the parties; the same applies in Article 156-44, Article 156-45 and Articles 156-50 through 156-52) without using court proceedingsArticle 156-49).
The term "dispute resolution services, etc.procedures" as used in this Chapter means the procedures to resolve disputes related to financial instruments transaction services involved in complaint processing procedures and dispute resolution procedures, as well as services incidental to them(meaning disputes concerning financial instruments transaction services which can be settled between the parties; the same applies in Article 156-44, Article 156-45 and Articles 156-50 through 156-52) without using court proceedings.
The term "category of dispute resolution services, etc." as used in this Chapter means the categorization of specified type-I financial instruments business, specified type-II financial instruments business, specified investment advisoryservices involved in complaint processing procedures and agency business, specified investment management business, the specified services of a registered financial institution, or the specifieddispute resolution procedures, as well as services of a securities finance company relatedincidental to dispute resolution servicesthem.
The term "basic contract for the implementationcategory of dispute resolution proceduresservices" as used in this Chapter means a contract concluded between a designated dispute resolution organization and athe categorization of specified type-I financial instruments business operator involved in, specified type-II financial instruments transactions (meaning a financial instruments business operator, etc. or a securities finance company; the same applies inbusiness, specified investment advisory and agency business, specified investment management business, specified cryptoasset trading business, the following Article, Article 156-42, paragraph (2), Article 156-44specified services of a registered financial institution, and Article 156-56, item (i)) with regard to the implementation ofthe specified services of a securities finance company related to dispute resolution services, etc.
The term "basic contract for the implementation of dispute resolution procedures" as used in this Chapter means a contract concluded between a designated dispute resolution organization and a business operator involved in financial instruments transactions (meaning a financial instruments business operator, etc. or a securities finance company; the same applies in the following Article, Article 156-42, paragraph (2), Article 156-44, and Article 156-56, item (i)) with regard to the implementation of dispute resolution services, etc.
using wrongful means, schemes, or techniques in a purchase and sale or other transaction of Securitiessecurities or in a derivatives transaction, etc. (excluding a cryptoasset-related derivatives transaction, etc. prescribed in Article 171-3, item (i); hereinafter the same applies in this Article, the following Article, and Article 197, paragraph (2), item (i));
It is prohibited for any person to spread rumors, to use fraudulent means, or to commit assault or use intimidation for the purpose of carrying out a public offering, of securities, a secondary distribution, a purchase and sale or other transaction of securities, or a derivatives transactiontransactions, etc., or for the purpose of causing a fluctuation in the market price of a securitysecurities, etc. (meaning a security, an option, or a securities, options (excluding cryptoasset-related options prescribed in Article 171-4; the same applies in Article 159, paragraph (1), item (iii) and paragraph (2), item (i) and Article 160, paragraph (1)), or financial instrumentinstruments (other than a securitysecurities and crypto-and other assets) or financial indexes (excluding a cryptoasset-related financial index prescribed in Article 171-3, item (i); the same applies in paragraph (1) and paragraph (2), item (i) of Article 159 and Article 160, paragraph (1)) that isare connected with a derivatives transactiontransactions; the same applies in Article 168, paragraph (1), Article 173, paragraph (1), Article 174, paragraph (1), items (i) and (ii), Article 174-2, paragraph (1), item (ii), Article 174-2-2, paragraphs (1), (7), (10) and (11), and Article 197, paragraph (2), item (i)).
It is prohibited for any person to engage in any of the following acts with the aim of misleading others into believing that purchase and sales of securities (limited to purchase and sales of securities that are listed on a financial instruments exchange for purchase and sale, over-the-counter traded securities, or tradable securities; hereinafter the same applies in this Article), market derivatives transactions, (excluding a cryptoasset-related market derivatives transaction prescribed in Article 171-5, paragraph (1); hereinafter the same applies in this Article, paragraph (1) of the following Article, Article 161, paragraph (2), and Article 167-3, item (ii)), or over-the-counter derivatives transactions (limited to those involving securities listed on a financial instruments exchange for purchase and sale or financial instruments (excluding crypto-and other assets) listed on a financial instruments exchange for market derivatives transactions, over-the-counter traded securities, or tradable securities (including financial indexes calculated based on their prices or interest rates), or financial indexes that are listed on a financial instruments exchange for market derivatives transactions; hereinafter the same applies in this Article) are thriving, or otherwise misleading others about the state of these transactions:
selling financial instruments (excluding selling crypto-and other assets, and limited, in the case of commodities, to a sale conducted through a transaction market derivatives transactions (limited to transactions set forth in Article 2, paragraph (21), item (i)), and limited, in the case of financial instruments other than securities, crypto-and other assets, and commodities, to a sale through a transaction set forth in that item or in paragraph (22), item (i) of that Article, if they are financial instruments other than securities) after colluding in advance with another party that promises to purchase the financial instruments at the same price and around the same time as the sale (excluding purchasing crypto-and other assets, and limited to a purchase conducted through a transaction set forth in Article 2, paragraph (21), item (i) or, in the case of commodities, to a purchase through market derivatives transactions (limited to transactions set forth in paragraph (2221), item (i) of that Article, if they are ), and limited, in the case of financial instruments other than securities, crypto-and other assets, and commodities, to a purchase through a transaction set forth in that item or in paragraph (22), item (i) of that Article);
making one's own purchase (excluding purchasing crypto-and other assets, and limited, in the case of commodities, to a purchase through market derivatives transactions (limited to transactions set forth in Article 2, paragraph (21), item (i)), and limited, in the case of financial instruments other than securities, crypto-and other assets, and commodities, to a purchase through a transaction set forth in that item or in paragraph (22), item (i) of that Article) after colluding in advance with another person to sell the financial instruments at the same time as, and at the same price as, that purchase (excluding selling crypto-and other assets, and limited, in the case of commodities, to a sale through market derivatives transactions (limited to transactions set forth in paragraph (21), item (i) of that Article), and limited, in the case of financial instruments other than securities, crypto-and other assets, and commodities, to a sale through a transaction set forth in that item or in paragraph (22), item (i) of that Article);
an act set forth in Article 171-5, paragraph (1), items (i) through (ix); or
第百七十一条の五第一項第一号から第九号までに掲げる行為
ChangedArticle 159, paragraph (2), item (i)
conducting a series of purchase and sales of securities, etc. that are likely to mislead a person into believing that purchase and sales of securities, etc. are thriving or to cause fluctuations in market prices of listed financial instruments, etc. (meaning securities listed on a financial instruments, exchange for purchase and sale, or financial instruments (excluding crypto-and other assets), financial indexes, or options listed on a financial instruments exchange for market derivatives transactions; hereinafter the same applies in this Article) on a financial instruments exchange market or prices of over-the-counter traded securities on an over-the-counter securities market; offering to conduct such transactions; entrusting, etc. a person with conducting such transactions; or becoming entrusted, etc. with conducting such transactions;
an act set forth in Article 171-5, paragraph (2), items (i) through (iii) (for the acts set forth in items (i) and (ii) of that paragraph, excluding those specified by the Cabinet Office Order prescribed in that paragraph).
It is prohibited for any person to effect a series of purchase and salesengage in any of securities, etc., to offer to conduct such transactions, to entrust, etc. a person with conducting such transactions, or to become entrusted, etc. with conducting such transactions,the following acts for the purpose of pegging, fixing, or stabilizing market prices of listed financial instruments, etc. on a financial instruments exchange market or the market prices of over-the-counter traded securities on an over-the-counter securities market, in a way that constitutes a violation of the provisions of Cabinet Order.:
effecting a series of purchase and sales of securities, etc., offering to conduct such transactions, entrusting, etc. a person with conducting such transactions, or becoming entrusted, etc. with conducting such transactions; or
一連の有価証券売買等又はその申込み、委託等若しくは受託等
AddedArticle 159, paragraph (3), item (ii)
an act set forth in Article 171-5, paragraph (3), item (i).
第百七十一条の五第三項第一号に掲げる行為
Article 160 · (Compensatory Liability for Market Manipulation)第百六十条(相場操縦行為等による賠償責任)
A person that violates the provisions of the preceding Article is liable to compensate for damages from purchase and sales of securities on a financial instruments exchange market, market derivatives transactions, purchase and sales of securities on an over-the-counter securities market, and purchase and sales of tradable securities (hereinafter referred to as "purchase and sales of securities, etc. on a financial instruments exchange market, etc." in this paragraph) in connection with a financial instrument (excluding crypto-and other assets), financial index, or option whose price, agreed figure, or amount receivable the person formed through that violation, which damages are incurred by any person that conducts, or entrusts another person with conducting, such a purchase and sale of securities, etc. on a financial instruments exchange market, etc. in connection with that financial instrument (excluding crypto-and other assets), financial index, or option at the so-formed price, agreed figure, or amount of compensationreceivable.
The provisions of the preceding paragraph apply mutatis mutandis to market derivatives transactions and over-the-counter derivatives transactions (excluding a cryptoasset-related over-the-counter derivatives transaction prescribed in Article 171-5, paragraph (1)).
The provisions of item (ii) ofthe preceding paragraph (limited to the preceding paragraph part relating to item (ii)) apply mutatis mutandis to transactions specified in Article 2, paragraph (21), items (ii) and (iii) (excluding those that fall under a cryptoasset-related market derivatives transaction prescribed in Article 171-5, paragraph (1)). In this case, with regard to a transaction set forth in Article 2, paragraph (21), item (ii), in item (ii) of the preceding paragraph, the termphrase "securities if the market price rises above the market price at the time of entrustment" is deemed to be replaced with "the agreed figure", (excluding the figure of a cryptoasset-related financial index prescribed in Article 171-3, item (i); hereinafter the term "rises" is deemed to be replaced with "same applies in this item) if the market price goes up toabove the market price at the time of entrustment", the phrase "purchase of securities if the market price rises above the market price at the time of entrustment to at least the level that the entrusting person indicates, or with making an immediate sale of securities" is deemed to be replaced with "transaction, so that in which the entrusting person will receive money in the event that the actual figure (excluding the figure of a cryptoasset-related financial index prescribed in item (i) of that Article; hereinafter the same applies in this item) rises above the agreed figure if the market price rises above the market price at the time of entrustment to at least the level that the entrusting person indicates, or with making an immediate sale of the agreed figure", the term "falls" is deemed to be replaced with "goes down to", and the phrase "sale of" is deemed to be replaced with "transaction, so that in which the entrusting person will receive money in the event that the actual figure falls below"; and with regard to a transaction set forth in Article 2, paragraph (21), item (iii), in item (ii) of the preceding paragraph, the termphrase "securities if the market price rises above the market price at the time of entrustment" is deemed to be replaced with "options (excluding cryptoasset-related options prescribed in Article 171-4; hereinafter the same applies in this item) if the market price rises above the market price at the time of entrustment", the phrase "purchase of securities if the market price rises above the market price at the time of entrustment to at least the level that the entrusting person indicates, or with making an immediate sale of securities" is deemed to be replaced with "transaction wherein the entrusting party will acquire options if the market price rises above the market price at the time of entrustment to at least the level that the entrusting person indicates, or with making an immediate sale of options", and the phrase "sale of" is deemed to be replaced with "transaction wherein the entrusting party will grant".
the officer (if the accounting advisor is a corporation, its member), agent, employee, or any other worker (hereinafter referred to as an "officer, etc." in this Article and, the following Article, and Articles 171-7 through 171-9) of the listed company, etc. (including its parent company and subsidiary companies, and if the listed company, etc. is a listed investment corporation, etc., an asset management company of the relevant listed company, etc. or a specified associated corporation; hereinafter the same applies in this paragraph):coming to know the material fact related to the person's duty;
a shareholder of the listed company, etc. that has the right prescribed in Article 433, paragraph (1) of the Companies Act or an ordinary equity investor in the listed company, etc. as prescribed in the Act on Preferred Equity Investment that is specified by Cabinet Office Order as being deemed to have a right similar to such a right, or a member of the listed company, etc. that has the right prescribed in Article 433, paragraph (3) of that Act (this includes the officer, etc. of the shareholder, ordinary equity holder, or member, if the shareholder, ordinary equity investor, or member is a corporation (including an organization without legal personality for which a representative or administrator has been designated; hereinafter the same applies in this andArticle, the following Article, and Articles 171-7 through 171-9), and includes the agent or employee of the shareholder, ordinary equity investor, or member, if the shareholder, ordinary equity investor, or member is a person other than a corporation):coming to know the material fact related to the exercise of that right;
if, upon a merger, company split, or transfer or acquisition of all or part of business (hereinafter referred to as a "merger, etc." in this paragraph and, paragraph (5) of the following Article, Article 171-7, paragraph (6), Article 171-8, paragraph (5), and Article 171-9, paragraph (5)), regulated securities, etc. are caused to be succeeded to by the other party or they succeed to those regulated securities, etc. and the proportion of the book value of the regulated securities, etc. to the total amount of the book value of the assets succeeded due to the merger, etc. is below the proportion specified by Cabinet Office Order as a particularly low proportion;
if, upon an incorporation-type company split (excluding one that a company implements jointly with another company), regulated securities, etc. are caused to be succeeded by a company incorporated through an incorporation-type company split (excluding anin the incorporation-type company split that a corporation implements jointly with another corporation) (meaning a company incorporated through incorporation-type companyin the incorporation-type split prescribed in Article 763, paragraph (1) of the Companies Act; the same applies in paragraph (5), item (xii) of the following Article, Article 171-7, paragraph (6), item (viii), Article 171-8, paragraph (5), item (viii), and Article 171-9, paragraph (5), item (ix));
the officer, etc. of the tender offeror, etc. (if the tender offeror, etc. is a corporation, including itsthe parent company of that corporation and, if that corporation is an investment corporation (meaning an investment corporation prescribed in Article 2, paragraph (12) of the tender offeror, etc. is a Act on Investment Trusts and Investment Corporations; the same applies in the following item), the asset management company of that corporation (meaning an asset management company prescribed in paragraph (21) of that Article; the same applies in that item) and the parent company of that asset management company; hereinafter the same applies in this paragraph) (or, if the tender offeror, etc. is a person other than a corporation, its agent or employee):coming to know the relevant fact related to the person's duties;
a shareholderthe issuer of listed or other share certificates, etc. related to the tender offeroroffer, etc. which has(excluding the right tender offer prescribed in Article 43327-22-2, paragraph (1) of the Companies Act, or a member for listed share certificates, etc.) (including the parent company of the tender offeror, etc. which has the right prescribed in Article 433, paragraph (3)that issuer and, if that issuer is an investment corporation, the asset management company of that Act (including issuer and its parent company; hereinafter referred to as the officer"target of a tender offer, etc. of such a shareholder " in this item through item (v)) or member, if such a shareholder or member isan officer, etc. of the target of a tender offer, etc.:if such a corporation, and the agent or employee of such a shareholder or member, if such a shareholder or member is a person other than a corporation):comingperson has come to know the fact by receiving information from the tender offeror, etc. (in the case of an officer, etc., if the person has come to know the relevant fact related to the exercise of that righttheir duties by receiving information from the tender offeror, etc.);
a shareholder of the tender offeror, etc. or the target of a tender offer, etc. (limited to a person that has statutory authority over come to know, pursuant to the preceding item, the fact that the tender offer, etc. will be launched by the tender offeror, etc. or the fact that the tender offer, etc. will be suspended; the same applies in the following item and item (v)) that has the right prescribed in Article 433, paragraph (1) of the Companies Act (including a person specified by Cabinet Order as having a right similar to such a right), or a member of the tender offeror, etc. or the target of a tender offer, etc. that has the right prescribed in Article 433, paragraph (3) of that Act (including a person specified by Cabinet Order as having a right similar to such a right) (including the officer, etc. of such a shareholder or member, if such a shareholder or member is a corporation, and the agent or employee of such a shareholder or member, if such a shareholder or member is a person other than a corporation):coming to know the relevant fact in related to the courseexercise of exercising that authorityright;
a person other than the officer, etc. of the tender offeror, etc., ifthat has statutory authority over the tender offeror, etc. is a corporation, a person other than the agent or employee of the tender offeror, etc., if the tender offeror, etc. is a person other than a corporation, which has concluded, or is in negotiations to conclude,target of a contract with the tender offer, etc. (including the officer, etc. of such a person, if such a person is a corporation, and the agent or employee of such a person, if such a person is a person other than a corporation):coming to know the relevant fact in relation to the conclusion, negotiation, or implementationcourse of exercising that contractauthority;
the issuer (including its officer, etc.) of listed or other share certificatesa person that has concluded, or is in negotiations to conclude, a contract with the tender offeror, etc. related toor the target of a tender offer, etc. (excludingincluding the tender officer prescribed in Article 27-22-2, paragraph (1) for listed share certificates, etc.):, etc. of such a person, if such a person is a corporation, and the agent or employee of such a person, if such a person has come to know the fact by receiving information from is a person other than a corporation), other than the officer, etc. of the tender offeror, etc. (inor the casetarget of an officera tender offer, etc. (or, if the tender offeror, etc. is a person has come to know the fact related other than a corporation, its agent or employee):coming to their duties by receiving information from know the relevant fact in relation to the tender offeror, etc.)conclusion, negotiation, or implementation of that contract;
the officer, etc. of a person set forth in item (ii), item (iviii) or the preceding item which is a corporation (limited to the officer, etc. of a corporation when another officer, etc. of the corporation comes to know the fact that the tender offer, etc. will be launched or the fact that the tender offer, etc. will be suspended by the tender offeror, etc. pursuant to item (ii), item (iviii) or the preceding item):coming to know the relevant fact related to the person's duties.
using wrongful means, schemes, or techniques in a purchase and sale (excluding one that falls under the category of a derivatives transaction; hereinafter the same applies in this Chapter and Section, Article 189, paragraph (1), Article 197, paragraph (2), item (ii)), and Article 210, paragraph (1)) or other transaction of cryptoassets crypto-and other assets or in a derivatives transaction, etc. (limited to one involving a crypto-and other asset or a financial index (limited to the price or interest rate, etc. of a crypto-and other asset or a numerical value calculated based on any of these); ; hereinafter referred to as a "cryptoasset-related financial index" in paragraph (1)this Section and Section 1 of the following Article and Article 185-24, paragraph (1Chapter); hereinafter referred to as a "cryptoasset-related derivatives transaction, etc." in this Article, the following Article, and in that Article 197, paragraph (2), item (ii));
The provisions of Article 157 do not apply to a cryptoasset-related derivatives transaction, etc.
第百五十七条の規定は、暗号等資産関連デリバティブ取引等については、適用しない。
Article 185-23 · (Prohibition on Spreading Rumors, Using Fraudulent Means, Committing Assault, and Using Intimidation)第百八十五条の二十三(風説の流布、偽計、暴行又は脅迫の禁止)
RemovedArticle 185-23, paragraph (1)
It is prohibited for any person to spread rumors, to use fraudulent means, to commit assault, or to use intimidation for the purpose of conducting a purchase and sale or other transaction of crypto-and other assets or a cryptoasset-related derivatives transaction, etc. or for the purpose of causing a fluctuation in the market price of a crypto-and other asset, etc. (meaning a crypto-and other asset or option (limited to one involving a crypto-and other asset or a cryptoasset-related financial indicator; referred to as a "cryptoasset-related option" in paragraph (1), item (iii) of the following Article), or a cryptoasset-related financial index that is connected with a derivatives transaction; the same applies in the following paragraph, paragraph (2), items (i) and (ii) of that Article, and Article 197, paragraph (2), item (ii)).
It is prohibited for any person to spread rumors, to use fraudulent means, to commit assault, or to use intimidation for the purpose of conducting a public offering or secondary distribution of specified cryptoassets, a purchase and sale or other transaction of crypto-and other assets, or a cryptoasset-related derivatives transaction, etc., or for the purpose of causing a fluctuation in the market price of a crypto-and other asset, etc. (meaning a crypto-and other asset or option (limited to one involving a crypto-and other asset or a cryptoasset-related financial index; referred to as a "cryptoasset-related option" in Article 171-5, paragraph (1), item (iii), Article 171-6, paragraph (1), and Section 1 of the following Chapter), or a cryptoasset-related financial index that is connected with a derivatives transaction; the same applies in this Section, Section 1 of that Chapter, and Article 197, paragraph (2), item (ii)).
It is prohibited for any person to engage in one of the following acts with the aim of misleading others into believing that purchase and sales of a crypto-and other asset, market derivatives transactions (limited to those involving crypto-and other assets or a cryptoasset-related financial index; hereinafter referred to as "cryptoasset-related market derivatives transactions" in this Article and Article 171-16), or over-the-counter derivatives transactions (limited to those involving crypto-and other assets or a cryptoasset-related financial index; hereinafter referred to as "cryptoasset-related over-the-counter derivatives transactions" in this Article and Article 171-16) are thriving, or otherwise misleading others about the state of those transactions:
an act set forth in Article 159, paragraph (1), items (i) through (ix); or
第百五十九条第一項第一号から第九号までに掲げる行為
ChangedArticle 171-5, paragraph (2)
It is prohibited for any person to perform one of the following acts (in the case of the acts set forth in items (i) and (ii), excluding acts specified by Cabinet Office Order as those that are found to have little likelihood of resulting in insufficient investor protection or harm the fairness of transactions) for the purpose of inducing a purchase and sale of crypto-and other assets, cryptoasset-related market derivatives transaction, or cryptoasset-related over-the-counter derivatives transaction (hereinafter referred to as a "purchase and sale of crypto-and other assets, etc." in items (i)this Article and (iii)paragraph (1) of the following Article):
an act set forth in Article 159, paragraph (2), items (i) through (iii).
第百五十九条第二項第一号から第三号までに掲げる行為
ChangedArticle 171-5, paragraph (3)
The provisions of Article 159 do not apply to a cryptoasset-related market derivatives transaction, a cryptoasset-related over-the-counter derivatives transaction, or an act of offering to conduct such transactions, entrustingIt is prohibited for any person to engage in any of the following acts for the purpose of pegging, fixing, or stabilizing market prices of crypto-and other assets, etc. a person with conducting such transactions, or becoming entrusted, etc. with conducting such transactions, in a way that constitutes a violation of the provisions of Cabinet Order.
effecting a series of purchase and sale of crypto-and other assets, etc., offering to conduct such transactions, entrusting, etc. a person with conducting such transactions, or becoming entrusted, etc. with conducting such transactions; or
一連の暗号等資産売買等又はその申込み、委託等若しくは受託等
AddedArticle 171-5, paragraph (3), item (ii)
an act set forth in Article 159, paragraph (3), item (i).
第百五十九条第三項第一号に掲げる行為
Article 171-6 · Compensatory Liability for Market Manipulation第百七十一条の六(相場操縦行為等による賠償責任)
A person that violates the provisions of the preceding Article is liable to compensate for damages incurred by a person that has conducted, or entrusted another person with conducting, a purchase and sale of crypto-and other assets, etc. in connection with a crypto-and other asset, cryptoasset-related financial index, or cryptoasset-related option, at the price, agreed figure, or amount of consideration for that crypto-and other asset, cryptoasset-related financial index, or cryptoasset-related option that was formed through that violation, with respect to that purchase and sale of crypto-and other assets, etc. or entrustment.
A claim for compensation under the preceding paragraph extinguishes by prescription if it is not exercised within one year from when the claimant learns that an act that is in violation of the provisions of the preceding Article has taken place or within three years from when the act takes place.
A change to a law's text. It is made by a separate law or order — the amending act — usually written as instructions to replace, delete or add words. An Act amending part of another Act is usually titled 〇〇法の一部を改正する法律, "act amending part of…", or 〇〇法等の一部を改正する法律 when it amends three or more.
Rules made by the Cabinet to carry out the Constitution and Acts. A Cabinet Order cannot impose duties, restrict rights or set penalties unless an Act delegates that to it.
The official identifier a law receives when it is published: the year, the kind of law, and a serial number within that year. Titles can repeat over the decades; numbers never do.
The official publication of a law or amendment once it has been made, in the Official Gazette (官報), so that anyone can know what it says. A law cannot bind anyone before it is promulgated, and it usually starts to apply on a later enforcement date.
The official publication of a law or amendment once it has been made, in the Official Gazette (官報), so that anyone can know what it says. A law cannot bind anyone before it is promulgated, and it usually starts to apply on a later enforcement date.
Machine translation, corrected on review, not official
Before this amendment: Article 185-22 (第百八十五条の二十二)
Renumbered article繰下げ・繰上げ
An amending law usually leaves every article's number alone: a new article takes a branch number such as Article 32-2, and a repealed one leaves 削除 (Deleted) at its number. Sometimes it moves a run of articles to new numbers instead — 繰下げ (moving them down) to make room, or 繰上げ (moving them up) to close a gap. The words of a moved article need not change, but books, court decisions and contracts written before cite it by its old number. This site marks a moved article with the number it had before the amendment: Act No. 53 of 2023 (令和五年法律第五十三号) makes Article 55 of the Act on Land and Building Leases (借地借家法) Article 58.
Machine translation, corrected on review, not official
Before this amendment: Article 185-24 (第百八十五条の二十四)
Renumbered article繰下げ・繰上げ
An amending law usually leaves every article's number alone: a new article takes a branch number such as Article 32-2, and a repealed one leaves 削除 (Deleted) at its number. Sometimes it moves a run of articles to new numbers instead — 繰下げ (moving them down) to make room, or 繰上げ (moving them up) to close a gap. The words of a moved article need not change, but books, court decisions and contracts written before cite it by its old number. This site marks a moved article with the number it had before the amendment: Act No. 53 of 2023 (令和五年法律第五十三号) makes Article 55 of the Act on Land and Building Leases (借地借家法) Article 58.