Financial Instruments and Exchange Act

If a financial instruments exchange is discovered to have fallen under any of the categories in the items of Article 82, paragraph (2) at the time it obtained its license, the Prime Minister may revoke its license.

A financial instruments exchange must obtain the authorization of the Prime Minister if it seeks to change its articles of incorporation, operational rules, or brokerage contract rules.

If a particular set forth in Article 81, paragraph (1), item (ii) or (iii) changes, the financial instruments exchange must notify the Prime Minister of that fact without delay. The same applies if the rules of a financial instruments exchange (excluding the articles of incorporation, operational rules, and brokerage contract rules, and business rules for providing financial instruments obligation assumption services under Article 156-19, paragraph (1) approval) are prepared, changed, or discontinued, or if all business conducted with the authorization referred to in the proviso to Article 87-2, paragraph (1) is discontinued.

If the Prime Minister discovers that a person has become the officer of a financial instruments exchange by wrongful means, or if the officer of a financial instruments exchange violates a law or regulation, the articles of incorporation, or a disposition by a government agency which is based on a law or regulation, the Prime Minister may order the financial instruments exchange to dismiss that officer.

The provisions of the preceding paragraph apply mutatis mutandis to self-regulatory organizations' officers and members of self-regulatory committees.

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, its subsidiary company, its commodity trading participant (meaning a person that has been granted the qualification for trading under the provisions of Article 112, paragraph (2) or Article 113, paragraph (2); hereinafter the same applies),an issuer of securities listed on a financial instruments exchange, or the person that a financial instruments exchange has entrusted with it business (including a person that has received entrustment from the person (including entrustment at two or more degrees of separation from the original entrustment); hereinafter the same applies in this Article), to submit reports or materials that should serve as a reference with regard to the business or assets of the financial instruments exchange or its subsidiary company, or the relevant commodity trading participant (in the case of the commodity trading participant, limited to the business related to its commodity-related market derivatives transactions) or may have their officials inspect the state of the business (in the case of the relevant commodity trading participant, limited to the business related to its commodity-related market derivatives transactions) or assets, or the books, documents, and any other articles, of a financial instruments exchange, its subsidiary company, the relevant commodity trading participant or the person that a financial instruments exchange has entrusted with its business (for a person that has been entrusted by the subsidiary company or the financial instruments exchange with business, limited to an inspection necessary for the business or property of the financial instruments exchange).

If a financial instruments exchange falls under a case specified in any of the following items and the Prime Minister finds it to be necessary and appropriate in the public interest or for the protection of investors, the Prime Minister may issue a disposition provided for in each of those items:

if it violates a law or regulation, a disposition by a government agency which is based on a law or regulation, a condition attached to the authorization referred to in the proviso to Article 87-2, paragraph (1) or in the proviso to Article 87-3, paragraph (1), or the articles of incorporation or any other rules; or, even though a member, etc. or an issuer of securities listed by a financial instruments exchange has violated a law or regulation, a disposition by a government agency which is based on a law or regulation, or the financial instruments exchange's articles of incorporation, operational rules, brokerage contract rules, or any other rules (hereinafter referred to as "laws and regulations, etc." in this item), or has engaged in an act that is contrary to the principle of good faith in transactions as specified in the articles of incorporation or any other rules, the financial instruments exchange fails to exercise the powers accorded it under this Act, an order based on this Act, or its articles of incorporation or any other rules, or to take any other necessary measures to cause the person to observe the laws and regulations, etc. or the principle of good faith in transactions:rescinding the license referred to in Article 80, paragraph (1), ordering the suspension of all or part of the business during a fixed period of no longer than one year, ordering a change in its business activities, issuing an order prohibiting performance of part of its business, ordering the dismissal of its officers, or ordering the financial instruments exchange to take the necessary measures specified in the articles of incorporation or any other rules;

if the conduct of the financial instruments exchange, or the status of purchase and sales of securities or market derivatives transactions on a financial instruments exchange market operated by the financial instruments exchange, is found to be harmful to the public interest or to the protection of investors:ordering the suspension of all or a part of purchase and sales of securities or market derivatives transactions on the financial instruments exchange market during a fixed period of no longer than 10 days, or, subject to a cabinet decision, ordering the suspension of all or a part of its business during a fixed period of no longer than three months;

if the business it conducts after obtaining authorization pursuant to the proviso to Article 87-2, paragraph (1) is found likely to impair confidence in the public nature of the business of a financial instruments exchange or likely to impair the sound and appropriate operation in the business of operating, etc. a financial instruments market (meaning the operation of a financial instruments exchange market and business incidental thereto; the same applies in the following item), or the financial instruments exchange violates the conditions attached to the authorization referred to in the proviso to that paragraph:rescinding the authorization referred to in the proviso to that paragraph; or

if the act of its subsidiary company that has obtained the authorization pursuant to the proviso to Article 87-3, paragraph (1) is found likely to impair confidence in the public nature of the business of the financial instruments exchange or likely to impair the sound and appropriate operation in the financial instruments exchange's business of operating, etc. a financial instruments market, or the subsidiary company violates the conditions attached to the authorization referred to in the proviso to that paragraph:rescinding the authorization referred to in the proviso to that paragraph.

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 suspension of all or part of the business, to order a change in the business, to issue an order prohibiting performance of part of the business, or to issue an order to take any necessary measures that are specified in the articles of incorporation or any other rules pursuant to item (i) of the preceding paragraph, the Prime Minister must conduct a hearing.

No request for review may be filed against a disposition under the provisions of paragraph (1), item (ii) of this Article.

If the Prime Minister finds it to be necessary and appropriate in the public interest or for the protection of investors as concerns a financial instruments exchange's articles of incorporation, operational rules, brokerage contract rules, other rules, or it trade practices, or as concerns its business operations or the state of its assets, the Prime Minister may, to the extent necessary, order the financial instruments exchange to change its articles of incorporation, operational rules, brokerage contract rules, other rules, or its trade practices, or to take other measures that are necessary from a supervisory perspective. In such a case, irrespective of the category of proceeding for hearing statements of opinion under Article 13, paragraph (1) of the Administrative Procedure Act, the Prime Minister must conduct a hearing.

If self-regulatory services entrusted under Article 85, paragraph (1) authorization fall under any of the following items, the Prime Minister may rescind the entrusting financial instruments exchange's Article 85, paragraph (1) authorization, order it to change the method of entrustment, prohibit part or all of that entrustment, or order it to take measures that are necessary from a supervisory perspective:

the entrustment agreement is found to be insufficient for ensuring appropriate implementation of self-regulatory services by the entrusted self-regulatory organization; or

the self-regulatory services by the entrusted self-regulatory organization are otherwise found to be inappropriate in terms of the status of performance of the self-regulatory services.

If a particular set forth in Article 85-2, paragraph (1), item (iii) changes, the financial instruments exchange that has obtained the authorization referred to in Article 85, paragraph (1) must notify the Prime Minister of this without delay. The same applies if the content of the entrustment agreement with the entrusted self-regulatory organization changes.

The provisions of Article 148; Article 149; Article 150, paragraph (1); and Articles 151 through 153 apply mutatis mutandis to the supervision of a self-regulatory organization that provides self-regulatory services for a financial instruments exchange with which it is entrusted by the financial instruments exchange based on the authorization referred to in Article 85, paragraph (1). In such a case, the necessary technical replacement of terms is specified by Cabinet Order.

When a commodity trading participant violates this Act or an order given under this Act, the Prime Minister may order a financial instruments exchange to rescind the qualification for trading of the relevant commodity trading participant or suspend or restrict commodity-related market derivatives transactions of the relevant commodity trading participant, specifying a period not exceeding six months. In such a case, a hearing must be held irrespective of the category of procedures for hearing statements of opinion under Article 13, paragraph (1) of the Administrative Procedure Act.