Article 102Action to Invalidate Entity Conversion

①The provisions of Article 828, paragraph (1) of the Companies Act (limited to the part that involves item (vi)) and of Article 828, paragraph (2) (limited to the part that involves item (vi)); Article 834 (limited to the part that involves item (vi)); Article 835, paragraph (1); Articles 836 through 839; Article 846; and Article 937, paragraph (3) (limited to the part that involves item (i)) of that Act apply mutatis mutandis to an action to invalidate the entity conversion of an incorporated association-operated financial instruments exchange. In this case, in Article 828, paragraph (2), item (vi) of that Act, the phrase "shareholders, etc. or a partner, etc. of the company implementing entity conversion" is deemed to be replaced with "member, etc. (meaning a member, the president, a board member, an inspector, or a liquidator) of an incorporated association-operated financial instruments exchange implementing the entity conversion" and the term "shareholders, etc., a partner, etc., the trustee in bankruptcy or a creditor that did not give approval to the entity conversion of the company after entity conversion" is deemed to be replaced with "shareholder, etc. (meaning a shareholder, director, or liquidator (or, for a company with a board of company auditors, meaning a shareholder, director, company auditor, or liquidator; and for a company with nominating committee, etc., meaning a shareholder, director, executive officer, or liquidator)), trustee in bankruptcy, or creditor, that did not approve or accept the entity conversion of an incorporated association-operated financial instruments exchange after entity conversion"; in Article 937, paragraph (3) of that Act, the phrase "the head office of each company" is deemed to be replaced with "the head office and the principal office of the financial instruments exchange"; and any other necessary technical replacement of terms is specified by Cabinet Order.

②The provisions of Article 840 of the Companies Act apply mutatis mutandis to an action to invalidate an entity conversion prescribed in Article 828, paragraph (1) of that Act (limited to the part that involves item (vi)) as applied mutatis mutandis pursuant to the provisions of the preceding paragraph, if the shares issued upon entity conversion are issued pursuant to the provisions of Article 101-9; and the provisions of Article 868, paragraph (1) of that Act and the main clause of Article 871; Article 872 (limited to the part that involves item (ii)); the main clause of Article 873; Articles 875 to 877; and Article 878, paragraph (1) of that Act apply mutatis mutandis to a petition under Article 840, paragraph (2) of that Act as applied mutatis mutandis pursuant to this paragraph. In such a case, the necessary technical replacement of terms is specified by Cabinet Order.