①A tender offeror, etc. that violates the provisions of Article 27-5 (including as applied mutatis mutandis pursuant to Article 27-8, paragraph (10); hereinafter the same applies in this paragraph) in effecting a purchase, etc. of share certificates, etc. is liable to compensate for damage sustained by a person that sells, etc. its share certificates, etc. in response to the tender offer (excluding persons that sell, etc. share certificates, etc. to which Article 27-5 is applicable and the part of the persons that are prescribed in paragraph (2), item (i) of the following Article).

②The amount of compensation for which the tender offeror, etc. is liable pursuant to the preceding paragraph is the price that the tender offeror, etc. pays at the time it effects a purchase, etc. referred to in the preceding paragraph (this includes providing a benefit equivalent to such a price, and if prices are not the same for all purchases, etc., the most favorable of them is used) less the tender offer price (meaning the purchase, etc. price stated in the public notice of the commencement of the tender offer and tender offer statement, or, if the tender offeror, etc. changes the purchase, etc. price pursuant to a public notice or public announcement under Article 27-6, paragraph (2) or (3), this means the purchase, etc. price after the change; hereinafter the same applies in this Section), multiplied by the number of tendered share certificates, etc. of a claimant under the preceding paragraph (excluding tendered share certificates, etc. that could not have been sold, etc. through the pro rata method; the same applies in paragraph (2) of the following Article and Article 27-20, paragraph (2)).

①A person that, in acquiring share certificates, etc. or effecting other settlement procedures for a purchase, etc. of share certificates, etc. through a tender offer (hereinafter referred to as a "tender offer purchaser" in this Article) violates the provisions of Article 27-13, paragraph (4), is liable to compensate for damage sustained by a person that sells, etc. its share certificates, etc. in response to the tender offer (in a case set forth in item (i) of the following paragraph, this excludes a person that sells, etc. its share certificates, etc. at a price that is more favorable than the tender offer price (this includes being provided with a benefit equivalent to such a price; hereinafter the same applies in this Article); and in a case set forth in item (ii) of the following paragraph, it includes a person that could not sell, etc. its share certificates, etc. due to the tender offer purchaser's use of the different method referred to in item (ii)).

②In the following cases, the amount of compensation for which a tender offer purchaser is liable pursuant to the preceding paragraph is the amount specified in the relevant of the following items for the category set forth in that item:

The provisions of Article 17 apply mutatis mutandis to a person that has caused a person to make a sale, etc. of share certificates, etc. through the use of a tender offer explanation (including, if the tender offer explanation states to the effect that the tender offer statement is to be referred to pursuant to Article 27-9, paragraph (2), that tender offer statement (including its amended statement; the same applies in the following Article and Article 27-21, paragraph (2), item (i))) or other representation that contains a false statement regarding a material particular, lacks a representation of a material particular that is required to be represented, or lacks a representation of a material fact that is necessary to prevent it from being misleading. In this case, in Article 17, the phrase "a person that acquires the securities" is deemed to be replaced with "a person that has made a sale, etc. (meaning a sale, etc. prescribed in Article 27-2, paragraph (6)) of share certificates, etc. (meaning share certificates, etc. prescribed in Article 27-2, paragraph (1)) in response to a tender offer (meaning a tender offer prescribed in Article 27-3, paragraph (1))".

①The provisions of Article 18, paragraph (1) apply mutatis mutandis to the following persons. In this case, in Article 18, paragraph (1), the phrase "a person that acquires the securities through the public offering or secondary distribution" is deemed to be replaced with "a person that has made a sale, etc. (meaning a sale, etc. prescribed in Article 27-2, paragraph (6); hereinafter the same applies in this paragraph) of share certificates, etc. (meaning share certificates, etc. prescribed in Article 27-2, paragraph (1); hereinafter the same applies in this paragraph) in response to a tender offer (meaning a tender offer prescribed in Article 27-3, paragraph (1); hereinafter the same applies in this paragraph)", in the proviso to that paragraph, the phrase "the person that acquires the securities" is deemed to be replaced with "the person that has made a sale, etc. of those share certificates, etc. in response to that tender offer", and the phrase "at the time the person offers to acquire the securities" is deemed to be replaced with "at the time of that sale, etc.":

②If the provisions of the preceding paragraph (excluding items (i) and (iv)) are applicable and, in spite of having concluded a contract to purchase, etc., after the last day of the tender offer period, share certificates, etc. that are subject to the tender offer other than through that tender offer, the tender offeror does not state this in the tender offer statement or tender offer explanation but then effects the purchase, etc. under the contract after the last day of the tender offer period, the amount of compensation that the tender offer is liable for to a person that sells, etc. its share certificates, etc. in response to the tender offer (excluding a person that sells, etc. share certificates, etc. pursuant to such a contract, a person that sells, etc. share certificates, etc. to which Article 27-5 is applicable, and the part of the persons referred to in Article 27-18, paragraph (2), item (i)) is the price at which the tender offeror, etc. purchases, etc. them (this includes providing a benefit equivalent to such a price, and if prices are not the same for all purchases, etc., the most favorable of them is used) less the tender offer price, multiplied by the number of tendered share certificates, etc. of the claimant under Article 18, paragraph (1) as applied mutatis mutandis pursuant to the preceding paragraph.

③Except for cases to which the preceding paragraph is applicable, the persons specified in the following items are jointly and severally liable for compensation under paragraph (1) with the persons set forth in the items of paragraph (1); provided, however, that this does not apply if the person specified in the following items proves that it did not know, and in the exercise of reasonable care could not have known, that the statement was false or had been omitted:

①A claim under the provisions of Article 27-17, paragraph (1) or a claim under the provisions Article 27-18, paragraph (1) in a case to which the provisions of Article 27-18, paragraph (2) is applicable extinguishes by prescription in the following cases:

②A claim under Article 27-20, paragraph (1) in a case to which paragraph (2) of the preceding Article is applicable extinguishes by prescription in the following cases:

①When 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 tender offeror, a person that is found to be required to purchase, etc. share certificates, etc. through a tender offer pursuant to the main clause of Article 27-2, paragraph (1), a specially related party of either of these persons, or any other concerned party or witness, to submit reports or materials that should serve as a reference, and may have the relevant officials inspect these persons' books, documents, and any other articles.

②When 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 person that has submitted a target company's position statement, a person that is found to be required to submit the same, or any other concerned party or witness, to submit reports or materials that should serve as a reference, and may have the relevant officials inspect these persons' books, documents, and any other articles.

③If the Prime Minister finds it necessary with regard to the order for report or submission of materials or the inspection under the preceding two paragraphs, the Prime Minister may make inquiries to public offices or public or private organizations and request them to report necessary matters.