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Terms

public notice of the commencement of a tender offer

公開買付開始公告(こうかいかいつけかいしこうこく)

In Section 1 of Chapter 2-2, the public notice that Article 27-3, paragraph (1) requires on the commencement of a tender offer, stating its purpose, purchase price, the number of share certificates, etc. to be bought, the purchase period and other matters a Cabinet Office Order (内閣府令) specifies.

principal foreign bank

所属外国銀行(しょぞくがいこくぎんこう)

A foreign bank that has contracted with a bank to entrust it with foreign bank agency services (外国銀行代理業務); the bank needs the Prime Minister's authorization in advance for each such foreign bank.

foreign company report

外国会社報告書(がいこくがいしゃほうこくしょ)

A document similar to an annual securities report (有価証券報告書) and its attachments, written in English and disclosed abroad, that a reporting foreign company (報告書提出外国会社) may submit instead of them where a Cabinet Office Order (内閣府令) allows.

target company's position statement

意見表明報告書(いけんひょうめいほうこくしょ)

The document a target company (対象者) — the issuer of the share certificates, etc. (株券等) sought in a tender offer (公開買付け) — must submit to the Prime Minister within the period a Cabinet Order (政令) sets after the public notice starting the tender offer, stating its opinion on the offer and the other matters a Cabinet Office Order (内閣府令) specifies.

payment order for administrative monetary penalty

課徴金納付命令(かちょうきんのうふめいれい)

The Prime Minister's order under Article 8, paragraph (1) that a business operator pay into the national treasury an administrative monetary penalty (課徴金) for an act subject to administrative monetary penalty (課徴金対象行為), in principle 3% of its sales of the goods or services concerned during the period subject to administrative monetary penalty (課徴金対象期間).

association members

会員(かいいん)

In the Section containing Article 52-61-19 and in Article 63-3, item (v), an electronic payment service provider (電子決済等代行業者) that is a member (社員) of a general incorporated association (一般社団法人) certified, or seeking certification, under Article 52-61-19, whose articles of incorporation must provide for such members.

base date

基準日(きじゅんび)

In Chapter II, 31 March and 30 September of each year, the dates on which the unused balance of an issuer's prepaid payment instruments (基準日未使用残高) is measured.

registered agency for regulating transmission

登録送信適正化機関(とうろくそうしんてきせいかきかん)

A body registered by the Minister for Internal Affairs and Communications (総務大臣) and the Prime Minister (内閣総理大臣) to carry out the services for regulating transmission of specified electronic mail, etc. (特定電子メール等送信適正化業務) listed in Article 14(1).

designation

指定(してい)

The designation, under Article 23-5, paragraph (1), by the Minister of Land, Infrastructure, Transport and Tourism (国土交通大臣) and the Prime Minister (内閣総理大臣) of a general incorporated association or foundation (一般社団法人・一般財団法人) that applies and meets the criteria there as the body that carries out dispute resolution services (紛争処理業務).

qualified consumer organization

適格消費者団体(てきかくしょうひしゃだんたい)

A qualified consumer organization as defined in Article 2, paragraph (4) of the Consumer Contract Act (Act No. 61 of 2000): a consumer organization (消費者団体) that is a corporation and that the Prime Minister (内閣総理大臣) has certified under Article 13 of that Act as fit to exercise the right to demand an injunction (差止請求権) in the interest of consumers at large.

tender offeror's answer

対質問回答報告書(たいしつもんかいとうほうこくしょ)

The document a tender offeror (公開買付者) must submit to the Prime Minister answering the questions the target company put to it in its position statement (意見表明報告書), or giving its reasons for not answering, with other particulars a Cabinet Office Order (内閣府令) specifies.

confirmation letter

確認書(かくにんしょ)

In Articles 24-4-2 and 24-4-3, a document stating that the content of an annual securities report (有価証券報告書) has been confirmed as appropriate under the laws and regulations on financial instruments and exchange (金融商品取引法令), which the companies a Cabinet Order (政令) specifies among those filing such a report must file with it.

target company

対象者(たいしょうしゃ)

In the section on tender offers by persons other than the issuer and in Article 27-30-11, paragraph (4), the issuer of the share certificates, etc. (株券等) subject to a tender offer (公開買付け).

standard bicycle

普通自転車(ふつうじてんしゃ)

In Chapter III, Section 13, on special rules for how bicycles travel, a bicycle whose body size and structure meet the standards a Cabinet Office Order (内閣府令) sets and which is not towing another vehicle.

amended shelf registration statement

訂正発行登録書(ていせいはっこうとうろくしょ)

An amended shelf registration statement submitted under Article 23-4 (by the shelf registrant, when the shelf registration documents need correcting) or under Article 23-9, paragraph (1) or Article 23-10, paragraph (1) (including as applied under paragraph (5) of that Article), where the Prime Minister orders one; the term is used in Articles 17 to 23 as Article 23-12, paragraph (5) applies them to shelf-registered offerings.

bank, etc. eligible to be a subsidiary company

子会社対象銀行等(こがいしゃたいしょうぎんこうとう)

In Article 16-2, Article 16-4, paragraph (4), item (i), Article 53, paragraph (1), item (iii) and Article 65, item (vi), a company listed in Article 16-2, paragraph (1), items (i) to (xi) or (xv) to (xvii), other than one engaged exclusively in dependent services (従属業務) or in services incidental or related to banking that a Cabinet Office Order (内閣府令) specifies.

contract type

契約の種類(けいやくのしゅるい)

A type of financial instruments transaction contract (金融商品取引契約), as a Cabinet Office Order (内閣府令) classifies them, used to decide when a professional investor (特定投資家) must be told it may ask to be treated as a customer other than a professional investor, and for what such requests cover.

person qualified as a performance guarantor

履行保証人適格者(りこうほしょうにんてきかくしゃ)

In Chapter III, a bank or other deposit-taking institution (銀行等) meeting requirements a Cabinet Order (政令) sets, or another person that Order specifies: the persons who may undertake to deposit, guarantee or take on a funds transfer service provider's obligations in place of part of its own security deposit (履行保証金).

electronically recorded transferable rights

電子記録移転権利(でんしきろくいてんけんり)

Rights deemed to be securities under the items of Article 2, paragraph (2), such as beneficial interests in trusts and rights under partnership and similar contracts, where they are represented by property value that can be transferred using an electronic data processing system (limited to value recorded electronically on an electronic device or other object), except in cases a Cabinet Office Order (内閣府令) sets in view of their transferability and other circumstances.

certified organization

認定団体(にんていだんたい)

In Section 3 of Chapter IV, short for certified investor protection organization (認定投資者保護団体): a body the Prime Minister has certified under Article 79-7, paragraph (1) to carry on work such as resolving complaints about, and mediating disputes over, the financial instruments business of financial instruments business operators or financial instruments intermediary service providers.