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Terms
新株予約権
A share option (新株予約権), of a kind a Cabinet Order (政令) specifies, that a person is to be granted under a resolution under Article 238, paragraph (2) of the Companies Act (including a decision on offering matters delegated under Article 239, paragraph (1) and a board resolution under Article 240, paragraph (1)).
A member of the audit committee of a company with nominating committee, etc., who may not at the same time be an executive officer or executive director of the company or its subsidiaries.
特定新株予約権
In Article 29-2, a share option (新株予約権) given under a grant resolution, by contract with the company, to a director, executive officer or employee (or their heir) or to a specified engaged person (特定従事者), whose contract contains the requirements listed in Article 29-2(1) — such as exercise only within the set period, an annual exercise price of no more than 12 million yen, an exercise price not below the share's value at the time of the contract, and no transfer of the option.
議決権行使書面
The form on which a shareholder can cast their vote in writing, which the directors must send with the notice of a shareholders meeting when they have decided that shareholders who do not attend may vote in writing.
権利者
In Article 29-2, paragraphs (1) and (2), a director, employee or similar person (取締役等), their heir succeeding to the rights (権利承継相続人), or a specified worker (特定従事者), who exercises specified share options (特定新株予約権).
付与決議
The resolution under Article 238, paragraph 2 of the Companies Act (including a decision on offering terms under a delegation by resolution under Article 239, paragraph 1 and a board resolution under Article 240, paragraph 1) by which a person is made a recipient of share options (新株予約権) of a kind a Cabinet Order (政令) specifies, as used in Article 29-2 on income from exercising such options.
自己株券買付状況報告書
The report that an issuer of listed share certificates, etc. (上場株券等) must submit to the Prime Minister by the 15th of the following month for each month covered by a shareholders' meeting or board resolution to acquire its own shares (Article 24-6, paragraph (1)), stating how it bought its own shares that month and other matters a Cabinet Office Order (内閣府令) specifies.
An individual to whom the main rule of paragraph (1) has applied, exempting from income tax the economic benefit of acquiring shares by exercising, under the contract, specified stock acquisition rights (特定新株予約権) granted on the conditions that paragraph sets.
The documents with information useful for voting that directors must give shareholders with the notice of a shareholders meeting when votes may be cast in writing or electronically.
A lawsuit claiming that a special controlling shareholder's acquisition of all the shares, etc. subject to a cash-out is void, which only the persons listed in Article 846-2, paragraph (2) may bring.
The incorporators, directors and company auditors at incorporation, officers, etc. and liquidators of a stock company, whose liability a shareholder may demand that the company enforce by lawsuit.
役員
In Chapter VI, Section 3 (Articles 177 to 183), a director (理事), company director (取締役), executive officer (執行役), inspector (監事), company auditor (監査役) or liquidator (清算人), or a person equivalent to any of them, of a corporation that is the debtor where an order commencing bankruptcy proceedings has been made against it.
招集権者
The director, or liquidator, designated in the articles of incorporation or by the board to call meetings of the board of directors, or of the board of liquidators.
各委員会
In Articles 400 and 401 and Article 911, paragraph (3), item (xxiii)(b), each of a company's nominating committee, audit committee and compensation committee, each of which must have at least three members.
In Article 29-2(5), the specified shares (特定株式), other than a director's, that a person who used the tax deferral holds when leaving Japan (国外転出) and whose value at that time exceeds their acquisition cost, of the kind a Cabinet Order (政令) sets; they are treated as sold when the person leaves.
In Article 29-2, an outside highly skilled person (社外高度人材) — not a director, executive officer or employee of the company or its related corporations, nor a large shareholder or a person specially related to one — who works on new business field development under a certified plan of a certified new small or medium-sized enterprise, etc. (認定新規中小企業者等) under the Act on Strengthening the Management of Small and Medium-Sized Enterprises, etc., is given share options under that plan, and stays a resident from the start of the plan until exercising them.
The directors, accounting advisors, company auditors and financial auditor at incorporation of a stock company being formed.
特定新株予約権の付与に関する調書
A report that a stock company granting specified share options (特定新株予約権) must file with the district director of the tax office by 31 January of the year after the grant, as a Cabinet Order (政令) sets.
An individual who, on the day of the resolution granting stock options (付与決議), held the number of shares of the company that a Cabinet Order (政令) sets.
議事録等
The minutes of a board of directors meeting, or the written or electronic consents by which a board resolution was passed without a meeting, which the company must keep at its head office for ten years.