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Terms

decision-making body

意思決定機関(いしけっていきかん)

In Article 57-10, paragraph (2), the body that decides the financial and operational or business policies of a company, partnership or similar business entity, Japanese or foreign — its shareholders' meeting (株主総会) or an equivalent body.

electronic provision measures period

電子提供措置期間(でんしていきょうそちきかん)

The period during which a company must keep its shareholders meeting materials posted online: from three weeks before the meeting, or the day the notice of the meeting is sent if earlier, until three months after the meeting.

electronic provision measures matters

電子提供措置事項(でんしていきょうそちじこう)

The matters a company posts online through electronic provision measures for a shareholders meeting, such as reference documents and financial statements, which a shareholder may ask to receive on paper.

action seeking dismissal of an officer of a stock company

株式会社の役員の解任の訴え(かぶしきがいしゃのやくいんのかいにんのうったえ)

A lawsuit under Article 854, paragraph (1), brought within 30 days of a shareholders' meeting by shareholders who meet the holding requirements of that paragraph, seeking the dismissal of an officer (役員) of a stock company (株式会社) who has acted dishonestly or seriously violated laws or the articles of incorporation in performing their duties, where the meeting voted down a proposal to dismiss the officer or its resolution to dismiss the officer did not take effect under Article 323.

reporting month

報告月(ほうこくづき)

In Article 24-6, paragraph (1), each month from the month in which the shareholders' meeting, board meeting or equivalent that resolved on buying the issuer's own shares ended, to the month in which the period set under Article 156, paragraph (1), item (iii) of the Companies Act, or an equivalent day a Cabinet Order (政令) sets, ends; the issuer reports its purchases for each such month.

resolution to acquire

取得決議(しゅとくけつぎ)

The resolution of a shareholders' meeting or similar body by which a company acquires all the shares of a class whose terms allow it to do so.

electronic provision measures commencement date

電子提供措置開始日(でんしていきょうそちかいしび)

The day from which a company must post its shareholders meeting materials online: three weeks before the meeting, or the day the notice of the meeting is sent if that is earlier.

interim dividend

中間配当(ちゅうかんはいとう)

A dividend of surplus paid in money that a company with a board of directors may, if its articles of incorporation allow, pay once partway through a business year on a resolution of the board instead of the shareholders meeting.

parent company, etc.

親会社等(おやがいしゃとう)

For the definition of an ultimate parent entity, etc. (最終親会社等) in Article 66-4-4, a constituent company, etc. (構成会社等) of a corporate group that a Cabinet Order (政令) specifies as controlling the body — the shareholders' meeting or similar — that decides the financial and business policies of the group's other constituent companies, etc.

amount of succeeded obligations

承継債務額(しょうけいさいむがく)

The amount, worked out as a Ministry of Justice Order (法務省令) directs, of the obligations that a stock company surviving an absorption-type merger or succeeding to a business in an absorption-type company split takes over from the disappearing or splitting company; where it exceeds the amount of the assets taken over, a director must say so at the shareholders meeting that approves the deal.

amount of succeeded assets

承継資産額(しょうけいしさんがく)

The amount, worked out as a Ministry of Justice Order (法務省令) directs, of the assets that a stock company surviving an absorption-type merger or succeeding to a business in an absorption-type company split takes over from the disappearing or splitting company; where the obligations taken over exceed it, a director must say so at the shareholders meeting that approves the deal.

shares with restricted voting right

議決権制限株式(ぎけつけんせいげんかぶしき)

A class of shares that carries a vote on only some matters, or none, at shareholders meetings; in a public company these may not come to exceed half of all issued shares.

minimum liability amount

最低責任限度額(さいていせきにんげんどがく)

The floor a shareholders meeting may not go below when it releases an officer of a stock company from liability for damages under Article 423, paragraph (1): one year's worth of what the officer receives from the company for performing their duties, worked out as a Ministry of Justice Order (法務省令) directs, multiplied by six for a representative director or representative executive officer, four for another executive director or executive officer and two for any other director, accounting advisor, company auditor or financial auditor, plus the value of any share options the officer took up from the company.

voting rights

議決権(ぎけつけん)

In Articles 3 and 6 of the supplementary provisions (附則) of Act No. 46 of 2021, voting rights as Article 2, paragraph (6) of the Banking Act describes them: not counting rights on shares that cannot be voted on any matter at a shareholders' meeting, and counting rights on shares deemed to carry voting rights under Article 879, paragraph (3) of the Companies Act.

銀行法第二条第六項に規定する議決権