No company must engage in a joint share transfer (meaning a share transfer carried out by a company jointly with another company; the same applies hereinafter) if it falls under either of the following items:
会社は、次の各号のいずれかに該当する場合には、共同株式移転（会社が他の会社と共同してする株式移転をいう。以下同じ。）をしてはならない。
if the joint share transfer substantially restrains competition in a particular field of trade, or
if unfair trade practices have been employed in the course of the share transfer.
Every company that intends to engage in a joint share transfer must notify the Japan Fair Trade Commission in advance of its plan with regard to the share transfer pursuant to the provisions of the Rules of the Japan Fair Trade Commission if the total domestic sales amount of any one of the companies intending to be parties to the joint share transfer exceeds the amount provided by Cabinet Order, which must be no less than twenty billion yen, and the total domestic sales amount of any one of the other companies intending to be parties to the same joint share transfer exceeds the amount provided by Cabinet Order, which must be no less than five billion yen provided, however, that this does not apply if all the companies intending to be parties to the joint share transfer belong to the same group of combined companies.
The provisions of Article 10, paragraphs (8) through (14) apply mutatis mutandis to the restriction on joint share transfer pertaining to the notification under the preceding paragraph and to the order issued by the Japan Fair Trade Commission pursuant to Article 17-2, paragraph (1). In this case, the phrase "acquire the shares" in Article 10, paragraph (8) and the phrase "acquisition of shares" in paragraphs (10) through (14) of that Article are deemed to be replaced with "effect the joint share transfer" and "joint share transfer" respectively, and the phrases "share acquisition" and "acquisition of shares" in paragraph (9) of that Article are deemed to be replaced with "joint share transfer", the phrase "requested the acquiring company" with "requested at least one of the companies intending to engage in a joint share transfer", and the phrase "the share acquiring company" with "the companies intending to engage in a joint share transfer".
第十条第八項から第十四項までの規定は、前項の規定による届出に係る共同株式移転の制限及び公正取引委員会がする第十七条の二第一項の規定による命令について準用する。この場合において、第十条第八項及び第十項から第十四項までの規定中「株式の取得」とあるのは「共同株式移転」と、同条第九項中「株式の取得」とあるのは「共同株式移転」と、「が株式取得会社」とあるのは「が共同株式移転をしようとする会社のうち少なくとも一の会社」と、「、株式取得会社」とあるのは「、共同株式移転をしようとする会社」と読み替えるものとする。
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competition
「競争」
The state in which two or more enterprises (事業者), within the normal scope of their business and without significant change to its facilities or form, supply the same or similar goods or services to the same buyers, or are supplied with them by the same suppliers, or could do so.
Defined inArticle 2, paragraph (4)· applies throughout the law
unfair trade practices
「不公正な取引方法」
Any of the acts Article 2, paragraph (9) lists: refusing to deal together with competitors without justifiable grounds, unjust discriminatory pricing or selling far below cost that is likely to make other enterprises' business difficult, restricting a buyer's resale prices, abusing a superior bargaining position, and other acts likely to impede fair competition of the kinds listed in item (vi) that the Japan Fair Trade Commission designates.
Defined inArticle 2, paragraph (9)· applies throughout the law
group of combined companiesmachine translation
「企業結合集団」
A group made up of a company, its subsidiary companies, its parent company that is not itself a subsidiary of another company, and that parent company's other subsidiary companies.
Defined inArticle 10, paragraph (2)
total domestic sales amount
「国内売上高合計額」
A company's domestic sales (国内売上高) added to those of the other companies, etc. (会社等) in its group of combined companies (企業結合集団), by the method the Rules of the Japan Fair Trade Commission (公正取引委員会規則) set.
Short name set inArticle 10, paragraph (2)
joint share transfer
「共同株式移転」
A share transfer (株式移転) that a company carries out jointly with another company.
Defined inArticle 15-3, paragraph (1)
Fair Trade Commission
公正取引委員会
The body the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade (独占禁止法, the Antimonopoly Act) sets up to achieve that Act's purpose — among other things, to promote fair and free competition by banning private monopolization, unreasonable restraint of trade and unfair trade practices, and so to protect the interests of general consumers and the democratic and sound development of the national economy (Antimonopoly Act, Articles 1 and 27, paragraph (1)). It comes under the Prime Minister's jurisdiction, but its chairperson and four commissioners — appointed by the Prime Minister with the consent of both Houses of the Diet — exercise their authority independently (Articles 27, paragraph (2), 28 and 29). Under the Act against Unjustifiable Premiums and Misleading Representations, businesses and trade associations may, with the approval of both the Prime Minister and the Fair Trade Commission, conclude or set agreements or rules (協定又は規約) on premiums or representations (Article 36, paragraph (1)).
Written by AI using Antimonopoly Act, Arts. 1, 27, 28, 29 and Act against Unjustifiable Premiums and Misleading Representations, Art. 36 as a reference.