Article 146Action to Invalidate a Merger

The provisions of Article 828, paragraph (1) (limited to the part that involves item (vii) and item (viii)) and paragraph (2) (limited to the part that involves item (vii) and item (viii)); Article 834 (limited to the part that involves item (vii) and item (viii)); Article 835, paragraph (1); Articles 836 through 839; Article 843 (excluding paragraph (1), item (iii) and item (iv) and the proviso to paragraph (2)); Article 846; and Article 937, paragraph (3) (limited to the part that involves item (ii) and item (iii)) of the Companies Act apply mutatis mutandis to the action to invalidate a merger referred to in Article 136, paragraph (1); and the provisions of Article 868, paragraph (6); Article 870, paragraph (2) (limited to the part that involves item (vi)); Article 870-2; the main clause of Article 871; Article 872 (limited to the part that involves item (v)); Article 872-2; the main clause of Article 873; Article 875; and Article 876 of the Companies Act apply mutatis mutandis to the petition referred to in Article 843, paragraph (4) of that Act as applied mutatis mutandis pursuant to this Article. In this case, in Article 828, paragraph (2), item (vii) of the Companies Act, the phrase "a shareholder, etc. or a member, etc." is deemed to be replaced with "a member, etc. (meaning a member, president, director, inspector, or liquidator; hereinafter the same applies in this item)" and the phrase "a shareholder, etc., a member, etc." is deemed to be replaced with "a member, etc., shareholder, etc. (meaning a shareholder, director, or liquidator (if it is a company with company auditors, this means a shareholder, director, company auditor, or liquidator; and if it is a company with nominating committee, etc., this means a shareholder, director, executive officer, or liquidator))"; in item (viii) of that paragraph, the phrase "a shareholder, etc. or a member, etc." is deemed to be replaced with "a member, etc. (meaning a member, president, director, inspector, or liquidator; hereinafter the same applies in this item) or shareholder, etc. (meaning a shareholder, director, or liquidator (if it is a company with company auditors, this means a shareholder, director, company auditor, or liquidator; and if it is a company with nominating committee, etc., this means a shareholder, director, executive officer, or liquidator); hereinafter the same applies in this item)" and the phrase "a shareholder, etc., a member, etc." is deemed to be replaced with "a member, etc., shareholder, etc."; in Article 937, paragraph (3) of that Act, the term "head office" is deemed to be replaced with "head office (if it is an incorporated association-operated financial instruments exchange, the principal office)"; and any other necessary technical replacement of terms is specified by Cabinet Order.