Article 164Restitution of Profits Arising from Short-Term Purchase and Sales by the Officer of a Listed Company

①In order to prevent wrongful use by the officer or major shareholder of a listed company, etc. of any secret information acquired in the course of duty or by virtue of position, a listed company, etc. may request an officer or major shareholder that conducts a sale, etc. of regulated securities, etc. of the listed company, etc. within six months after having conducted their purchase, etc. on their own or major shareholder's own account, or an officer or major shareholder that conducts a purchase, etc. of regulated securities, etc. of the listed company, etc. within six months after having conducted their sale, etc. on their own or major shareholder's own account, to provide the listed company, etc. with the profit earned from the sale.

②If a listed company, etc. fails to make a request under the preceding paragraph within 60 days from the day on which a shareholder (including a member that is an insurance policy holder, an equity holder, or an investor (meaning an investor as defined in Article 2, paragraph (16) of the Act on Investment Trusts and Investment Corporations and including a member of the foreign investment corporation as defined in paragraph (25) of that Article); hereinafter the same applies in this paragraph and paragraph (8)) of the listed company, etc. demands that the listed company, etc. make the request under the preceding paragraph, the shareholder may make the request in subrogation of the listed company, etc.

③The right to make a request of the officer or major shareholder of a listed company, etc. pursuant to the preceding two paragraphs extinguishes by prescription if that right is not exercised within two years from the time the profit is made.

④If the Prime Minister finds, based on the report referred to in the preceding Article that the officer or major shareholder of a listed company, etc. has made the profit referred to in paragraph (1), the Prime Minister is to send a copy of the portion of the report related to the profit (hereinafter referred to as a "document related to profit" in this Article) to the officer or major shareholder, and if there is no filing as referred to in the following paragraph from the officer or major shareholder within the period specified therein with regard to the document related to profit, the Prime Minister is to send a copy of the document related to profit and information on the trade name, name, or personal name of the officer or major shareholder to the listed company, etc.; provided, however, that this does not apply if the Prime Minister learns that the profit referred to in paragraph (1) has already been provided to the listed company, etc. before the Prime Minister sends the copy of the document related to profit to the officer or major shareholder or to the listed company, etc.

⑥If a filing indicating that the officer or major shareholder has not made a purchase and sale, etc. as stated in the copy of a document related to profit is submitted by the officer or major shareholder pursuant to the preceding paragraph, for the purpose of the application of the main clause of paragraph (4), the portion to which the filing pertains is deemed not to have been included in the report to the Prime Minister under paragraph (1) of the preceding Article.

⑦If the Prime Minister sends a copy of a document related to profit to a listed company, etc. based on the provisions of paragraph (4), the Prime Minister is to make the copy of the document related to profit available for public inspection during the period starting from the day on which 30 days have elapsed since the day the copy is sent and ending on the day that the right to a request which is provided for in paragraph (3) extinguishes (or the day that the Prime Minister learns that the profit referred to in paragraph (1) has been provided to the listed company, etc., if the Prime Minister learns of this before the right to a request extinguishes); provided, however, that this does not apply if the Prime Minister learns that the profit referred to in paragraph (1) has already been provided to the listed company, etc. before the Prime Minister makes the copy of the document related to profit available for public inspection.

⑧If a copy of a document related to profit is made available for public inspection pursuant to the provisions of the preceding paragraph, a shareholder of the listed company, etc. referred to in that paragraph may request the Prime Minister to provide information on the trade name, name, or personal name of the officer or major shareholder found to have made the profit referred to in paragraph (1).

⑨The provisions of the preceding paragraphs do not apply if the major shareholder is not a major shareholder either at the time of effecting the purchase, etc. or at the time of effecting the sale, etc., nor do they apply in cases that are specified by Cabinet Office Order in consideration of the features the purchase, etc. or sale, etc. that an officer or major shareholder effects and other circumstances.

⑩The method of calculating profit, if, as in paragraph (4), the Prime Minister finds the officer or major shareholder of a listed company, etc. to have made the profit referred to in paragraph (1), is specified by Cabinet Office Order.