Article 19Amount of Compensatory Liability Person Submitting a Securities Registration Statement That Contains a False Statement
第十九条（虚偽記載のある届出書の届出者等の賠償責任額）
The amount of compensation for which a person is liable pursuant to the preceding Article is the amount calculated by deducting the amount specified in each of the following items from the amount that the claimant paid to acquire the securities:
the market value of the securities at the time the claimant claims damages pursuant to the preceding Article (or, if they have no market value, their estimated disposal value at such time); or
前条の規定により損害賠償を請求する時における市場価額（市場価額がないときは、その時における処分推定価額）
the disposal value of the securities, if they were disposed of before the time referred to in the preceding item.
If the person that would be liable to compensate pursuant to the preceding Article proves that all or part of the damage sustained by the claimant is due to circumstances other than the decline in the value of the securities that would have arisen from the securities registration statement or the prospectus containing a false statement regarding a material particular, lacking a statement of a material particular that is required to be stated, or lacking a statement of a material fact that is necessary to prevent it from being misleading, the person is not liable for the whole or such part of the compensation.
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(Compensatory Liability of the Person Submitting a Securities Registration Statement Containing a False Statement)
If a securities registration statement contains a false statement regarding a material particular, lacks a statement of a material particular that is required to be stated…
有価証券届出書のうちに、重要な事項について虚偽の記載があり、又は記載すべき重要な事項若しくは誤解を生じさせないために必要な重要な事実の記載が欠けているときは、当該有価証券届出書の届出者は、当該有価証券を当該募集又は売出しに応じて取得した者に対し、損害賠償の責めに任ずる。
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the market value of the securities at the time the claimant claims damages pursuant to the preceding Article (or, if they have no market value, their estimated disposal value at such time); or
前条の規定により損害賠償を請求する時における市場価額（市場価額がないときは、その時における処分推定価額）
Open this provisionsecurities
「有価証券」
Securities as this Act defines them: the instruments listed in Article 2, paragraph (1), among them national government and local government bonds, corporate bonds, share certificates and share option certificates, preferred equity investment certificates, beneficiary certificates of investment trusts and other trusts, investment securities, certain promissory notes, mortgage securities, option certificates and depositary receipts, foreign instruments of the same nature, and other instruments a Cabinet Order (政令) specifies.
Defined inArticle 2, paragraph (1)· applies throughout the law
securities registration statement
「有価証券届出書」
A securities registration statement: the statement filed under Article 5, paragraph (1) (including as applied under paragraph (5) of that Article) for a public offering or secondary distribution of securities, the documents attached to it under paragraph (13) of that Article, and any amended statement filed under Article 7, paragraph (1), Article 9, paragraph (1) or Article 10, paragraph (1).
Defined inArticle 2, paragraph (7)· applies throughout the law
prospectus
「目論見書」
A document setting out an explanation of the issuer's business and other matters, for a public offering or secondary distribution of securities, or for a general solicitation of securities acquired by qualified institutional investors (適格機関投資家取得有価証券一般勧誘) under Article 4, paragraph (2) or of securities acquired by professional investors, etc. (特定投資家等取得有価証券一般勧誘) under Article 4, paragraph (3) that is not a secondary distribution, which is delivered to the other party, or delivered when the other party asks for it.
Defined inArticle 2, paragraph (10)· applies throughout the law
damages
損害賠償
Compensation for loss one person has caused another. A debtor who does not perform an obligation as it should be performed, or cannot perform it, must compensate the creditor for the loss that results, unless the failure comes from a cause the debtor is not responsible for, judged by the contract or other source of the obligation and by accepted views in dealings (Civil Code, Article 415, paragraph (1)); and a person who, intentionally or negligently, infringes another's rights or legally protected interests must compensate for the loss that results (Article 709). It is paid in money unless otherwise agreed (Articles 417 and 722, paragraph (1)), and the parties to a contract may agree in advance the amount due if it is not performed; a sum fixed for breach (違約金) is presumed to be such an agreement (Article 420, paragraphs (1) and (3)). The Consumer Contract Act makes void the part of such an amount in a consumer contract, for its cancellation, with any penalty added, above the average loss the business would suffer from the cancellation of consumer contracts of that kind, measured separately for each category the clause sets, such as the reason for and time of cancellation (Consumer Contract Act, Article 9, paragraph (1), item (i)).
Written by AI using Civil Code, Arts. 415, 417, 420, 709, 722 and Consumer Contract Act, Art. 9 as a reference.