Article 52-24Restriction on Acquisition of Voting Rights by Bank Holding Companies
第五十二条の二十四(銀行持株会社等による議決権の取得等の制限)
It is prohibited for a bank holding company or its subsidiary company to acquire or hold voting rights in a domestic company (excluding a bank, a company set forth in any of Article 52-23, paragraph (1), items (i) through (v), item (x), item (xii), item (xiv) and item (xv) (in the case of the company set forth in item (xii) of that paragraph, excluding a company under special business revitalization process), a special holding company (limited to one which the bank holding company has as its subsidiary company), a company eligible to be a special subsidiary company, or a company subject to special provisions; hereinafter the same applies in the following paragraph through paragraph (6)) that cause the number of voting rights held by the bank holding company or its subsidiary companies to exceed the maximum threshold for voting rights when combined (meaning the number of voting rights that is arrived at when the total shareholder or investor voting rights in the domestic company is multiplied by fifteen percent; the same applies hereinafter in this Article and Article 65, item (xvii)).
The provisions of the preceding paragraph do not apply if a bank holding company or its subsidiary companies come to acquire or hold voting rights in a domestic company that exceed the maximum threshold for voting rights held through the acquisition of shares or equity due to the enforcement of a security right by the bank holding company or its subsidiary companies, or other grounds specified by Cabinet Office Order; provided, however, that unless the bank holding company obtains the approval of the Prime Minister in advance, the bank holding company or its subsidiary companies are prohibited from holding the part of the number of voting rights that they have come to acquire or hold in excess of the maximum threshold for voting rights when the voting rights are combined, after one year has passed since the day on which they came to acquire or hold those voting rights.
In the case referred to in the proviso to the preceding paragraph, it is prohibited for the part of the number of voting rights in a domestic company that a bank holding company or its subsidiary companies have come to acquire or hold which exceeds fifty percent of the total shareholder or investor voting rights in that company when the voting rights are combined, to be made subject to the approval referred to in that paragraph that the Prime Minister gives; and if the Prime Minister gives the approval referred to in the preceding paragraph, this must be given on condition that the bank holding company or its subsidiary companies promptly dispose of the part of the voting rights they have come to acquire or hold in excess of the maximum threshold for voting rights.
Notwithstanding the provisions of paragraph (1), in the case prescribed in any of the following items, even if the voting rights in a domestic company that a bank holding company or its subsidiary companies have held as of the day specified in the relevant item or come to hold on that day exceed the maximum threshold for voting rights, the bank holding company or its subsidiary companies may hold those voting rights in excess of the maximum threshold for voting rights, from that day forward; provided, however, that the Prime Minister must not grant the authorization provided for in the following items when, in the case set forth each of those items, the bank holding company and its subsidiary companies have held or come to hold a number of voting rights in a domestic company that exceeds fifty percent of the total shareholder or investor voting rights in that company when the voting rights are combined:
a company that has obtained the authorization referred to in Article 52-17, paragraph (1) becomes the bank holding company:the day it has become that bank holding company;
第五十二条の十七第一項の認可を受けた会社が当該銀行持株会社になつたとき その銀行持株会社になつた日
the bank holding company is incorporated under the authorization referred to in Article 52-17, paragraph (1):the day it is incorporated;
第五十二条の十七第一項の認可を受けて当該銀行持株会社が設立されたとき その設立された日
a specified holding company becomes the bank holding company by obtaining the authorization referred to in the proviso to Article 52-17, paragraph (3):the day it has obtained the authorization;
特定持株会社が第五十二条の十七第三項ただし書の認可を受けて当該銀行持株会社になつたとき その認可を受けた日
the bank holding company has made a bank, etc. eligible to be a subsidiary company its subsidiary company by obtaining the authorization referred to in Article 52-23, paragraph (3) (limited to the case specified by Cabinet Office Order):the day it has made that bank its subsidiary company;
第五十二条の二十三第三項の認可を受けて当該銀行持株会社が子会社対象銀行等を子会社としたとき(内閣府令で定める場合に限る。) その子会社とした日
the bank holding company implemented a merger by obtaining the authorization referred to in Article 52-35, paragraph (1) (limited to the case in which the bank holding company survives the merger):the day it implemented the merger;
当該銀行持株会社が第五十二条の三十五第一項の認可を受けて合併をしたとき(当該銀行持株会社が存続する場合に限る。) その合併をした日
the bank holding company succeeds to a business in an absorption-type company split by obtaining the authorization referred to in Article 52-35, paragraph (2) (limited to the case specified by Cabinet Office Order):the day the absorption-type company split is implemented;
当該銀行持株会社が第五十二条の三十五第二項の認可を受けて吸収分割により事業を承継したとき(内閣府令で定める場合に限る。) その吸収分割をした日
the bank holding company makes a business acquisition by obtaining the authorization referred to in Article 52-35, paragraph (3) (limited to the case specified by Cabinet Office Order):the day it acquired the business.
当該銀行持株会社が第五十二条の三十五第三項の認可を受けて事業の譲受けをしたとき(内閣府令で定める場合に限る。) その事業の譲受けをした日
When giving the authorization provided for in the items of the preceding paragraph, the Prime Minister must give this on condition that the bank holding company or its subsidiary companies dispose of the part of the voting rights in the domestic company that it has held on the day specified in the each of those items or will come to hold on that day that will cause the number of voting rights to exceed the maximum threshold for voting rights when the voting rights are combined, in accordance with the criteria set by the Prime Minister, by the last day of the five-year period that begins on that day.
If a bank holding company or its subsidiary companies come to hold a number of voting rights in a domestic company that exceeds the maximum threshold for voting rights when the voting rights are combined, the bank holding company is deemed to be the one that has acquired or holds the part of the voting rights that is in excess.
In the case referred to in any of the preceding paragraphs, a specified subsidiary company is deemed not to be the subsidiary company of a bank holding company concerning the acquisition or holding of voting rights in a company set forth in Article 52-23, paragraph (1), item (xi), a company under special business revitalization process, or a company set forth in item (xiii) of that paragraph.
The term "company subject to special provisions" as used in paragraph (1) means a company specified by Cabinet Office Order as a company engaged in business activities that are found to contribute to regional development (limited to the case in which the company does not fall under a company set forth in Article 52-23, paragraph (1), item (xiii) and the number of voting rights in the company that are held by the bank holding company or those of its subsidiary companies that are not specified subsidiary companies does not exceed the maximum threshold for voting rights when the voting rights are combined) and a company that has a unique relationship specified by Cabinet Office Order with the company set forth in paragraph (1), items (xi) through (xiii) of that Article (limited to a company that is a subsidiary company of the bank holding company).
第一項の「特例対象会社」とは、地域の活性化に資すると認められる事業活動を行う会社として内閣府令で定める会社(第五十二条の二十三第一項第十三号に掲げる会社に該当しないものであつて、当該銀行持株会社又はその特定子会社以外の子会社が、合算してその基準議決権数を超える議決権を保有していないものに限る。)及び同条第一項第十一号から第十三号までに掲げる会社(銀行持株会社の子会社であるものに限る。)と内閣府令で定める特殊の関係のある会社をいう。
The provisions of Article 2, paragraph (11) apply mutatis mutandis to voting rights that a bank holding company or its subsidiary company acquires or holds in the case referred to in the preceding paragraphs.