Article 179-10Keeping and Inspection of Documents Related to Acquisition of Shares Subject to the Cash-Out
第百七十九条の十（売渡株式等の取得に関する書面等の備置き及び閲覧等）
A subject company must prepare a document or an electronic or magnetic record in which it details or records the number of shares, etc. subject to the cash-out that a special controlling shareholder acquired by the demand for shares, etc. cash-out and other information prescribed by Ministry of Justice Order as information related to the acquisition of shares, etc. subject to cash out related to the demand for shares, etc. cash-out, after the acquisition day without delay.
A subject company must keep the document or electronic or magnetic record referred to in the preceding paragraph at its head office for six months from the acquisition day (if the subject company is not a public company, one year after the acquisition day).
A person who is a shareholder, etc. subject to the cash-out on the acquisition day may make the following requests to a subject company at any time during its business hours; provided, however, that the cost specified by the subject company must be paid for making a request set forth in items (ii) or (iv):
a request to inspect documents under the preceding paragraph;
前項の書面の閲覧の請求
a request for a transcript or extract of documents under the preceding paragraph;
前項の書面の謄本又は抄本の交付の請求
a request to inspect anything that is used in a manner prescribed by Ministry of Justice Order to display the information recorded in an electronic or magnetic record as referred to in the preceding paragraph; and
a request to be provided with the information recorded in an electronic or magnetic record as referred to in the preceding paragraph by an electronic or magnetic means that the subject company has designated, or a request to be issued a document showing that information.
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public company
「公開会社」
A stock company whose articles of incorporation do not require the company's approval for transfers of at least some of its shares; it need not be listed on a stock exchange.
Defined inArticle 2, paragraph (1), item (v)· applies throughout the law
electronic or magnetic means
「電磁的方法」
A method that uses an electronic data processing system or other information and communications technology, of a kind set by Ministry of Justice Order (法務省令).
Defined inArticle 2, paragraph (1), item (xxxiv)
electronic or magnetic record
「電磁的記録」
A record made in electronic, magnetic or any other form people cannot perceive directly, of a kind that Ministry of Justice Order (法務省令) specifies as used in computer processing.
Defined inArticle 26, paragraph (2)
special controlling shareholdermachine translation
「特別支配株主」
A person who, together with the stock companies it wholly owns and similar corporations set by Ministry of Justice Order (法務省令), holds nine tenths or more of the votes in a stock company (or any higher proportion its articles of incorporation set), and who may therefore demand that all other shareholders sell it their shares.
Defined inArticle 179, paragraph (1)
subject company
「対象会社」
The stock company whose shares a special controlling shareholder (one holding at least nine tenths of the votes) demands the other shareholders sell to it in a cash-out.
Short name set inArticle 179, paragraph (2)
acquisition day
「取得日」
The day, stated in a special controlling shareholder's demand for cash-out, on which that shareholder acquires the shares (and any share options) that the other holders must sell to it.
Short name set inArticle 179-2, paragraph (1), item (v)· applies only in this section
shares, etc. subject to the cash-out
「売渡株式等」
The shares subject to a cash-out, together with the share options subject to it when the special controlling shareholder demands those as well.
Short name set inArticle 179-2, paragraph (1), item (v)
demand for share, etc. cash-out
「株式等売渡請求」
A special controlling shareholder's demand for cash-out of the shares, together with its demand for cash-out of the share options where it makes both.
Short name set inArticle 179-3, paragraph (1)
shareholders, etc. subject to the cash-out
「売渡株主等」
The shareholders subject to a cash-out, together with the share option holders subject to it when the special controlling shareholder demands the share options as well.
Short name set inArticle 179-4, paragraph (1), item (i)· applies only in this section