If business transfer, etc. is to be effected (excluding the following cases), dissenting shareholders may demand that the stock company effecting the business transfer, etc. purchase, at a fair price, the shares that they hold:
if the act set forth in Article 467, paragraph (1), item (i) is performed, and the resolution at a shareholders meeting under Article 471, item (iii) is passed simultaneously with the resolution at a shareholders meeting under the same paragraph; and
第四百六十七条第一項第一号に掲げる行為をする場合において、同項の株主総会の決議と同時に第四百七十一条第三号の株主総会の決議がされたとき。
cases prescribed in paragraph (2) of the preceding Article (excluding the cases prescribed in paragraph (3) of the same Article).
The dissenting shareholders provided for in the preceding paragraph means the shareholders provided for in each of the following items in the cases set forth in the same items:
前項に規定する「反対株主」とは、次の各号に掲げる場合における当該各号に定める株主をいう。
if a resolution at a shareholders meeting (including a general meeting of class shareholders) is required to effect the business transfer, etc.: the following shareholders:
shareholders who gave notice to relevant stock company to the effect that they dissented from relevant business transfer, etc. prior to relevant shareholders meeting and who dissented from relevant business transfer, etc. at relevant shareholders meeting (limited to those who can exercise voting rights at relevant shareholders meetings);
当該株主総会に先立って当該事業譲渡等に反対する旨を当該株式会社に対し通知し、かつ、当該株主総会において当該事業譲渡等に反対した株主（当該株主総会において議決権を行使することができるものに限る。）
shareholders who cannot exercise voting rights at relevant shareholders meetings;
当該株主総会において議決権を行使することができない株主
in cases other than those prescribed in the preceding item:all shareholders (excluding the special controlling company in the cases prescribed in paragraph (1) of the preceding Article).
A stock company that intends to effect the business transfer, etc. must give notice to its shareholders (excluding the special controlling company in the cases prescribed in paragraph (1) of the preceding Article) to the effect that it intends to effect the business transfer, etc. (or, in the cases provided for in Article 467, paragraph (2), to the effect that the stock company will carry out the act set forth in paragraph (1), item (iii) of that Article and of the matters regarding shares under paragraph (2) of that Article), no later than twenty days prior to the effective day.
A public notice may be substituted for the notice pursuant to the provisions of the preceding paragraph in the following cases:
次に掲げる場合には、前項の規定による通知は、公告をもってこれに代えることができる。
if the stock company which effects the business transfer, etc. is a public company;
if the stock company which effects the business transfer, etc. receives the approval of the contract relating to the business transfer, etc. by the resolution at a shareholders meeting under Article 467, paragraph (1).
事業譲渡等をする株式会社が第四百六十七条第一項の株主総会の決議によって事業譲渡等に係る契約の承認を受けた場合
To make a demand under the provisions of paragraph (1) (hereinafter in this Chapter referred to as the "exercise of appraisal rights"), a dissenting shareholder must indicate the number of shares with regard to which the shareholder is exercising appraisal rights (or, for a company with classes of shares, the classes of the shares and the number of shares for each class), between twenty days prior to the effective day and the day immediately preceding the effective day.
When intending to exercise appraisal rights concerning shares for which share certificates have been issued, shareholders of those shares must submit share certificates representing those shares to the stock company that effects the business transfer, etc.;provided, however, that this does not apply to a person who makes a request pursuant to the provisions of Article 223 with regard to those share certificates.
Shareholders exercising appraisal rights may withdraw their demands for appraisal only with the approval of the stock company that effects the business transfer, etc.
The demands of the shareholders exercising appraisal rights lose effect if the business transfer, etc. is canceled.
The provisions of Article 133 do not apply to shares that are the subject of the exercise of appraisal rights.
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
company with class shares
「種類株式発行会社」
A stock company that issues two or more classes of shares with different terms on the matters listed in Article 108, paragraph (1), such as dividends of surplus or voting rights.
Defined inArticle 2, paragraph (1), item (xiii)· applies throughout the law
general meeting of class shareholders
「種類株主総会」
A meeting of the shareholders who hold a particular class of shares in a company with class shares.
Defined inArticle 2, paragraph (1), item (xiv)· applies throughout the law
dissenting shareholders
「反対株主」
The shareholders who may demand that the company buy their shares at a fair price when it carries out a major action such as a merger, a business transfer or a share consolidation: chiefly those who gave notice of their opposition and voted against it, and those who could not vote on it.
Defined inArticle 182-4, paragraph (2)
effective day
「効力発生日」
The day on which the corporate action in question takes effect, such as a share consolidation, business transfer, entity conversion, merger, company split, share exchange or partial share exchange.
Short name set inArticle 467, paragraph (1)· applies only in this chapter
business transfer, etc.machine translation
「事業譲渡等」
The transactions listed in Article 467, paragraph (1), items (i) to (iv) that need approval at a shareholders meeting: transferring all or an important part of the company's business or certain shares in a subsidiary, taking over all of another company's business, and leasing or handing over the management of its whole business.
Short name set inArticle 468, paragraph (1)· applies only in this chapter
special controlling company
「特別支配会社」
A company that, 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 that company's articles of incorporation set.
Defined inArticle 468, paragraph (1)
dissenting shareholders
「反対株主」
The shareholders who may demand that the company buy their shares at a fair price when it carries out a major action such as a merger, a business transfer or a share consolidation: chiefly those who gave notice of their opposition and voted against it, and those who could not vote on it.
Defined inArticle 469, paragraph (2)
exercise of appraisal rights
「株式買取請求」
A dissenting shareholder's demand that the company buy their shares at a fair price when it carries out a major action such as a share consolidation, a business transfer, a merger, a company split or a share exchange.
Short name set inArticle 469, paragraph (5)· applies only in this chapter
shareholders meeting
株主総会
The meeting of a stock company's shareholders, and the body through which they decide the company's basic matters. It elects the directors and company auditors (Companies Act, Article 329, paragraph (1)) and changes the articles of incorporation (Article 466). In a company without a board of directors it may decide any matter about the company; in one with a board, only what the Act or the articles of incorporation leave to it (Article 295). An annual shareholders meeting must be called after the end of every business year, and another may be called whenever needed (Article 296). A resolution normally passes by a majority of the votes present, with holders of a majority of the votes entitled to vote attending (Article 309, paragraph (1)).
Written by AI using Companies Act, Arts. 295, 296, 309, 329, 466 as a reference.