In cases of effecting a consolidation-type merger, etc. (excluding the following cases), dissenting shareholders may demand that the disappearing stock company, etc. purchase, at a fair price, the shares that they hold:
in cases prescribed in Article 804, paragraph (2); and
第八百四条第二項に規定する場合
in cases prescribed in Article 805.
第八百五条に規定する場合
The "dissenting shareholders" provided for in the preceding paragraph means the shareholders provided for in the following items:
前項に規定する「反対株主」とは、次に掲げる株主をいう。
shareholders who gave notice to relevant disappearing stock company, etc. to the effect that they dissented from relevant consolidation-type merger, etc. prior to the shareholders meeting set forth in Article 804, paragraph (1) (if a resolution at a general meeting of class shareholders is required to effect the consolidation-type merger, etc., including relevant general meeting of class shareholders) and who dissented from relevant consolidation-type merger, etc. at the relevant shareholders meeting (limited to those who can exercise voting rights at relevant shareholders meeting); and
shareholders who are unable to exercise voting rights at the relevant shareholders meeting.
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
A disappearing stock company, etc. must notify its shareholders that it will effect a consolidation-type merger, etc. and the trade names and addresses of the companies disappearing in the consolidation-type merger, the company splitting in the incorporation-type split, or the wholly owned subsidiary company resulting from a share transfer (hereinafter referred to as the "disappearing company, etc." in this Section) and the incorporated company, within two weeks from the day of the resolution at the shareholders meeting referred to in Article 804, paragraph (1); provided, however, that this does not apply in the cases set forth in the items of paragraph (1).
A public notice may be substituted for the notice under the provisions of the preceding paragraph.
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。
To make a demand under the provisions of paragraph (1) (hereinafter referred to as the "exercise of appraisal rights" in this division) a dissenting shareholder must indicate the number of shares with regard to which the shareholder is exercising the appraisal rights (or, for a company with classes shares, the classes of the shares and the number of shares for each class), within twenty days from the day of the notice under the provisions of paragraph (3) or the public notice under the preceding paragraph.
When intending to exercise appraisal rights on shares for which share certificates have been issued, shareholders of those shares must submit the share certificates representing those shares to the disappearing stock company, etc.;provided, however, that this does not apply to a person who makes a demand pursuant to the provisions of Article 223 with respect to those share certificates.
Shareholders exercising appraisal rights may withdraw their demands for appraisal only with the approval of the disappearing stock company, etc.
The demands of the shareholders exercising appraisal rights lose effect if the consolidation-type merger, etc. is cancelled.
The provisions of Article 133 do not apply to shares for the exercise of appraisal rights.
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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
company disappearing in the consolidation-type merger
「新設合併消滅会社」
A company that ceases to exist in a consolidation-type merger, its rights and obligations passing to the new company formed by the merger.
Short name set inArticle 753, paragraph (1), item (i)· applies only in this part
company splitting in the incorporation-type split
「新設分割会社」
A company that hands over rights and obligations of its business to a new company formed in an incorporation-type company split.
Short name set inArticle 763, paragraph (1), item (v)· applies only in this part
wholly owned subsidiary company resulting from a share transfermachine translation
「株式移転完全子会社」
A stock company all of whose issued shares are acquired by a new stock company formed in a share transfer.
Short name set inArticle 773, paragraph (1), item (v)· applies only in this part
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 797, paragraph (2)
disappearing stock company, etc.
「消滅株式会社等」
A stock company that is merged away in a consolidation-type merger, splits off business in an incorporation-type company split, or becomes a wholly owned subsidiary in a share transfer, and must keep the merger agreement, split plan or share transfer plan at its head office.
Short name set inArticle 803, paragraph (1)· applies only in this division
incorporated company
「設立会社」
The new company formed in a consolidation-type merger, an incorporation-type company split or a share transfer.
Short name set inArticle 803, paragraph (1)· applies only in this division
consolidation-type merger, etc.
「新設合併等」
A consolidation-type merger, an incorporation-type company split or a share transfer.
Short name set inArticle 804, paragraph (4)· applies only in this section
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 806, paragraph (2)
disappearing company, etc.
「消滅会社等」
In a consolidation-type merger, an incorporation-type company split or a share transfer, the other companies taking part besides the stock company giving notice: those merged away, those splitting off their business, or those becoming wholly owned subsidiaries.
Short name set inArticle 806, paragraph (3)· applies only in this section
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 806, paragraph (5)· applies only in this division
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.