Article 816-4Cases Where Approval of a Partial Share Exchange Plan Is Not Required
第八百十六条の四（株式交付計画の承認を要しない場合等）
The provisions of paragraphs (1) and (2) of preceding Article do not apply if, the proportion of the amount set forth in item (i) to the amount set forth in item (ii) does not exceed one fifth (or, if any lower proportion is provided for in the articles of incorporation of the parent company resulting from a partial share exchange, that proportion); provided, however, that this does not apply in the cases set forth in that paragraph or the cases where the parent company resulting from a partial share exchange is not a public company:
the total of the amounts set forth below:
次に掲げる額の合計額
the amount obtained by multiplying the number of shares of the parent company resulting from a partial share exchange to be delivered to resulting from a partial share exchange transferors of shares and share options, etc. of the subsidiary company by the amount of net assets per share;
the total amount of the book value of bonds, share options or bonds with share options of the parent company resulting from a partial share exchange to be delivered to transferors of shares and share options, etc. of the subsidiary company resulting from a partial share exchange; and
the total amount of the book value of property other than shares, etc. of the parent company resulting from a partial share exchange to be delivered to transferors of shares and share options, etc. of the subsidiary company resulting from a partial share exchange; and
the amount calculated by the method prescribed by Ministry of Justice Order as the amount of the net assets of the parent company resulting from a partial share exchange.
株式交付親会社の純資産額として法務省令で定める方法により算定される額
In the cases prescribed in the main clause of the preceding paragraph, if shareholders that hold the shares (limited to those that entitle the shareholders to exercise voting rights at a shareholders meeting under paragraph (1) of the preceding Article) in the number prescribed by Ministry of Justice Order notify the parent company resulting from a partial share exchange to the effect that relevant shareholders dissent from relevant partial share exchange , within two weeks from the day of the notice under the provisions of Article 816-6, paragraph (3) or the public notice under paragraph (4) of that Article, relevant parent company resulting from a partial share exchange must obtain the approval of the partial share exchange plan by a resolution at a shareholders meeting no later than the day immediately preceding the effective day.
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(Approval of Partial Share Exchange Plans)
A parent company resulting from a partial share exchange must receive approval for the partial share exchange plan by resolution at a general meeting of members by the day immediately prior to the…
株式交付親会社は、効力発生日の前日までに、株主総会の決議によって、株式交付計画の承認を受けなければならない。
Open this provision(Approval of Partial Share Exchange Plans)
If the book value of the monies, etc. (excluding shares, etc. of the parent company resulting from a partial share exchange) delivered to transferors of shares and share options…
株式交付親会社が株式交付子会社の株式及び新株予約権等の譲渡人に対して交付する金銭等（株式交付親会社の株式等を除く。）の帳簿価額が株式交付親会社が譲り受ける株式交付子会社の株式及び新株予約権等の額として法務省令で定める額を超える場合には、取締役は、前項の株主総会において、その旨を説明しなければならない。
Open this provision(Cases Where Approval of a Partial Share Exchange Plan Is Not Required)
The provisions of paragraphs (1) and (2) of preceding Article do not apply if, the proportion of the amount set forth in item (i) to the amount set forth in item (ii) does not exceed one fifth…
前条第一項及び第二項の規定は、第一号に掲げる額の第二号に掲げる額に対する割合が五分の一（これを下回る割合を株式交付親会社の定款で定めた場合にあっては、その割合）を超えない場合には、適用しない。ただし、同項に規定する場合又は株式交付親会社が公開会社でない場合は、この限りでない。
Open this provision(Cases Where Approval of a Partial Share Exchange Plan Is Not Required)
the total of the amounts set forth below:
次に掲げる額の合計額
Open this provision(Cases Where Approval of a Partial Share Exchange Plan Is Not Required)
the amount calculated by the method prescribed by Ministry of Justice Order as the amount of the net assets of the parent company resulting from a partial share exchange.
株式交付親会社の純資産額として法務省令で定める方法により算定される額
Open this provision(Dissenting Shareholders' Appraisal Rights)
A parent company resulting from a partial share exchange must notify shareholders that it will effect a partial share exchange and the trade name and address of the subsidiary company resulting from…
株式交付親会社は、効力発生日の二十日前までに、その株主に対し、株式交付をする旨並びに株式交付子会社の商号及び住所を通知しなければならない。
Open this provision(Dissenting Shareholders' Appraisal Rights)
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。
Open this provisionpublic 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
share option
「新株予約権」
A right that entitles its holder, by exercising it against a stock company, to receive shares of that company.
Defined inArticle 2, paragraph (1), item (xxi)· applies throughout the law
bonds with share options
「新株予約権付社債」
A bond with share options attached to it.
Defined inArticle 2, paragraph (1), item (xxii)· applies throughout the law
bond
「社債」
A money claim against a company, arising from an allotment the company makes under this Act, that is to be repaid according to the terms set under Article 676.
Defined inArticle 2, paragraph (1), item (xxiii)· applies throughout the law
partial share exchange
「株式交付」
A stock company's acquiring shares of another stock company to make it a subsidiary, handing its own shares to the sellers in exchange; unlike a share exchange, it need not acquire all of them.
Defined inArticle 2, paragraph (1), item (xxxii-2)· applies throughout the law
shares, etc.machine translation
「株式等」
A stock company's shares, bonds and share options taken together.
Defined inArticle 107, paragraph (2), item (ii), (e)
net assets per share
「一株当たり純資産額」
The value of a stock company's net assets (what it owns minus what it owes) for each share, worked out by the method set by Ministry of Justice Order (法務省令) — used, for example, to fix the money a company must deposit under Article 141 when it buys shares whose transfer it has refused to approve.
Defined inArticle 141, paragraph (2)
subsidiary company resulting from a partial share exchangemachine translation
「株式交付子会社」
The stock company whose shares a parent company acquires in a partial share exchange.
Defined inArticle 774-3, paragraph (1), item (i)
parent company resulting from a partial share exchangemachine translation
「株式交付親会社」
The stock company that carries out a partial share exchange, acquiring another stock company's shares in exchange for its own.
Defined inArticle 774-3, paragraph (1), item (i)
share options, etc.
「新株予約権等」
The share options and bonds with share options of the subsidiary in a partial share exchange (where one company pays with its own shares to make another its subsidiary), which the parent company may acquire along with the subsidiary's shares.
Short name set inArticle 774-3, paragraph (1), item (vii)
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 816-2, paragraph (1)· applies only in this section
articles of incorporation
定款
A company's own basic rules, written by its founders when it is formed: at least its purpose, its trade name, where its head office is, the value of the property contributed at incorporation and who the founders are (Companies Act, Article 27). A stock company's must be certified by a notary before it takes effect (Article 30, paragraph (1)), and can later be changed by a resolution of the shareholders meeting (Article 466). Many rules in the Act apply "unless the articles of incorporation provide otherwise", so a company's articles decide a great deal of how the Act applies to it.
Written by AI using Companies Act, Arts. 26, 27, 30, 466, 575 as a reference.
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.