If a partial share exchange violates laws and regulations or the articles of incorporation, when shareholders of the parent company resulting from a partial share exchange are likely to suffer disadvantage, the shareholders of the parent company resulting from a partial share exchange may demand that the parent company resulting from a partial share exchange cease the partial share exchange; provided, however, that this does not apply in the cases prescribed in the main clause of paragraph (1) of the preceding Article (excluding the cases prescribed in the proviso to the same paragraph or the provisions of paragraph (2) of that Article).
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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
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)
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.