If a judgment upholding a claim relating to an action seeking invalidation of a partial share exchange becomes final and binding, if the parent company resulting from a partial share exchange delivered shares of the parent company resulting from a partial share exchange (hereinafter referred to in this Article as "shares of the former parent company resulting from a partial share exchange") when effecting the partial share exchange , the parent company resulting from a partial share exchange must return the shares and share options, etc. of the subsidiary company resulting from a partial share exchange (hereinafter referred to in this Article as the "shares, etc. of the former subsidiary company resulting from a partial share exchange ") received from persons who received delivery of the shares of the former parent company resulting from a partial share exchange when the partial share exchange was effected. In these cases, if the parent company resulting from a partial share exchange is a share certificate-issuing company, relevant parent company resulting from a partial share exchange may demand that the shareholders return of the former share certificates relating to relevant shares of the former parent company resulting from a partial share exchange in exchange for return of the shares, etc. of the former subsidiary company resulting from a partial share exchange.
株式会社の株式交付の無効の訴えに係る請求を認容する判決が確定した場合において、株式交付親会社が当該株式交付に際して当該株式交付親会社の株式（以下この条において「旧株式交付親会社株式」という。）を交付したときは、当該株式交付親会社は、当該判決の確定時における当該旧株式交付親会社株式に係る株主に対し、当該株式交付の際に当該旧株式交付親会社株式の交付を受けた者から給付を受けた株式交付子会社の株式及び新株予約権等（以下この条において「旧株式交付子会社株式等」という。）を返還しなければならない。この場合において、株式交付親会社が株券発行会社であるときは、当該株式交付親会社は、当該株主に対し、当該旧株式交付子会社株式等を返還するのと引換えに、当該旧株式交付親会社株式に係る旧株券を返還することを請求することができる。
In the cases prescribed in the first sentence of the preceding paragraph, the pledges on the shares of the former parent company resulting from a partial share exchange are effective with respect to the shares, etc. of the former subsidiary company resulting from a partial share exchange.
前項前段に規定する場合には、旧株式交付親会社株式を目的とする質権は、旧株式交付子会社株式等について存在する。
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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
share certificate-issuing company
「株券発行会社」
A stock company whose articles of incorporation provide that it issues share certificates for its shares (for a company with class shares, for shares of every class).
Defined inArticle 117, paragraph (7)
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)
old share certificatesmachine translation
「旧株券」
Share certificates for shares that have lost effect because a court declared their issue, or a similar corporate action, void; the company may ask holders to hand them back in exchange for what it must pay or return.
Defined inArticle 840, paragraph (1)· applies only in this section
shares, etc. of the former subsidiary company resulting from a partial share exchangemachine translation
「旧株式交付子会社株式等」
The shares and share options, etc. of the subsidiary that a parent company received in a partial share exchange later declared void, and which it must give back.
Short name set inArticle 844-2, paragraph (1)· applies only in this article
shares of the former parent company resulting from a partial share exchangemachine translation
「旧株式交付親会社株式」
The shares a parent company handed out in a partial share exchange later declared void, in return for which it must give back what it received.
Short name set inArticle 844-2, paragraph (1)· applies only in this article