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Chapter IV Shareholdings, Interlocking Officers, Mergers, Splits, Share Transfers and Acceptance of Assignments of Business

Article 9

(1) No company may be established that would cause an excessive concentration of economic power due to share holding (including equity interest; the same applies hereinafter) in other companies in Japan.

(2) No company (including a foreign company; the same applies hereinafter) may become a company that causes an excessive concentration of economic power in Japan by acquiring or holding shares in other companies in Japan.

(3) The term "excessive concentration of economic power" in the preceding two paragraphs means that the overall business scale of a company, its subsidiary companies, and other domestic companies whose business activities it controls through shareholding, is extremely large across a considerable number of business fields; that a company, its subsidiary companies, and other domestic companies it controls have a great amount of power to influence other enterprises through transactions with their funds; or that a company, its subsidiary companies, and other domestic companies it controls occupy influential positions in a considerable number of interrelated fields of business; and that any of these factors have a large effect on the national economy and impede fair and free competition from moving forward.

(4) If the sum of the total assets (meaning the amount of total assets calculated pursuant to the method provided in the Rules of the Fair Trade Commission; hereinafter the same applies in this paragraph) of a company falling under any of the descriptions listed in the following items and its subsidiary companies (limited to total assets of companies in Japan), as aggregated pursuant to the method provided in the Rules of the Fair Trade Commission, exceeds the amount provided by Cabinet Order, which must be no less than the amount listed in the relevant item, the company must submit, pursuant to the provisions of the Rules of the Fair Trade Commission, a written report on its and its subsidiary companies' business to the Fair Trade Commission within three months from the end of each business year; provided, however, that this does not apply if the company is a subsidiary company of another company.

(i) a company for which the ratio of the total acquisition value (or other value if it is so listed in the latest balance sheet) of the shares of subsidiary companies to the total assets of the relevant company exceeds fifty percent (referred to as "holding company" in the following item): six hundred billion yen

(ii) a company that is engaged in banking, insurance or Type I Financial Instruments Business (meaning Type I Financial Instruments Business as provided in Article 28, paragraph (1) of Financial Instruments and Exchange Act (Act No. 25 of 1948); the same applies in paragraphs (3) and (4) of the following Article) (excluding holding companies): eight trillion yen

(iii) a company other than those listed in the preceding two items: two trillion yen

(5) The term "subsidiary companies" as used in the preceding two paragraphs means other companies in Japan of which the majority of voting rights of all shareholders are held by another company. In this case, any other company in Japan of which majority of voting rights of all shareholders are held by a company and any one or more of its subsidiary companies or by any one or more subsidiary companies of a company is deemed as a subsidiary company of the relevant company.

(6) In a case under the preceding paragraph, the voting rights held by a company or the voting rights held by a company and one or two or more of its subsidiary companies or by one or two or more of subsidiary companies of a company are to include the voting rights from shares that cannot be duly asserted against the issuer pursuant to the provisions of Article 147, paragraph (1) and Article 148, paragraph (1) of the Act on Book-Entry Transfer of Company Bonds, Shares, etc.

(7) A newly incorporated company that falls under a case provided in paragraph (4) at incorporation must, pursuant to the provisions of the Rules of the Fair Trade Commission, notify the Commission thereof within thirty days from the date of its incorporation.

Article 10

(1) No company may acquire or hold shares of any other companies if its acquisition or holding of shares substantially restrains competition in any particular field of trade, nor may any company use unfair trade practices to acquire or hold shares in another company.

(2) If a company whose domestic sales (meaning the amount stipulated by the Rules of the Fair Trade Commission as the total amount of value of goods and services supplied in Japan in the most recent business year; the same applies hereinafter) as calculated in conjunction with the domestic sales of companies, etc. other than the relevant company (meaning companies, partnerships (including equivalents of partnerships in foreign countries; the same applies hereinafter) and any other business entities that are similar to these; the same applies hereinafter in this Article) that belong to the group of combined companies to which the relevant company belongs (meaning a group consisting of the relevant company, its subsidiary companies, its parent company which is not a subsidiary company of another company, and subsidiary companies of the relevant parent company (excluding the relevant company and subsidiary companies of the relevant company); the same applies hereinafter) using a method stipulated in the Rules of the Fair Trade Commission (hereinafter referred to as the "Total Domestic Sales Amount") exceed the amount provided by Cabinet Order, which must be no less than twenty billion yen (such a company is referred to as an "Acquiring Company" hereinafter in this Article), intends to acquire shares of another company whose domestic sales as calculated in conjunction with the domestic sales of subsidiary companies of the relevant other company using a method stipulated in the Rules of the Fair Trade Commission exceed the amount provided by Cabinet Order, which must be no less than five billion yen (such a company is referred to as the "Issuing Company" hereinafter in this Article) (including when the Acquiring Company is a settlor or beneficiary and may exercise voting rights or give instructions to the trustee regarding the exercise of such voting rights with regard to the shares held in money or securities trust, and intends to have the trustee acquire shares issued by the Issuing Company), so that the ratio of the number of voting rights, which combines the number of voting rights for the shares of the Issuing Company to be held by the Acquiring Company after the acquisition with the number of voting rights for the shares of the Issuing Company held by companies, etc. other than the Acquiring Company that belongs to the group of combined companies to which the Acquiring Company belongs (referred to as "companies, etc. other than the Acquiring Company" in paragraph (4) below), to the voting rights of all shareholders of the Issuing Company exceeds the numerical value provided for by Cabinet Order (if more than one numerical value is provided for, each of the numerical values pursuant to the provisions of Cabinet Order), which must be no less than twenty percent, is to give the Fair Trade Commission advance notification of the plan for the acquisition, pursuant to the provisions of the Rules of the Fair Trade Commission; provided, however, this does not apply if the advance submission of such a plan is stipulated as being difficult under the Rules of the Fair Trade Commission.

(3) In a case under the preceding paragraph, the voting rights from shares of the Issuing Company to be held by the Acquiring Company after the acquisition may not include voting rights from shares held in money or securities trust (limited to when the settlor or beneficiary may exercise the voting rights or give instructions to the trustee regarding the exercise of such voting rights), voting rights from shares to be held by the Acquiring Company after the acquisition if the Acquiring Company is engaged in banking or insurance (excluding companies engaged in insurance that are provided in the Rules of the Fair Trade Commission; the same applies in the following paragraph and paragraphs (1) and (2) of the following Article) and intends to acquire shares of other companies in Japan (excluding companies engaged in banking or insurance and other companies provided in the Rules of the Fair Trade Commission; the same applies in the following paragraph and paragraphs (1) and (2) of the following Article), and voting rights from shares to be held by the Acquiring Company after the acquisition if the Acquiring Company is engaged in Type I Financial Instruments Business and intends to acquire the shares in the course of its business, but do include voting rights from shares held in money or securities trust that the Acquiring Company may exercise as the settlor or beneficiary or that allow the Acquiring Company to give instructions regarding their exercise (excluding voting rights provided in the Rules of the Fair Trade Commission; the same applies in the following paragraph), and voting rights for the shares that may not be duly asserted against the issuer pursuant to the provisions of Article 147, paragraph (1) and Article 148, paragraph (1) of the Act on Book-Entry Transfer of Company Bonds, Shares, etc.

(4) In a case under paragraph (2), voting rights from shares of the Issuing Company to be held by companies, etc. other than the Acquiring Company may not include voting rights from shares held in money or securities trust (limited to voting rights that the settlor or beneficiary can exercise or give instructions to the trustee to exercise), voting rights from the shares of other companies in Japan held by companies, etc. other than the Acquiring Company if the Acquiring Company is engaged in banking or insurance, and voting rights from shares held by companies, etc. other than the Acquiring Company in the course of its business if the Acquiring Company is engaged in Type I Financial Instruments Business, but do include voting rights from shares held in money or securities trust that the Acquiring Company may exercise as the settlor or beneficiary, or that allow the Acquiring Company to give instructions regarding their exercise, and voting rights from shares that may not be duly asserted against the issuer pursuant to the provisions of Article 147, paragraph (1) and Article 148, paragraph (1) of the Act on Book-Entry Transfer of Company Bonds, Shares, etc.

(5) If a partner in a partnership that is a subsidiary company of a company (limited to partnerships that were established under a partnership contract as provided in Article 667, paragraph (1) of the Civil Code (Act No. 89 of 1896), an Investment LPS as provided in Article 2, paragraph (2) of the Limited Partnership Act for Investment (Act No. 90 of 1998) (referred to simply as an "investment limited partnership" in paragraph (1), item (iv) of the following Article), a Limited Liability Partnership as provided in Article 2 of the Limited Liability Partnership Act (Act No. 40 of 2005), or an organization similar to these that were established in accordance with the laws and regulations of a foreign country (hereinafter referred to as a "Specified Organization Similar to a Partnership" in this paragraph); the same applies hereinafter in this paragraph) (including a member of a Specified Organization Similar to a Partnership; the same applies hereinafter in this paragraph) intends to acquire shares of the Issuing Company as partnership property (including property of a Specified Organization Similar to a Partnership; the same applies hereinafter in this paragraph) (including if all of the partners in a partnership that is a subsidiary company of a company may be settlors or beneficiaries and may exercise voting rights or give instructions to the trustee regarding the exercise of voting rights with regard to shares held in money or securities trust, and intend to have the trustee acquire shares issued by the Issuing Company), it is deemed that the parent company of the partnership (meaning, if a partnership has two or more parent companies, the parent company of the partnership that is a subsidiary company of all the other parent companies; the same applies hereinafter in this paragraph) intends to acquire all of the shares, and if the shares of the Issuing Company belong to the partnership property of a partnership that is a subsidiary company of a company (including when, regarding the shares held in money or securities trust that belong to the partnership property of a partnership that is a subsidiary company of a company, all the partners in the partnership may be trustees or beneficiaries and may exercise the voting rights or give instructions to the trustee regarding the exercise of such voting rights), the parent company of the relevant partnership is deemed to hold all of the shares, for the purpose of the application of the provisions of paragraph (2).

(6) The term "subsidiary company" as used in paragraph (2) and the preceding paragraph means a stock company for which the majority of voting rights of all shareholders are held by a company or any other company, etc. prescribed by the Rules of the Fair Trade Commission as one whose management is controlled by such a company.

(7) The term "parent company" as used in paragraphs (2) and (5) means a company prescribed by the Rules of the Fair Trade Commission as one that controls the management of a company, etc.

(8) No company that gave notification in accordance with the provisions of paragraph (2) may acquire the shares under the notification until the expiration of the thirty-day waiting period from the date of acceptance of the notification; provided, however, that whenever the Fair Trade Commission finds it to be necessary, it may shorten the relevant period.

(9) If the Fair Trade Commission intends to order necessary measures regarding the relevant share acquisition under a notification pursuant to the provisions of Article 17-2, paragraph (1), it must notify the Acquiring Company pursuant to the provisions of Article 50, paragraph (1) before the expiration of the thirty-day waiting period provided in the main clause of the preceding paragraph, or of any shortened period pursuant to the proviso thereof (if the Fair Trade Commission requested the Acquiring Company to submit necessary reports, information or materials (hereinafter in this paragraph, "Reports, etc.") pursuant to the provisions of the Rules of the Fair Trade Commission during the relevant period, the period up to the date on which one hundred-twenty days from the date of acceptance of the notification stipulated in the preceding paragraph have passed, or the date on which ninety days from the date of acceptance of all the Reports, etc. have passed, whichever is later); provided, however, that this does not apply to cases falling under any of the following items:

(i) of matters in the plan regarding the acquisition of shares under the notification, those which are considered important in light of the provisions of paragraph (1) are not carried out by the deadline stipulated in the relevant plan.

(ii) there has been a false statement with respect to important matters in the plan regarding the acquisition of shares under the notification.

(10) In cases falling under the provisions of item (i) of the preceding paragraph, the Fair Trade Commission must send a notification under the main clause of the preceding paragraph within one year from the deadline in the same item if it intends to order necessary measures relating to the acquisition of shares under the notification pursuant to the provisions of Article 17-2, paragraph (1).

Article 11

(1) No company engaged in banking or insurance businesses may acquire or hold voting rights in another company in Japan if it results in its holding more than five percent (ten percent for a company engaged in insurance business; the same applies in the following paragraph) of voting rights of all shareholders; provided, however, that this does not apply if the approval of the Fair Trade Commission is obtained in advance pursuant to the provisions of the Rules of the Fair Trade Commission, and to cases falling under any of the following items:

(i) cases in which voting rights are acquired or held by acquisition or holding of shares as a result of the exercise of a security interest, or of receipt of substitute performance

(ii) cases in which the ratio of the voting rights from shares already held to voting rights of all shareholders of the company increases, as a result of acquisition by another company in Japan of its own shares

(iii) cases in which voting rights are acquired or held by acquisition or holding of the shares in the form of trust property in a money or securities trust

(iv) cases in which voting rights are acquired or held by a limited liability partner in an investment limited partnership (hereinafter referred to as "Limited Liability Partner" in this item) as a result of acquisition or holding of shares as partnership property; provided, however, that this does not apply if the Limited Liability Partner may exercise the voting rights, if the Limited Liability Partner may give instructions to an unlimited liability partner in the investment limited partnership regarding the exercise of such voting rights, or if the voting rights are held in excess of the period provided by Cabinet Order from the date on which the voting rights were acquired

(v) cases in which voting rights are acquired or held by a partner (excluding a partner to which management of the business is delegated; hereinafter referred to as a "Non-Managing Partner" in this item) in a partnership that was established by a partnership contract provided in Article 667, paragraph (1) of the Civil Code, whose purpose is operation of business to make investments into companies (limited to partnerships in which management of the business is delegated to one or more partners) as a result of acquisition or holding of shares as partnership property; provided, however, that this does not apply if the Non-Managing Partner may exercise voting rights, if the Non-Managing Partner may give instructions to a partner to which the management of business regarding the exercise of such voting rights is delegated, or if the voting rights are held in excess of the period provided in the Cabinet Order referred to in the preceding item from the date on which the relevant voting rights were acquired

(vi) In addition to the cases under the preceding items, cases provided for in the Rules of the Fair Trade Commission as cases in which there is no danger of restriction on the business activities of another company in Japan

(2) Any company, in the cases under items (i) to (iii) inclusive and (vi) of the preceding paragraph (in the case under item (iii) of the same paragraph, excluding when the settlor or beneficiary other than those acquired or holding the relevant voting rights may exercise the voting rights and the relevant settlor or beneficiary may instruct the trustee on the exercise of such voting rights), that attempts to hold the relevant voting rights of another company in Japan over a period of one year from the date of such acquisition resulting in holding in excess of five percent of total voting rights of all shareholders must obtain approval to do so in advance from the Commission, pursuant to the provisions of the Rules of the Fair Trade Commission. Except in a case under item (iii) of the same paragraph, the approval of the Fair Trade Commission in such cases must be conditional on prompt disposal of the relevant voting rights by the company engaged in the banking or insurance business.

(3) If the Fair Trade Commission seeks to grant approval under the provisions of the preceding two paragraphs, it must consult with the Prime Minister in advance of doing so.

(4) The authority of the Prime Minister as set forth in the preceding paragraph is hereby delegated to the Commissioner of the Financial Services Agency.

Article 12

Deleted.

Article 13

(1) An officer or an employee (meaning, in this Article, a person other than an officer engaged in the business of a company on a regular basis) of a company may not hold a position as an officer of another company at the same time, if the person's doing so substantially restrains competition in any particular field of trade.

(2) A company must not use unfair trade practices to coerce another company with which it is in competition in Japan to admit its officer to a concurrent position as an officer or employee of the other company, or to coerce another company to admit its employee to a concurrent position as an officer.

Article 14

A person other than a company may not acquire or hold shares in a company if the person's doing so substantially restrains competition in any particular field of trade, nor may a person that is not a company use unfair trade practices to acquire or hold shares in a company.

Article 15

(1) No company may effect a merger if any of the following items applies:

(i) if the merger substantially restrains competition in a particular field of trade

(ii) if unfair trade practices are employed in the course of the merger.

(2) Every company that intends to become a party to a merger (hereinafter in this Article "Merging Company") must, pursuant to the provisions of the Rules of the Fair Trade Commission, notify the Fair Trade Commission in advance of its merger plan if the total domestic sales amount of any one of the companies intending to be parties to the merger exceeds the amount provided by Cabinet Order, which must be no less than twenty billion yen, and the total domestic sales amount of any one of the other merging companies exceeds the amount provided by Cabinet Order, which must be no less than five billion yen; provided, however, that this does not apply if all of the merging companies belong to the same group of combined companies.

(3) The provisions of paragraphs (8) to (10) inclusive of Article 10 apply mutatis mutandis to the restriction of a merger under a notification pursuant to the provisions of the preceding paragraph and to the orders made by the Fair Trade Commission pursuant to the provisions of Article 17-2, paragraph (1). In this case, in Article 10, paragraph (8), the term "acquire the shares" is deemed to be replaced with "merge"; in paragraph (9) of the same Article, the terms "share acquisition" and "acquisition of shares" is deemed to be replaced with "merger"; the term "notify the Acquiring Company" is deemed to be replaced with "notify the merging companies"; and the term "requested the Acquiring Company" is deemed to be replaced with "requested at least one of the merging companies"; and in paragraph (10) of the same Article, the term "acquisition of shares" is deemed to be replaced with "merger."

Article 15-2

(1) No company may effect a joint incorporation-type company split (meaning an incorporation-type company split that a company effects jointly with another company; the same applies hereinafter) or an absorption-type split if any of the following items applies:

(i) if the joint incorporation-type company split or absorption-type split substantially restrains competition in a particular field of trade

(ii) if unfair trade practices have been employed in the course of the joint incorporation-type company split or absorption-type split

(2) Every company that intends to become a party to a joint incorporation-type company split, pursuant to the provisions of the Rules of the Fair Trade Commission, is to notify the Fair Trade Commission in advance of its plan with regard to such a joint incorporation-type company split if any of the following items applies; provided, however, that this does not apply if all the companies intending to become parties to the joint incorporation-type company split belong to the same group of combined companies:

(i) the total domestic sales amount of any one of the companies that intend to become parties to the joint incorporation-type company split (limited to a company that intends to have the company incorporated through such a joint incorporation-type company split acquire all of its business (hereinafter in this paragraph "Total Succession Company")) exceeds the amount specified by Cabinet Order, which must be no less than twenty billion yen, and the total domestic sales amount of any one of the other companies that intend to become parties to the same company split (limited to a Total Succession Company) exceeds the amount specified by Cabinet Order, which must be no less than five billion yen.

(ii) the total domestic sales amount of any one of the companies that intend to become parties to the joint incorporation-type company split (limited to a Total Succession Company) exceeds the amount specified by Cabinet Order, which must be no less than twenty billion yen, and the domestic sales of any one of the other companies that intend to become parties to the same company split (limited to a company that intends to have the company incorporated through such a joint incorporation-type company split acquire a substantial part of its business (hereinafter in this paragraph "substantial part succession company")), in connection with the part of the business to be succeeded to, exceed the amount specified by Cabinet Order, which must be no less than three billion yen.

(iii) the total domestic sales amount of any one of the companies that intend to become parties to the joint incorporation-type company split (limited to a Total Succession Company) exceeds the amount specified by Cabinet Order, which must be no less than five billion yen, and the domestic sales of any one of the other companies that intend to become parties to the same company split (limited to a substantial part succession company), in connection with the part of the business to be succeeded to, exceeds the amount specified by Cabinet Order, which must be no less than ten billion yen (excluding cases that fall under the previous item).

(iv) the domestic sales of any one of the companies that intend to become parties to the joint incorporation-type company split (limited to a substantial part succession company), in connection with the part of the business to be succeeded to, exceed the amount specified by Cabinet Order, which must be no less than ten billion yen, and the domestic sales of any one of the other companies that intend to become parties to the same company split (limited to a substantial part succession company), in connection with the part of the business to be succeeded to, exceed the amount specified by Cabinet Order, which must be no less than three billion yen.

(3) Every company that intends to become a party to an absorption-type split must, pursuant to the provisions of the Rules of the Fair Trade Commission, notify the Fair Trade Commission in advance of its plan with regard to such an absorption-type split if any of the following items applies; provided, however, that this does not apply if all the companies intending to become parties to the absorption-type split belong to the same group of combined companies:

(i) the total domestic sales amount of any one of the companies that intend to become parties to the absorption-type split (limited to a company that intends to alienate all of its business through such absorption-type split (referred to in the following item as "Total Succession Company")) exceeds the amount specified by Cabinet Order, which must be no less than twenty billion yen, and the total domestic sales amount of the company that intends to succeed to the business through such a split exceeds the amount specified by Cabinet Order, which must be no less than five billion yen.

(ii) the total domestic sales amount of any one of the companies that intend to become parties to the absorption-type split (limited to a Total Succession Company) exceeds the amount specified by Cabinet Order, which must be no less than five billion yen, and the total domestic sales amount of the company that intends to succeed to the business through such a split exceeds the amount specified by Cabinet Order, which must be no less than twenty billion yen (excluding cases that fall under the previous item).

(iii) the domestic sales of any one of the companies that intend to become parties to the absorption-type split (limited to a company that intends to alienate a substantial part of its business through such an absorption-type split (referred to in the following item as "substantial part succession company")), in connection with the part of the business to be alienated, exceeds the amount specified by Cabinet Order, which must be no less than ten billion yen, and the total domestic sales amount of the company that intends to succeed to the business through such a split exceeds the amount specified by Cabinet Order, which must be no less than five billion yen.

(iv) the domestic sales of any one of the companies that intend to become parties to the absorption-type split (limited to a substantial part succession company), in connection with the part of the business to be alienated, exceeds the amount specified by Cabinet Order, which must be no less than three billion yen, and the total domestic sales amount of the company that intends to succeed to the business through such a split exceeds the amount specified by Cabinet Order, which must be no less than twenty billion yen (excluding cases that fall under the previous item).

(4) The provisions of Article 10, paragraphs (8) to (10) inclusive apply mutatis mutandis to the restriction of joint incorporation-type company splits and absorption-type splits under a notification pursuant to the provisions of the two preceding paragraphs and to the orders made by the Fair Trade Commission pursuant to the provisions of Article 17-2, paragraph (1). In this case, the term "acquire the shares" in Article 10, paragraph (8) is deemed to be replaced with "become a party to the joint incorporation-type company split or to the absorption-type split"; in paragraph (9) of the same Article, the terms "share acquisition" and "acquisition of shares" is deemed to be replaced with "joint incorporation-type company split or absorption-type split"; the term "requested the Acquiring Company" is deemed to be replaced with "requested at least one of the companies intending to become parties to the joint incorporation-type company split or to the absorption-type split"; and the term "notify the Acquiring Company" is deemed to be replaced with "notify the company intending to be a party to the joint incorporation-type company split or to the absorption-type split"; and in paragraph (10) of the same Article, the term "the acquisition of shares" is deemed to be replaced with "the joint incorporation-type company split or the absorption-type split."

Article 15-3

(1) No company may engage in a joint share transfer (meaning a share transfer carried out by a company jointly with another company; the same applies hereinafter) if it falls under either of the following items:

(i) if the joint share transfer substantially restrains competition in a particular field of trade

(ii) if unfair trade practices have been employed in the course of the share transfer

(2) Every company that intends to engage in a joint share transfer must, pursuant to the provisions of the Rules of the Fair Trade Commission, notify the Fair Trade Commission in advance of its plan with regard to the share transfer, if the total amount of the domestic sales of any one of the companies intending to be parties to the joint share transfer exceeds the amount provided by Cabinet Order, which must be no less than twenty billion yen, and the total amount of the domestic sales of any one of the other companies intending to be parties to the same joint share transfer exceeds the amount provided by Cabinet Order, which must be no less than five billion yen; provided, however, that this does not apply if all the companies intending to be parties to the joint share transfer belong to the same group of combined companies.

(3) The provisions of the paragraphs (8) to (10) inclusive of Article 10 apply mutatis mutandis to the restriction of a joint share transfer under a notification pursuant to the provisions of the preceding paragraph, and to the orders made by the Fair Trade Commission pursuant to the provisions of Article 17-2, paragraph (1). In this case, the term "acquire the shares" appearing in Article 10, paragraph (8) is deemed to be replaced with "perform the joint share transfer"; in paragraph (9) of the same Article, the terms "share acquisition" and "acquisition of shares" is deemed to be replaced with "joint share transfer"; the term "notify the Acquiring Company" is deemed to be replaced with "notify at least one of the companies intending to be parties to the joint share transfer"; and the term "requested the Acquiring Company" is deemed to be replaced with "requested the company intending to be a party to the joint share transfer"; and in paragraph (10) of the same Article, the term "acquisition of shares" is deemed to be replaced with "joint share transfer."

Article 16

(1) No company may engage in any of the following acts if its doing so substantially restrains competition in any particular field of trade, nor may it engage in any of the following acts through unfair trade practices:

(i) accepting assignment of the whole or a substantial part of the business of another company

(ii) accepting assignment of the whole or a substantial part of the fixed assets used for the business of another company

(iii) taking on a lease of the whole or a substantial part of the business of another company

(iv) undertaking the management of the whole or a substantial part of the business of another company

(v) entering into a contract which provides for a joint profit and loss account for business with another company

(2) Any company whose total domestic sales amount exceeds the amount provided by Cabinet Order, which must be no less than twenty billion yen (referred to in paragraph (4) as "assignee company") must, pursuant to the provisions of the Rules of the Fair Trade Commission, notify the Fair Trade Commission in advance of its plan with regard to the acceptance of assignment of the business or the fixed assets used for the business (hereinafter in this Article "Business, etc.") if either of the following items applies; provided, however, that this does not apply if the company intending to accept assignment of the Business, etc. and the company intending to assign the relevant Business, etc. belong to the same group of combined companies.

(i) the company intends to accept assignment of the whole business of another company whose domestic sales exceeds the amount provided by Cabinet Order, which must be no less than three billion yen.

(ii) the company intends to accept assignment of a substantial part of the business or the whole or a substantial part of the fixed assets used for the business of another company, and the domestic sales in connection with the subject of such acceptance of assignment exceeds the amount provided by Cabinet Order, which must be no less than three billion yen.

(3) The provisions of paragraphs (8) to (10) inclusive of Article 10 apply mutatis mutandis to the restriction of acceptance of assignment of Business, etc. under a notification pursuant to the provisions of the preceding paragraph and the orders made by the Fair Trade Commission pursuant to the provisions of Article 17-2, paragraph (1). In this case, the term "acquire the shares" appearing in Article 10, paragraph (8) is deemed to be replaced with "accept assignment of the business or the fixed assets used for the business"; in paragraph (9) of the same Article, the terms "share acquisition" and "acquisition of shares" is deemed to be replaced with "acceptance of assignment of the business or the fixed assets used for the business"; and the term "Acquiring Company" is deemed to be replaced with "company intending to accept assignment of the business or the fixed assets used for the business"; and in paragraph (10) of the same Article, the term "the acquisition of shares" is deemed to be replaced with "the acceptance of assignment of the business or the fixed assets used for the business."

Article 17

No person may engage in any act, irrespective of the name given to that act, that evades the prohibitions and restrictions provided for in the provisions of Articles 9 to 16 inclusive.

Article 17-2

(1) If an act in violation of the provisions of Article 10, paragraph (1); Article 11, paragraph (1); Article 15, paragraph (1); Article 15-2, paragraph (1); Article 15-3, paragraph (1); Article 16, paragraph (1); or the preceding Article has occurred, the Fair Trade Commission may, pursuant to the procedures provided in Section 2 of Chapter VIII, order the enterprise concerned to dispose of all or some of its shares, transfer a part of its business or take any other measures necessary to eliminate the act in violation of the provisions.

(2) If an act in violation of the provisions of Article 9, paragraph (1) or (2), Article 13, Article 14, or the preceding Article has occurred, the Fair Trade Commission may, pursuant to the procedures provided for in Section 2 of Chapter VIII, order the person violating the provisions to dispose of all or some of the person's shares, resign from the person's position as an officer of the company or take any other measures necessary to eliminate the act in violation of the provisions.

Article 18

(1) If companies have merged in violation of the provisions of Article 15, paragraph (2) and Article 10, paragraph (8) as applied mutatis mutandis pursuant to Article 15, paragraph (3) following the deemed replacement of terms, the Fair Trade Commission may bring an action to have the merger declared invalid.

(2) The provisions of the preceding paragraph apply mutatis mutandis to when companies have effected a joint incorporation-type company split or an absorption-type split in violation of the provisions of Article 15-2, paragraph (2) and (3) and Article 10, paragraph (8) as applied mutatis mutandis pursuant to Article 15-2, paragraph (4) following the deemed replacement of terms. In this case, the term "action seeking invalidation of the merger" in the preceding paragraph is deemed to be replaced with "action seeking invalidation of the joint incorporation-type company split or the absorption-type split."

(3) The provisions of paragraph (1) are applied mutatis mutandis to when companies have affected a joint share transfer in violation of provisions of Article 15-3, paragraph (2) and Article 10, paragraph (8) as applied mutatis mutandis pursuant to Article 15-3, paragraph (3) following the deemed replacement of terms. In this case, the term "action seeking invalidation of the merger" in paragraph (1) is deemed to be replaced with "action seeking invalidation of the joint share transfer."



Japan Fair Trade Commission:

100-8987 1-1-1 Kasumigaseki, Chiyoda-ku, Tokyo,Japan
Tel: +81-3-3581-1998
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