Ⅰ Purpose
In accordance with the Trading Participant Regulations of the Exchange, in cases where a trading participant wishes to perform a merger, demerger, or transfer of business (hereinafter referred to as "merger, etc."), they must receive prior approval from the Exchange. In giving approval, the Exchange conducts examination for the approval, and performs a check on whether there will be a significant effect on the sustenance of the management system, financial base, or business execution system. As a result of such examination and check, if such merger, etc. is deemed appropriate in consideration of the operation of the Exchange market, such merger, etc. will be granted approval. On the other hand, with respect to a merger, etc. due to simplified or short form organizational restructuring which do not require a resolution or approval of a general shareholders meeting, the Exchange only requires prior notification of such merger, etc.
However, with the recent increase in restructuring of trading participants, even in cases of a merger, etc. due to simplified or short form restructuring, there is an increased possibility that there may be a significant effect on the sustenance of the management system, financial basis, or business execution system, due to changes, etc. in business strategy. In light of consideration of this possibility, in order to enhance supervision of trading participants, revisions such as requiring trading participants to receive approval from the Exchange even for cases of a merger, etc. through simplified or short form restructuring, in a case where such merger, etc. exceeds a certain scale, will be made.
Ⅱ Outline of Rules and Regulations
| Item | Content | Remarks | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Partial Revision of the Trading Participant Regulations Pertaining to Approval of a Merger, etc. (1) Revision of Scope of "Approval Matters" |
• Out of the notification matters regarding a merger, etc. through simplified or short form organizational restructuring, acts which fall under the conditions enumerated in the following items 1. to 5. will become approval matters.
|
* Currently, a merger, etc. due to simplified or short form organizational restructuring are notification matters while all other forms of a merger, etc. are approval matters. * Simplified or short form organizational restructuring refers to such restructuring that does not require a resolution or approval of a general shareholders meeting (for an entity other than a stock company, a resolution, etc. corresponding thereto) in accordance with the Companies Act (Act No. 86 of 2005). |
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| (2) Prior Notification Relating to Merger, etc. | • In order to ensure a sufficient period of time for examination of aspects pertaining to approval, such as satisfaction of examination criteria and deficiencies in procedures, as a general rule, prior notification will be given to the Exchange relating to a merger, etc. which will newly require approval, by two (2) weeks before a decision is made by a decision-making body such as a board of directors pertaining to a resolution or approval of such act. | |||||||||||||
| (3) Introduction of "Written Confirmation" System | • In the course of conducting examination pertaining to approval of a merger, etc., the Exchange will require the trading participant to submit a "written confirmation" predetermined by the Exchange, stating that said participant has no connection with anti-social influences. | * Currently, the Exchange receives a "written confirmation" when it conducts examination pertaining to obtainment of a trading participant qualification. This will be clearly stated in the rules in the same way as the handling of a merger, etc. | ||||||||||||
| (4) Others | • Other necessary amendments will be made. |
Ⅲ Implementation Date (Planned)
These revisions will be implemented in November, 2009.
This translation may be used only for reference purposes. This English version is not an official translation of the original Japanese document. In cases where any differences occur between the English version and the original Japanese version, the Japanese version shall prevail. Tokyo Stock Exchange Group, Inc., Tokyo Stock Exchange, Inc., and/or Tokyo Stock Exchange Regulation shall individually or jointly accept no responsibility or liability for damage or loss caused by any error, inaccuracy, or misunderstanding with regard to this translation.
