Study Group to review Minority Shareholder Protection and other Framework of Quasi-Controlled Listed Companies
The Tokyo Stock Exchange ("TSE") established a study group with the participation of academic experts, listed companies and investors to discuss issues suggested by recent cases involving listed companies*1 with shareholders with substantial control*2, how to coordinate interests between controlling shareholders and minority shareholders of dependent listed companies, and the framework for protecting minority shareholders.
- referred to as "dependent listed companies"
- referred to as "controlling shareholders"
Outline of Study Group to review Minority Shareholder Protection and other Framework of Quasi-Controlled Listed Companies
| Outline of Study Group to review Minority Shareholder Protection and other Framework of Quasi-Controlled Listed Companies (including Members) (as of January 6th, 2023) |
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| Members |
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The Investor’s Perspective on Such Matters as Parent-Subsidiary Listings
In order to assist listed companies in their consideration of group management and protection of minority shareholders, TSE has published “The Investor's Perspective on Such Matters as Parent-Subsidiary Listings” based on feedback received from interviews with many investors in Japan and overseas.
This document provides the investors’ perspective and examples of specific situations where companies' initiatives are not aligned with it.
| The Investor’s Perspective on Such Matters as Parent-Subsidiary Listings |
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| (Ref.) Future Follow-Up |
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Summary of the Study Group’s Discussions
Summary Materials Based on Study Group’s Discussions (December 26, 2023)
In December 2023, TSE compiled the following two points based on discussions to date at “Study Group to review Minority Shareholder Protection and other Framework of Quasi-Controlled Listed Companies”:
- Enhancement of Information Disclosure on Protection of Minority Shareholders and Group Management
- Roles Expected of Independent Directors in Listed Companies with Controlling/Quasi-controlling Shareholder
| Enhancement of Information Disclosure on Protection of Minority Shareholders and Group Management |
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| Sample Disclosures (in Japanese only) |
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This report summarizes the key points regarding information disclosure on protection of minority shareholders and group management in corporate governance reports for listed companies that have parent-subsidiary relationships or affiliated/other affiliated company relationships, as matters that investors expect to be disclosed.
In addition, examples of corporate governance reports of each company are also included for reference. Currently, only the Japanese version of the report is available.We are planning to release an English version.
| Roles Expected of Independent Directors in Listed Companies with Controlling/Quasi-controlling Shareholder |
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This document presents an explanation of the roles of independent directors in protecting the interests of minority shareholders of listed companies with a controlling or quasi-controlling shareholder, including examples of specific situations.
Interim Report
On September 1st, 2020, the "Study Group to review Minority Shareholder Protection and other Framework of Quasi-Controlled Listed Companies" and TSE published the Interim Report (Japanese). Here attached is the English referential translation published on October 20th, 2020.
| Interim Report |
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| Interim Report (Summary) |
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Minutes and Materials (2nd Phase)
The First Council on January 6, 2023
| Document 1 Agenda |
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| Document 2 List of members |
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| Document 3 TSE Explanatory Material |
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| Minutes |
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The Second Council on March 22, 2023
| Document 1 Agenda |
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| Document 2 TSE Explanatory Material |
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| Document 3 TSE Reference Material |
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| Minutes |
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The Third Council on May 19, 2023
| Document 1 Agenda |
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| Document 2 TSE Explanatory Material |
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| Minutes |
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The Fourth Council on August 21, 2023
| Document 1 Agenda |
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| Document 2 TSE Explanatory Material |
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| Minutes |
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The Fifth Council on November 20, 2023
| Document 1 Agenda |
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| Document 2 TSE Explanatory Material |
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| Document 5 Improvements to Listing Rules to Protect Minority Shareholders |
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| Minutes |
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The Sixth Council on October 17, 2024
| Document 1 Agenda |
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| Document 2 List of Members |
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| Document 3 TSE Explanatory Materials |
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| Minutes |
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