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1 ＳＰＡＣ制度の在り方等に関する研究会第４回議事概要 １．日時：２０２１年１２月１３日（月）１０時～１２時 ２．場所：オンライン（ＷｅｂＥｘ） ３．議題：事務局説明 ４．議事要旨 （１）Ｄｅ-ＳＰＡＣを巡る論点 （合併（買収）の手続き） 株主の現金償還権に関しては、Ｄｅ―ＳＰＡＣに反対した株主のみに限定すべき。 償還率が高い場合、概してＤｅ－ＳＰＡＣ後の株価パフォーマンスが悪くなっているという分析もあるため、償還...
1 ＳＰＡＣ制度の在り方等に関する研究会第５回議事概要 １．日時：２０２２年１月２８日（金）１３時～１５時 ２．場所：オンライン（ＷｅｂＥｘ） ３．議題：事務局説明 ４．議事要旨 （１）ＳＰＡＣ上場制度の導入の意義・必要性について ⚫日本における資金調達環境が不十分であり、米国に劣後する状況である場合 にも、ＳＰＡＣ上場制度がその解決策として有効かという観点では、エビデンスはない。 他の要因が...
(Reference Translation) Interim Report of Review of Minority Shareholder Protection or Other Framework of Listed Companies with Controlling Shareholders or Quasi-Controlling Shareholders September 1, 2020 Study Group to review Minority Shareholder Protection and other Framework of Quasi- Controlled Listed Companies Tokyo Stock Exchange, Inc. DISCLAIMER: This translation may be used only for reference purposes. This English version is not an official translation of the original Japanese version. Certain parts of the translation may have been edited to accommodate differences in writing style and expression between English and Japanese. In cases where any differences including, but not limited to, those differences above occur between the English version and the original Japanese version, the Japanese version shall prevail. This translation is subject to change without notice. Tokyo Stock Exchange, Inc., Japan Exchange Group, Inc., and/or Japan Exchange Regulation shall individually or jointly accept no responsibility or liability for damage ...
2024 Japan Exchange Group, Inc., and/or its affiliates TSE Explanatory Materials Study Group to Review Minority Shareholder Protection and Other Frameworks at Quasi-Controlled Listed Companies (Second Phase, Sixth Meeting) October 17, 2024 Tokyo Stock Exchange, Inc. INDEX ©2024 Japan Exchange Group, Inc., and/or its affiliates I. Background and Recent Situation Regarding Parent-Subsidiary Listings II. Status of Information Disclosure on Minority Shareholder Protection and Group Management 1. Listed Companies in a Parent-Subsidiary Relationship i) Disclosure on Group Management ii) Disclosure on Minority Shareholder Protection 2. Listed Companies in a Relationship Under the Equity Method III. Items for Discussion INDEX ©2024 Japan Exchange Group, Inc., and/or its affiliates I. Background and Recent Situation Regarding Parent-Subsidiary Listings II. Status of Information Disclosure on Minority Shareholder Protection and Group Management 1. Listed Companies in a Parent-Subsidiary Relationship i) Disclosure on Group Management ii) Disclosure on Minority ...
1 Study Group to Review Minority Shareholder Protection and Other Framework of Quasi-Controlled Listed Companies : Second Phase Minutes of the Sixth Meeting Date: Thursday, October 17, 2024, 10:00–11:20 Location: Tokyo Stock Exchange 15F Conference Room Attendees: See member list Watanabe, Director, Listing Department, TSE: We will now commence the Sixth Meeting of the Second Phase of the Study Group to Review Minority Shareholder Protection and Other Frameworks at Quasi-Controlled Listed Companies. Thank you all for gathering here today despite your busy schedules. I, Watanabe, will serve as the moderator in place of my predecessor, Kikuchi. I look forward to working with you. First, regarding today's attendance, Member Goto and observers from the Ministry of Economy, Trade, and Industry, as well as the Ministry of Justice, are participating online. Additionally, Member Takei will be joining us later. With that, let us proceed directly to the ...
2023 Tokyo Stock Exchange, Inc. Exchange & beyond TSE Explanatory Material Study Group to review Minority Shareholder Protection and other Framework of Quasi-Controlled Listed Companies (Second Phase, First Meeting) Tokyo Stock Exchange, Inc. January 6, 2023 Document 3 ©2023 Tokyo Stock Exchange, Inc. I. Outline of Interim Report and Developments Thereafter ©2023 Tokyo Stock Exchange, Inc. Outline of Interim Report 3 Background In certain cases, mainly among companies that came to have controlling shareholders after listing, minority shareholders may not have been afforded sufficient protection. Information on agreements with controlling shareholders regarding the appointment of directors, etc. not sufficiently disclosed How business opportunities and business fields are coordinated and allocated among controlling shareholders’group companies unclear Company did not obtain an opinion that actively expresses "the interests of minority shareholders will not be undermined" regarding tender offer by controlling shareholder Company ends up with no ...
1 Study Group to Review Minority Shareholder Protection and other Framework of Quasi-Controlled Listed Companies: Second Phase Minutes of the First Meeting Date: Friday, January 6, 2023, 10:00–11:40 Place: Tokyo Stock Exchange, 15F Special Conference Room Attendees: See member list [Kikuchi, Director, Listing Department, TSE] Today, we are holding the first meeting of the second phase of the Study Group to Review Minority Shareholder Protection and other Framework of Quasi-Controlled Listed Companies. Thank you for gathering here today, despite your busy schedules at the start of the new year. My name is Kikuchi. I work in the Listing Department and I will be moderating this Study Group. I’m looking forward to working with you all. First of all, I would like to ask Mr. Ao, the Senior Executive Officer in charge of the Listing Department, to say a few words as we reboot the ...
2023 Tokyo Stock Exchange, Inc. Exchange & beyond TSE Explanatory Material Study Group to review Minority Shareholder Protection and other Framework of Quasi-Controlled Listed Companies (Second Phase, FourthMeeting) Tokyo Stock Exchange, Inc. August 21, 2023 Document 2 ©2023 Tokyo Stock Exchange, Inc. Plan for Future Discussions (Governance) ©2023 Tokyo Stock Exchange, Inc. 3 Regarding the governance of listed companies with controlling shareholders, what is important from the perspective of protecting minority shareholders is that an effective governance system should be in place and functioning to monitor the risk of structural conflicts of interest between controlling shareholders and minority shareholders. The 2021 revision of the Corporate Governance Code (CG Code) established a new principle that requires companies with controlling shareholders to establish a governance system centered on independent directors who are independent of the controlling shareholders. In light of the discussions to date in this Study Group and ...
2023 Tokyo Stock Exchange, Inc. Exchange & beyond TSE Explanatory Material Study Group to review Minority Shareholder Protection and other Framework of Quasi-Controlled Listed Companies (Second Phase, SecondMeeting) Tokyo Stock Exchange, Inc. March 22, 2023 Document 2 ©2023 Tokyo Stock Exchange, Inc. Items for Discussion ©2023 Tokyo Stock Exchange, Inc. 2 Based on the previous discussion on disclosure, TSE would like to receive your comments on the direction of measures to enhance disclosure and the content to be enhanced, as described on the following pages. List of Items for Discussion Direction of Measures to Enhance Disclosure Content to be Enhanced Approach to and policy on corporate group management, etc. Policy and measures for ensuring independence and protecting minority shareholders, etc. Extension of disclosure rules to other associated/affiliated companies Disclosure for listed companies with non-listed parent companies or non-corporate controlling shareholders...
2023 Tokyo Stock Exchange, Inc. Exchange & beyond TSE Reference Material Study Group to review Minority Shareholder Protection and other Framework of Quasi-Controlled Listed Companies (Second Phase, SecondMeeting) Tokyo Stock Exchange, Inc. March 22, 2023 Document 3 •If the company does not disclose English-language information, only a Japanese version of these reference materials will be provided. The date of reporting is for English-language materials, if available. •Examples of disclosure in this reference material are taken from the corporate governance reports of each company (partial excerpts, some information omitted. Individual names have been made anonymous.) •Blue and bold text has been processed by TSE ©2023 Tokyo Stock Exchange, Inc. Disclosure Examples 1. Approach to and policy on corporate group management ©2023 Tokyo Stock Exchange, Inc. 3 1-1 Fujitsu Limited/6702 (July 20, 2022) ■Views and policies for Group management Fujitsu manages the Fujitsu Group with the aim of ...