I hereby give My sanction to the Adjustment and Coordination of Disposal of Securities Act and others for which the concurrence of the Imperial Diet has been obtained and cause the same to be promulgated.
Signed:HIROHITO, Seal of the Emperor
This seventeenth day of the first month of the twenty-second year of Showa (January 17, 1947)
Countersigned: Prime Minister YOSHIDA Shigeru
Minister of Justice KIMURA Tokutaro
Minister of Finance ISHIBASHI Tanzan
Article 1. In order to achieve an equitable and smooth disposal of the huge amount of securities such as those to be delivered to the Treasury under the Capital Levy Law, or those to be disposed of for the purpose of democratization of post-war national economy and others, the objective of the present Law shall be to undertake necessary adjustment and coordination with respect to the time, price, and quantity or other matters of disposal in accordance with the conditions of the securities market and at the same time to attain as broad a distribution of such securities as possible among the nation.
Article 2. Designated securities as stipulated in this Law shall mean the following:
1. Securities owned by the Government;
2. Securities owned by the Holding Company Liquidation Commission through transfer of title of ownership from companies designated in accordance with the provisions of Article 1 of the Holding Company Liquidation Commission Ordinance or persons designated in accordance with the provisions of Article 1 of the said Ordinance;
3. Securities owned by designated agencies as provided for by Article 1 of Joint Ministerial Ordinance of the Ministries of Finance, Foreign Affairs, Home Affairs, and Justice No.1 of 1945 concerning the Closing of Colonial Banks, Foreign Banks and Special War Institutions;
4. Securities under the administration of the Chairman of the Committee of Conservators for Closed Institutions in accordance with the provisions of Article 1 of Joint Ministerial Ordinance of the Ministries of Finance and Justice No.4 of 1946 concerning the property belonging to the Special Account for Securities Transactions Business of the Japan Securities Exchange;
5. Securities whose titles of ownership are to be transferred in accordance with the provisions of Imperial Ordinance No.567 of 1946 concerning the Restriction of Securities Holdings, etc. by Companies, by designated companies, subsidiary companies, or affiliated companies as provided for by Article 1 of the said Imperial Ordinance (excluding those provided for by item 1 of paragraph 1 of Article 6 of Imperial Ordinance No.567 of 1946), or by those coming under paragraph 1 of Article 5 of the said Imperial Ordinance (including such a case whereby the said provisions shall be applied mutatis mutandis in accordance with the provisions of Article 17 of the said Imperial Ordinance);
6. Securities whose titles of ownership are to be transferred in accordance with the provisions of the final reorganization plan as provided for by the Enterprise Reconstruction and Reorganization Act by special accounting companies as provided for by the said act (hereinafter to be referred to as special accounting companies) and securities whose titles of ownership are to be transferred as a result of applying mutatis mutandis the provisions of the said act by those provided for by Article 52 of the said act;
7. Securities other than those provided for by the foregoing items to be stipulated by separate Ordinance.
Securities as stipulated in the preceding paragraph shall mean National Bonds and other debentures, local bonds and other debentures, stocks, partnership shares and other investment certificates, bonds and other debentures, and others to be provided for by separate Ordinance (the foregoing shall include those registered in accordance with the provisions of Law No.34 of 1905:-Law on National Bonds, or Law on Registration of Bonds and Debentures, etc.).
Article 3. With respect to transfer of title of ownership of designated Securities, the plan for such transfer shall be approved by the Securities Coordinating Liquidation Committee (hereinafter referred to as the Committee) previous to such transfer.
Article 4. The Committee shall be composed of the members of the Committee.
The members of the Committee shall be the representatives (in case of item 3 of this Article, and persons designated by Ordinance in accordance with the provisions of item 5 of this Article, the individual person himself) of those stipulated in the following items:
2. the Holding Company Liquidation Commission,
3. the Chairman of the Committee of Conservators for Closed Institutions,
5. the individual person in case a person other than those provided for by the preceding items is designated by separate Ordinance.
Article 5. There shall be a chairman of the Committee.
The Chairman shall be one of the members of the Committee.
The selection and retirement or dismissal of the Chairman shall be decided by majority vote of the members of the Committee.
The Chairman shall preside over the work of the Committee and represent the Committee.
Article 6. Decisions of the Committee shall be made by unanimous vote of all the members of the Committee with the exception of such a case coming under paragraph 3 of the preceding Article.
Necessary matters with respect to the operations and work of the Committed other than those provided for in the preceding paragraph shall be provided for by the Regulations of the Committee (hereinafter referred to as the Regulations).
Article 7. Those contemplating transfer of title of ownership of designated securities (designated securities stipulated by item 5 of Article 2 being excluded) shall, in accordance with the provisions of the Regulations, prepare plans stating therein the time, price, quantity, and other matters necessary with regard to the said transfer, and shall submit them to the Committeewith the exception of a case stipulated by Ordinance.
In case the Regulations have been decided, the Committee shall make said Regulations public in accordance with the provisions of separate Ordinance.The foregoing shall apply to any revision or alteration of said Regulations.
Article 8. The Committee, when it obtained submission of such a plan as provided for by paragraph 1 of the preceding Article, shall study the said plan and give approval when such transfers of designated securities are considered to be carried out smoothly and equitably and proper to acheive a balanced distribution of securities.
In case the Committee deems that a matter stated in the said plan as provided for by the preceding paragraph is not proper in view of the purport of the preceding paragraph, it may disapprove or give approval of the said program with the required alteration.
In case a disposition has been made in accordance with the provisions of the preceding two paragraphs, the Committee shall notify the one who submitted the plan.
In case the one who submitted the plan is unsatisfied with the notice as provided for by the preceding paragraph, the said one may demand the Committee to review the plan in accordance with the provisions of the Regulations. In case that the Committee fails to give notice of approval as provided for by paragraph 3 of the preceding Article or notice of any specific action upon the plan submitted to the Committee in accordance with the provisions of the preceding Article within a period of thirty (30) days from the day after receipt of submission of said plans, it shall be deemed that the approval of the Committee has been granted at the end of said period of thirty (30) days.
Article 9. With respect to designated Securities as provided for by item 5 of Article 2, the Holding Company Liquidation Commission shall prepare, in accordance with the provisions of separate Ordinance, a comprehensive program to the disposal of stocks covered by the plans for disposal of stock (referring to those provided for by Article 4 of the Imperial Ordinance No.567 of 1946) which have been submitted to the said Commission and submit the said program to the Committee for its approval.
The provisions of the preceding Article of this Law shall be applied mutatis mutandis to such cases as provided for by the preceding paragraph.
The Holding Company Liquidation Commission shall not give approval for such plans for disposal of stocks as provided for by Article 8 of Imperial Ordinance No.567 of 1946 (excluding such stocks stipulated by item 1 of paragraph 1 of Article 6 of the said Imperial Ordinance) without basing its approval on the approved comprehensive program as provided for in paragraph 1 of this Article.
Article 10. Those who have received approval for transfer of designated securities in accordance with the provisions of Article 8 shall entrust such transfer of title of ownership of the said designated securities to the Committee,provided that the foregoing shall not apply to such cases whereby special accounting joint-stock companies or those provided for by Article 52 of the Enterprise Reconstruction and Reorganization Act (hereinafter referred to as special accounting companies etc.) contemplate transfer or designated securities provided for in Article 2, paragrph 1, item 6, or such cases as provided for by Ordinance.
In case an entrustment has been made in accordance with the provisions of the preceding paragraph, the Committee shall carry out such transfer of designated securities in accordance with the provisions of the said plan approved by the Committee.
In such a case as provided for in the preceding paragraph, should it become impossible for the Committee to carry out such transfer of designated securities in accordance with the said plan approved by the Committee due to changes in market conditions or other reasonable reasons, it may alter or amplify the said plan.
The provisions of paragraph 3 of Article 8 shall apply mutatis mutandis to such a case as provided for in the preceding paragraph.
Article 11. Special accounting companies, etc. may, after receiving notice of approval of the plans for transfer in accordance with the provisions of paragraph 3 of Article 8 (including such cases where the said provisions are applicable mutatis mutandis under paragraph 2 of this Article), apply to the Committee for alteration of the said approval with respect to the approved plan within a period of time to be provided for by separate Ordinance in case there has been a change in market conditions or other reasonable circumstances. In such a case, effect of the said approval shall be held up until time of action by the Committee upon the said application.
The provisions of Article 8 shall apply mutatis mutandis to such cases where applications as provided for by the preceding paragraph are made.
Special accounting companies, etc. shall transfer designated securities in accordance with the plan approved by the Committee.
Special accounting companies, etc. may entrust the transfer of designated securities to the Committee.
In case special accounting companies, etc. do not transfer designated securities within the period of time as directed by the Committee, after having received approval in accordance with the provisions of Article 8 (including such cases where the said provisions are applicable mutatis mutandis under paragraph 2 of this Article), the said approval shall lose its effect in so far as and within the limits of such that has not been transferred.
Article 12. Those entrusting transfer of designated securities to the Committee in accordance with the provisions of paragraph 1 of Article 10 or of paragraph 4 of the preceding Article shall pay to the Committee a certain fee as provided for by Ordinance.
Article 13. In case the Committee deems it necessary in order to achieve a smooth and equitable disposal of designated securities, it may require the attendance of government officials of all Ministries concerned and other government agencies, those who own designated securities, and those to be considered as having special knowledge and experience with respect to securities transactions and obtain their opinions, or may require presentation of reports, informations, or other data with respect to conditions of the securities market and other matters pertinent to execution of the functions of the Committee.
Compensation for travelling expenses to be paid to those required to attend the meetings of the Committee in order to submit reports, information, or other data, or expenses to be paid to those required to submit reports, information, or other data in accordance with the provisions of the preceding paragraph and other necessary matters pertaining to such cases pursuant to the preceding paragraph, shall be provided for by separate Ordinance.
Article 14. Companies designated by the Government and other juristic persons (hereinafter referred to as designated juristic persons) shall report to the Committee the name or the firm's name, and address of the stockholder or partnership shareholder as entered in the stockholders registerbook or partnership shareholders registerbook on the day to be designated by separate Ordinance, and the type and number of stocks held by each stockholder or the number of partnership shares held by each partnership shareholder.
In case any change occurs with respect to such reported matters after presentation of said report in accordance with the provisions of the preceding paragraph, designated juristic persons shall report matters with respect to the said change to the Committee in accordance with the provisions of separate Ordinance.
In case a designated juristic person is dissolved or it has ceased to be a juristic person, the said fact shall be reported without fail to the Committee by those to be provided for by separate Ordinance.
Article 15. Designated juristic persons shall not issue unregistered stock certificates notwithstanding the provisions of paragraph 1 of Article 227 of the Commercial Code.
Stockholders of designated juristic persons holding unregistered stocks shall not be able to execute their rights until said stocks have converted into registered stocks in accordance with the provisions of Ordinance.
Article 16. The expenses of the Committee shall be borne by those stipulated by each item of Article 3 in accordance with the provisions of Ordinance.
Article 17. In order to deal with the work of the Committee, a staff office shall be established and attached to the Committee snd necessary personnel shall be maintained.
The Committee shall make public notice of the location of the staff office, the name and address of the Chairman, and other necessary matters in accordance with the provisions of Ordinance.
Article 18. Members of the Committee and other personnel of the Committee shall be deemed as personnel in public service as provided for by Law or Ordinance.
Those provided for by the preceding paragraph shall not sell or buy stocks, investment certificates, or debentures or debenture notes issued by juristic persons established by special Law or Ordinance (with respect to debentures, etc., those registered in accordance with the provisions of the Registration Law being included) or shall not be connected in any way with the buying or selling of such securities by others;provided that the foregoing shall not apply to such a case whereby such acts are undertaken for carrying out one's duties in accordance with Law or Ordinance, or to such a case wherein the approval of the Committee has been obtained.
Article 19. Necessary matters with respect to public notices required by the present Law shall be provided for by Ordinance.
Article 20. A person who comes under any of the following items shall be sentenced to imprisonment for not more than one (1) year or be fined not more than ten thousand yen (\10,000).
1. One who, in violation of the provisions of paragraph 1 of Article 10, transferred designated securities without entrusting the same to the Committee.
2. One who, in violation of the provisions of paragraph 3 of Article 11, transferred designated securities.
3. One who, in violation of the provisions of paragraph 1 or 2, Article 14, failed to make a report or made a false report.
Article 21. Members of the Committee and other personnel of the Committee, who have violated the previsions of paragraph 2 of Article 18 or carried out such acts as provided. for in the said paragraph, shall be sentenced to imprisonment for not more than one (1) year or be fined not more than ten thousand yen (\10,000).
Article 22. Members of the Committee, other personnel of the Committee, or former personnel of the Committee, who have divulged confidential matters whose knowledge was obtained in course of duty or who have used stolen knowledge of such confidential matters, shall be sentenced to imprisonment of not more than one (1) year or be fined not more than ten thousand yen (\10,000).
Article 23. When a representatively of a juristic person or an agent, a servant, or any other employee of a juristic person or natural person is guilty of a violation of the provisions of the preceding Article with respect to the business or property of the said juristic person or natural person, the fine as prescribed in Article 20 shall be imposed upon the said juristic person or natural person in addition to the actual offender.
Article 24. A person who comes under one of the following items shall be fined not more than one thousand yen (\1,000).
1. One who, when requested to attend a meeting of the Committee as provided for in Article 13, has failed to attend without a just cause.
2. One who, when requested to submit reports, information, or data under the provisions of the abovementioned Article, has failed to submit or submitted false reports, information or data.
Supplementary Provisions:
The enforcement date of this Law shall be prescribed by Imperial Ordinance.
In case a transfer contract is outstanding, or a firm bid or offer is in existence with regard to designated securities at the time of enforcement of this Law, the provisions of this Law shall not apply to such designated securities.