Article 1. This law, by eliminating the excessive concentrations of economic power at the earliest possible date and rationally reorganizing the national economy, as a part of the series of measures taken for the reconstruction of the peace time and democratic nation, aims to lay the ground work for building a democratic and healthy national economy.
Article 2. "Enterprise" as used in this law shall include every kind of economic business of financial instrumentality or person, whether in the form of cartel, syndicate, combine, trust, stock company, partnership, association, concern, aggregate of firms or bodies, individuals, or otherwise.
"Independent enterprise" as used in this law shall mean any enterprise having separate juridical existence.
"Relationship" as used in this law shall mean every form of relationship, including agreement, combinations, associations, or understanding.
"Fields of activity" as used in this law shall include every kind of economic, business or financial activity.
With regard to the enforcement of this law, enterprise of monopolistic characteristics shall include any enterprise which has or may have influence in any field of activity which shall have resulted from merger of independent enterprises or which shall have resulted from excessive expansion of activities during the period between July 1, 1937 and September 1, 1945 in relation to its previously existing position in the field of activity. In this case, "influence" shall mean control sufficient to have a substantial effect upon the price or flow of capital, or upon the price or flow of goods or services, if the enterprise is to be withdrawn from the market.
With regard to the enforcement of this law, unrelated field of activity shall mean any field neither corresponding to those fields of production which are dependent upon each other in productive process, which are stages of production relating to production of same final product, nor to those fields of activity which are useful for each other in production, marketing on management rationalization.
"Competition" as used in this law concerning the enforcement of this law, competitor shall mean actual or potential competition or competitor.
"Production capacity" as used in this law shall mean degree of production obtainable by maximum operation of production facilities at normal condition.
"Family" as used in this law shall mean person, his or her spouse and relatives within third degree kinship.
With regard to the enforcement of this law, wealth of an individual or family shall include property of all enterprises as well as all other property owned or controlled by such individual or members of family.
Article 3. The HCLC shall designate excessive concentrations of economic power which exist on the effective date of this law or which shall have been in existence at any time between August 1, 1945 and the effective date of this law, and shall eliminate such excessive concentrations of economic power in interest of public welfare.
For this purpose, an excessive concentration of economic power shall be defined as any private enterprise conducted for profit, or combination of such enterprises, which by reason of its relative size in any line or the cumulative power of its position in many lines, restricts competition or impairs the apportunity for others to engage in business independently, in any important segment of business.
The HCLC shall designate excessive concentrations of economic power in accordance with the foregoing definition and in accordance with standards to be adopted under the provisions of Article 6.
Article 4. The designation by the provisions of the preceding Article shall be made on or prior to September 30, 1948.
Article 5. When the HCLC has made designation provided for by Article 3, it shall transmit such designation in writing to the interested persons. The cancellation of the designation of the same Article shall be transmitted in writing to the interested persons.
The transmission of designation of the preceding paragraph may be made by means of public notification.
Article 6. The HCLC shall decide and make public the specific standards for determining what shall constitute excessive concentrations of economic power upon consideration of the following factors and other necessary matters:
1. Percentage of amount of production or other economic activity of any enterprise in Japan proper to the total amount of production or other economic activity of Japan proper in the respective field of activity.
2. Comparison of present production capacity in Japan proper with maximum production capacity in Japan proper on or prior to June 30, 1937 of any enterprise.
3. Comparison of percentage of present production capacity or amount of other economic activity in Japan proper of any enterprise to the total production capacity or total amount of other economic activity of Japan proper in the respective field of activity with such maximum percentage on or prior to June 30, 1937.
4. Relationship of control over other enterprises.
5. The number, location and other geographic conditions of plants operated by any enterprise.
6. Whether plants are inter-related in productive processes and extent of such inter-relation, use of raw materials, products produced or in markets for products.
7. Control of raw materials by any enterprise.
8. History of expansion of business activity by means of merger of independent enterprise or other means.
9. Comparison of the efficiency of production of any enterprise with the efficiency of its separated parts or combination of separate parts.
10. Participation of any enterprise in or the existence of any arrangement or relationship including exclusive sales or purchasing or other similar arrangements of a monopolistic or restrictive character, or which provides for special privileges in the purchase or sale of materials, restrictions upon production or distribution, fixing prices, restrictions upon business or sales areas, or the exclusive exchange of patents or technical information.
11. Control over substantial business activity operated by individuals or members of family.
In deciding "efficiency of production" of Clause 9 of the preceding paragraph, considerations shall be given whether quantity of output or unit costs will be affected by changing the organizational structure of the enterprise.
Article 7. The HCLC shall take such action in regard to the elimination of excessive concentrations of economic power designated by the provisions of Article 3, as are necessary to accomplish the purpose of this law.
The HCLC shall have the power mentioned below within necessary extent in taking such action as provided in the preceding paragraph:
1. To determine the principles, plans and procedures for the elimination of excessive concentrations of economic power designated by the provisions of Article 3.
2. To collect, compile and investigate various information;to require the compilation and submission of informations;to order the keeping of records;to require production of report and views;to order persons possessing accounting books, documents and other matter to submit the same, and to detain any submitted matters.
3. To summon and question persons concerned or witnesses and to summon experts and cause them to give expert testimony.
4. To make any spot inspection of any place of business or other necessary places and examine conditions of business operation and property, accounting books and other matters.
5. To order transfer or delivery of property;to require delegation by proxy the right to execute the voting rights of stocks and other securities;or to order acquisition of securities by money received in equivalent to the transferred properties or to deliver securities in equivalent to the transferred properties and to restrict voluntary transfer of such securities, in case properties belong to individuals or members of family.
6. To order the juridical person or other organizations to dissolve and to order to terminate any arrangement of monopolistic or restrictive characteristics such as cartels, syndicates, combines, combinations, trusts, or exclusive sales or purchasing;and to prohibit such actions as to perpetuate excessive concentrations of economic power.
7. To require the submission of plans for reorganization of enterprise, the disposal of assets and other necessary measures to eliminate excessive concentrations of economic power designated by the provisions of Article 3;to approve such plans;and to prepare plans of reorganization in case plans of reorganization are not submitted or the submitted plans of reorganization are not appropriate.
8. To appoint receivers with all legal and other powers to execute plans of reorganization;and to supervise the execution of plans of reorganization, disposal of assets, dissolution or liquidation of juridical person or other organizations, or other necessary measures for eliminating excessive concentration of economic power.
9. To prohibit unauthorized transfer of property or other activities prior to the approval of the HCLC.
10. To take such other measures as it may deem necessary to eliminate excessive concentrations of economic power designated by the provisions of Article 5 and consistent with the provisions of this law.
11. To issue necessary order to carry out the matters mentioned in the preceding items, and to decide and notify to public any rules necessary to execute the same.
In case the HCLC orders any juridical person or other organization to dissolve in accordance with the provisions of Item 6 of the preceding paragraph, the respective juridical person or other organization is to be dissolved by such order notwithstanding the provisions of any other laws, ordinances or contracts.
A person who conducts spot inspection by the provisions of Item 4 of Paragraph 2, shall be required to carry with him a specific warrant.
Article 8. In case the HCLC approves or directs any plans of reorganization, disposal of assets or such other necessary measures as eliminating excessive concentrations of economic power designated by the provisions of Article 3, directs measures provided in Item 5 or 6 of the second paragraph of the preceding Article or, if it is deemed necessary, directs any other measures, orders of such approval or direction shall be transmitted, in writing, to all interested persons and the FTC.
The proposed order by the provisions of the preceding paragraph (except in the case of voluntary plans of reorganization to be approved) shall be accompanied by written findings of fact. The written findings shall disclose in detail the economic, manufacturing, and other data upon which the order is based, or such information shall be transmitted with the order in memorandum form in addition to the findings.
The provisions of Article 5, Paragraph 2 shall be applied mutatis mutandis to the transmission of order of the first paragraph.
Article 9. The HCLC shall hold a hearing with interested persons at a date not earlier than fifteen days after the date on which proposed order was transmitted.
At the hearing of the preceding paragraph, all interested persons may make objections or recommendations to such proposed order.
The HCLC may decide and notify the public rules for procedure for hearing provided in the first paragraph.
Article 10. In case the FTC deems there exists any conflict with the provisions of the Law No.54 of 1947 relating to Prohibition of Private Monopoly and Methods of Preserving Fair Trade (hereinafter referred as Anti-Trust Law) in the proposed order, it shall indicate such conflict to the HCLC.
Article 11. The HCLC may make necessary changes in its proposed order on the basis of objections or recommendations of the provisions of Article 9, Paragraph 2, or the indications by the provisions of the preceding Article.
In case the HCLC decided order, the final order shall be transmitted. in writing, to all interested persons.
The provisions of Paragraph 2 of Article 5 shall be applied mutatis mutandis to the transmission of the final order of the preceding paragraph.
Article 12. The HCLC shall not approve a plan of reorganization unless it shall accord fair and equitable treatment of creditors, security holders and shareholders (including partner;hereinafter the same).
A plan of reorganization may provide the modification of the right of creditors, security holders or shareholders without approval of the same, such persons, however, shall have the right to raise objection at the hearing.
Article 13. If any findings of fact shall not be supported by substantial evidence, or if the HCLC shall have neglected to consider substantial evidence, in appeal may be raised to the Prime Minister by interested persons within thirty days of the transmission or public notice of the final order, providing, however, no such appeal shall be made unless such ommission of evidence shall have been specifically raised at the hearing or if such substantial evidence shall have been wilfully withheld from the HCLC.
Article 14. Within thirty days of such appeal as provided in the preceding Article is taken, the Prime Minister shall determine whether such ommission is such a a substantial character as to render the order arbitrary.
In case the Prime Minister deems such ommission of evidence is of such a substantial character as to render the order arbitrary, the order shall be returned to the HCLC for proper modification by applying mutatis mutandis the procedures provided in Articles 8-11 to the extent necessary to correct ommission.
Article 15. The enforcement of the final order shall be suspended during the period an appeal may be taken as provided in Article 13 and until a decision shall have been made in case an appeal was made in accordance with the provisions of the same Article.
Article 16. The excessive concentration of economic power, whether or not based upon provisions of other laws and ordinances, or whether its creation shall have been voluntary or involuntary, may be eliminated in accordance with the provisions of this law.
Article 17. This law shall not be administered to contravene official rationing regulations.
Article 18. With regard to the excessive concentration of the economic power designated by the provisions of Article 3, the HCLC shall not be precluded from taking necessary action to prohibit the prepetuation of such excessive concentration of economic power in any other form in the event its organization shall have ceased to exist, been dissolved or Liquidated, or shall be in the process of dissolution or liquidation, or shall have been changed.
Article 19. The matters concerning the enforcement of the final order issued by the HCLC shall be charged by the FTC.
Petition for modification of the final order of the HCLC may be made to the FTC,
The final order of the HCLC shall not be modified upon the petition for modification provided in the preceding paragraph without the prior approval of the HCLC before the date on which the functions of the HCLC shall be transferred to the FTC by the provisions of Article 26.
Article 20. The HCLC may delegate to FTC, in part, its function to be performed by the provisions of this law.
The HCLC may assign the business concerning the carrying, out of functions to be performed by the provisions of this law to other government agencies to the extent necessary in carrying out such functions.
Article 21. Any person, coming under any one of the following items, shall be punished by a penal servitude for not more than three (3) years or by a fine not more than one hundred thousand (100,000) yen:
1. One who has violated the orders or requirements issued by the provisions of Article 7, Paragraph 2, Item 5 or who has violated the restrictions provided in the same Item.
2. On who has violated the orders to terminate any arrangement issued or the prohibition imposed by the provisions of Article 7, Paragraph 2, Item 6.
3. One who has violated the prohibition by the provisions of Article 7, Paragraph 2, Item 9.
Any person guilty of any of the offences prescribed in the preceding paragraph may, according to circumstances, be punished by both penal servitude and a fine.
Article 22. Any person who has refused, obstructed, or evaded such inspection as provided in Article 7, Paragraph 2, Item 4 shall be punished by a penal servitude for not more than six (6) months or by a fine not more than one thousand (1,000) yen.
Article 23. When a representative of a juridical person or an agent, an employee, or any other person in the service of a juridical person or of an individual has committed a violation as provided for by Article 21, Paragraph 1 or the preceding Article with respect to the business or property of said juridical person or individual, not only shall the offender be punished but said juridical person or said individual shall also be punished by such fine as provided for by the respective articles.
Article 24. Any person who has refused requirements to submit such plans as provided for by Article 7, Paragraph 2, Item 7 shall be liable to a noncriminal fine for not more than ten thousand (10,000) yen.
Article 25. Any person, coming under any one of the following items, shall be liable to a non-criminal fine for not more than one thousand (1,000) yen:
1. One who has refused requirements by the provisions of Article 7, Paragraph 2, Item 2, or who, in violation of orders issued by the same, Item, has failed to compile information, to submit information, report, view, accounting books or documents etc., or to keep records, or who has submitted false information, report, or view.
2. One who has violated the order to appear by the provisions of Article 7, Paragraph 2, Item 3, who has failed to give testimony to the question made by the same clause or gave false testimony, or who has failed to give expert testimony or gave false expert testimony for the order to give expert testimony by the provisions of the same clause.
Article 26. The functions, powers, records, and such personnel as are necessary to secure the accomplishment of the aims of this law, of the HCLC, shall be transferred to the FTC in accordance with the provisions of separate law to be issued on or after September 1, 1948 and on or prior to December 31, 1948.
Article 27. The provisions of the Anti-Trust Law and the functions of the FTC based upon the provisions of the same law, shall not be modified by the provisions of this law and the functions of the HCLC.