A part of Law relative to Prohibition on Private Monopoly and Methods of Preserving Fair Trade (Law No.54 of 1947) shall be amended as follows:
Article 2, paragraph 2 shall be amended as follows:
The term "competition" as used in this Law shall mean situations in which two (2) or more entrepreneurs do or may, within the normal scope of their business activities in Japan and without undertaking any significant change in their business facilities or practices in Japan, engage in any one (1) of the following acts;provided that such acts as provided for in item 2 shall not be included in "competition" as provided for by Chapter IV:
(1) Supplying the same or similar goods or services to the same customers or consumers;
(2) Receiving supply of the same or similar goods or services from the same supplier.
Article 6 and Article 7 shall be amended as follows:
Article 6. No entrepreneur shall participate in an international agreement or an international contract which contains therein any matter coming under any one (1) of the items of paragraph 1 of Article 4 with a foreign entrepreneur or participate in an agreement or contract on foreign trade which contains therein any matter coming under any one (1) of the items of said paragraph of said Article with a domestic entrepreneur.
The provisions of the preceding paragraph shall not apply in case the effects of such agreement or contract on competition in any particular field of international or domestic trade is negligible.
Every entrepreneur shall, when he has participated in an international agreement or an international contract (including such agreement or contract coming under the provisions of the preceding paragraph) with a foreign entrepreneur or when he has participated in an agreement or contract on foreign trade (including such agreement or contract coming under the provisions of the preceding paragraph) with a domestic entrepreneur, file a report of said fact, together with a copy of said agreement or contract (in case of an oral agreement or contract, a statement setting forth therein the contents thereof), with the Fair Trade Commission within thirty (30) days from the day of execution or participation in said agreement or contract in accordance with the provisions of such rules and regulations of the Fair Trade Commission as it may establish.
The provisions of the preceding paragraph shall not apply to an agreement or contract relating to a single and only a single commercial transaction (excluding such transaction where the delivery of the object exceeds one (1) year) or to an agreement or contract which merely provides for the establishment of power of attorney on matters relating to commercial transactions (excluding such which provides for conditions that restrain the business activities of the other party or parties).
Article 7. The Fair Trade Commission may, in case there exists any act which violates the provisions of Article 3, paragraph 1 of Article 4, Article 5 or paragraph 1 or paragraph 3 of Article 6, other the entrepreneur concerned, in accordance with the procedures as provided for in Section 2 of Chapter VIII, to file reports, or to cease such act, to transfer a part of his business or to take any other necessary measure to eliminate such acts in violation of said provisions.
Articles 9 to 16 inclusive shall be amended as follows:
Article 9. The establishment of a holding company is prohibited.
No company (including a foreign company) shall become or operate a holding company in Japan.
The term "holding company" as used in the preceding two (2) paragraphs shall mean a company whose principal business is to own stocks (including partnership shares;hereinafter the same) in another domestic company or companies for the purpose of controlling the business activities of such other company or companies in Japan by means of such ownership of stocks.
In case a company (including a foreign company) which is not a holding company as provided for by the preceding paragraph and whose principal business is to own stocks in another domestic company or companies extends a significant influence over the business activities of such other company or companies in Japan by means of its ownership of stocks in such other company or companies, said company shall, with regard to application of the provisions of paragraph 2, be deemed to be a holding company.
Article 1O. No company (including a foreign company) shall acquire or own, directly or indirectly, stocks or debentures in a domestic company or in two (2) or more domestic companies in case such acquisition or ownership may result in a substantial lessening of competition between any of such companies or may result in a substantial restraint of competition in any particular field of trade, or in case such acquisition or ownership is obtained through unfair methods of competition.
No company (including a foreign company) whose business is other than financial (the definition of which shall be banking, trust, insurance, mutual financing or securities business;hereinafter the same) shall aquire or own stocks or debentures of another domestic company engaged in competition with it in Japan.
With regard to application of the provisions of the preceding paragraph, it shall not he construed that a company whose business is other than financial (including a foreign company and hereinafter to be referred to in this paragraph as the parent company) is in competition with its subsidiary company (the same shall apply with regard to construction in Article 13 as well as paragraph 2 and paragraph 3 of Article 14). The term "subsidiary company" as used in this case shall mean a domestic company which comes under each of the following items:
(1) A company which stands, with regard to the principal part of its business activities, in close and continuous relation with and is subsidiary to the parent company with respect to the supply of raw materials, semi-finished products, accessory parts, by-products, waste material or goods or other economic benefits (excluding funds) necessary for its business activities or with respect to the utilization of patent invention or model utility;
(2) A company a substantial portion of whose issued stocks are owned or are to be owned by the parent company;
(3) A company which is not engaged in competition in Japan with the parent company at the time of or immediately prior to acquisition of stocks by said parent company.
Every domestic company whose business is other than financial and whose total assets (as of its final balance sheet and excluding unpaid-up stocks, unpaid-up partnership shares or claim rights against unpaid-up fixed funds;hereinafter the same) exceeds five million (5,000,000) yen and every foreign company whose business is other than financial shall, in case it owns stocks or debentures of another domestic company (with regard to a security trust of stocks or debentures, including such cases wherein the trustor is the beneficiary; provided that, with regard to stocks, the foregoing shall apply only when the trustor exercises the voting right), file a report of all such stocks or debentures owned or entrusted by it as of April 1 and October 1 of each year with the Fair Trade Commission within thirty (30) days of said dates respectively in accordance with such rules and regulations of the Fair Trade Commission as it may establish.
Article 11. No company (including a foreign company;hereinafter the same in this Article) whose business is financial shall acquire or own stocks of another domestic company which operates in the same field of financial business and which is engaged in competition with it in Japan.
No company whose businss is financial shall acquire or own stocks of another domestic company if by so doing it owns in excess of five per centum (5%) of the total issue of stock of said company.
The provisions of the preceding two (2) paragraphs shall not apply to such a case coming under any one (1) of the following items:
(1) In case of acquisition or ownership of stocks by a company engaged in the securities business in the normal course of its business;
(2) In case of ownership of stocks by a company other than one engaged in the securities business and whose business is financial by underwriting for the purpose of public sale;
(3) In case of acquisition or ownership of stocks by acceptance of a security trust wherein the trustor is the beneficiary;provided that the foregoing shall apply only when the trustor exercises the voting right.
The provisions of paragraph 2 shall not apply to the acquisitions of stocks of another domestic company by a company business is financial as a result of the enforcement of bona fide liens or of receipt of payment in kind.
In such cases as provided for by item 1 or item 2 of paragraph 3 or by the preceding paragraph, when ownership of such stocks in excess of a period of one (1) year from the date of acquisition is contemplated, prior approval of the Fair Trade Commission shall be obtained in accordance with such rules and regulations of the Fair Trade Commission as it may establish. In this case approval of the Fair Trade Commission shall be granted upon condition that the company whose business is financial shall carry out an expeditious disposal of said stocks.
Article 13. No officer of employee (referring to a person other than an officer in regular employment of a company in its business) of a company (including a foreign company) shall hold concurrently a position as an officer in another domestic company engaged in competition with it in Japan.
Article 14. No natural, non-juridical or juridical person other than a company (including a foreign company) shall acquire or own, directly or indirectly stocks or debentures of a domestic company or in two (2) or more domestic companies in case such acquisition or ownership may result in a substantial lessening of competition between such companies or may result in a substantial restraint of competition in any particular field of trade, or in case such acquisition or ownership is obtained through unfair methods of competition.
Every natural, non-juridical or juridical person other than a company (including a foreign company) shall, in case it comes to own stocks of two (2) or more domestic companies engaged in competition with one another in Japan in excess of ten per centum (10%) of the total issue of stock of any one (1) of said companies, file a report of such stocks with the Fair Trade Commission within thirty (30) days of the day of acquisition of such stocks in accordance with such rules and regulations of the Fair Trade Commission as it may establish.
No officer of a company (including a foreign company) shall acquire or own stocks of another domestic company engaged in competition with it in Japan.
Notwithstanding the provisions of the preceding paragraph, an officer of a company (including a foreign company) may, in case he owns stocks of another domestic company which is engaged in competition in Japan with the company in which he assumed position as an officer, continue ownership of such stocks for a period of thirty (30) days of the day of his assuming position as an officer.
The Fair Trade Commission may, upon application and when it determines that special circumstances justify the approval of such application, extend the period of time as provided for by the preceding paragraph upon condition of an expeditious disposal. In such cases the running of the thirty (30) days period shall be tolled until said application is either approved or rejected.
Article 15. No domestic company shall effect a merger in any one (1) of the following cases:
(1) In case undue substantial disparities in bargaining power will arise due to the merger;
(2) In case a substantial restraint of competition in any particular field of trade may be caused by the merger;
(3) In case the merger has been coerced by unfair methods of competition.
Every domestic company shall, when contemplating becoming a party to a merger, file previously a report with the Fair Trade Commission in accordance with such rules and regulations of the Fair Trade Commission as it may establish.
No domestic company shall, in such a case as coming under the preceding-paragraph, effect a merger for a period of thirty (30) days from the day of receipt of said report;provided that the Fair Trade Commission may, in case it determines that a suspicion exists whereby said merger may come under any one (1) of the items of paragraph 1, extend said period of time, with the consent of the merging companies, for an additional period of time not to exceed sixty (60) days in accordance with such rules and regulations of the Fair Trade Commission as it may establish.
The Fair Trade Commission shall, in case it issues a notice to open proceedings of hearing or a recommendation for the taking of necessary measures with regard to said merger pursuant to the provisions of Article 17-(2), issue such notice to open proceedings of hearing or recommendation within such thirty (30) days period of time as provided for in the preceding paragraph or such extended period of time as provided for in the proviso to the preceding paragraph;provided that the foregoing shall not apply in case a false statement with regard to important matters exists in such report as provided for in paragraph 2.
Nothing contained in the preceding paragraph shall be construed to prevent the Fair Trade Commission from opening proceedings of a hearing or issuing a recommendation for the taking of necessary measures pursuant to the provisions of Article 7, paragraph 1 of Article 8 or Article 20.
Article 16. The provisions of the preceding Article shall apply mutatis mutandis to an act of a company (including a foreign company:hereinafter the same in this Article) coming under any one (1) of the following items:
(1) To receive transfer of the whole or substantial part of the business in Japan of another company;
(2) To receive transfer of the whole or substantial part of the fixed business assets in Japan of another company;
(3) To lease the whole or substantial Part of the business in Japan of another company;
(4) To receive entrustment of management of the whole or substantial part of the business in Japan of another company;
(5) To enter into a contract which provides for a joint profit and loss account for business in Japan with another company.
Next to Article 17 shall be added the following one Article:
Article 17-(2). In case there exists any act in violation of the provisions of paragraph 1, paragraph 2 or paragraph 4 of Article 10, paragraph 1 or paragraph 2 of Article 11, paragraph 1 of Article 15 (including such cases where said provisions are applied mutatis mutandis in Article 16) or those of the preceding Article, the Fair Trade Commission may order the entrepreneur concerned to file a report, or to dispose the whole or a part of his stocks or debentures, to transfer a part of his business or to take any other measures necessary for eliminating such violation.
In case there exists any act in violation of the provisions of paragraph 1 or paragraph 2 of Article 9, Article 13, paragraph 1, paragraph 2 or paragraph 3, of Article 14 or those of the preceding Article, the Fair Trade Commission may order the violater to file a report, or to dispose of the whole or a part of his stocks, to resign from his position as an officer in a company or to take any other measure necessary for eliminating such violation.
Eliminating measures as provided for in the preceding two (2) paragraphs shall be carried out in accordance with the procedures as provided for by Section 2 of Chapter VIII. In this case, the terms "entrepreneur" or "said entrepreneur" as provided for in Section 2 of Chapter VIII shall, with respect to application of the provisions of the preceding paragraph, be taken to read "violator" or "said violator" respectively.
In Article 18, "paragraph 1 of Article 15" shall be amended as "paragraph 2 and paragraph 3 of Article 15" .
In Article 26, paragraph 1, "paragraph 3 of Article 48 or Article 54" shall be amended as "paragraph 3 of Article 48, Article 53-(3) or Article 54" .
In Article 35, paragraph 4, "Criminal offenses" shall be amended as "cases" .
Article 48, paragraph 1 shall be amended as follows:
The Fair Trade Commission may, when it deems that an entrepreneur has violated the provisions of Article 3, paragraph 1 of Article 4, Article 5, paragraph 1 or paragraph 3 of Article 6, paragraph 1 or paragraph 2 of Article 9, paragraph 1, paragraph 2 or paragraph 4 of Article 10, paragraph 1 or paragraph 2 of Article 11, Article 13, paragraph 1, paragraph 2 or paragraph 3 of Article 14, paragraph 1 of Article 15 (including such cases where said provisions apply mutatis mutandis to Article 16) or Article 17, that an entrepreneur has employed unfair methods of competition in violation of the provisions of Articles 19, or when it deems that undue substantial disparities in bargaining power exist, recommend said entrepreneur to take suitable measures.
Next to Article 51 shall be added the following one Article:
Article 51-(2). The Fair Trade Commission may, after commencing proceedings of hearing,"delegate a part of the proceedings of hearing (excluding the decision) in addition to such measures as provided for in items of paragraph 1 of Article 46 to such staff personnel of the Fair Trade Commission as provided for by separate order in accordance with the provisions of the rules and regulations of the Fair Trade Commission.
In Article 57, paragraph 1, next to "paragraph 1 of Article 8" shall be added "Article 17-(2)" .
Next to Article 53 shall be added the following two Articles:
Article 53-(2). The provisions of Article 143 to Article 147 inclusive, Article 149, Article 154 to Article 156 inclusive, Article 165 and Article 166 of the Criminal Litigation Law shall apply mutatis mutandis to the procedure whereby the Fair Trade Commission, in a hearing, examiners a witness or orders an expert to give expert testimony.
In such cases as provided for by the preceding paragraph, "court" , "court witness" , "question" and "defendant" shall be taken to read respectively "the Fair Trade Commission" , "witness" , "examine" and "entrepreneur" .
Article 53-(3). The Fair Trade Commission may, when an enterpreneur, after commencement of proceedings of hearing, admits such facts as charged in the notice to open proceedings of hearings as well as application of Law thereto and when he has filed with the Fair Trade Commission a written statement setting forth his desire to receive a decision without resorting to subsequent procedure of hearing and has filed a proposed plan which provides for concrete measures to be taken by said entrepreneur for the purpose of eliminating the said act or acts in violation or the said undue substantial disparities in bargaining power, render a decision on the lines of said proposed plan providing for concrete measures without resorting to subsequent procedure of hearing in case it is deemed proper.
Article 54 shall be amended as follows:
Article 54. The Fair Trade Commission shall, when it is recognized after a hearing that a violation of the provisions of Article 3, paragraph 1 of Article 4, Article 5, paragraph 1 or paragraph 3 of Article 6, paragraph 1 or paragraph 2 of Article 9, paragraph 1, paragraph 2 or paragraph 4 of Article 10, paragraph 1 or paragraph 2 of Article 11, Article 13, paragraph 1, paragraph 2 or paragraph 3 of Article 14, paragraph 1 of Article 15 (including such cases where said provisions apply mutatis mutandis to Article 16) or Article 17 exists, that unfair methods of competition have been employed in violation of the provisions of Article 19, or that undue substantial disparities in bargaining power exist, order by decision said entrepreneur to take such measures as provided for by Article 7, paragraph 1 of Article 8, Article 17-(2) or Article 20.
Article 65 paragraph 1 shall be amended as follows:
The Fair Trade Commission shall, when it receives an application for permission or approval in accordance with the provisions of paragraph 5 of Article 11 and when it deems said application to be groundless, dismiss said application by decision.
Article 67 paragraph 1 shall be amended as follows:
The Court may, if deemed of urgent necessity, upon complaint of the Fair Trade Commission, order an entrepreneur temporarily to cease an act or acts, to suspend the execution of voting rights or to cease execution of duties as an officer of a company whenever suspicion of a violation of the provisions of Article 3, paragraph 1 of Article 4, Article 5, paragraph 1 of Article 6, paragraph 1 or paragraph 2 of Article 9, paragraph 1 or paragraph 2 of Article 10, paragraph 1, paragraph 2 or paragraph 5 of Article 11, Article 13, paragraph 1 or paragraph 3 of Article 14, paragrapl 1 of Article 15 (including such cases where said provisions are applied mutatis mutandis to Article 16) or Article 17 exists, or may revoke or modify said order. It may also order the foregoing measures with regard to an act or acts suspected of employing unfair methods of competition in violation of the provisions of Article 19.
In Article 69, "after opening proceedings of bearing" shall be added next to "the Fair Trade Commission" , and "the original," shall be deleted.
Article 76 shall be amended as follows:
Article 76. The Fair Trade Commission may, with respect to its internal rules, procedure for handling cares, reports, applications for approvals and other matters, establish necessary rules and regulations.
In Article 85, item 3, "Article 89 and Article 90" shall be amended as "Article 89 to Article 91 inclusive" .
In Article 89, "fifty thousand (50,000) yen" shall be amended as "five hundred thousand (500,000) yen" .
In Article 90, "thirty thousand (30,000) yen" shall be amended as "three hundred thousand (300,000) yen" , and "paragraph 3 of Article 48 or Article 54" shall be amended as "paragraph 3 of Article 48, Article 53-(3) or Article 54" .
Article 91 shall be amended as follows:
Article 91. Any person or party coming under any one (1) of the following items shall be punished with penal servitude for not more than one (1) year or with a fine not more than two hundred thousand (200,000) yen:
(1) One who, in violation of the provisions of paragraph 1 of Article 9, establishes a holding company, or who violates the provisions of paragraph 2 of said Article;
(2) One who, in violation of the provisions of the former part of paragraph 1 or paragraph 2 of Article 10, acquires or owns stocks or debentures;
(3) One who, in violation of the provisions of paragraph 1 or paragraph 2 of Article 11, acquires or owns sticks, or who, in violation of the provisions of paragraph 5 of said Article, owns stocks;
(4) One who, in violation of the provisions of Article 13, assumes a position as an officer of company;
(5) One who, in violation of the provisions of the former part of paragraph 1 or paragraph 3 of Article 14, acquires or owns stocks or debentures;
(6) One who has violated the provisions of Article 17.
Article 91-(2). Any person or party coming under any one (1) of the following items shall be punished with a fine not more than two hundred thousand (200,000) yen:
(1) One who, in violation of the provisions of paragraph 3 of Article 6, fails to file a report or has filed a false report;
(2) One who, in violation of the provisions of paragraph 4 of Article 10, fails to file a report or has filed a false report;
(3) one who, in violation of the provisions of paragraph 2 of Article 14, fails to file a report or has filed a false report;
(4) One who, in violation of the provisions of paragraph 2 of Article 15 (including such case where said provisions apply mutatis mutandis to Article 16), fails to file a report or has filed a false report;
(5) One who, in violation of the provisions of paragraph 3 of Article 15, has registered establishment or change due to the merger;
(6) One who, in violation of the provisions of paragraph 3 of Article 15 which applies mutatis mutandis to Article 16, has carried out an act coming under any one (1) of the items of Article 16.
In Article 92, "the preceding three (3) Articles" shall be amended as "Article 89 to Article 91 inclusive" , and the following one Article shall be added to the same Article:
Article 92-(2). Any witness or expert who has sworn pursuant to the provisions of Article 53-(2) and who gives false testimony or false expert testimony shall be punished by a penal servitude for not less than three (3) months and not more than ten (10) Years.
In case an offender of such crime as provided for in the preceding paragraph confesses his crime prior to the termination of proceedings of hearing and prior to the discovery of such crime the punishment for said crime may be lightened or it may be exempted.
In Article 93, "five thousand (5,000) yen" shall be amended as "fifty thousand (50,000) yen" .
In Article 94, "one thousand (1,000) yen" shall be amended as "ten thousand (10,000) yen" .
The following one Article shall be added to Article 94:
Article 94-(2). Any person or party coming under any one (1) of the following items shall be punished with a fine not more than five thousand (5,000) yen:
(1) One who, in violation of measures taken by the Fair Trade Commission in accordance with the provisions of Article 40, fails to appear, fails to submit reports, information or data, or has submitted false reports, information or data;
(2) One who, in violation of measures taken against the parties concerned with the case and witnesses in accordance with the provisions of item 1 of paragraph 1 or paragraph 2 of Article 46, fails to appear, fails to give testimony, has given false testimony, or fails to submit reports or has submitted false reports;
(3) One who, in violation of measures taken against an expert in accordance with the provisions of item 2 of paragraph 1 or paragraph 2 of Article 46, fails to appear, fails to give expert testimony or has given false expert testimony;
(4) One who, in violation of measures taken against a holder of a thing in accordance with the provisions of item 3 of paragraph 1 or of paragraph 2 of Article 46, fair to submit such thing.
In Article 95, paragraph 1 "item I to item 4 inclusive as well as item 6 to item 8 inclusive of Article 91" shall be amended as "item 1 to item 3 inclusive as well as item 5 or item 6 of Article 91 and Article 91-(2)" . The following two (2) paragraphs shall be added to the same Article as paragraph 2 and paragraph 3 respectively:
In case the representative, administrator, agent or any other employee of non-juridical organization has, with regard to the business or activities or property of said organization, committed a violation as provided for by Article 89, Article 90, item 1 or item 5 of Article 91 or item 1 or item 3 of Article 91-(2), not only shall the offender be punished but said nonjuridical organization shall also be punished with such fines as provided for by the respective Articles.
In such cases as provided for in the preceding paragraph, the representative or administrator shall represent the organization in the case concerned and, furthermore, the provisions of the Criminal Litigation Law or legal proceedings in case where a juridical person is the defendant or suspect shall apply mutatis mutandis.
In Article 96, paragraph 1 "Article 89 and Article 90" shall be amended as "Article 89 to Article 91 inclusive" .
In Article 97, "paragraph 3 of Article 48 or Article 54" shall be amended as "paragraph 3 of Article 48, Article 53-(3), of Article 54" .
Article 99 shall be amended as follow:
The following two (2) paragraphs shall be added to Article 103 as paragraph 2 and paragraph 3 respectively:
The provisions of paragraph 2 of Article 11 shall not apply to such cases where a company whose business is financial acquires or owns stocks of another domestic company whose business is other than financial in accordance with the provisions of the final reorganization plan as provided for by the Enterprise Reconstruction and Reorganization Law.
The provisions of paragraph 5 of Article 11 shall apply mutatis mutandis to such cases as provided for in the preceding paragraph.
The following one Article shall be added next Article 110:
Article 110-(2). Any person or party who, in violation of the provisions of paragraph 5 of Article 11 as applied mutatis mutandis in paragraph 3 of Article 103, owns stocks shall be punished with a penal servitude for not more than one (1) year or a criminal fine for not more than twenty thousand (200,000) yen.
In Article 112, "item 2 of the preceding Article" and "said Article" shall be amended respectively as "Article 110-(2) or item 2 of the preceding Article" and "Said Articles" .