Takeover Defense Measures Using Large-Scale Purchase Rules and an Independent Committee
First written in FY2017-Q1. 10 of 13 entries say "Restated". Latest entry: FY2020.
40 other companies' latest entry also says "Dropped".
- FY2020DroppedAnnual reportNo disclosures concerning the previous 20% voting-rights threshold, Independent Committee, or specific Large-Scale Purchase Rules could be identified.
- FY2020-Q3RestatedAnnual report
「With respect to any person seeking to conduct a Large-Scale Purchase of the Company’s shares, the Company will take appropriate measures to the extent permitted by the Financial Instruments and Exchange Act, the Companies Act, and other applicable laws and regulations, including requesting the provision of sufficient information for shareholders to make an appropriate decision on the merits of the proposed purchase, disclosing the opinions of the Company’s Board of Directors, and endeavoring to secure sufficient time and information for shareholders’ consideration.」
The previous 20% voting-rights threshold, Independent Committee, and specific Large-Scale Purchase Rules are not disclosed. The policy of taking appropriate measures within the scope permitted by law while securing information and time continues. - FY2020-Q2RestatedAnnual report
「With respect to any person seeking to conduct a Large-Scale Purchase of the Company’s shares, the Company will take appropriate measures to the extent permitted by the Financial Instruments and Exchange Act, the Companies Act, and other applicable laws and regulations, including requesting the provision of sufficient information for shareholders to make an appropriate decision on the merits of the proposed purchase, disclosing the opinions of the Company’s Board of Directors, and endeavoring to secure sufficient time and information for shareholders’ consideration.」
The previous 20% voting-rights threshold, Independent Committee, and specific Large-Scale Purchase Rules are not disclosed. A general policy of securing information and time and taking appropriate measures within the scope permitted by law continues. - FY2020-Q1DroppedAnnual report
「With respect to any person seeking to conduct a Large-Scale Purchase of the Company’s shares, the Company will take appropriate measures to the extent permitted by the Financial Instruments and Exchange Act, the Companies Act, and other applicable laws and regulations, including requesting the provision of sufficient information for shareholders to make an appropriate decision on the merits of the proposed purchase, disclosing the opinions of the Company’s Board of Directors, and endeavoring to secure sufficient time and information for shareholders’ consideration.」
The previous disclosures on the 20% voting-rights threshold, the Independent Committee, and the specific Large-Scale Purchase Rules and effective period are no longer present, having been replaced by a general statement that appropriate measures will be taken within the scope permitted by law. - FY2019-Q3RestatedAnnual report
「When a Large-Scale Purchase is proposed, the Plan establishes procedures, referred to below as the “Large-Scale Purchase Rules,” to ensure that shareholders have sufficient information and time to make an appropriate decision on whether to accept the purchase. Under the Plan, the Board of Directors requests that the Large-Scale Purchaser provide information on the proposed purchase in advance, evaluates and considers the proposal, negotiates with the Large-Scale Purchaser on purchase terms and other matters, and presents alternative proposals to shareholders. In principle, the Board will also implement countermeasures against the Large-Scale Purchase in accordance with the recommendations of an Independent Committee composed of outside directors, outside corporate auditors, and outside experts selected for their high degree of independence from the Board of Directors.」
It continues the takeover defense measures based on a voting-rights ratio of 20% or more, the framework for requesting information, negotiating, and implementing countermeasures based on the Independent Committee’s recommendation, and the effective period through June 2019. - FY2019-Q2RestatedAnnual report
「At a meeting of the Board of Directors held on 31 January 2008, the Company resolved to introduce countermeasures, or takeover defense measures, against purchases of the Company’s shares or other securities that would result in a voting-rights ratio of 20% or more, for the purpose of securing and enhancing the Company’s corporate value and the common interests of shareholders. Shareholders approved partial amendments to and the continuation of these measures at the Company’s 63rd Annual General Meeting held on 27 June 2008, 65th Annual General Meeting held on 29 June 2010, 68th Annual General Meeting held on 27 June 2013, and 71st Annual General Meeting held on 29 June 2016. The current takeover defense measures are referred to below as “the Plan.”」
It reiterates the takeover defense measures based on a voting-rights ratio of 20% or more, the process by which partial amendments to and continuation of the measures were approved by a general meeting of shareholders, and the effective period through the conclusion of the 74th Annual General Meeting scheduled for June 2019. - FY2019-Q1RestatedAnnual report
「At a meeting of the Board of Directors held on 31 January 2008, the Company resolved to introduce countermeasures, or takeover defense measures, against purchases of the Company’s shares or other securities that would result in a voting-rights ratio of 20% or more, for the purpose of securing and enhancing the Company’s corporate value and the common interests of shareholders. Shareholders approved partial amendments to and the continuation of these measures at the Company’s 63rd Annual General Meeting held on 27 June 2008, 65th Annual General Meeting held on 29 June 2010, 68th Annual General Meeting held on 27 June 2013, and 71st Annual General Meeting held on 29 June 2016.」
It reiterates the takeover defense measures based on a voting-rights ratio of 20% or more and the process by which partial amendments to and continuation of the measures were approved by general meetings of shareholders. - FY2018-Q2RestatedAnnual report
「At a meeting of the Board of Directors held on 31 January 2008, the Company resolved to introduce countermeasures against purchases of the Company’s shares or other securities that would result in a voting-rights ratio of 20% or more, for the purpose of securing and enhancing the Company’s corporate value and the common interests of shareholders. Such purchases are referred to below as “Large-Scale Purchases,” and persons conducting them as “Large-Scale Purchasers.” The introduction of these countermeasures, or takeover defense measures, was approved by shareholders at the Company’s 63rd Annual General Meeting held on 27 June 2008, 65th Annual General Meeting held on 29 June 2010, 68th Annual General Meeting held on 27 June 2013, and 71st Annual General Meeting held on 29 June 2016, including approval for their continuation. The current takeover defense measures are referred to below as “the Plan.” The Plan remains effective until the conclusion of the Annual General Meeting of Shareholders for the last fiscal year ending within 3 years after the conclusion of the 71st Annual General Meeting, namely the 74th Annual General Meeting scheduled for June 2019.」
It reiterates the takeover defense measures based on a voting-rights ratio of 20% or more, their continuation approved by a general meeting of shareholders, and the effective period through June 2019. - FY2018-Q1RestatedAnnual report
「When a Large-Scale Purchase is proposed, the Plan establishes procedures, referred to below as the “Large-Scale Purchase Rules,” to ensure that shareholders have sufficient information and time to make an appropriate decision on whether to accept the purchase. Under the Plan, the Board of Directors requests that the Large-Scale Purchaser provide information on the proposed purchase in advance, evaluates and considers the proposal, negotiates with the Large-Scale Purchaser on purchase terms and other matters, and presents alternative proposals to shareholders. In principle, the Board will also implement countermeasures against the Large-Scale Purchase in accordance with the recommendations of an Independent Committee composed of outside directors, outside corporate auditors, and outside experts selected for their high degree of independence from the Board of Directors.」
It reiterates the Large-Scale Purchase Rules based on a voting-rights ratio of 20% or more, the framework for requesting information, negotiating, and implementing countermeasures based on the Independent Committee’s recommendation, and the effective period through June 2019. - FY2017RestatedAnnual report
「The Plan remains effective until the conclusion of the Annual General Meeting of Shareholders for the last fiscal year ending within 3 years after the conclusion of the 71st Annual General Meeting, namely the 74th Annual General Meeting scheduled for June 2019.」
It reiterates the Large-Scale Purchase rules based on a voting-rights ratio of 20% or more, the Independent Committee’s recommendations, and the framework for countermeasures, and sets the effective period through the conclusion of the Annual General Meeting of Shareholders scheduled for June 2019. - FY2017-Q3RestatedAnnual report
「At a meeting of the Board of Directors held on 31 January 2008, the Company resolved to introduce countermeasures against purchases of the Company’s shares or other securities that would result in a voting-rights ratio of 20% or more, for the purpose of securing and enhancing the Company’s corporate value and the common interests of shareholders. Such purchases are referred to below as “Large-Scale Purchases,” and persons conducting them as “Large-Scale Purchasers.” The introduction of these countermeasures, or takeover defense measures, was approved by shareholders at the Company’s 63rd Annual General Meeting of Shareholders held on 27 June 2008, 65th Annual General Meeting held on 29 June 2010, 68th Annual General Meeting held on 27 June 2013, and 71st Annual General Meeting held on 29 June 2016, including approval for their continuation. The current takeover defense measures are referred to below as “the Plan.”」
It reiterates the takeover defense measures based on a voting-rights ratio of 20% or more and the process by which their continuation was approved at past general meetings of shareholders. - FY2017-Q2RestatedAnnual report
「At a meeting of the Board of Directors held on 31 January 2008, the Company resolved to introduce countermeasures against purchases of the Company’s shares or other securities that would result in a voting-rights ratio of 20% or more, for the purpose of securing and enhancing the Company’s corporate value and the common interests of shareholders. Such purchases are referred to below as “Large-Scale Purchases,” and persons conducting them as “Large-Scale Purchasers.” The introduction of these countermeasures, or takeover defense measures, was approved by shareholders at the Company’s 63rd Annual General Meeting of Shareholders held on 27 June 2008, 65th Annual General Meeting held on 29 June 2010, 68th Annual General Meeting held on 27 June 2013, and 71st Annual General Meeting held on 29 June 2016, including approval for their continuation. The current takeover defense measures are referred to below as “the Plan.”」
It reiterates the takeover defense measures based on a voting-rights ratio of 20% or more and the process by which they were approved at general meetings of shareholders. - FY2017-Q1First statedAnnual report
「At a meeting of the Board of Directors held on 31 January 2008, the Company resolved to introduce countermeasures against purchases of the Company’s shares or other securities that would result in a voting-rights ratio of 20% or more, for the purpose of securing and enhancing the Company’s corporate value and the common interests of shareholders. Such purchases are referred to below as “Large-Scale Purchases,” and persons conducting them as “Large-Scale Purchasers.” The introduction of these countermeasures, or takeover defense measures, was approved by shareholders at the Company’s 63rd Annual General Meeting of Shareholders held on 27 June 2008, 65th Annual General Meeting held on 29 June 2010, 68th Annual General Meeting held on 27 June 2013, and 71st Annual General Meeting held on 29 June 2016, including approval for their continuation. The current takeover defense measures are referred to below as “the Plan.”」
The Company continues to maintain takeover defense measures against Large-Scale Purchases based on a voting-rights ratio of 20% or more.