Continuing Measures to Address Large-Scale Purchases of Shares
First written in FY2016. 10 of 17 entries say "Restated". Latest entry: FY2026.
The whole theme swung hardest in 2023: 1 of 6 companies on the "Worse" side.
0 other companies' latest entry also says "Advanced".
- FY2026AdvancedAnnual report
「The company will take appropriate measures to the extent permitted under the Financial Instruments and Exchange Act, the Companies Act and other applicable laws and regulations, including requesting parties seeking to conduct a large-scale purchase of the company’s shares to provide the necessary and sufficient information for shareholders to make an appropriate decision on the merits of the purchase, expressing and disclosing the opinions of the company’s Board of Directors, and securing sufficient time and information for shareholders to consider the matter. In expressing and disclosing the opinions of the Board of Directors, the company will establish a special committee composed of independent outside directors to ensure objectivity and transparency in the content of those opinions, consult the committee on the Board of Directors’ opinions, and have the Board of Directors give the utmost respect to the committee’s recommendations.」
While continuing to maintain the abolition of the takeover defense measures themselves, the company has expressly identified consultation with a special committee composed of independent outside directors, in addition to securing purchase-related information, the Board of Directors’ opinion and time for consideration, as a response measure. - FY2023ReframedAnnual report
「Even after abolishing its takeover defense measures, the company will take appropriate measures to the extent permitted under the Financial Instruments and Exchange Act, the Companies Act and other applicable laws and regulations. These measures include requesting parties seeking to conduct a large-scale purchase of the company’s shares to provide the necessary and sufficient information for shareholders to make an appropriate decision on the merits of the purchase, disclosing the opinions of the company’s Board of Directors and securing sufficient time and information for shareholders to consider the matter.」
The company continues to maintain the abolition of the takeover defense measures themselves in June 2022, while organizing its post-abolition response around securing purchase-related information, the Board of Directors’ opinion and time for shareholders to consider the matter, and taking measures within the scope permitted by law. - FY2022DroppedAnnual report
「Pursuant to a resolution of the company’s Board of Directors adopted on 12 May 2022, the company discontinued and abolished this plan upon the conclusion of the 63rd Ordinary General Meeting of Shareholders.」
The Board of Directors resolved not to continue the takeover defense measures revised in 2019 and abolished them upon the conclusion of the Ordinary General Meeting of Shareholders held on 17 June 2022. - FY2020RestatedAnnual report
「This plan establishes the procedures necessary to achieve the above objectives, including requiring any party seeking to acquire 20% or more of the company’s shares or other equity securities to provide information in advance.」
Regarding the revised takeover defense measures approved at the June 2019 General Meeting of Shareholders, the company maintains procedures including the provision of information in advance for acquisitions of 20% or more. - FY2020-Q3RestatedAnnual report
「This plan sets out the procedures necessary to achieve the above objectives, including requiring a party seeking to acquire 20% or more of our share certificates or other securities to provide information in advance.」
Regarding the revised takeover defense measures approved at the June 2019 General Meeting of Shareholders, the company continues to apply procedures including the provision of information in advance for acquisitions of 20% or more. - FY2020-Q2RestatedAnnual report
「This plan sets out the procedures necessary to achieve the above objectives, including requiring a party seeking to acquire 20% or more of our share certificates or other securities to provide information in advance.」
Regarding the revised takeover defense measures approved at the June 2019 General Meeting of Shareholders, the company has restated the procedures, including the provision of information in advance for acquisitions of 20% or more, a special committee and a General Meeting of Shareholders. - FY2020-Q1ReframedAnnual report
「In light of developments in the debate surrounding takeover defense measures, the company revised and introduced measures for responding to a large-scale purchase of its shares (the revised measures, the "Plan") to reflect shareholders' views more directly. At the 60th annual general meeting of shareholders held on 21 June 2019 (the "Meeting"), a proposal was submitted and approved to delegate authority to the Board of Directors to decide matters concerning the gratis allotment of stock acquisition rights in accordance with the conditions set out in the Plan.」
The previous ongoing plan was revised and transitioned to the new plan approved at the General Meeting of Shareholders. The plan covers acquisitions of 20% or more and introduces a mechanism under which, upon activation, the acquirer’s voting rights may be diluted to no more than one-third. The effective period was set to run until the conclusion of the Ordinary General Meeting of Shareholders relating to the final fiscal year ending within 3 years after this meeting. - FY2019-Q2RestatedAnnual report
「The current Plan remains effective until the end of the Board of Directors meeting held after the conclusion of the June 2019 annual general meeting of shareholders. From fiscal 2019 onward, the Board of Directors comprising directors newly elected at each annual general meeting of shareholders, including directors who are Audit and Supervisory Committee members, will resolve whether to continue the Plan for the following year, disclose the resolution to shareholders, and report it at the annual general meeting of shareholders for the relevant fiscal year, scheduled to be held each June.」
The company reiterates the procedure of setting the expiration date of the measures for responding to a large-scale purchase as after the June 2019 annual general meeting of shareholders, followed by an annual resolution and disclosure on whether to continue them. - FY2018AdvancedAnnual report
「At the Board of Directors meeting held after the conclusion of the annual general meeting of shareholders held on 20 June 2018, the company resolved to continue the measures for responding to a large-scale purchase of the company's shares (the "Plan") in accordance with the following terms, in order to preserve the company's corporate value and the common interests of shareholders.」
The Board of Directors resolved on 20 June 2018 to continue the measures for responding to a large-scale purchase and extended their expiration date until the end of the Board of Directors meeting held after the June 2019 annual general meeting of shareholders. - FY2018-Q3RestatedAnnual report
「The current Plan remains effective until the end of the Board of Directors meeting held after the conclusion of the June 2018 annual general meeting of shareholders. From fiscal 2018 onward, the Board of Directors comprising directors newly elected at each annual general meeting of shareholders, including directors who are Audit and Supervisory Committee members, will resolve whether to continue the Plan for the following year, disclose the resolution to shareholders, and report it at the annual general meeting of shareholders for the relevant fiscal year, scheduled to be held each June.」
The company reiterates the expiration date of the measures for responding to a large-scale purchase and the procedures for the Board of Directors to decide and disclose annually whether to continue them. - FY2018-Q2RestatedAnnual report
「The current Plan remains effective until the end of the Board of Directors meeting held after the conclusion of the June 2018 annual general meeting of shareholders. From fiscal 2018 onward, the Board of Directors comprising directors newly elected at each annual general meeting of shareholders, including directors who are Audit and Supervisory Committee members, will resolve whether to continue the Plan for the following year, disclose the resolution to shareholders, and report it at the annual general meeting of shareholders for the relevant fiscal year, scheduled to be held each June.」
The company reiterates the procedure of setting the expiration date of the measures for responding to a large-scale purchase as the end of the Board of Directors meeting held after the June 2018 annual general meeting of shareholders, followed by an annual resolution and disclosure on whether to continue them. - FY2018-Q1RestatedAnnual report
「The current Plan remains effective until the end of the Board of Directors meeting held after the conclusion of the June 2018 annual general meeting of shareholders. From fiscal 2018 onward, the Board of Directors comprising directors newly elected at each annual general meeting of shareholders, including directors who are Audit and Supervisory Committee members, will resolve whether to continue the Plan for the following year, disclose the resolution to shareholders, and report it at the annual general meeting of shareholders for the relevant fiscal year, scheduled to be held each June.」
The company reiterates the expiration date of the measures for responding to a large-scale purchase and the procedures for the Board of Directors to decide and disclose annually whether to continue them. - FY2017AdvancedAnnual report
「At the Board of Directors meeting held after the conclusion of the annual general meeting of shareholders held on 21 June 2017, the company resolved to continue the measures for responding to a large-scale purchase of the company's shares (the "Plan") in accordance with the following terms, in order to preserve the company's corporate value and the common interests of shareholders.」
The Board of Directors resolved to continue the measures for responding to a large-scale purchase and set the expiration date as the end of the Board of Directors meeting held after the June 2018 annual general meeting of shareholders. - FY2017-Q3RestatedAnnual report
「For the purpose of preserving and enhancing the company's corporate value and the common interests of shareholders and preventing abusive acquisitions, when a purchase of the company's shares is proposed, the company establishes procedures that the purchaser or purchase proposer (collectively, the "Purchaser, etc.") must follow in advance, including the provision of specified information concerning the purchase to the Board of Directors. The company also ensures a period during which an independent committee can collect and consider information concerning the purchase and, if necessary, conducts negotiations with the Purchaser, etc. through the company's representative directors or others. The current plan remains effective until the end of the Board of Directors meeting held after the conclusion of the June 2017 annual general meeting of shareholders. From fiscal 2017 onward, the Board of Directors comprising directors newly elected at each annual general meeting of shareholders, including directors who are Audit and Supervisory Committee members, will resolve whether to continue the plan for the following year, disclose the resolution to shareholders, and report it at the annual general meeting of shareholders for the relevant fiscal year, scheduled to be held each June.」
The company continues its takeover defense measures consisting of prior information provision, ensuring a consideration period for the independent committee, negotiations with the purchaser and other procedures, and reiterates the procedure for deciding annually whether to continue the plan after June 2017. - FY2017-Q2RestatedAnnual report
「For the purpose of preserving and enhancing the company's corporate value and the common interests of shareholders and preventing abusive acquisitions, when a purchase of the company's shares is proposed, the company establishes procedures that the purchaser or purchase proposer (collectively, the "Purchaser, etc.") must follow in advance, including the provision of specified information concerning the purchase to the Board of Directors. The company also ensures a period during which an independent committee can collect and consider information concerning the purchase and, if necessary, conducts negotiations with the Purchaser, etc. through the company's representative directors or others. The current plan remains effective until the end of the Board of Directors meeting held after the conclusion of the June 2017 annual general meeting of shareholders. From fiscal 2017 onward, the Board of Directors comprising directors newly elected at each annual general meeting of shareholders, including directors who are Audit and Supervisory Committee members, will resolve whether to continue the plan for the following year, disclose the resolution to shareholders, and report it at the annual general meeting of shareholders for the relevant fiscal year, scheduled to be held each June.」
The company continues its takeover defense measures consisting of prior information provision, ensuring a consideration period for the independent committee, negotiations with the purchaser and other procedures, and reiterates the current plan's expiration date and the annual procedure for deciding whether to continue it. - FY2017-Q1RestatedAnnual report
「For the purpose of preserving and enhancing the company's corporate value and the common interests of shareholders and preventing abusive acquisitions, when a purchase of the company's shares is proposed, the company establishes procedures that the purchaser or purchase proposer (collectively, the "Purchaser, etc.") must follow in advance, including the provision of specified information concerning the purchase to the Board of Directors. The company also ensures a period during which an independent committee can collect and consider information concerning the purchase and, if necessary, conducts negotiations with the Purchaser, etc. through the company's representative directors or others.」
The company continues its takeover defense measures consisting of prior information provision, ensuring a consideration period, negotiations and other procedures. It states that the current plan remains effective until the end of the Board of Directors meeting held after the conclusion of the 2017 annual general meeting of shareholders. - FY2016First statedAnnual report
「For the purpose of preserving and enhancing the company's corporate value and the common interests of shareholders and preventing abusive acquisitions, when a purchase of the company's shares is proposed, the company establishes procedures that the purchaser or purchase proposer (collectively, the "Purchaser, etc.") must follow in advance, including the provision of specified information concerning the purchase to the Board of Directors. The company also ensures a period during which an independent committee can collect and consider information concerning the purchase and, if necessary, conducts negotiations with the Purchaser, etc. through the company's representative directors or others.」
The company continues its measures combining an independent committee, information-provision procedures, negotiations and stock acquisition rights with discriminatory exercise conditions. The plan remains effective until the end of the Board of Directors meeting held after the 2017 annual general meeting of shareholders.