Continuation of the Appropriate Rules for Large-Scale Purchases of Shares
First written in FY2017-Q1. 11 of 15 entries say "Restated". Latest entry: FY2020.
The whole theme swung hardest in 2023: 1 of 6 companies on the "Worse" side.
35 other companies' latest entry also says "Dropped".
- FY2020DroppedAnnual report
「The company resolved not to continue the Fair Rules and to abolish them upon expiration of their effective period.」
At a meeting of the Board of Directors held on 10 March 2020, the company resolved not to continue the Fair Rules for Large-Scale Share Purchases and to abolish them upon expiration of their effective period. After abolition, the company stated that it would respond by requesting information under applicable laws and regulations and disclosing the Board of Directors' opinion, among other measures. - FY2020-Q3RestatedAnnual report
「The Fair Rules are intended to enable shareholders to make an informed judgment on an acquisition proposal by securing the information and a reasonable period necessary for the Board of Directors to consider the proposal, including alternatives. If there is a party seeking to acquire 20% or more of the company's share certificates or other securities, and the acquisition proposal satisfies the requirements set out in the Fair Rules, namely the provision of necessary information and a review period, the rules establish a framework under which the shareholders at that time directly decide whether to issue share acquisition rights as a countermeasure, including a gratis allotment.」
The company continues to report the shareholder-approval-type Fair Rules, the 20% or higher acquisition threshold, and the framework under which shareholders decide whether to take countermeasures. - FY2020-Q2RestatedAnnual report
「The Fair Rules are intended to enable shareholders to make an informed judgment on an acquisition proposal by securing the information and a reasonable period necessary for the Board of Directors to consider the proposal, including alternatives. If there is a party seeking to acquire 20% or more of the company's share certificates or other securities, and the acquisition proposal satisfies the requirements set out in the Fair Rules, namely the provision of necessary information and a review period, the rules establish a framework under which the shareholders at that time directly decide whether to issue share acquisition rights as a countermeasure, including a gratis allotment.」
The company continues to report the shareholder-approval-type Fair Rules, the 20% or higher acquisition threshold, the framework under which shareholders decide whether to take countermeasures, and the Independent Committee. - FY2020-Q1RestatedAnnual report
「The Fair Rules are intended to enable shareholders to make an informed judgment on an acquisition proposal by securing the information and a reasonable period necessary for the Board of Directors to consider the proposal, including alternatives. If there is a party seeking to acquire 20% or more of the company's share certificates or other securities, and the acquisition proposal satisfies the requirements set out in the Fair Rules, namely the provision of necessary information and a review period, the rules establish a framework under which the shareholders at that time directly decide whether to issue share acquisition rights as a countermeasure, including a gratis allotment.」
The company continues to report the shareholder-approval-type Fair Rules, the 20% or higher acquisition threshold, and the framework under which shareholders decide whether to take countermeasures. - FY2019RestatedAnnual report
「The Fair Rules are intended to enable shareholders to make an informed judgment on an acquisition proposal by securing the information and a reasonable period necessary for the Board of Directors to consider the proposal, including alternatives. If there is a party seeking to acquire 20% or more of the company's share certificates or other securities, and the acquisition proposal satisfies the requirements set out in the Fair Rules, namely the provision of necessary information and a review period, the rules establish a framework under which the shareholders at that time directly decide whether to issue share acquisition rights as a countermeasure, including a gratis allotment.」
The company continues to report the shareholder-approval-type Fair Rules, the 20% or higher acquisition threshold, the framework under which shareholders decide whether to take countermeasures, and the Independent Committee. - FY2019-Q3RestatedAnnual report
「The Fair Rules are intended to enable shareholders to make an informed judgment on an acquisition proposal by securing the information and a reasonable period necessary for the Board of Directors to consider the proposal, including alternatives. If there is a party seeking to acquire 20% or more of the company's share certificates or other securities, and the acquisition proposal satisfies the requirements set out in the Fair Rules, namely the provision of necessary information and a review period, the rules establish a framework under which the shareholders at that time directly decide whether to issue share acquisition rights as a countermeasure, including a gratis allotment.」
The company continues to report the shareholder-approval-type Fair Rules, the 20% or higher acquisition threshold, and the framework under which shareholders decide whether to take countermeasures. - FY2019-Q2RestatedAnnual report
「The Fair Rules are intended to enable shareholders to make an informed judgment on an acquisition proposal by securing the information and a reasonable period necessary for the Board of Directors to consider the proposal, including alternatives. If there is a party seeking to acquire 20% or more of the company's share certificates or other securities, and the acquisition proposal satisfies the requirements set out in the Fair Rules, namely the provision of necessary information and a review period, the rules establish a framework under which the shareholders at that time directly decide whether to issue share acquisition rights as a countermeasure, including a gratis allotment.」
The company continues to report the shareholder-approval-type takeover defense measure, the 20% threshold for acquirers, and the framework under which shareholders decide whether to take countermeasures. - FY2019-Q1RestatedAnnual report
「The Fair Rules are intended to enable shareholders to make an informed judgment on an acquisition proposal by securing the information and a reasonable period necessary for the Board of Directors to consider the proposal, including alternatives. If there is a party seeking to acquire 20% or more of the company's share certificates or other securities, and the acquisition proposal satisfies the requirements set out in the Fair Rules, namely the provision of necessary information and a review period, the rules establish a framework under which the shareholders at that time directly decide whether to issue share acquisition rights as a countermeasure, including a gratis allotment.」
The company continues to report the shareholder-approval-type takeover defense measure, the 20% or higher acquisition threshold, and the framework under which shareholders decide whether to take countermeasures. - FY2018-Q3RestatedAnnual report
「The Fair Rules are intended to enable shareholders to make an informed judgment on an acquisition proposal by securing the information and a reasonable period necessary for the Board of Directors to consider the proposal, including alternatives. If there is a party seeking to acquire 20% or more of the company's share certificates or other securities, and the acquisition proposal satisfies the requirements set out in the Fair Rules, namely the provision of necessary information and a review period, the rules establish a framework under which the shareholders at that time directly decide whether to issue share acquisition rights as a countermeasure, including a gratis allotment.」
The company continues to report the shareholder-approval-type takeover defense measure, the 20% threshold for acquirers, and the framework under which shareholders decide whether to take countermeasures. - FY2018-Q2RestatedAnnual report
「The Fair Rules are intended to enable shareholders to make an informed judgment on an acquisition proposal by securing the information and a reasonable period necessary for the Board of Directors to consider the proposal, including alternatives. If there is a party seeking to acquire 20% or more of the company's share certificates or other securities, and the acquisition proposal satisfies the requirements set out in the Fair Rules, namely the provision of necessary information and a review period, the rules establish a framework under which the shareholders at that time directly decide whether to issue share acquisition rights as a countermeasure, including a gratis allotment.」
The company continues to report the shareholder-approval-type takeover defense measure, the 20% threshold for acquirers, and the framework under which shareholders decide whether to take countermeasures. - FY2018-Q1RestatedAnnual report
「The Fair Rules will remain effective until the conclusion of the Annual General Meeting of Shareholders relating to the last fiscal year ending within 3 years from 28 June 2017. The company may renew the effective period of the Fair Rules for 3 years, subject to receiving the approval of a majority of the voting rights of shareholders attending the meeting, and may do the same thereafter.」
The company describes the effective period and renewal conditions, following shareholder approval, for the Fair Rules, including the shareholder-approval-type takeover defense measure, the 20% or higher acquisition threshold, and the Independent Committee. - FY2017AdvancedAnnual report
「The company decided to change the framework so that shareholders would confirm their intentions regarding the introduction, renewal, and other matters concerning the Fair Rules, and obtained shareholder approval at the 106th Annual General Meeting of Shareholders held on 28 June 2017.」
The company obtained approval at the Annual General Meeting of Shareholders for the policy of updating the Fair Rules, including the change to a shareholder-approval-type framework, the 20% threshold for acquirers, and the Independent Committee. - FY2017-Q3RestatedAnnual report
「After confirming the need for the Fair Rules, the company decided to change the framework so that shareholders would confirm their intentions regarding the introduction, renewal, and other matters concerning the Fair Rules, in order to further enhance their credibility and legal certainty. It also decided to change the definition of an “acquirer” to a party holding 20% or more of the company's share certificates or other securities based on voting rights, and to establish an “Independent Committee.”」
The company continues to report its policy of updating the rules, including shareholder approval, the change to a 20% threshold for the definition of an acquirer, and the establishment of an Independent Committee. - FY2017-Q2AdvancedAnnual report
「After confirming the need for the Fair Rules, the company decided to change the framework so that shareholders would confirm their intentions regarding the introduction, renewal, and other matters concerning the Fair Rules, in order to further enhance their credibility and legal certainty. It also decided to change the definition of an “acquirer” to a party holding 20% or more of the company's share certificates or other securities based on voting rights, and to establish an “Independent Committee.”」
The company decided to continue the current rules for approximately 7 months, through the annual general meeting of shareholders in June 2017, and to introduce shareholder approval, change the definition of an acquirer from 15% to 20%, and establish an Independent Committee. - FY2017-Q1First statedAnnual report
「At a meeting of the Board of Directors held on 15 November 2007, the company resolved to introduce the “Fair Rules for Large-Scale Share Purchases (shareholder-approval-type takeover defense measure),” which clearly and specifically set out the procedures to be followed by a party seeking to make an acquisition before undertaking a specific purchase. Following the expiration of the rules, the company determined that they should be continued after considering the environment surrounding the company and its group.」
The company continues to maintain a framework that secures the information and review period necessary for large-scale share purchases and allows shareholders to decide whether countermeasures should be taken. The document explains the introduction of the rules in 2007 and the resolution to continue them in 2013.