Procedures for information, the review period and confirmation of shareholder intent regarding large-scale purchases
First written in FY2016-Q3. 5 of 8 entries say "Restated". Latest entry: FY2020.
The whole theme swung hardest in 2023: 1 of 6 companies on the "Worse" side.
34 other companies' latest entry also says "Dropped".
- FY2020DroppedAnnual report
「As the rules approached their expiration date, we carefully considered whether to continue them in light of recent developments concerning takeover defenses, the broader adoption of the Corporate Governance Code and other changes in the operating environment. As a result, we determined that the need for the rules had relatively declined and resolved not to continue them.」
The takeover defenses continued in 2017 were not continued following the expiration of their validity upon the conclusion of the annual general meeting of shareholders on 27 October 2020. After their abolition, the Company stated that it would request information under applicable laws and regulations and disclose the Board of Directors' opinion, among other measures. - FY2018RestatedAnnual report
「Specifically, we established these rules to create fair and highly transparent procedures for determining how to respond if, without the prior consent of our Board of Directors, a large-scale acquisition or proposal for such an acquisition is made with the objective of acquiring 20% or more of the shares or other securities issued by the Company in order to acquire control of the Company's management, change its control or control or exercise influence over decisions on its financial and business activities.」
We continue to maintain takeover defense measures covering acquisitions involving 20% or more of voting rights, including the provision of necessary information, a 60- or 90-day review period, an Independent Committee and confirmation of shareholder intentions. - FY2017AdvancedAnnual report
「At a Board of Directors meeting held on 13 September 2017, the Company resolved to revise and continue the “Rules Concerning Large-Scale Acquisitions of Shares or Other Securities Issued by the Company (Takeover Defense Measures).” The rules were submitted to the 4th annual general meeting of shareholders held on 27 October 2017 and were approved and adopted.」
The Board of Directors resolved to revise and continue the rules on large-scale acquisitions, and the annual general meeting of shareholders approved and adopted them. For acquisitions of 20% or more, the procedures continue to provide for information provision, a 60- or 90-day review period, an Independent Committee and confirmation of shareholder intentions. - FY2017-Q3RestatedAnnual report
「If our Board of Directors determines that the information and materials are necessary and sufficient for our shareholders to make a decision and for the Board to formulate its opinion, the Board will announce this determination and, during the review period beginning on the date of that announcement, examine whether the large-scale acquisition or related proposal qualifies as a non-abusive acquisition proposal under ② and as an appropriate acquisition proposal under ③. The review period will be 60 days or less if the acquisition is a tender offer for all of our shares or other securities, with cash only as consideration and the full amount payable in yen, and 90 days or less in all other cases.」
We continue to maintain procedures for information provision, review within 60 or 90 days, consultation with the Independent Committee and confirmation of shareholder intentions in response to large-scale acquisitions involving 20% or more of voting rights. - FY2017-Q2RestatedAnnual report
「If our Board of Directors determines that the information and materials are necessary and sufficient for our shareholders to make a decision and for the Board to formulate its opinion, the Board will announce this determination and, during the review period beginning on the date of that announcement, examine whether the large-scale acquisition or related proposal qualifies as a non-abusive acquisition proposal under ② and as an appropriate acquisition proposal under ③. The review period will be 60 days or less if the acquisition is a tender offer for all of our shares or other securities, with cash only as consideration and the full amount payable in yen, and 90 days or less in all other cases.」
We continue to maintain procedures for information provision, review within 60 or 90 days, consultation with the Independent Committee and confirmation of shareholder intentions in response to large-scale acquisitions involving 20% or more of voting rights. - FY2017-Q1RestatedAnnual report
「If our Board of Directors determines that the information and materials are necessary and sufficient for our shareholders to make a decision and for the Board to formulate its opinion, the Board will announce this determination and, during the review period beginning on the date of that announcement, examine whether the large-scale acquisition or related proposal qualifies as a non-abusive acquisition proposal under ② and as an appropriate acquisition proposal under ③. The review period will be 60 days or less if the acquisition is a tender offer for all of our shares or other securities, with cash only as consideration and the full amount payable in yen, and 90 days or less in all other cases.」
We continue to maintain procedures for information provision, review within 60 or 90 days, consultation with the Independent Committee and confirmation of shareholder intentions in response to large-scale acquisitions involving 20% or more. - FY2016RestatedAnnual report
「These rules are intended to establish fair and highly transparent procedures for determining how to respond if, without agreement with the Company, a large-scale acquisition or proposal for such an acquisition is made with the objective of acquiring 20% or more of the shares or other securities issued by the Company based on voting rights, in order to acquire control of the Company's management, change its control or control or exercise influence over decisions on its financial and business policies.」
We continue to maintain procedures for information provision, review periods, the Independent Committee and confirmation of shareholder intentions in cases involving 20% or more of voting rights. - FY2016-Q3First statedAnnual report
「If a large-scale acquisition or proposal for such an acquisition is made with the objective of acquiring 20% or more of our shares or other securities based on voting rights, our objective is to establish fair and highly transparent procedures for determining how to respond to that acquisition or proposal.」
For large-scale acquisitions involving 20% or more, the rules provide for the submission of necessary information, a review period of up to 60 or 90 days, consultation with the Independent Committee, confirmation of shareholder intentions and the gratis allotment of stock acquisition rights. They state that the rules will be abolished upon the conclusion of the annual general meeting of shareholders for a fiscal year ending within 3 years or at another specified time.