Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions (Tentative translation)
Chapter I General Provisions (Article 1 and Article 2)
Chapter II Reorganization Proceedings for Cooperative Structured Financial Institutions
Section 1 General Provisions (Article 3 - Article 14)
Section 2 Petition for Commencement of Reorganization Proceedings and Associated Preservative Measures
Subsection 1 Petition for Commencement of Reorganization Proceedings (Article 15 - Article 18)
Subsection 2 Preservative Measures Associated with Petition for Commencement of Reorganization Proceedings
Division 1 Stay Order, etc. for Other Procedures and Proceedings related to Pre-commencement Cooperative Structured Financial Institution (Article 19)
Division 2 Temporary Restraining Order, etc. Concerning Business and Property of Pre-commencement Cooperative Structured Financial Institution (Article 20 and Article 21)
Division 3 Provisional Administration Order (Article 22 - Article 24)
Division 4 Supervision Order (Article 25 - Article 28)
Division 5 Examination Order, etc. Prior to the Commencement of Reorganization Proceedings (Article 29 - Article 30)
Section 3 Order of Commencement of Reorganization Proceedings and Associated Effects, etc.
Subsection 1 Order of Commencement of Reorganization Proceedings (Article 31)
Subsection 2 Effects Associated with Order of Commencement of Reorganization Proceedings (Article 32 - Article 43)
Subsection 3 Trustee
Division 1 Appointment and Supervision of Trustee (Article 44)
Division 2 Powers, etc. of Trustee (Article 45 - Article 54)
Division 3 Investigation on the Status of Property of Cooperative Structured Financial Institution in Need of Reorganization (Article 55 and Article 56)
Subsection 4 Right of Avoidance (Article 57 - Article 61)
Subsection 5 Pursuing the Liabilities of Officers, etc. of Cooperative Structured Financial Institution in Need of Reorganization (Article 62 and Article 63)
Subsection 6 Request, etc. for Extinguishment of Security Interest
Division 1 Request for Extinguishment of Security Interest (Article 64)
Division 2 Statutory Deposit of Pledge on Claim by Third Party Debtor (Article 65)
Subsection 7 Meeting of Persons Concerned (Article 66)
Subsection 8 Reorganization Creditors Committee and Reorganization Creditors' Representatives, etc. (Article 67 - Article 71)
Subsection 9 Examination Order (Article 72 and Article 73)
Section 4 Common Benefit Claims and Post Commencement Claims
Subsection 1 Common Benefit Claims (Article 74 - Article 78)
Subsection 2 Post Commencement Claims (Article 79)
Section 5 Reorganization Creditors and Secured Reorganization Creditors
Subsection 1 Participation of Reorganization Creditors and Secured Reorganization Creditors in Proceedings (Article 80)
Subsection 2 Filing of Proofs of Reorganization Claims and Secured Reorganization Claims (Article 81 - Article 85)
Subsection 3 Investigation and Determination of Reorganization Claims and Secured Reorganization Claims
Division 1 Investigation of Reorganization Claims and Secured Reorganization Claims (Article 86 and Article 87)
Division 2 Court Decision Proceedings for Determination of Reorganization Claims and Secured Reorganization Claims (Article 88)
Division 3 Special Provisions on Right to Claim Tax, etc. (Article 89)
Section 6 Partners, etc. (Article 90 and Article 91)
Section 7 Preparation and Confirmation of Reorganization Plan
Subsection 1 Clauses of Reorganization Plan (Article 92 - Article 107)
Subsection 2 Submission of Proposed Reorganization Plan (Article 108 - Article 112)
Subsection 3 Resolution on Reorganization Plan (Article 113 - Article 119)
Subsection 4 Order of Confirmation or Disconfirmation of Reorganization Plan (Article 120 - Article 123)
Section 8 Procedures After Confirmation of Reorganization Plan
Subsection 1 Effect of Order of Confirmation of the Reorganization Plan (Article 124 - Article 126)
Subsection 2 Execution of Reorganization Plan (Article 127 - Article 148-2)
Subsection 3 Modification of Reorganization Plan (Article 149)
Section 9 Close of Reorganization Proceedings
Subsection 1 Grounds for Close of Reorganization Proceedings (Article 150)
Subsection 2 Close of Reorganization Proceedings Before Confirmation of Reorganization Plan
Division 1 Order of Disconfirmation of the Reorganization Plan (Article 151)
Division 2 Discontinuance of Reorganization Proceedings Before Confirmation of Reorganization Plan (Article 152)
Subsection 3 Close of Reorganization Proceedings After Confirmation of Reorganization Plan
Division 1 Termination of Reorganization Proceedings (Article 153 and Article 154)
Division 2 Discontinuance of Reorganization Proceedings After Confirmation of Reorganization Plan (Article 155)
Section 10 Special Provisions Where Foreign Insolvency Proceedings Exist (Article 156 - Article 158)
Section 11 Transfer Between Reorganization Proceedings and Other Insolvency Proceedings, etc.
Subsection 1 Transfer from Bankruptcy Proceedings to Reorganization Proceedings (Article 158-2 and Article 158-3)
Subsection 2 Transfer from Rehabilitation Proceedings to Reorganization Proceedings (Article 158-4 and Article 158-5)
Subsection 3 Transfer from Reorganization Proceedings to Bankruptcy Proceedings (Article 158-6 - Article 158-12)
Subsection 4 Continuation of Rehabilitation Proceedings upon Close of Reorganization Proceedings (Article 158-13)
Section 12 Miscellaneous Provisions (Article 159—Article 167)
Chapter III Reorganization Proceedings for Mutual Companies
Section 1 General Provisions (Article 168 - Article 179)
Section 2 Petition for Commencement of Reorganization Proceedings and Associated Preservative Measures
Subsection 1 Petition for Commencement of Reorganization Proceedings (Article 180 - Article 183)
Subsection 2 Preservative Measures Associated with Petition for Commencement of Reorganization Proceedings
Division 1 Stay Order, etc. for Other Procedures and Proceedings related to Pre-commencement Company (Article 184)
Division 2 Temporary Restraining Order, etc. Concerning Business and Property of Pre-commencement Company (Article 185 and Article 186)
Division 3 Provisional Administration Order (Article 187 - Article 189)
Division 4 Supervision Order (Article 190 - Article 193)
Division 5 Examination Order, etc. Prior to the Commencement of Reorganization Proceedings (Article 194 - Article 195)
Section 3 Order of Commencement of Reorganization Proceedings and Associated Effects, etc.
Subsection 1 Order of Commencement of Reorganization Proceedings (Article 196)
Subsection 2 Effects Associated with Order of Commencement of Reorganization Proceedings (Article 197 - Article 209)
Subsection 3 Trustee
Division 1 Appointment and Supervision of Trustee (Article 210)
Division 2 Powers, etc. of Trustee (Article 211 - Article 220)
Division 3 Investigation on the Status of Property of Company under Reorganization (Article 221 and Article 222)
Subsection 4 Right of Avoidance (Article 223 - Article 227)
Subsection 5 Pursuing the Liabilities of Officers, etc. of Company under Reorganization (Article 228 and Article 229)
Subsection 6 Request, etc. for Extinguishment of Security Interest
Division 1 Request for Extinguishment of Security Interest (Article 230)
Division 2 Statutory Deposit of Pledge on Claim by Third Party Debtor (Article 231)
Subsection 7 Meeting of Persons Concerned (Article 232)
Subsection 8 Reorganization Creditors Committee and Reorganization Creditors' Representatives, etc. (Article 233 - Article 237)
Subsection 9 Examination Order (Article 238 and Article 239)
Section 4 Common Benefit Claims and Post Commencement Claims
Subsection 1 Common Benefit Claims (Article 240 - Article 245)
Subsection 2 Post Commencement Claims (Article 246)
Section 5 Reorganization Creditors and Secured Reorganization Creditors
Subsection 1 Participation of Reorganization Creditors and Secured Reorganization Creditors in Proceedings (Article 247)
Subsection 2 Filing of Proofs of Reorganization Claims and Secured Reorganization Claims (Article 248 - Article 252)
Subsection 3 Investigation and Determination of Reorganization Claims and Secured Reorganization Claims
Division 1 Investigation of Reorganization Claims and Secured Reorganization Claims (Article 253 and Article 254)
Division 2 Court Decision Proceedings for Determination of Reorganization Claims and Secured Reorganization Claims (Article 255)
Division 3 Special Provisions on Right to Claim Tax, etc. (Article 256)
Section 6 Members (Article 257 and Article 258)
Section 7 Preparation and Confirmation of Reorganization Plan
Subsection 1 Clauses of Reorganization Plan (Article 259 - Article 276)
Subsection 2 Submission of Proposed Reorganization Plan (Article 277 - Article 281)
Subsection 3 Resolution on Proposed Reorganization Plan (Article 282 - Article 289)
Subsection 4 Order of Confirmation or Disconfirmation of Reorganization Plan (Article 290 - Article 293)
Section 8 Procedures After Confirmation of Reorganization Plan
Subsection 1 Effect of Order of Confirmation of the Reorganization Plan (Article 294 - Article 296)
Subsection 2 Execution of Reorganization Plan (Article 297 - Article 321-2)
Subsection 3 Modification of Reorganization Plan (Article 322)
Section 9 Close of Reorganization Proceedings
Subsection 1 Grounds for Close of Reorganization Proceedings (Article 323)
Subsection 2 Close of Reorganization Proceedings Before Confirmation of Reorganization Plan
Division 1 Order of Disconfirmation of the Reorganization Plan (Article 324)
Division 2 Discontinuance of Reorganization Proceedings Before Confirmation of Reorganization Plan (Article 325)
Subsection 3 Close of Reorganization Proceedings After Confirmation of Reorganization Plan
Division 1 Termination of Reorganization Proceedings (Article 326 and Article 327)
Division 2 Discontinuance of Reorganization Proceedings After Confirmation of Reorganization Plan (Article 328)
Section 10 Special Provisions Where Foreign Insolvency Proceedings Exist (Article 329 - Article 331)
Section 11 Transfer Between Reorganization Proceedings and Other Insolvency Proceedings, etc.
Subsection 1 Transfer from Bankruptcy Proceedings to Reorganization Proceedings (Article 331-2 and Article 331-3)
Subsection 2 Transfer from Rehabilitation Proceedings to Reorganization Proceedings (Article 331-4 and Article 331-5)
Subsection 3 Transfer from Reorganization Proceedings to Bankruptcy Proceedings (Article 331-6 - Article 331-12)
Subsection 4 Continuation of Rehabilitation Proceedings upon Close of Reorganization Proceedings (Article 331-13)
Section 12 Miscellaneous Provisions (Article 332-Article 340)
Chapter IV Special Provisions on Reorganization Proceedings of Financial Institutions, etc.
Section 1 Special Provisions on Reorganization Proceedings of Banks
Subsection 1 General Provisions (Article 341-Article 342)
Subsection 2 Special Provisions on Reorganization Plan Clauses (Article 343-Article 348)
Subsection 3 Special Provisions on the Implementation of Reorganization Plan (Article 349-Article 354-3)
Subsection 4 Miscellaneous Provisions (Article 355-Article 356)
Section 1-2 Special Provisions on Reorganization Proceedings of Shoko Chukin Bank Limited (Article 356-2)
Section 2 Special Provisions on Reorganization Proceedings of Stock Companies Carrying on the Insurance Business
Subsection 1 General Provisions (Article 357-Article 358)
Subsection 2 Special Provisions on Reorganization Plan Clauses (Article 359-Article 365)
Subsection 3 Special Provisions on the Implementation of Reorganization Plan (Article 366-Article 373-2)
Subsection 4 Miscellaneous Provisions (Article 374-Article 375)
Section 3 Petition for Commencement of Reorganization Proceedings, etc. by the Supervisory Agency (Article 376-Article 383-2)
Section 4 Powers of the Deposit Insurance Corporation of Japan (Article 384-Article 402)
Section 5 Powers of Investor Protection Fund (Article 403-Article 420)
Section 6 Powers of Policyholders Protection Corporation, etc.
Subsection 1 Powers of Policyholders Protection Corporation (Article 421-Article 438)
Subsection 2 Treatment of Insurance Contracts in Reorganization Proceedings of an Insurance Company, etc. (Article 439-Article 445)
Chapter V Special Provisions on Rehabilitation Proceedings of Financial Institutions
Section 1 Petition for Commencement of Rehabilitation Proceedings, etc. by the Supervisory Agency (Article 446-Article 456)
Section 2 Powers of the Deposit Insurance Corporation of Japan (Article 457-Article 473)
Section 3 Powers of Investor Protection Fund (Article 474-Article 489)
Chapter VI Special Provisions on Bankruptcy Proceedings of Financial Institutions, etc.
Section 1 Petition for Commencement of Bankruptcy Proceedings, etc. by the Supervisory Agency (Article 490-Article 496)
Section 2 Powers of the Deposit Insurance Corporation of Japan (Article 497-Article 513)
Section 3 Powers of Investor Protection Fund (Article 514-Article 529)
Section 4 Powers of Policyholders Protection Corporation (Article 530-Article 547)
Chapter VII Miscellaneous Provisions (Article 548)
Chapter VIII Penal Provisions (Article 549-Article 560)
Chapter I General Provisions
(Purpose)
Article 1 The purpose of this Act is, inter alia, by providing for necessary matters relating to the Reorganization Proceedings for Cooperative Structured Financial Institutions and Mutual Companies to maintain and reorganize their respective businesses while coordinating the interests of interested persons, and providing for necessary matters relating to the petition for Reorganization Proceedings, rehabilitation proceedings and bankruptcy proceedings of Financial Institution, etc. filed by the Supervisory Agency and the performance of any act within the scope of such proceedings by the Deposit Insurance Corporation of Japan, etc. for and on behalf of depositors, etc., to ensure smooth progress in such proceedings, while ensuring the fulfillment of the rights of depositors, etc.
(Definitions)
Article 2 (1) The term "Banks" as used in this Act shall mean the following (excluding those which have a head office outside the jurisdiction where this Act is effective):
(i) Banks prescribed in Article 2, paragraph (1) of the Banking Act (Act No. 59 of 1981) (hereinafter referred to as "Ordinary Banks"); and
(ii) Long-Term Credit Banks prescribed in Article 2 of the Long Term Credit Bank Act (Act No. 187 of 1952).
(2) The term "Cooperative Structured Financial Institution" as used in this Act shall mean a credit cooperative, Shinkin Bank or labor bank.
(3) The term "Financial Institution" as used in this Act shall mean a Bank, Cooperative Structured Financial Institution or Shoko Chukin Bank Limited.
(4) The term "Financial Instruments Business Operator" as used in this Act (excluding item (i) of paragraph (9), Article 377, paragraph (1), Article 446, paragraph (1) and Article 490, paragraph (1)) shall mean a Financial Instruments Business Operator prescribed in Article 2, paragraph (9) of the Financial Instruments and Exchange Act (Act No. 25 of 1948) who has joined an Investor Protection Fund prescribed in Article 79-21 of said Act as a member thereof.
(5) The term "Insurance Company" as used in this Act shall mean an Insurance Company prescribed in Article 2, paragraph (2) of the Insurance Business Act (Act No. 105 of 1995) or a Foreign Insurance Company, etc. prescribed in paragraph (7) of said Article (hereinafter referred to as "Foreign Insurance Company, etc.") that has joined the Policyholders Protection Corporation prescribed in Article 259 of said Act as a member thereof.
(6) The term "Mutual Company" as used in this Act shall mean a Mutual Company prescribed in Article 2, paragraph (5) of the Insurance Business Act.
(7) The term "Deposits and Other Claims" as used in this Act shall mean claims pertaining to deposits, etc. prescribed in Article 2, paragraph (2) of the Deposit Insurance Act (Act No. 34 of 1971) (except those specified by Cabinet Order).
(8) The term "Customer Claims" as used in this Act shall mean claims which a General Customer (meaning a General Customer prescribed in Article 79-20, paragraph (1) of the Financial Instruments and Exchange Act) of a Financial Instruments Business Operator holds against said Financial Instruments Business Operator based on Subject Securities-Related Transactions (meaning the Subject Securities-Related Transactions prescribed in Article 43-2, paragraph (1) , item (ii) of said Act) or Subject Commodity Derivatives Transaction-Related Transactions (meaning the Subject Commodity Derivatives Transaction-Related Transactions prescribed in Article 43-2-2) of said Act) (except those specified by Cabinet Order).
(9) The term "Supervisory Agency" as used in this Act shall mean the following administrative agency:
(i) For Bank, Foreign Bank Branch (meaning theForeign Bank Branch prescribed in Article 47, paragraph (2) of the Banking Act; the same shall apply hereinafter), Bank Holding Company (meaning the Bank Holding Company prescribed in Article 2, paragraph (13) of said Act; the same shall apply hereinafter), Long-Term Credit Bank Holding Company (meaning the Long-Term Credit Bank Holding Company prescribed in Article 16-4, paragraph (1) of the Long-Term Credit Bank Act; the same shall apply hereinafter), Shinkin Bank, credit cooperative, a federation of Shinkin Banks, a Federation of Credit Cooperatives (meaning the federation of cooperatives engaged in the business set forth in Article 9-9, paragraph (1), item (i) of the Small and Medium-Sized Enterprise Cooperatives Act (Act No. 181 of 1949); the same shall apply hereinafter),Financial Instruments Business Operator (meaning the Financial Instruments Business Operator prescribed in Article 2, paragraph (9) of the Financial Instruments and Exchange Act), Designated Parent Company (meaning the Designated Parent Company prescribed in Article 57-12, paragraph (3) of said Act; the same shall apply hereinafter), Insurance Company, Insurance Holding Company (meaning the Insurance Holding Company prescribed in Article 2, paragraph (16) of the Insurance Business Act; the same shall apply hereinafter), and Small Amount and Short Term Insurance Provider (meaning the Small Amount and Short Term Insurance Provider prescribed in paragraph (18) of said Article; the same shall apply hereinafter), the Prime Minister;
(ii) For labor banks and a federation of labor banks, the Prime Minister and the Minister of Health, Labour and Welfare; and
(iii) For Shoko Chukin Bank Limited, the Prime Minister, the Minister of Finance and the Minister of Economy, Trade and Industry.
(10) The term "Partner, etc." as used in this Act shall mean a partner of a credit cooperative or a member of a Shinkin Bank or a labor bank.
(11) The term "Representative Board Member" as used in this Act shall mean a board member who represents a Cooperative Structured Financial Institution.
(12) The term "Counselor, etc." as used in this Act shall mean a counselor of a credit cooperative or a labor bank or a manager of a Shinkin Bank.
Chapter II Reorganization Proceedings for Cooperative Structured Financial Institutions
Section 1 General Provisions
(Reorganization Proceedings for Cooperative Structured Financial Institutions)
Article 3 The Reorganization Proceedings for Cooperative Structured Financial Institutions shall be governed by the provisions of this Chapter, in addition to what is provided for in Section 3 and Section 4 of Chapter IV.
(Definitions)
Article 4 (1) The term "Reorganization Proceedings" as used in this Chapter shall mean proceedings to formulate a Reorganization Plan for a Cooperative Structured Financial Institution pursuant to the provisions of this Chapter and Section 3 and Section 4 of Chapter IV, and execute the Reorganization Plan in cases where such Plan is formulated (including procedures to conduct proceedings and make judicial decisions as to whether or not to make an Order of Commencement of Reorganization Proceedings with respect to a petition for commencement of Reorganization Proceedings).
(2) The term "Reorganization Plan" as used in this Chapter shall mean a plan that specifies clauses for modifying some or all of the rights of Reorganization Creditors, etc. or Partners, etc. or any other clause prescribed in Article 92.
(3) The term "Reorganization Case" as used in this Chapter shall mean a case pertaining to Reorganization Proceedings.
(4) The term "Reorganization Court" as used in this Chapter shall mean the district court before which the Reorganization Case is pending.
(5) The term "the Court" as used in this Chapter (excluding Article 158-6 and Article 158-11, paragraph (1)) shall mean a judge or panel of judges in charge of the Reorganization Case.
(6) The term "Pre-commencement Cooperative Structured Financial Institution" as used in this Chapter shall mean a Cooperative Structured Financial Institution against which a Reorganization Case is pending before the Reorganization Court and an Order of Commencement of Reorganization Proceedings is yet to be made.
(7) The term "Cooperative Structured Financial Institution in Need of Reorganization" as used in this Chapter shall mean a Cooperative Structured Financial Institution against which a Reorganization Case is pending before the Reorganization Court and an Order of Commencement of Reorganization Proceedings has been made.
(8) The term "Reorganization Claims" as used in this Chapter shall mean rights to claim property arising against a Cooperative Structured Financial Institution in Need of Reorganization from a cause that has occurred prior to the commencement of Reorganization Proceedings or the following rights which do not fall under the category of Secured Reorganization Claims or common benefit claims:
(i) Right to claim interest after the commencement of Reorganization Proceedings;
(ii) Right to claim damages or penalty for a default arising after the commencement of Reorganization Proceedings;
(iii) Right to claim expenses for participation in Reorganization Proceedings;
(iv) Claims prescribed in Article 58, paragraph (1) of the Corporate Reorganization Act (Act No. 154 of 2002) as applied mutatis mutandis pursuant to Article 39 (including the cases where applied mutatis mutandis pursuant to paragraph (2) of said Article);
(v) Right to claim damages by the other party in cases where a bilateral contract is cancelled pursuant to the provision of Article 61, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 41, paragraph (1);
(vi) Right to claim damages under the provision of Article 58, paragraph (2) of the Bankruptcy Act (Act No. 75 of 2004) as applied mutatis mutandis pursuant to Article 41, paragraph (3);
(vii) Right to claim under the provision of Article 59, paragraph (1) of the Bankruptcy Act as applied mutatis mutandis pursuant to Article 41(3) (excluding those held by a Cooperative Structured Financial Institution in Need of Reorganization); or
(viii) Right specified in Article 91-2, paragraph (2), item (ii) or (iii) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 60.
(9) The term "Reorganization Creditor" as used in this Chapter shall mean a person who has a Reorganization Claim.
(10) The term "Secured Reorganization Claim" as used in this Chapter shall mean a secured claim on a security interest (limited to a special statutory lien, pledge, mortgage and right of retention under the provisions of the Commercial Code (Act No. 48 of 1899) or the Companies Act (Act No. 86 of 2005)) that exists on the property of the Cooperative Structured Financial Institution in Need of Reorganization at the time of the commencement of Reorganization Proceedings arising from a cause that has occurred prior to the commencement of Reorganization Proceedings, or those listed in the items of paragraph (8) (excluding one that is a common benefit claim), which are within the scope of security by the security interest in cases where the value of property that is the subject matter of the security interest is the market value as of the time of the commencement of Reorganization Proceedings; provided, however, that this shall be limited to the portion of the secured claim (excluding bonds) that falls under the category of the right to claim interest, damages or penalty for a default that arises by the time one year has elapsed after the commencement of Reorganization Proceedings (when there is an order of confirmation of the Reorganization Plan by such time, the time of such order).
(11) The term "Secured Reorganization Creditor" as used in this Chapter shall mean a person who has a Secured Reorganization Claim.
(12) The term "Reorganization Claims, etc." as used in this Chapter shall mean Reorganization Claims or Secured Reorganization Claims; provided, however, that in Subsection 2 of the next Section, "Reorganization Claims, etc." shall mean those that become Reorganization Claims or Secured Reorganization Claims if an Order of Commencement of Reorganization Proceedings is made for a Pre-commencement Cooperative Structured Financial Institution.
(13) The term "Reorganization Creditor, etc." as used in this Chapter shall mean a Reorganization Creditor or Secured Reorganization Creditor; provided, however, that in Subsection 2 of the next Section, "Reorganization Creditor, etc." shall mean a person who becomes a Reorganization Creditor or Secured Reorganization Creditor if an Order of Commencement of Reorganization Proceedings is made for a Pre-commencement Cooperative Structured Financial Institution.
(14) The term "Property of Cooperative Structured Financial Institution in Need of Reorganization" as used in this Chapter shall mean all property belonging to the Cooperative Structured Financial Institution in Need of Reorganization.
(15) The term "Right to Claim Tax, etc." as used in this Chapter shall mean a right to a claim that may be collected as provided for by the National Tax Collection Act (Act No. 147 of 1959) or by the same procedure as that for collecting national tax, which does not fall under the category of common benefit claims.
(Technical Replacement of Terms, etc. for Application, Mutatis Mutandis, of the Provisions of the Corporate Reorganization Act)
Article 5 (1) For the purpose of applying mutatis mutandis the provisions of the Corporate Reorganization Act to the provisions of this Chapter (excluding Article 7, Article 104, Article 127, paragraph (3), Article 138, paragraph (6), Article 140, paragraph (1), Article 141, paragraph (1), Article 143, paragraphs (6) and (7) and Article 162, paragraph (2)), except as otherwise provided, the term "this Act" in the provisions of said Act shall be deemed to be replaced with "Chapter II of the Special Treatment Act"; the term "Pre-commencement Company" shall be deemed to be replaced with "Pre-commencement Cooperative Structured Financial Institution (meaning Pre-commencement Cooperative Structured Financial Institution prescribed in Article 4, paragraph (6) of the Special Treatment Act)"; the term "Stock Company" shall be deemed to be replaced with "Cooperative Structured Financial Institution (meaning Cooperative Structured Financial Institution prescribed in Article 2, paragraph (2) of the Special Treatment Act)"; the term "Company under Reorganization" shall be deemed to be replaced with "Cooperative Structured Financial Institution in Need of Reorganization (meaning Cooperative Structured Financial Institution in Need of Reorganization prescribed in Article 4, paragraph (7) of the Special Treatment Act)"; the term "shareholder" shall be deemed to be replaced with "Partner, etc. (meaning Partner, etc. prescribed in Article 2, paragraph (10) of the Special Treatment Act)"; the term "trade name" shall be deemed to be replaced with "name"; the term "head office" shall be deemed to be replaced with "principal office"; the term "business office" shall be deemed to be replaced with "office"; the term "director, accounting advisor" shall be deemed to be replaced with "board member"; the term "representative director" shall be deemed to be replaced with "Representative Board Member (meaning Representative Board Member prescribed in Article 2, paragraph (11) of the Special Treatment Act)"; the term "company auditor, executive officer" shall be deemed to be replaced with "inspector"; the term "manager" shall be deemed to be replaced with "Counselor, etc. (meaning Counselor, etc. prescribed in Article 2, paragraph (12) of the Special Treatment Act)"; and the phrase "incorporator, Director at Incorporation and Auditor at Incorporation" shall be deemed to be replaced with "incorporator."
(2) The term "Special Treatment Act" in the provisions of the Corporate Reorganization Act as replaced pursuant to the provisions of this Chapter as applied mutatis mutandis pursuant to this Chapter shall mean the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions.
(Status of Foreign Nationals)
Article 6 The provision of Article 3 of the Corporate Reorganization Act shall apply mutatis mutandis to the status of foreign nationals or foreign juridical persons in the Reorganization Proceedings of a Cooperative Structured Financial Institution.
(Jurisdiction over Reorganization Case)
Article 7 The provisions of Article 5 (excluding paragraphs (2), (4) and (5)) and Article 6 of the Corporate Reorganization Act shall apply mutatis mutandis to the jurisdiction over a Reorganization Case of a Cooperative Structured Financial Institution. In this case, the phrase "the location of the principal business office of the Stock Company (if the principal business office is in a foreign state, the location of the principal business office in Japan)" in Article 5, paragraph (1) of said Act shall be deemed to be replaced with "the location of the principal office of the Cooperative Structured Financial Institution (meaning Cooperative Structured Financial Institution prescribed in Article 2, paragraph (2) of the Special Treatment Act; hereinafter the same shall apply in this Article)"; the phrase "a Stock Company holds the majority of voting rights (excluding the voting rights of the shares which may not be exercised for all matters that may be resolved at a shareholders meeting, and including the voting rights of the shares that are deemed to have voting rights pursuant to the provision of Article 879, paragraph (3) of the Companies Act; the same shall apply hereinafter) of all shareholders of another Stock Company" in paragraph (3) of said Article shall be deemed to be replaced with "the Cooperative Structured Financial Institution shall have a Stock Company as a subsidiary prescribed in Article 4, paragraph (1) of the Act on Financial Businesses by Cooperative (Act No. 183 of 1949), Article 32, paragraph (6) of the Shinkin Bank Act (Act No. 238 of 1951) or Article 32, paragraph (5) of the Labor Bank Act (Act No. 227 of 1953)"; the term "said other Stock Company" shall be deemed to be replaced with "said Stock Company"; the term "said Stock Company (hereinafter referred to as "Parent Stock Company" in this paragraph and the following paragraph)" shall be deemed to be replaced with "said Cooperative Structured Financial Institution"; the phrase ", and if a Reorganization Case is pending against the Parent Stock Company, a petition for commencement of Reorganization Proceedings against the subsidiary stock company may also be filed with the district court before which the Reorganization Case against the Parent Stock Company is pending" shall be deleted; and the term "this Act" in Article 6 of said Act shall be deemed to be replaced with "Chapter II of the Special Treatment Act."
(Transfer of Reorganization Case)
Article 8 The provision of Article 7 of the Corporate Reorganization Act shall apply mutatis mutandis to the transfer of a Reorganization Case of a Cooperative Structured Financial Institution. In this case, in item (iii) of said Article, the phrase "Article 5, paragraphs (2) to (6)" shall be deemed to be replaced with "Article 5, paragraph (3) or (6) as applied mutatis mutandis pursuant to Article 7 of the Special Treatment Act."
(Optional Oral Argument, Appeal, etc.)
Article 9 The provisions of Article 8 and Article 9 of the Corporate Reorganization Act shall apply mutatis mutandis to proceedings and judicial decisions related to Reorganization Proceedings for Cooperative Structured Financial Institutions.
(Public Notice, etc.)
Article 10 The provision of Article 10 of the Corporate Reorganization Act shall apply mutatis mutandis to public notice or service under the provisions of this Chapter.
(Inspection, etc. of Case Documents)
Article 11 The provisions of Article 11 and Article 12 of the Corporate Reorganization Act shall apply mutatis mutandis to documents and other articles relating to the Reorganization Case of a Cooperative Structured Financial Institution and certificates of matters concerning the Reorganization Case. In this case, the term "this Act" in Article 11, paragraph (1) of said Act shall be deemed to be replaced with "Special Treatment Act"; the phrase "Article 24, paragraph (1) or (2)" in paragraph (4), item (i) of said Article shall be deemed to be replaced with "Article 24, paragraph (1) or (2) as applied mutatis mutandis pursuant to Article 19 of the Special Treatment Act"; the term "Article 25, paragraph (2)" shall be deemed to be replaced with "Article 25, paragraph (2) as applied mutatis mutandis pursuant to Article 19 of the Special Treatment Act"; the term "Article 28, paragraph (1)" shall be deemed to be replaced with "Article 28, paragraph (1) as applied mutatis mutandis pursuant to Article 20 of the Special Treatment Act"; the term "Article 29, paragraph (3)" shall be deemed to be replaced with "Article 29, paragraph (3) as applied mutatis mutandis pursuant to Article 21 of the Special Treatment Act"; the term "Article 30, paragraph (2)" shall be deemed to be replaced with "Article 22, paragraph (2) of the Special Treatment Act"; the term "Article 35, paragraph (2)" shall be deemed to be replaced with "Article 25, paragraph (2) of the Special Treatment Act"; the term "Article 39-2, paragraph (1)" shall be deemed to be replaced with "Article 29-2, paragraph (1) of the Special Treatment Act"; the phrase "the proviso to Article 32, paragraph (1), the first sentence of Article 46, paragraph (2) or Article 72, paragraph (2) (including the cases where applied mutatis mutandis pursuant to Article 32, paragraph (3))" in Article 12, paragraph (1), item (i) of said Act shall be deemed to be replaced with "the proviso to Article 32, paragraph (1) as applied mutatis mutandis pursuant to Article 23 of the Special Treatment Act, Article 72, paragraph (2) as applied mutatis mutandis pursuant to the first sentence of Article 33, paragraph (2) of the Special Treatment Act or Article 45 of the Special Treatment Act (including the cases where applied mutatis mutandis pursuant to Article 32, paragraph (3) as applied mutatis mutandis pursuant to Article 23 of the Special Treatment Act)"; in item (ii) of said paragraph, the term "Article 84, paragraph (2)" shall be deemed to be replaced with "Article 84, paragraph (2) as applied mutatis mutandis pursuant to Article 55 of the Special Treatment Act"; and the term "Article 125, paragraph (2)" shall be deemed to be replaced with "Article 72, paragraph (2) of the Special Treatment Act."
(Application Mutatis Mutandis of the Code of Civil Procedure)
Article 12 With respect to Reorganization Proceedings for Cooperative Structured Financial Institutions, except as otherwise provided, the provisions of the Code of Civil Procedure (Act No. 109 of 1996) shall apply mutatis mutandis.
(Rules of the Supreme Court)
Article 13 In addition to what is provided for in this Chapter and Section 3 and Section 4 of Chapter IV, the necessary matters concerning Reorganization Proceedings for Cooperative Structured Financial Institutions shall be specified by the Rules of the Supreme Court.
Article 14 Deleted
Section 2 Petition for Commencement of Reorganization Proceedings and Associated Preservative Measures
Subsection 1 Petition for Commencement of Reorganization Proceedings
(Petition for Commencement of Reorganization Proceedings)
Article 15 (1) When there is a fact constituting the grounds for the commencement of Reorganization Proceedings for a Cooperative Structured Financial Institution (meaning a fact that falls under any of the following items), said Cooperative Structured Financial Institution may file a petition for commencement of Reorganization Proceedings for said Cooperative Structured Financial Institution:
(i) There is a risk that a fact constituting the grounds for commencement of bankruptcy proceedings would occur; or
(ii) The payment of debts that are due poses the risk of causing significant hindrance to the continuation of business.
(2) When a fact that falls under item (i) of the preceding paragraph exists with regard to a Cooperative Structured Financial Institution, creditors who have claims equivalent to one-tenth or more of the total amount of the registered contribution of said Cooperative Structured Financial Institution may also file a petition for commencement of Reorganization Proceedings for said Cooperative Structured Financial Institution.
(3) When a fact that falls under paragraph (1), item (i) exists with regard to a Cooperative Structured Financial Institution, according to the type of Cooperative Structured Financial Institution set forth in each of the following items, the persons prescribed in the respective items may also file a petition for commencement of Reorganization Proceedings for said Cooperative Structured Financial Institution.
(i) Credit cooperative: Partners equivalent in number to one-tenth or more of all partners
(ii) Shinkin Bank: Members equivalent in number to one-tenth or more of all members
(iii) Labor bank: Members (excluding individual members (meaning individual members prescribed in Article 13, paragraph (1) of the Labor Bank Act (Act No. 227 of 1953); hereinafter the same shall apply in this Chapter)) equivalent in number to one-tenth or more of all members (excluding individual members)
(Obligation to File for Petition for Commencement of Bankruptcy Proceedings and Filing of Petition for Commencement of Reorganization Proceedings)
Article 16 The provision of Article 18 of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where, pursuant to the provisions of other Acts, the liquidator of a Cooperative Structured Financial Institution shall file a petition for the commencement of bankruptcy proceedings for said Cooperative Structured Financial Institution.
(Petition for Commencement of Reorganization Proceedings by Cooperative Structured Financial Institution after Dissolution)
Article 17 In order for a Cooperative Structured Financial Institution in liquidation or against which bankruptcy proceedings have been commenced to file a petition for commencement of Reorganization Proceedings, there shall be a resolution specified in Article 53 of the Small and Medium-Sized Enterprise Cooperatives Act, Article 48-3 of the Shinkin Bank Act (Act No. 238 of 1951) or Article 53 of the Labor Bank Act.
(Proceedings, etc. for Filing Petition for Commencement of Reorganization Proceedings)
Article 18 The provisions of Article 20 to Article 23 of the Corporate Reorganization Act shall apply mutatis mutandis to a petition for commencement of Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, the term "Article 17, paragraph (1)" in Article 20, paragraph (1) in said Act shall be deemed to be replaced with "Article 15, paragraph (1) of the Special Treatment Act"; the term "Article 17, paragraph (2)" in paragraph (2) of said Article shall be deemed to be replaced with "Article 15, paragraph (2) of the Special Treatment Act"; the phrase "creditors or shareholders" shall be deemed to be replaced with "creditors"; the phrase "the amount of claim or the number of voting rights (excluding the voting rights of the shares which may not be exercised for all matters that may be resolved at a shareholders meeting, and including the voting rights of the shares that are deemed to have voting rights pursuant to the provision of Article 879, paragraph (3) of the Companies Act)" shall be deemed to be replaced with "the amount of claim"; the term "Article 17" in Article 22, paragraph (1) of said Act shall be deemed to be replaced with "Article 15 of the Special Treatment Act"; the term "Article 17, paragraph (2)" in paragraph (2) of said Article shall be deemed to be replaced with "Article 15, paragraph (2) or (3) of the Special Treatment Act"; the phrase "representative (when the head office is in a foreign state, the representative in Japan)" shall be deemed to be replaced with "representative"; the phrase "paragraph (1) or (2) of the next Article" in Article 23 of said Act shall be deemed to be replaced with "paragraph (1) or (2) of the next Article as applied mutatis mutandis pursuant to Article 19 of the Special Treatment Act"; the term "Article 25, paragraph (2)" shall be deemed to be replaced with "Article 25, paragraph (2) as applied mutatis mutandis pursuant to Article 19 of the Special Treatment Act," the term "Article 28, paragraph (1)" shall be deemed to be replaced with "Article 28, paragraph (1) as applied mutatis mutandis pursuant to Article 20 of the Special Treatment Act"; the term "Article 29, paragraph (3)" shall be deemed to be replaced with "Article 29, paragraph (3) as applied mutatis mutandis pursuant to Article 21 of the Special Treatment Act"; the term "Article 30, paragraph (2)" shall be deemed to be replaced with "Article 22, paragraph (2) of the Special Treatment Act"; the term "Article 35, paragraph (2)" shall be deemed to be replaced with "Article 25, paragraph (2) of the Special Treatment Act"; and the term "Article 39-2, paragraph (1)" shall be deemed to be replaced with "Article 29-2, paragraph (1) of the Special Treatment Act."
Subsection 2 Preservative Measures Associated with Petition for Commencement of Reorganization Proceedings
Division 1 Stay Order, etc. for Other Procedures and Proceedings related to Pre-commencement Cooperative Structured Financial Institution
Article 19 The provisions of Article 24 (excluding item (iii) of paragraph (1)) and Article 25 to Article 27 of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where a petition for commencement of Reorganization Proceedings for a Cooperative Structured Financial Institution is filed. In this case, the phrase ", rehabilitation proceedings or special liquidation proceedings" in Article 24, paragraph (1), item (i) of said Act shall be deemed to be replaced with "or rehabilitation proceedings"; the term "Article 28, paragraph (1)" in Article 25, paragraph (1) of said Act shall be deemed to be replaced with "Article 28, paragraph (1) as applied mutatis mutandis pursuant to Article 20 of the Special Treatment Act"; the term "Article 30, paragraph (2)" shall be deemed to be replaced with "Article 22, paragraph (2) of the Special Treatment Act"; the term "Article 35, paragraph (2)" shall be deemed to be replaced with "Article 25, paragraph (2)" of the Special Treatment Act"; and the phrase "the main clause of Article 10, paragraph (3)" in Article 27, paragraph (6) of said Act shall be deemed to be replaced with "the main clause of Article 10, paragraph (3) as applied mutatis mutandis pursuant to Article 10 of the Special Treatment Act."
Division 2 Temporary Restraining Order, etc. Concerning Business and Property of Pre-commencement Cooperative Structured Financial Institution
(Temporary Restraining Order, etc. Concerning Business and Property of Pre-commencement Cooperative Structured Financial Institution)
Article 20 The provision of Article 28 of the Corporate Reorganization Act shall apply mutatis mutandis to a temporary restraining order in cases where a petition for commencement of Reorganization Proceedings for a Cooperative Structured Financial Institution is filed. In this case, the phrase "the main clause of Article 10(3)" in paragraph (5) of said Article shall be deemed to be replaced with "the main clause of Article 10(3) as applied mutatis mutandis pursuant to Article 10 of the Special Treatment Act."
(Claim for Extinguishment of Right of Retention under Commercial Law Prior to the Commencement of Reorganization Proceedings)
Article 21 The provision of Article 29 of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where there is a right of retention under the provisions of the Commercial Code or the Companies Act on the property of a Pre-commencement Cooperative Structured Financial Institution.
Division 3 Provisional Administration Order
(Provisional Administration Order)
Article 22 (1) Where a petition for commencement of Reorganization Proceedings is filed, the Court, upon the petition of an interested person or by its own authority, may make a disposition to order that the business and property of the Pre-commencement Cooperative Structured Financial Institution be administered by a provisional administrator until an order is made on the petition for commencement of Reorganization Proceedings, when it finds it necessary in order to achieve the purpose of Reorganization Proceedings.
(2) The Court, when making a disposition under the provision of the preceding paragraph (hereinafter referred to as a "Provisional Administration Order" in this Chapter), shall appoint one or more provisional administrators in the Provisional Administration Order; provided, however, that the person prescribed in Article 67(3) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 44 may not be appointed as provisional administrator.
(3) The provisions of Article 30(3) to (5) and Article 31 of the Corporate Reorganization Act shall apply mutatis mutandis to a Provisional Administration Order in Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, the term "Article 10(4)" in paragraph (3) of said Article shall be deemed to be replaced with "Article 10(4) as applied mutatis mutandis pursuant to Article 10 of the Special Treatment Act."
(Powers of Provisional Administrator)
Article 23 The provisions of Article 32 and Article 33 of the Corporate Reorganization Act shall apply mutatis mutandis to a provisional administrator in the Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, "Article 67(3)" in paragraph (1) of said Article shall be deemed to be replaced with "Article 67(3) as applied mutatis mutandis pursuant to Article 44 of the Special Treatment Act."
(Application Mutatis Mutandis of the Provisions on Trustee, etc. to Provisional Administrator, etc.)
Article 24 (1) The provisions of Article 53, paragraphs (1) to (4) and the provisions of Article 54, Article 57, Article 59, Article 67, paragraph (2), Article 68, Article 69, Article 73, Article 74, paragraph (1), Article 76 to Article 80, and Article 82, paragraphs (1) to (3) of the Corporate Reorganization Act shall apply mutatis mutandis to a provisional administrator in the Reorganization Proceedings for a Cooperative Structured Financial Institution, and the provisions of Article 53, paragraphs (1) to (4) shall apply mutatis mutandis to a provisional administrator representative in the Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, the phrase "property of a Company under Reorganization" in Article 54, paragraph (1), Article 57, paragraph (2) and Article 76, paragraph (2) of said Act shall be deemed to be replaced with "Property of Cooperative Structured Financial Institution in Need of Reorganization (meaning Property of Cooperative Structured Financial Institution in Need of Reorganization prescribed in Article 4, paragraph (14) of the Special Treatment Act)"; the phrase "public notice under the provision of Article 43, paragraph (1)" in Article 59 of said Act shall be deemed to be replaced with "public notice under the provision of Article 31, paragraph (1) as applied mutatis mutandis pursuant to Article 22, paragraph (3) of the Special Treatment Act"; the phrase "Article 2, item (iii) of the Companies Act" in Article 77, paragraph (2) of said Act shall be deemed to be replaced with "Article 4, paragraph (1) of the Act on Financial Businesses by Cooperative, Article 32, paragraph (6) of the Shinkin Bank Act or Article 32, paragraph (5) of the Labor Bank Act"; the term "successor trustee" in Article 82, paragraph (2) of said Act shall be deemed to be replaced with "successor provisional administrator or trustee"; and the term "successor trustee" in paragraph (3) of said Article shall be deemed to be replaced with "successor provisional administrator, trustee."
(2) The provisions of Article 52, paragraphs (1) to (3) of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where a Provisional Administration Order is issued in Reorganization Proceedings for a Cooperative Structured Financial Institution, and the provisions of paragraphs (4) to (6) of said Article shall apply mutatis mutandis to the cases where a Provisional Administration Order ceases to be effective in the Reorganization Proceedings for a Cooperative Structured Financial Institution (excluding cases where an Order of Commencement of Reorganization Proceedings is made). In this case, the phrase "court proceedings (excluding court proceedings pertaining to action referred to in Article 97, paragraph (1) in cases where any of the events set forth in Article 234, item (iii) or (iv) occurs)" in paragraph (5) of said Article shall be deemed to be replaced with "court proceedings."
(3) With respect to cases relating to property of a Pre-commencement Cooperative Structured Financial Institution that are pending before an administrative agency, the provisions specified in the following items shall apply mutatis mutandis to the cases listed in the respective items.
(i) Cases where a Provisional Administration Order is issued: Article 52, paragraphs (1) to (3) of the Corporate Reorganization Act
(ii) Cases where a Provisional Administration Order ceases to be effective (excluding cases where an Order of Commencement of Reorganization Proceedings is made): Article 52(4) to (6) of the Corporate Reorganization Act
(4) The provision of the main clause of Article 66, paragraph (1) of the Corporate Reorganization Act shall apply mutatis mutandis to any board member, inspector and liquidator of a Pre-commencement Cooperative Structured Financial Institution during the period which a provisional administrator is in the process of appointment. In this case, the phrase "Article 361, paragraph (1) of the Companies Act" in said paragraph shall be deemed to be replaced with "Article 361, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 5-5 of the Act on Financial Businesses by Cooperative, Article 35-6 of the Shinkin Bank Act or Article 37-4 of the Labor Bank Act."
Division 4 Supervision Order
(Supervision Order)
Article 25 (1) Where a petition for commencement of Reorganization Proceedings is filed, the Court, upon the petition of an interested person or by its own authority, may make a disposition to order supervision by a supervisor until an order is made on the petition for commencement of Reorganization Proceedings, when it finds it necessary in order to achieve the purpose of Reorganization Proceedings.
(2) The Court, when making the disposition set forth in the preceding paragraph (hereinafter referred to as "Supervision Order" in this Chapter), in the Supervision Order, shall appoint one or more supervisors and designate acts that the Pre-commencement Cooperative Structured Financial Institution may not conduct without obtaining their consent.
(3) The provision of Article 35, paragraph (3) of the Corporate Reorganization Act shall apply mutatis mutandis to any act conducted without the supervisor's consent in Reorganization Proceedings for a Cooperative Structured Financial Institution, and the provisions of paragraphs (4) to (6) of said Article shall apply mutatis mutandis to a Supervision Order in Reorganization Proceedings for a Cooperative Structured Financial Institution.
(Public Notice and Service Concerning Supervision Order)
Article 26 The provision of Article 36 of the Corporate Reorganization Act shall apply mutatis mutandis to a public notice or service concerning a Supervision Order in Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, the phrase "paragraph (4) of the preceding Article" in paragraph (2) of said Article shall be deemed to be replaced with "paragraph (4) of the preceding Article as applied mutatis mutandis pursuant to Article 25, paragraph (3) of the Special Treatment Act"; and the term "Article 10, paragraph (4)" in paragraph (3) of said Article shall be deemed to be replaced with "Article 10, paragraph (4) as applied mutatis mutandis pursuant to Article 10 of the Special Treatment Act."
(Examination Concerning Aptitude of Trustee of Board Member, etc.)
Article 27 The provision of Article 37 of the Corporate Reorganization Act shall apply mutatis mutandis to the examination concerning the aptitude of a trustee by a supervisor in Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, the phrase "incorporator, Director at Incorporation or Auditor at Incorporation" in said Article shall be deemed to be replaced with "incorporator."
(Application Mutatis Mutandis of the Provisions on Trustee to Supervisor)
Article 28 The provisions of Article 53, paragraphs (1) to (4) and the provisions of Article 67, paragraph (2), Article 68, Article 69, paragraph (1), Article 77 and Article 80 of the Corporate Reorganization Act shall apply mutatis mutandis to a supervisor in Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, the phrase "Article 2, item (iii) of the Companies Act" in Article 77, paragraph (2) of said Act shall be deemed to be replaced with "Article 4, paragraph (1) of the Act on Financial Businesses by Cooperative, Article 32, paragraph (6) of the Shinkin Bank Act or Article 32, paragraph (5) of the Labor Bank Act."
Division 5 Examination Order, etc. Prior to the Commencement of Reorganization Proceedings
(Examination Order Prior to the Commencement of Reorganization Proceedings)
Article 29 The Court, when it finds it necessary even during the period from the time when a petition for commencement of Reorganization Proceedings is filed to the time when an order on said petition is made, upon the petition of an interested person or by its own authority, may issue an Examination Order prescribed in Article 72, paragraph (2) directed to some or all of the following matters:
(i) The existence or nonexistence of any fact constituting the grounds for commencement of Reorganization Proceedings prescribed in Article 15, paragraph (1) and any of the grounds listed in Article 41, paragraph (1), items (ii) to (iv) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 31, the status of the business and property of the Pre-commencement Cooperative Structured Financial Institution and any other matters required for making a decision on the petition for commencement of Reorganization Proceedings and whether or not it is appropriate to commence Reorganization Proceedings;
(ii) Whether or not there are circumstances that require a temporary restraining order under the provision of Article 28, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 20, a Provisional Administration Order, a Supervision Order, a temporary restraining order under the provision of the next Article or Article 30 or Ruling Evaluating Subject Officers' Liability prescribed in Article 100, paragraph (1) of said Act as applied mutatis mutandis pursuant to Article 63, and the necessity of such disposition, order or ruling; and
(iii) Any other matters requiring an examination or a statement of opinion by the examiner in relation to the Reorganization Case.
(Temporary Restraining Order for Right of Avoidance)
Article 29-2 (1) The Court, when it finds it necessary in order to secure a right of avoidance during the period from the time when a petition for commencement of Reorganization Proceedings is filed to the time when an order on said petition is made, upon the petition of an interested person (or a provisional administrator if any provisional administrator is appointed) or by its own authority, may issue an order of provisional seizure, provisional disposition or any other necessary temporary restraining order.
(2) The provisions of Article 39-2, paragraphs (2) to (6) of the Corporate Reorganization Act shall apply mutatis mutandis to a temporary restraining order under the provision of the preceding paragraph. In this case, the phrase "the main clause of Article 10, paragraph (3)" in paragraph (6) of said Article shall be deemed to be replaced with "the main clause of Article 10, paragraph (3) as applied mutatis mutandis pursuant to Article 10 of the Special Treatment Act."
(Temporary Restraining Orders on Property of Officers, etc. Prior to the Commencement of Reorganization Proceedings)
Article 30 (1) The Court, when it finds urgent necessity even during the period from the time when a petition for commencement of Reorganization Proceedings is filed to the time when an order on said petition is made, upon the petition of the Pre-commencement Cooperative Structured Financial Institution (or a provisional administrator if any provisional administrator is appointed) or by its own authority, may issue a temporary restraining order as set forth in the items of Article 99, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 62.
(2) The provisions of Article 99, paragraphs (2) to (5) of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where a temporary restraining order under the provision of the preceding paragraph is issued. In this case, the phrase "the main clause of Article 10, paragraph (3)" in paragraph (5) of said Article shall be deemed to be replaced with "the main clause of Article 10, paragraph (3) as applied mutatis mutandis pursuant to Article 10 of the Special Treatment Act."
Section 3 Order of Commencement of Reorganization Proceedings and Associated Effects, etc.
Subsection 1 Order of Commencement of Reorganization Proceedings
Article 31 The provisions of Article 41, Article 42, Article 43 (excluding item (v) of paragraph (1)) and Article 44 of the Corporate Reorganization Act shall apply mutatis mutandis to an Order of Commencement of Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, the term "Article 17" in Article 41, paragraph (1) of said Act shall be deemed to be replaced with "Article 15 of the Special Treatment Act"; the phrase ", rehabilitation proceedings or special liquidation proceedings" in item (ii) of said paragraph shall be deemed to be replaced with "or rehabilitation proceedings"; the phrase "Article 138 to Article 140 or Article 142" in Article 42, paragraph (2) of said Act shall be deemed to be replaced with "Article 138 or Article 139 as applied mutatis mutandis pursuant to Article 81 of the Special Treatment Act, Article 140, paragraph (1) or (2) as applied mutatis mutandis pursuant to Article 82 of the Special Treatment Act or Article 84 of the Special Treatment Act"; the phrase "shall make a public notice; provided, however, that when there is no bond administrator, etc. prescribed in item (v), a public notice of the matters set forth in said item shall not be required" in Article 43, paragraph (1) of said Act shall be deemed to be replaced with "shall make a public notice"; the term "Article 39" in paragraph (3), item (iv) of said Article shall be deemed to be replaced with "Article 29 of the Special Treatment Act"; and the phrase "Section 2 of the preceding Chapter" in Article 44, paragraph (2) of said Act shall be deemed to be replaced with "Chapter II, Section 2, Subsection 2 of the Special Treatment Act."
Subsection 2 Effects Associated with Order of Commencement of Reorganization Proceedings
(Prohibition of Changes in Basic Matters concerning Organization of Cooperative Structured Financial Institution in Need of Reorganization)
Article 32 (1) During the period after the commencement of Reorganization Proceedings until the close thereof, unless it is provided for in a Reorganization Plan, neither a Cooperative Structured Financial Institution in Need of Reorganization nor a Cooperative Structured Financial Institution after entity conversion of a Cooperative Structured Financial Institution in Need of Reorganization as specified in a Reorganization Plan (hereinafter referred to as "Converted Cooperative Structured Financial Institution" in this Chapter) may perform any of the following acts, nor may an Ordinary Bank after entity conversion of a Cooperative Structured Financial Institution in Need of Reorganization as specified in a Reorganization Plan (hereinafter referred to as "Converted Bank" in this Chapter) perform any of the acts listed in the items of Article 45, paragraph (1) of the Corporate Reorganization Act:
(i) Receipt of contributions;
(ii) Reduction of the unit amount of contribution;
(iii) Dividend of surplus;
(iv) Merger;
(v) Dissolution; or
(vi) Conversion (meaning conversion prescribed in Article 2(7) of the Act on Financial Institutions' Merger and Conversion (Act No. 86 of 1968; hereinafter referred to as "Merger and Conversion Act") in which a Cooperative Structured Financial Institution in Need of Reorganization becomes another type of Cooperative Structured Financial Institution or Ordinary Bank; hereinafter the same shall apply in this Chapter).
(2) During the period after the commencement of Reorganization Proceedings until the close thereof, the articles of incorporation of a Cooperative Structured Financial Institution in Need of Reorganization, Converted Cooperative Structured Financial Institution or Converted Bank may not be amended unless as specified in a Reorganization Plan or unless the permission of the Court is obtained.
(Assignment of Business)
Article 33 (1) During the period after the commencement of Reorganization Proceedings until the close thereof, unless it is provided for in a Reorganization Plan, all or part of the business of a Cooperative Structured Financial Institution in Need of Reorganization may not be assigned; provided, however, that this shall not apply where all or part of the business of a Cooperative Structured Financial Institution in Need of Reorganization is assigned pursuant to the provisions of the following paragraph to paragraph (8).
(2) During the period after the commencement of Reorganization Proceedings until an order to refer a proposed Reorganization Plan to a resolution is made, a trustee, with permission of the Court, may assign all or part of the business of a Cooperative Structured Financial Institution in Need of Reorganization. In this case, the Court may grant permission only when it finds said assignment necessary for the reorganization of the business of the Cooperative Structured Financial Institution in Need of Reorganization.
(3) The Court, when granting the permission set forth in the preceding paragraph, shall hear the opinions of the following:
(i) Known Reorganization Creditors (in cases where the Cooperative Structured Financial Institution in Need of Reorganization, at the time of the commencement of Reorganization Proceedings, is unable to pay its debts in full with its property with regard to claims that take preference over consensually-subordinated Reorganization Claims (meaning claims for which the Reorganization Creditor and the Cooperative Structured Financial Institution in Need of Reorganization, prior to the commencement of Reorganization Proceedings, reach an agreement to the effect that if bankruptcy proceedings are commenced against the Cooperative Structured Financial Institution, the claim shall be subordinated to a subordinate bankruptcy claim prescribed in Article 99, paragraph (1) of the Bankruptcy Act in the order of priority for receiving a liquidating distribution in the bankruptcy proceedings; hereinafter the same shall apply in this Chapter), the holders of such consensually-subordinated Reorganization Claims shall be excluded); provided, however, that if there is a Reorganization Creditors Committee prescribed in Article 67, paragraph (1), it shall be sufficient to hear the opinions of the committee;
(ii) Known Secured Reorganization Creditors; provided, however, that if there is a Secured Reorganization Creditors Committee prescribed in Article 67, paragraph (2), it shall be sufficient to hear the opinions of the committee; and
(iii) Labor union, etc. (meaning the labor union consisting of the majority of the employees of the Cooperative Structured Financial Institution in Need of Reorganization, if there is any such labor union, or the person representative of the majority of the employees of the Cooperative Structured Financial Institution in Need of Reorganization, if there is no labor union consisting of the majority of the employees of the Cooperative Structured Financial Institution in Need of Reorganization).
(4) A trustee shall, when assigning all or part of the business of a Cooperative Structured Financial Institution in Need of Reorganization pursuant to the provision of paragraph (2), make a public notice or give a notice of the following matters to the Partners, etc. (excluding individual members of a labor bank; hereinafter the same shall apply in this Article) in advance:
(i) The other party, time and value of said assignment, and the description of business subject to said assignment; and
(ii) To the effect that any Partner, etc. who opposes said assignment shall give a notice to the trustee in writing to that effect within two weeks from the day on which said public notice is made or said notice is given.
(5) The notice given to a Partner, etc. under the provision of the preceding paragraph may be addressed to the place prescribed in Article 50, paragraph (1) of the Small and Medium-Sized Enterprise Cooperatives Act, Article 48, paragraph (1) of the Shinkin Bank Act or the main clause of Article 50, paragraph (1) of the Labor Bank Act or the address notified by the Partner, etc. to the trustee.
(6) The notice given to a Partner, etc. under the provision of paragraph (4) shall be deemed to have been delivered at the time when the notice should have normally arrived.
(7) In any of the cases set forth in the following items, the Court may not grant the permission set forth in paragraph (2):
(i) When a petition for the permission set forth in paragraph (2) is filed after one month has elapsed from the day on which public notice is made or notice is given under the provision of paragraph (4); or
(ii) When the persons specified in sub-items (a) to (c) below in accordance with the respective types of Cooperative Structured Financial Institution in Need of Reorganization listed therein give a notice to the trustee in writing of their opposition to the assignment set forth in paragraph (2) within the period prescribed in item (ii) of paragraph (4):
(a) Credit cooperative: In cases where the entire business is to be assigned, partners equivalent in number to more than one-third of all partners, and in other cases, partners equivalent in number to at least half of all partners;
(b) Shinkin Bank: In cases where the entire business is to be assigned, members equivalent in number to more than one-third of all members, and in other cases, members equivalent in number to at least half of all members; and
(c) Labor bank: In cases where the entire business is to be assigned, members (excluding individual members; hereinafter the same shall apply in this item) equivalent in number to more than one-third of all members (excluding individual members; hereinafter the same shall apply in this item), and in other cases, members equivalent in number to at least half of all members.
(8) In cases where the Cooperative Structured Financial Institution in Need of Reorganization, at the time of the permission set forth in paragraph (2), is unable to pay its debts in full with its property, the provisions of paragraph (4) to the preceding paragraph shall not apply.
(9) Any act conducted without the permission set forth in paragraph (2) shall be void; provided, however, that this may not be asserted against a third party without knowledge.
(10) In cases where all or part of the business of a Cooperative Structured Financial Institution in Need of Reorganization is to be assigned with the permission set forth in paragraph (2), the provisions of Article 57-3, paragraph (1) of the Small and Medium-Sized Enterprise Cooperatives Act, Article 58, paragraph (1) of the Shinkin Bank Act or Article 62, paragraph (1) of the Labor Bank Act and the provisions of Article 6, paragraph (1) of the Act on Financial Businesses by Cooperative (Act No. 183 of 1949), Article 89, paragraph (1) of the Shinkin Bank Act or Article 34 and Article 35 of the Banking Act as applied mutatis mutandis pursuant to Article 94, paragraph (1) of the Labor Bank Act shall not apply.
(11) In the case prescribed in the preceding paragraph, notwithstanding the provisions of Article 57 of the Small and Medium-Sized Enterprise Cooperatives Act as applied mutatis mutandis pursuant to Article 57-3, paragraph (6) of said Act, Article 52-2 of the Shinkin Bank Act as applied mutatis mutandis pursuant to Article 58, paragraph (7) of said Act or Article 828, paragraph (1) (limited to the part pertaining to item (v)) and, paragraph (2) (limited to the part pertaining to item (v)) of the Companies Act as applied mutatis mutandis pursuant to Article 57-2 of the Labor Bank Act as applied mutatis mutandis pursuant to Article 62, paragraph (7) of said Act, the Partner, etc., board member, inspector, liquidator, bankruptcy trustee or creditor of a Cooperative Structured Financial Institution in Need of Reorganization may not file a lawsuit for nullification of the assignment of the entire business.
(Prohibition of Payment, etc. of Reorganization Claims, etc.)
Article 34 The provisions of Article 47 and Article 47-2 of the Corporate Reorganization Act shall apply mutatis mutandis to Reorganization Claims, etc. in Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, in paragraph (6), items (i) and (ii) of said Article, the term "Article 24, paragraph (2)" shall be deemed to be replaced with "Article 24, paragraph (2) as applied mutatis mutandis pursuant to Article 19 of the Special Treatment Act." In this case, the term "Article 24, paragraph (2)" in Article 47, paragraph (7), items (i) and (ii) of said Act shall be deemed to be replaced with "Article 24, paragraph (2) as applied mutatis mutandis pursuant to Article 19 of the Special Treatment Act"; and the phrase "property of the Company under Reorganization" in Article 47-2 of said Act shall be deemed to be replaced with "Property of Cooperative Structured Financial Institution in Need of Reorganization (meaning Property of Cooperative Structured Financial Institution in Need of Reorganization prescribed in Article 4, paragraph (14) of the Special Treatment Act)."
(Set-off)
Article 35 The provisions of Article 48 to Article 49-2 of the Corporate Reorganization Act shall apply mutatis mutandis to set-off by a Reorganization Creditor, etc. in Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, the term "Article 138, paragraph (1)" in Article 48, paragraph (1) of said Act shall be deemed to be replaced with "Article 138, paragraph (1) as applied mutatis mutandis pursuant to Article 81 of the Special Treatment Act"; and the phrase "commencement of rehabilitation proceedings or commencement of special liquidation" in Article 49, paragraph (1), item (iv) of said Act shall be deemed to be replaced with "or commencement of rehabilitation proceedings."
(Stay Order, etc. for Other Procedures and Proceedings)
Article 36 The provisions of Article 50 and Article 51 of the Corporate Reorganization Act shall apply mutatis mutandis to compulsory execution and other procedures in cases where an Order of Commencement of Reorganization Proceedings for a Cooperative Structured Financial Institution is made. In this case, in Article 50, paragraph (1) of said Act, the phrase ", commencement of Reorganization Proceedings or commencement of special liquidation" shall be deemed to be replaced with "or commencement of Reorganization Proceedings"; the phrase "compulsory execution, etc., exercise of an enterprise mortgage" shall be deemed to be replaced with "compulsory execution, etc."; the phrase "shall be stayed, and the special liquidation proceedings shall cease to be effective" shall be deemed to be replaced with "shall be stayed"; the term "Article 24, paragraph (1), item (ii)" in said paragraph and paragraph (5), item (i) of said Article shall be deemed to be replaced with "Article 24, paragraph (1), item (ii) as applied mutatis mutandis pursuant to Article 19 of the Special Treatment Act"; the phrase "procedure for compulsory execution, etc., procedure for the exercise of an enterprise mortgage" shall be deemed to be replaced with "procedure for compulsory execution, etc."; the term "Article 24, paragraph (2)" in paragraph (2), paragraph (5), item (ii) and paragraph (10) of said Article shall be deemed to be replaced with "Article 24, paragraph (2) as applied mutatis mutandis pursuant to Article 19 of the Special Treatment Act"; the term "Article 204, paragraph (2)" in paragraph (11) of said Article shall be deemed to be replaced with "Article 204, paragraph (2) as applied mutatis mutandis pursuant to Article 125 , paragraph (3) of the Special Treatment Act"; and the phrase "the first sentence of Article 72, paragraph (4)" in Article 51, paragraph (2) of said Act shall be deemed to be replaced with "the first sentence of Article 72, paragraph (4) as applied mutatis mutandis pursuant to Article 45 of the Special Treatment Act."
(Treatment of Action Relating to the Property of Cooperative Structured Financial Institution in Need of Reorganization)
Article 37 The provision of Article 52 of the Corporate Reorganization Act shall apply mutatis mutandis to court proceedings relating to the property of a Cooperative Structured Financial Institution in Need of Reorganization. In this case, the phrase "Article 234, item (iii) or (iv)" in paragraph (5) of said Article shall be deemed to be replaced with "Article 234, item (iii) or (iv) as applied mutatis mutandis pursuant to Article 150 of the Special Treatment Act"; and the term "Article 97, paragraph (1)" shall be deemed to be replaced with Article 97, paragraph (1) as applied mutatis mutandis pursuant to Article 60 of the Special Treatment Act. "
(Treatment of Action for Obligee's Subrogation Right, Action for Avoidance of Fraudulent Act, etc.)
Article 37-2 (1) If an action filed by a Reorganization Creditor pursuant to the provisions of Article 423 or Article 424 of the Civil Code (Act No. 89 of 1896) or an action of avoidance or action of objection to an order upholding a request for avoidance filed under the provisions of the Bankruptcy Act or Civil Rehabilitation Act (Act No. 225 of 1999) is pending at the time of the commencement of Reorganization Proceedings, the respective court proceedings shall be discontinued.
(2) The provisions of Article 52-2, paragraphs (2) to (6) of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where court proceedings are discontinued pursuant to the provision of the preceding paragraph.
(Treatment of Cases Pending Before Administrative Agency)
Article 38 The provision of Article 53 of the Corporate Reorganization Act shall apply mutatis mutandis to a case relating to the property of a Cooperative Structured Financial Institution in Need of Reorganization that is pending before an administrative agency.
(Effect, etc. of Juridical Acts by Cooperative Structured Financial Institution in Need of Reorganization)
Article 39 The provisions of Article 54 to Article 59 of the Corporate Reorganization Act shall apply mutatis mutandis to the effect of acts performed after the commencement of Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, the phrase "property of the Company under Reorganization" in Article 54, paragraph (1), Article 55, paragraph (1) and Article 57, paragraph (2) of said Act shall be deemed to be replaced with "Property of Cooperative Structured Financial Institution in Need of Reorganization (meaning Property of Cooperative Structured Financial Institution in Need of Reorganization prescribed in Article 4, paragraph (14) of the Special Treatment Act)"; the phrase "or Registration or Provisional Registration with respect to the modification, or registration with respect to the establishment, transfer or modification of an enterprise mortgage" in Article 56, paragraph (2) of said Act shall be deemed to be replaced with "or Registration or Provisional Registration with respect to the modification"; and the term "Article 43, paragraph (1)" in Article 59 of said Act shall be deemed to be replaced with "Article 43, paragraph (1) as applied mutatis mutandis pursuant to Article 31 of the Special Treatment Act".
(Co-ownership)
Article 40 The provision of Article 60 of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where a Cooperative Structured Financial Institution in Need of Reorganization holds a property right jointly with another or other persons.
(Bilateral Contract)
Article 41 (1) The provisions of Article 61, paragraphs (1) to (4) and Article 62 of the Corporate Reorganization Act shall apply mutatis mutandis to a bilateral contract to which a Cooperative Structured Financial Institution in Need of Reorganization is a party.
(2) The provision of Article 54 of the Bankruptcy Act shall apply mutatis mutandis to the cases where a contract is cancelled under the provision of the Article 61 of the Corporate Reorganization Act as applied mutatis mutandis pursuant to the preceding paragraph. In this case, the term "bankruptcy creditor" in Article 54, paragraph (1) of the Bankruptcy Act shall be deemed to be replaced with "Reorganization Creditor (meaning Reorganization Creditor prescribed in Article 4, paragraph (9) of the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions (Act No. 95 of 1996))"; the term "the bankrupt" in paragraph (2) of said Article shall be deemed to be replaced with "Cooperative Structured Financial Institution in Need of Reorganization (meaning Cooperative Structured Financial Institution in Need of Reorganization prescribed in Article 4, paragraph (7) of the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions)"; the term "bankruptcy estate" shall be deemed to be replaced with "Property of Cooperative Structured Financial Institution in Need of Reorganization (meaning Property of Cooperative Structured Financial Institution in Need of Reorganization prescribed in paragraph (14) of said Article)"; and the phrase "holder of claim on the estate" shall be deemed to be replaced with "common benefit creditor."
(3) The provisions of Article 56, Article 58 and Article 59 of the Bankruptcy Act shall apply mutatis mutandis to the cases where Reorganization Proceedings for a Cooperative Structured Financial Institution are commenced. In this case, the phrase "Article 53, paragraphs (1) and (2)" in Article 56, paragraph (1) of said Act shall be deemed to be replaced with "Article 61, paragraphs (1) and (2) of the Corporate Reorganization Act (Act No. 154 of 2002) as applied mutatis mutandis pursuant to Article 41, paragraph (1) of the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions"; the term "the bankrupt" shall be deemed to be replaced with "Cooperative Structured Financial Institution in Need of Reorganization (meaning Cooperative Structured Financial Institution in Need of Reorganization prescribed in Article 4, paragraph (7) of the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions)"; the phrase "claim on the estate" in paragraph (2) of said Article shall be deemed to be replaced with "common benefit claim"; the phrase "commencement of bankruptcy proceedings" in Article 58, paragraph (1) of said Act shall be deemed to be replaced with "commencement of Reorganization Proceedings (meaning Reorganization Proceedings prescribed in Article 4, paragraph (1) of the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions)"; the term "bankruptcy creditor" in Article 54, paragraph (1) of said Act as applied mutatis mutandis pursuant to Article 58, paragraph (3) shall be deemed to be replaced with "Reorganization Creditor (meaning Reorganization Creditor prescribed in Article 4, paragraph (9) of the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions)"; the term "bankruptcy proceedings" in Article 59, paragraph (1) of said Act shall be deemed to be replaced with "Reorganization Proceedings (meaning Reorganization Proceedings prescribed in Article 4, paragraph (1) of the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions)"; and the phrase "The claim under the provision of the preceding paragraph shall belong to the bankruptcy estate if it is held by the bankrupt or shall be a "bankruptcy claim" if it is held by the counter party" in paragraph (2) of said Article shall be deemed to be replaced with "The claim under the provision of the preceding paragraph shall be a Reorganization Claim (meaning Reorganization Claim prescribed in Article 4, paragraph (8) of the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions) if it is held by the counter party".
(Right of Segregation)
Article 42 (1) The provision of Article 64, paragraph (1) of the Corporate Reorganization Act shall apply mutatis mutandis to a right to segregate, from the Cooperative Structured Financial Institution in Need of Reorganization, property that does not belong to the Cooperative Structured Financial Institution in Need of Reorganization.
(2) The provisions of Article 63 and Article 64 of the Bankruptcy Act shall apply mutatis mutandis to the cases where Reorganization Proceedings for a Cooperative Structured Financial Institution are commenced. In this case, the phrase "order of commencement of bankruptcy proceedings" in Article 63, paragraph (1) of said Act shall be deemed to be replaced with "Order of Commencement of Reorganization Proceedings (meaning Reorganization Proceedings prescribed in Article 4, paragraph (1) of the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions)"; the term "bankruptcy trustee" in said paragraph and Article 64 of said Act shall be deemed to be replaced with "trustee"; the phrase "Article 53, paragraphs (1) and (2)" in Article 63, paragraph (2) of said Act shall be deemed to be replaced with "Article 61, paragraphs (1) and (2) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 41, paragraph (1) of the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions"; the term "paragraph (1)" in paragraph (3) of said Article shall be deemed to be replaced with "the preceding two paragraphs"; the term "said paragraph" shall be deemed to be replaced with "paragraph (1)"; the term "the bankrupt" in Article 64, paragraph (1) of said Act shall be deemed to be replaced with "Cooperative Structured Financial Institution (meaning Cooperative Structured Financial Institution prescribed in Article 2, paragraph (2) of the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions)"; and the phrase "commencement of bankruptcy proceedings" shall be deemed to be replaced with "commencement of Reorganization Proceedings (meaning Reorganization Proceedings prescribed in Article 4, paragraph (1) of the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions)."
(Remuneration, etc. for Board Member, etc.)
Article 43 The provision of Article 66 of the Corporate Reorganization Act shall apply mutatis mutandis to any board member, inspector and liquidator of a Cooperative Structured Financial Institution in Need of Reorganization. In this case, the phrase "Article 361, paragraph (1) of the Companies Act" in paragraph (1) of said Article shall be deemed to be replaced with "Article 361, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 5-5 of the Act on Financial Businesses by Cooperative, Article 35-6 of the Shinkin Bank Act or Article 37-4 of the Labor Bank Act"; the phrase "the first sentence of Article 72, paragraph (4)" shall be deemed to be replaced with "the first sentence of Article 72(4) as applied mutatis mutandis pursuant to Article 45 of the Special Treatment Act"; and the phrase "Article 361, paragraphs (1) (including the cases where applied mutatis mutandis pursuant to Article 482, paragraph (4) of said Act) and (3), Article 379, paragraphs (1) and (2), Article 387, paragraphs (1) and (2) and Article 404, paragraph (3) of the Companies Act" in paragraph (2) of said Article shall be deemed to be replaced with "the provision of Article 361, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 5-5 or Article 6-2, paragraph (2) of the Act on Financial Businesses by Cooperative, Article 35-6 or Article 64 of the Shinkin Bank Act or Article 37-4 or Article 68 of the Labor Bank Act and Article 387, paragraphs (1) and (2) of the Companies Act as applied mutatis mutandis pursuant to Article 5-6 of the Act on Financial Businesses by Cooperative, Article 35-7 of the Shinkin Bank Act or Article 37-5 of the Labor Bank Act.
Subsection 3 Trustee
Division 1 Appointment and Supervision of Trustee
Article 44 The provisions of Article 67 to Article 71 of the Corporate Reorganization Act shall apply mutatis mutandis to a trustee in Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, the term "Article 100, paragraph (1)" in Article 67, paragraph (3) of said Act shall be deemed to be replaced with "Article 100, paragraph (1) as applied mutatis mutandis pursuant to Article 63 of the Special Treatment Act."
Division 2 Powers, etc. of Trustee
(Powers of Trustee)
Article 45 The provision of Article 72 of the Corporate Reorganization Act shall apply mutatis mutandis to the powers of a trustee in Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, the term "Article 61, paragraph (1)" in paragraph (2), item (iv) of said Article shall be deemed to be replaced with "Article 61, paragraph (1) as applied mutatis mutandis pursuant to Article 41, paragraph (1) of the Special Treatment Act"; the term "Article 64, paragraph (1)" in item (viii) of said paragraph shall be deemed to be replaced with "Article 64, paragraph (1) as applied mutatis mutandis pursuant to Article 42, paragraph (1) of the Special Treatment Act"; and the term "Article 10, paragraph (4)" in paragraph (7) of said Article shall be deemed to be replaced with "Article 10, paragraph (4) as applied mutatis mutandis pursuant to Article 10 of the Special Treatment Act."
(Administration of Business and Property of Cooperative Structured Financial Institution in Need of Reorganization)
Article 46 The provision of Article 73 of the Corporate Reorganization Act shall apply mutatis mutandis to the administration of the business and property of a Cooperative Structured Financial Institution in Need of Reorganization.
(Standing to Sue or be Sued, etc.)
Article 47 The provision of Article 74 of the Corporate Reorganization Act shall apply mutatis mutandis to action relating to the property of a Cooperative Structured Financial Institution in Need of Reorganization. In this case, "the first sentence of Article 72, paragraph (4)" in paragraphs (2) and (3) of said Article shall be deemed to be replaced with "the first sentence of Article 72, paragraph (4) as applied mutatis mutandis pursuant to Article 45 of the Special Treatment Act."
(Management of Postal Items, etc.)
Article 48 The provisions of Article 75 and Article 76 of the Corporate Reorganization Act shall apply mutatis mutandis to the management of postal items, etc. (meaning postal items or letter items prescribed in Article 2, paragraph (3) of the Act on Correspondence Delivery by Private Business Operators (Act No. 99 of 2002); the same shall apply hereinafter) that are addressed to a Cooperative Structured Financial Institution in Need of Reorganization. In this case, the phrase "the first sentence of Article 72, paragraph (4)" in Article 75, paragraph (3) of the Corporate Reorganization Act shall be deemed to be replaced with "the first sentence of Article 72, paragraph (4) as applied mutatis mutandis pursuant to Article 45 of the Special Treatment Act"; and the phrase "property of the Company under Reorganization" in Article 76, paragraph (2) of said Act shall be deemed to be replaced with "Property of Cooperative Structured Financial Institution in Need of Reorganization (meaning Property of Cooperative Structured Financial Institution in Need of Reorganization prescribed in Article 4, paragraph (14) of the Special Treatment Act)."
(Examination of Cooperative Structured Financial Institution in Need of Reorganization and Subsidiary)
Article 49 The provision of Article 77 of the Corporate Reorganization Act shall apply mutatis mutandis to the powers of a trustee in Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, the phrase "Article 2. item (iii) of the Companies Act" in paragraph (2) of said Article shall be deemed to be replaced with "Article 4, paragraph (1) of the Act on Financial Businesses by Cooperative, Article 32, paragraph (6) of the Shinkin Bank Act or Article 32, paragraph (5) of the Labor Bank Act."
(Trustee's Transactions for Itself)
Article 50 The provision of Article 78 of the Corporate Reorganization Act shall apply mutatis mutandis to transactions performed by a trustee in Reorganization Proceedings for a Cooperative Structured Financial Institution with the Cooperative Structured Financial Institution in Need of Reorganization.
(Restriction of Competition of Trustee)
Article 51 The provision of Article 79 of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where a trustee in Reorganization Proceedings for a Cooperative Structured Financial Institution intends to carry out a transaction in the line of business of a Cooperative Structured Financial Institution in Need of Reorganization on behalf of him/herself or a third party.
(Trustee's Duty of Care)
Article 52 The provision of Article 80 of the Corporate Reorganization Act shall apply mutatis mutandis to the duties of a trustee in Reorganization Proceedings for a Cooperative Structured Financial Institution.
(Trustee's Duty to Strive to Provide Information)
Article 52-2 A trustee shall strive to provide a person who has a right to claim salary or right to claim retirement allowance, both of which are Reorganization Claims, etc., with information necessary for their participation in the Reorganization Proceedings.
(Remuneration, etc. for Trustee)
Article 53 (1) A trustee may receive advance payments of expenses as well as remuneration determined by the Court.
(2) A trustee shall, after his/her appointment, obtain permission of the Court in order to accept any claims against a Cooperative Structured Financial Institution in Need of Reorganization, Converted Cooperative Structured Financial Institution, Converted Bank or Cooperative Structured Financial Institution or Stock Company established as specified in a Reorganization Plan or any interest in a Cooperative Structured Financial Institution in Need of Reorganization, Converted Cooperative Structured Financial Institution or a Cooperative Structured Financial Institution established as specified in a Reorganization Plan or any shares of a Converted Bank or a Stock Company established as specified in a Reorganization Plan, or assign these.
(3) A trustee may not receive payment of expenses and remuneration if he/she has conducted any act prescribed in the preceding paragraph without obtaining the permission set forth in said paragraph.
(4) An immediate appeal may be filed against an order made pursuant to the provision of paragraph (1).
(5) The provisions of the preceding paragraphs shall apply mutatis mutandis to a trustee representative and legal advisor set forth in Article 71 of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 44.
(Duty to Report upon Termination of Office, etc.)
Article 54 (1) A trustee, upon termination of his/her office, shall submit a report of account to the Court without delay.
(2) In the case referred to in the preceding paragraph, if there is a vacancy in the office of trustee, the report of account set forth in said paragraph, notwithstanding the provision of said paragraph, shall be submitted by a successor trustee.
(3) Upon the termination of a trustee's office, if there are pressing circumstances, the trustee or his/her successor shall take necessary measures until a successor trustee or the Cooperative Structured Financial Institution in Need of Reorganization is able to administer property.
(4) In cases where any of the events set forth in Article 234, items (ii) to (iv) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 150 occurs, except in the cases prescribed in Article 158-10, paragraph (6) or Article 158-13, a trustee shall pay common benefit claims; provided, however, that with regard to a common benefit claim which is in dispute in terms of its existence or nonexistence or its amount, a trustee shall make a statutory deposit of such payment in the interest of the person who holds such claim.
Division 3 Investigation on the Status of Property of Cooperative Structured Financial Institution in Need of Reorganization
(Evaluation of Property, etc.)
Article 55 The provisions of Article 83 and Article 84 of the Corporate Reorganization Act shall apply mutatis mutandis to the investigation on the status of property of a Cooperative Structured Financial Institution in Need of Reorganization. In this case, the term "Ordinance of the Ministry of Justice" in Article 83, paragraph (5) of said Act shall be deemed to be replaced with "Cabinet Office Ordinance"; the term "Article 99, paragraph (1)" in Article 84, paragraph (1), item (iii) of said Act shall be deemed to be replaced with "Article 99, paragraph (1) as applied mutatis mutandis pursuant to Article 62 of the Special Treatment Act"; and the term "Article 100, paragraph (1)" shall be deemed to be replaced with "Article 100, paragraph (1) as applied mutatis mutandis pursuant to Article 63 of the Special Treatment Act."
(Report to Meeting for Reporting the Status of Property)
Article 56 The provision of Article 85 of the Corporate Reorganization Act shall apply mutatis mutandis to a meeting of persons concerned for reporting the status of property of a Cooperative Structured Financial Institution in Need of Reorganization. In this case, the phrase "the items of paragraph (1) of the preceding Article" in paragraph (1) of said Article shall be deemed to be replaced with "the items of paragraph (1) of the preceding Article as applied mutatis mutandis pursuant to Article 55 of the Special Treatment Act"; and the term "Article 46, paragraph (3), item (iii)" in paragraph (3) of said Article shall be deemed to be replaced with "Article 33, paragraph (3), item (iii) of the Special Treatment Act."
Subsection 4 Right of Avoidance
(Avoidance of Acts Prejudicial to Reorganization Creditor, etc.)
Article 57 (1) The following acts (excluding acts concerning the provision of security or extinguishment of debt) may be avoided in the interest of the Property of Cooperative Structured Financial Institution in Need of Reorganization after the commencement of Reorganization Proceedings:
(i) An act conducted by the Cooperative Structured Financial Institution in Need of Reorganization while knowing that it would prejudice Reorganization Creditor, etc.; provided, however, that this shall not apply where the person who has benefited from said act did not know, at the time of the act, the fact that it would prejudice any Reorganization Creditor, etc.; and
(ii) An act that would prejudice Reorganization Creditor, etc. conducted by the Cooperative Structured Financial Institution in Need of Reorganization after the suspension of payments or the filing of a petition for commencement of Reorganization Proceedings, commencement of bankruptcy proceedings or commencement of rehabilitation proceedings (hereinafter referred to as "Suspension of Payments, etc." in this Article) took place; provided, however, that this shall not apply where the person who has benefited from said act did not know, at the time of the act, the fact that Suspension of Payments, etc. had taken place nor the fact that the act would prejudice any Reorganization Creditor, etc.
(2) With respect to an act concerning the extinguishment of debt conducted by the Cooperative Structured Financial Institution in Need of Reorganization, if the value of the performance received by the creditor exceeds the amount of the debt extinguished by said act, and said act satisfies any of the requirements listed in the items of the preceding paragraph, such act may be avoided in the interest of the Property of Cooperative Structured Financial Institution in Need of Reorganization after the commencement of Reorganization Proceedings only with regard to the part other than the part equivalent to the amount of the debt extinguished.
(3) Any gratuitous act, or any onerous act that should be deemed to be equal to such an act, conducted by the Cooperative Structured Financial Institution in Need of Reorganization after or within six months prior to Suspension of Payments, etc. may be avoided in the interest of the Property of Cooperative Structured Financial Institution in Need of Reorganization after the commencement of Reorganization Proceedings.
(Avoidance of Acts of Disposing of Property Conducted While Receiving Reasonable Value)
Article 57-2 (1) When the Cooperative Structured Financial Institution in Need of Reorganization, after conducting an act of disposing of its property, has received a reasonable value from the other party to said act, the act may be avoided in the interest of the Property of Cooperative Structured Financial Institution in Need of Reorganization after the commencement of Reorganization Proceedings, if it satisfies all of the following requirements:
(i) The act has the actual risk that the Cooperative Structured Financial Institution in Need of Reorganization would conceal, gratuitously convey or otherwise dispose of the property in a manner prejudicial to Reorganization Creditor, etc. (hereinafter referred to as "Concealment or Other Disposition" in this Article) by realizing real property or otherwise changing the type of property by way of such disposition;
(ii) The Cooperative Structured Financial Institution in Need of Reorganization, at the time of the act, had the intention of conducting Concealment or Other Disposition of the money or any other property that it received as a value for the act; and
(iii) The other party, at the time of the act, knew that the Cooperative Structured Financial Institution in Need of Reorganization had the intention of conducting Concealment or Other Disposition set forth in the preceding item.
(2) For the purpose of application of the provision of the preceding paragraph, if the other party to the act in question is a board member, inspector, accounting auditor (when the accounting auditor is a juridical person, including any member who is supposed to carry out that juridical person's duties) or liquidator of a Cooperative Structured Financial Institution in Need of Reorganization, the other party shall be presumed to have known, at the time of the act, that the Cooperative Structured Financial Institution in Need of Reorganization had the intention of conducting Concealment or Other Disposition set forth in item (ii) of said paragraph.
(Avoidance of Provision of Security, etc. to Specific Creditors)
Article 57-3 (1) The following acts (limited to acts concerning the provision of security or extinguishment of debt conducted with regard to an existing debt) may be avoided in the interest of the Property of Cooperative Structured Financial Institution in Need of Reorganization after the commencement of Reorganization Proceedings:
(i) An act conducted by the Cooperative Structured Financial Institution in Need of Reorganization after it became unable to pay debts (the condition in which the Cooperative Structured Financial Institution in Need of Reorganization, due to the lack of ability to pay, is generally and continuously unable to pay its debts as they become due; hereinafter the same shall apply in this Article) or a petition for commencement of Reorganization Proceedings, commencement of bankruptcy proceedings or commencement of rehabilitation proceedings was filed (hereinafter referred to as the "filing of a petition for commencement of Reorganization Proceedings, etc." in this Article); provided, however, that this shall apply only where the creditor, at the time of the act, knew either of the facts set forth in sub-item (a) or (b) below for the cases listed in sub-item (a) or (b), respectively:
(a) Where the act was conducted after the Cooperative Structured Financial Institution in Need of Reorganization became unable to pay debts: The fact that the Cooperative Structured Financial Institution in Need of Reorganization was unable to pay debts or suspended payments.
(b) Where the act was conducted after a petition for commencement of Reorganization Proceedings, etc. was filed: The fact that a petition for commencement of Reorganization Proceedings, etc. was filed.
(ii) An act that is not included in the scope of the obligation of the Cooperative Structured Financial Institution in Need of Reorganization in terms of the act itself or the time of performance of the act, which was conducted within 30 days before the Cooperative Structured Financial Institution in Need of Reorganization became unable to pay debts; provided, however, that this shall not apply if the creditor did not know, at the time of the act, the fact that it would prejudice other Reorganization Creditor, etc.
(2) For the purpose of application of the provision of item (i) of the preceding paragraph, in the following cases, the creditor shall be presumed to have known, at the time of the act set forth in said item, either of the facts set forth in sub-item (a) or (b) below for the cases listed in sub-item (a) or (b), respectively (in the case set forth in sub-item (a) of said item, both the facts that the Cooperative Structured Financial Institution in Need of Reorganization was unable to pay debts and that the Cooperative Structured Financial Institution in Need of Reorganization suspended payments):
(i) Where the creditor is a board member, inspector, accounting auditor (when the accounting auditor is a juridical person, including any member who is supposed to carry out that juridical person's duties) or liquidator of the Cooperative Structured Financial Institution in Need of Reorganization; or
(ii) Where the act set forth in item (i) of the preceding paragraph is not included in the scope of the obligation of the Cooperative Structured Financial Institution in Need of Reorganization in terms of the act itself or the method or time of performance of the act.
(3) For the purpose of application of the provisions of the items of paragraph (1), after the suspension of payments took place (limited to suspension that took place within one year prior to the filing of a petition for commencement of Reorganization Proceedings, etc.), the Cooperative Structured Financial Institution in Need of Reorganization shall be presumed to have been unable to pay debts.
(Exceptions to Payment of Debts on Negotiable Instrument, etc.)
Article 58 (1) The provision of paragraph (1), item (i) of the preceding Article shall not apply where a person who has received payment of a negotiable instrument from the Cooperative Structured Financial Institution in Need of Reorganization would lose his/her right on the negotiable instrument against one or more debtors on the negotiable instrument unless he/she receives such payment.
(2) In the case referred to in the preceding paragraph, if the final obligor for redemption or the person who had entrusted the drawing of the negotiable instrument knew or was negligent in not knowing, at the time of drawing, the fact that Suspension of Payments, etc. had taken place, a trustee may have these persons redeem the money paid by the Cooperative Structured Financial Institution in Need of Reorganization to them.
(3) The provision of paragraph (1) of the preceding Article shall not apply to any act concerning the provision of security or extinguishment of debt, which is conducted by the Cooperative Structured Financial Institution in Need of Reorganization with regard to a Right to Claim Tax, etc. (excluding a claim for Foreign Tax Subject to Mutual Assistance prescribed in Article 11, paragraph (1) of the Act on Special Provisions, etc. of the Income Tax Act, the Corporation Tax Act and the Local Tax Act Incidental to Enforcement of Tax Treaties, etc. (Act No. 46 of 1969; hereinafter referred to as the "Act on Special Provisions for Enforcement of Tax Treaties, etc."); this tax shall hereinafter be referred to as a "Foreign Tax Subject to Mutual Assistance") or a right to claim a fine, etc. arising prior to the commencement of Reorganization Proceedings prescribed in Article 84, item (ii) for the person who has the power to collect the tax, etc. or fine.
(Avoidance of Requirements of Perfection of Changes in Rights)
Article 59 (1) Where an act necessary for duly asserting the establishment, transfer or modification of a right against a third party (including a provisional registration or Provisional Registration) was conducted after Suspension of Payments, etc. took place, such act may be avoided if it was conducted after 15 days had elapsed since the date of establishment, transfer or modification of the right, while knowing that Suspension of Payments, etc. had taken place; provided, however, that this shall not apply to a definitive registration or Definitive Registration based on prior unavoidable provisional registration or Provisional Registration.
(2) The provision of the preceding paragraph shall apply mutatis mutandis to a Registration based on which the acquisition of a right shall become effective.
(Effect, etc. of the Exercise of Right of Avoidance)
Article 60 The provisions of Article 89 to Article 98 of the Corporate Reorganization Act shall apply mutatis mutandis to the right of avoidance in Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, the term "Article 86, paragraph (3)" in Article 90 and Article 91, paragraph (2) of said Act shall be deemed to be replaced with "Article 57, paragraph (3) of the Special Treatment Act"; the phrase "property of the Company under Reorganization" in paragraph (1) of said Article and Article 91-2, paragraphs (1), (2) and (4) and Article 94, paragraph (3) of said Act shall be deemed to be replaced with "Property of Cooperative Structured Financial Institution in Need of Reorganization (meaning Property of Cooperative Structured Financial Institution in Need of Reorganization prescribed in Article 4, paragraph (14) of the Special Treatment Act)"; the phrase "Article 86, paragraph (1) or (3) or Article 86-2, paragraph (1)" in Article 91-2, paragraphs (1) and (4) of said Act shall be deemed to be replaced with "Article 57, paragraph (1) or (3) or Article 57-2, paragraph (1) of the Special Treatment Act"; the phrase "any of the persons listed in the items of Article 86-2, paragraph (2)" in paragraph (3) of said Article and Article 93, paragraph (1), item (ii) of said Act shall be deemed to be replaced with "board member, inspector, accounting auditor (when the accounting auditor is a juridical person, including any member who is supposed to carry out that juridical person's duties) or liquidator of the Cooperative Structured Financial Institution in Need of Reorganization"; the term "Article 86-3, paragraph (1)" in Article 92 of said Act shall be deemed to be replaced with "Article 57-3, paragraph (1) of the Special Treatment Act"; the term "Article 39-2, paragraph (1)" in Article 94, paragraph (1) in said Act shall be deemed to be replaced with "Article 29-2, paragraph (1) of the Special Treatment Act"; the term "Article 44, paragraph (2)" in said paragraph and paragraph (3) of said Article shall be deemed to be replaced with "Article 44, paragraph (2) as applied mutatis mutandis pursuant to Article 31 of the Special Treatment Act"; the term "Article 39-2, paragraph (2)" in said paragraph shall be deemed to be replaced with "Article 39-2, paragraph (2) as applied mutatis mutandis pursuant to Article 29-2, paragraph (2) of the Special Treatment Act"; the phrase "the main clause of Article 10, paragraph (3)" in Article 96, paragraph (4) of said Act shall be deemed to be replaced with "the main clause of Article 10, paragraph (3) as applied mutatis mutandis pursuant to Article 10 of the Special Treatment Act"; the phrase "Article 234, item (ii) or (v)" in Article 97, paragraph (6) of said Act shall be deemed to be replaced with "Article 234, item (ii) or (v) as applied mutatis mutandis pursuant to Article 150 of the Special Treatment Act"; and the term "Article 52, paragraph (4)" shall be deemed to be replaced with "Article 52, paragraph (4) as applied mutatis mutandis pursuant to Article 37 of the Special Treatment Act."
Article 61 Deleted
Subsection 5 Pursuing the Liabilities of Officers, etc. of Cooperative Structured Financial Institution in Need of Reorganization
(Temporary Restraining Order upon Property of Officers, etc.)
Article 62 The provision of Article 99 of the Corporate Reorganization Act (excluding item (ii) of paragraph (1)) shall apply mutatis mutandis to a temporary restraining order in cases where an Order of Commencement of Reorganization Proceedings for a Cooperative Structured Financial Institution is made. In this case, the phrase "incorporator, Director at Incorporation, Auditor at Incorporation" in paragraph (1), item (i) of said Article shall be deemed to be replaced with "incorporator"; the phrase "officer, etc. (excluding its auditor at incorporation, accounting advisor, company auditor, accounting auditor and liquidator)" in item (ii) of said paragraph shall be deemed to be replaced with "board member"; the phrase "Article 52, paragraph (1), Article 52-2, paragraph (1) or (2), Article 103, paragraph (2), Article 213, paragraph (1), Article 213-3, paragraph (1), Article 286, paragraph (1) or Article 286-3, paragraph (1) of the Companies Act" in said item shall be deemed to be replaced with "Article 213-3, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 14, paragraph (2) of the Act on Preferred Equity Investment by Cooperative Structured Financial Institution (Act No. 44 of 1993); and the phrase "the main clause of Article 10, paragraph (3)" in paragraph (5) of said Article shall be deemed to be replaced with "the main clause of Article 10, paragraph (3) as applied mutatis mutandis pursuant to Article 10 of the Special Treatment Act. "
(Petition, etc. for Assessment of Liability of Officers, etc.)
Article 63 The provisions of Article 100 to Article 103 of the Corporate Reorganization Act shall apply mutatis mutandis to the assessment of right to claim prescribed in the items of Article 99, paragraph (1) of said Act as applied mutatis mutandis pursuant to the preceding Article. In this case, the phrase "the items of paragraph (1) of the preceding Article" in Article 100, paragraph (1) of said Act shall be deemed to be replaced with "the items of paragraph (1) of the preceding Article as applied mutatis mutandis pursuant to Article 62 of the Special Treatment Act"; and the phrase "the main clause of Article 10, paragraph (3)" in Article 101, paragraph (3) of said Act shall be deemed to be replaced with "the main clause of Article 10, paragraph (3) as applied mutatis mutandis pursuant to Article 10 of the Special Treatment Act."
Subsection 6 Request, etc. for Extinguishment of Security Interest
Division 1 Request for Extinguishment of Security Interest
(Order of Permission for Extinguishment of Security Interest, Request for Valuation, etc.)
Article 64 The provisions of Article 104 to Article 112 of the Corporate Reorganization Act shall apply mutatis mutandis to the extinguishment of security interest in Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, the phrase "the main clause of Article 10, paragraph (3)" in Article 104, paragraphs (4) and (6), Article 106, paragraph (6) and Article 111, paragraph (5) of said Act shall be deemed to be replaced with "the main clause of Article 10, paragraph (3) as applied mutatis mutandis pursuant to Article 10 of the Special Treatment Act"; the phrase "the first sentence of Article 72, paragraph (4)" in Article 109 and Article 111, paragraph (6) of said Act shall be deemed to be replaced with "the first sentence of Article 72, paragraph (4) as applied mutatis mutandis pursuant to Article 45 of the Special Treatment Act"; and the term "Article 138, paragraph (1)" in paragraph (3) of said Article shall be deemed to be replaced with "Article 138, paragraph (1) as applied mutatis mutandis pursuant to Article 81 of the Special Treatment Act."
Division 2 Statutory Deposit of Pledge on Claim by Third Party Debtor
Article 65 The provision of Article 113 of the Corporate Reorganization Act shall apply mutatis mutandis to a debtor of the monetary claim that is the subject matter of the pledge pertaining to a Secured Reorganization Claim in Reorganization Proceedings for a Cooperative Structured Financial Institution.
Subsection 7 Meeting of Persons Concerned
Article 66 The provisions of Article 114 to Article 116 of the Corporate Reorganization Act shall apply mutatis mutandis to a meeting of persons concerned in Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, the term "Article 117, paragraph (2)" in Article 114, paragraph (1), item (ii) of said Act shall be deemed to be replaced with "Article 67, paragraph (1) of the Special Treatment Act"; the term "Article 117, paragraph (6)" in item (iii) of said paragraph shall be deemed to be replaced with "Article 67, paragraph (2) of the Special Treatment Act"; the phrase "shareholders' committee prescribed in Article 117, paragraph (7)" in item (iv) of said paragraph shall be deemed to be replaced with "Committee of Partners, etc. prescribed in Article 67, paragraph (3) of the Special Treatment Act"; the phrase "holds one-tenth or more of the voting rights of all shareholders" in item (vi) of said paragraph shall be deemed to be replaced with "is specified in the items of Article 15, paragraph (3) of the Special Treatment Act of a Cooperative Structured Financial Institution in Need of Reorganization, according to the type"; the term "Article 42, paragraph (2)" in Article 115, paragraph (1) of said Act shall be deemed to be replaced with "Article 42, paragraph (2) as applied mutatis mutandis pursuant to Article 31 of the Special Treatment Act"; and the term "Article 46, paragraph (3), item (iii)" in paragraph (3) of said Article shall be deemed to be replaced with "Article 33, paragraph (3), item (iii) of the Special Treatment Act."
Subsection 8 Reorganization Creditors Committee and Reorganization Creditors' Representatives, etc.
(Reorganization Creditors Committee, etc.)
Article 67 (1) The provision of Article 117, paragraph (1) of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where there is a committee consisting of Reorganization Creditors in Reorganization Proceedings for a Cooperative Structured Financial Institution, and the provisions of paragraphs (2) to (5) of said Article shall apply mutatis mutandis to the cases where there is a committee approved pursuant to the provision of paragraph (1) of said Article as applied mutatis mutandis pursuant to this paragraph (hereinafter referred to as "Reorganization Creditors Committee" in this Chapter). In this case, the phrase "the first sentence of Article 72, paragraph (4)" in paragraph (3) of said Article shall be deemed to be replaced with "the first sentence of Article 72, paragraph (4) as applied mutatis mutandis pursuant to Article 45 of the Special Treatment Act"; and the phrase "property of the Company under Reorganization" in paragraph (4) of said Article shall be deemed to be replaced with "Property of Cooperative Structured Financial Institution in Need of Reorganization (meaning Property of Cooperative Structured Financial Institution in Need of Reorganization prescribed in Article 4, paragraph (14) of the Special Treatment Act)."
(2) The provision of Article 117, paragraph (1) of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where there is a committee consisting of Secured Reorganization Creditors in Reorganization Proceedings for a Cooperative Structured Financial Institution, and the provisions of paragraphs (2) to (5) of said Article shall apply mutatis mutandis to the cases where there is a committee approved pursuant to the provision of paragraph (1) of said Article as applied mutatis mutandis pursuant to this paragraph (hereinafter referred to as "Secured Reorganization Creditors Committee" in this Chapter). In this case, the phrase "the first sentence of Article 72, paragraph (4)" in paragraph (3) of said Article shall be deemed to be replaced with "the first sentence of Article 72, paragraph (4) as applied mutatis mutandis pursuant to Article 45 of the Special Treatment Act"; and the phrase "property of the Company under Reorganization" in paragraph (4) of said Article shall be deemed to be replaced with "Property of Cooperative Structured Financial Institution in Need of Reorganization (meaning Property of Cooperative Structured Financial Institution in Need of Reorganization prescribed in Article 4, paragraph (14) of the Special Treatment Act)."
(3) The provision of Article 117, paragraph (1) of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where there is a committee consisting of Partners, etc. in Reorganization Proceedings for a Cooperative Structured Financial Institution, and the provisions of paragraphs (2) to (5) of said Article shall apply mutatis mutandis to the cases where there is a committee approved pursuant to the provision of paragraph (1) of said Article as applied mutatis mutandis pursuant to this paragraph (hereinafter referred to as "Committee of Partners, etc." in this Chapter). In this case, the phrase "the first sentence of Article 72, paragraph (4)" in paragraph (3) of said Article shall be deemed to be replaced with "the first sentence of Article 72, paragraph (4) as applied mutatis mutandis pursuant to Article 45 of the Special Treatment Act"; and the phrase "property of the Company under Reorganization" in paragraph (4) of said Article shall be deemed to be replaced with "Property of Cooperative Structured Financial Institution in Need of Reorganization (meaning Property of Cooperative Structured Financial Institution in Need of Reorganization prescribed in Article 4(14) of the Special Treatment Act)."
(Hearing of Opinions, etc. of the Reorganization Creditors Committee)
Article 68 The provisions of Article 118 to Article 120 of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where there is a Reorganization Creditors Committee in Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, the phrase "the first sentence of Article 72, paragraph (4)" in Article 118, paragraph (1) of said Act shall be deemed to be replaced with "the first sentence of Article 72, paragraph (4) as applied mutatis mutandis pursuant to Article 45 of the Special Treatment Act"; the phrase "Article 83, paragraph (3) or (4) or Article 84" in Article 119, paragraph (1) of said Act shall be deemed to be replaced with "Article 83, paragraph (3) or (4) or Article 84 as applied mutatis mutandis pursuant to Article 55 of the Special Treatment Act"; the term "Article 12, paragraph (1)" in paragraph (2) of said Article shall be deemed to be replaced with "Article 12, paragraph (1) as applied mutatis mutandis pursuant to Article 11 of the Special Treatment Act"; the term "Article 84, paragraph (2)" in Article 120 of said Act shall be deemed to be replaced with "Article 84, paragraph (2) as applied mutatis mutandis pursuant to Article 55 of the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institution."
(Application Mutatis Mutandis to Secured Reorganization Creditors Committee and Committee of Partners, etc.)
Article 69 The provisions of Article 118 to Article 120 of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where there is a Secured Reorganization Creditors Committee or Committee of Partners, etc. in Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, the phrase "the first sentence of Article 72, paragraph (4)" in Article 118, paragraph (1) of said Act shall be deemed to be replaced with "the first sentence of Article 72, paragraph (4) as applied mutatis mutandis pursuant to Article 45 of the Special Treatment Act"; the phrase "Article 83, paragraph (3) or (4) or Article 84" in Article 119, paragraph (1) of said Act shall be deemed to be replaced with "Article 83, paragraph (3) or (4) or Article 84 as applied mutatis mutandis pursuant to Article 55 of the Special Treatment Act"; the term "Article 12, paragraph (1)" in paragraph (2) of said Article shall be deemed to be replaced with "Article 12, paragraph (1) as applied mutatis mutandis pursuant to Article 11 of the Special Treatment Act"; and the term "Article 84, paragraph (2)" in Article 120 of said Act shall be deemed to be replaced with "Article 84, paragraph (2) as applied mutatis mutandis pursuant to Article 55 of the Special Treatment Act."
(Reorganization Creditors' Representative)
Article 70 The provisions of Article 122 and Article 123 of the Corporate Reorganization Act shall apply mutatis mutandis to the appointment of a Reorganization Creditors' representative in Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, the phrase "property of the Company under Reorganization" in paragraph (5) of said Article shall be deemed to be replaced with "Property of Cooperative Structured Financial Institution in Need of Reorganization (meaning Property of Cooperative Structured Financial Institution in Need of Reorganization prescribed in Article 4, paragraph (14) of the Special Treatment Act)."
(Compensation, etc.)
Article 71 The provision of Article 124 of the Corporate Reorganization Act shall apply mutatis mutandis to the reimbursement of expenses and payment of compensation in Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, the phrase "property of the Company under Reorganization" in paragraph (1) of said Article shall be deemed to be replaced with "Property of Cooperative Structured Financial Institution in Need of Reorganization (meaning Property of Cooperative Structured Financial Institution in Need of Reorganization prescribed in Article 4(14) of the Special Treatment Act)."
Subsection 9 Examination Order
(Examination Order)
Article 72 (1) After the commencement of Reorganization Proceedings, the Court, when it finds it necessary, upon the petition of an interested person or by its own authority, may make a disposition to order an examination or a statement of opinion by an examiner directed to some or all of the following matters:
(i) Whether or not there are circumstances that require a temporary restraining order under the provision of Article 99, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 62 or Ruling Evaluating Subject Officers' Liability prescribed in Article 100, paragraph (1) of said Act as applied mutatis mutandis pursuant to Article 63 and the necessity of such order or ruling;
(ii) Whether or not the balance sheet and inventory of assets prepared by the trustee are appropriate, and whether or not the trustee's report on the status of the administration of the business and property of the Cooperative Structured Financial Institution in Need of Reorganization and any other matters ordered by the Court are appropriate;
(iii) Whether or not the proposed Reorganization Plan or Reorganization Plan is appropriate; and
(iv) Any other matters requiring an examination or a statement of opinion by the examiner relating to the Reorganization Case.
(2) The Court, when making the disposition set forth in the preceding paragraph (hereinafter referred to as an "Examination Order" in this Chapter), in the Examination Order, shall appoint one or more examiners and specify the matters that should be subject to an examination or a statement of opinion by the examiner(s) and the period during which they should make the report or statement to the Court.
(3) The provisions of Article 125, paragraphs (3) to (6) of the Corporate Reorganization Act shall apply mutatis mutandis to an Examination Order in Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, the phrase "the main clause of Article 10, paragraph (3)" in said paragraph shall be deemed to be replaced with "the main clause of Article 10, paragraph (3) as applied mutatis mutandis pursuant to Article 10 of the Special Treatment Act."
(Application Mutatis Mutandis of the Provisions on Trustee to Examiner)
Article 73 The provisions of Article 53, paragraphs (1) to (4) and the provisions of Article 67, paragraph (2), Article 68, the main clause of Article 69, paragraph (1), Article 77 and Article 80 of the Corporate Reorganization Act shall apply mutatis mutandis to an examiner in Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, the phrase "Article 2, item (iii) of the Companies Act" in Article 77, paragraph (2) of said Act shall be deemed to be replaced with "Article 4, paragraph (1) of the Act on Financial Businesses by Cooperative, Article 32, paragraph (6) of the Shinkin Bank Act or Article 32, paragraph (5) of the Labor Bank Act."
Section 4 Common Benefit Claims and Post Commencement Claims
Subsection 1 Common Benefit Claims
(Rights to Claim in the Scope of Common Benefit Claims)
Article 74 The following rights to claim shall be common benefit claims:
(i) Right to claim expenses for court proceedings for the common interest of Reorganization Creditor, etc. and Partners, etc.;
(ii) Right to claim expenses for the management of the business and the administration and disposition of the property of the Cooperative Structured Financial Institution in Need of Reorganization after the commencement of Reorganization Proceedings;
(iii) Right to claim expenses for the execution of a Reorganization Plan (excluding one arising after the close of Reorganization Proceedings);
(iv) Right to claim expenses, remuneration and compensation payable under the provisions of Article 53, paragraph (1) (including the cases where applied mutatis mutandis pursuant to Article 24, paragraph (1), Article 28, Article 53, paragraph (5) and the preceding Article), the provision of Article 117, paragraph (4) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 67, the provision of Article 123, paragraph (5) of said Act as applied mutatis mutandis pursuant to Article 70, the provision of Article 124, paragraph (1) of said Act as applied mutatis mutandis pursuant to Article 71, and the provision of Article 162 of said Act as applied mutatis mutandis pursuant to Article 88;
(v) Right to claim arising from the borrowing of funds or any other act conducted by the trustee or Cooperative Structured Financial Institution in Need of Reorganization (limited to cases where authorities of the Cooperative Structured Financial Institution in Need of Reorganization pursuant to the provision of the first sentence of Article 72, paragraph (4) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 45 restored its powers) with respect to the business and property of the Cooperative Structured Financial Institution in Need of Reorganization;
(vi) Right to claim arising against the Cooperative Structured Financial Institution in Need of Reorganization after the commencement of Reorganization Proceedings from management without mandate or unjust enrichment; and
(vii) Right to claim unavoidable expenses that should be paid for the interest of the Cooperative Structured Financial Institution in Need of Reorganization, which has arisen after the commencement of Reorganization Proceedings (excluding those listed in the preceding items).
(Borrowings, etc. Prior to Commencement)
Article 75 (1) A right to claim arising from the borrowing of funds or any other act conducted by a provisional administrator as empowered with respect to the business and property of the Pre-commencement Cooperative Structured Financial Institution shall be a common benefit claim.
(2) Where a Pre-commencement Cooperative Structured Financial Institution (excluding one for which a provisional administrator is appointed; hereinafter the same shall apply in this paragraph and paragraph (4)), after a petition for commencement of Reorganization Proceedings is filed and before Reorganization Proceedings are commenced, borrows funds or conducts any other act indispensable for the continuation of business of the Pre-commencement Cooperative Structured Financial Institution, the Court may grant permission to the effect that the other party's right to claim arising from such act shall be a common benefit claim.
(3) The Court may empower a supervisor to give approval in lieu of the permission set forth in the preceding paragraph.
(4) When the Pre-commencement Cooperative Structured Financial Institution has conducted any of the acts prescribed in paragraph (2) with the permission set forth in paragraph (2) or approval set forth in the preceding paragraph, the other party's right to claim arising from such act shall be a common benefit claim.
(Income Tax, etc. Withheld at Source)
Article 76 A right to claim income tax, consumption tax, liquor tax, tobacco tax, gasoline tax, local gasoline tax, liquefied petroleum gas tax, petroleum and coal tax and local consumption tax withheld at source, prefectural tobacco tax (including tobacco tax imposed by the Tokyo metropolitan government) and municipal tobacco tax (including tobacco tax imposed in special wards) collected by method of self-assessment and payment, and local tax that should be collected and paid by a person under obligation of special collection, arising from a cause that has occurred prior to the commencement of Reorganization Proceedings against a Cooperative Structured Financial Institution in Need of Reorganization, for which, by the time of the commencement of Reorganization Proceedings, the due date of payment has not yet arrived shall be a common benefit claim.
(Salaries for Employees, etc.)
Article 77 (1) Where an Order of Commencement of Reorganization Proceedings for a Cooperative Structured Financial Institution is made, a right to claim salaries for employees of said Cooperative Structured Financial Institution for six months preceding the commencement of Reorganization Proceedings and a right to claim the refund of the fidelity guarantee deposit of employees of said Cooperative Structured Financial Institution arising from a cause that has occurred prior to the commencement of Reorganization Proceedings shall be a common benefit claim.
(2) In the case prescribed in the preceding paragraph, a right to claim the retirement allowance of an employee of said Cooperative Structured Financial Institution who has retired prior to the order of confirmation of the Reorganization Plan shall be a common benefit claim for an amount equivalent to the total amount of the employee's salary for the six months preceding retirement or for an amount equivalent to one-third of the amount of the retirement allowance, whichever is larger.
(3) Notwithstanding the provision of said paragraph, the right to claim retirement allowance set forth in the preceding paragraph which is a claim for periodic payments shall be a common benefit claim for an amount equivalent to one-third of the amount of the periodic payments in each period.
(4) The preceding two paragraphs shall not apply to the right to claim retirement allowance deemed as a common benefit claim pursuant to the provision of Article 74.
(5) In the case prescribed in paragraph (1), a right to claim the return of a deposit of an employee of said Cooperative Structured Financial Institution arising from a cause that has occurred prior to the commencement of Reorganization Proceedings shall be a common benefit claim for an amount equivalent to the total amount of the employee's salary for six months preceding the commencement of Reorganization Proceedings or for an amount equivalent to one-third of the amount of the deposit, whichever is larger.
(Treatment of Common Benefit Claims)
Article 78 The provisions of Article 132 and Article 133 of the Corporate Reorganization Act shall apply mutatis mutandis to the treatment of a common benefit claim in Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, the phrase "the first sentence of Article 72, paragraph (4)" in Article 132, paragraph (3) of said Act shall be deemed to be replaced with "the first sentence of Article 72, paragraph (4) as applied mutatis mutandis pursuant to Article 45 of the Special Treatment Act"; and the phrase "property of the Company under Reorganization" in Article 133, paragraph (1) of said Act shall be deemed to be replaced with "Property of Cooperative Structured Financial Institution in Need of Reorganization (meaning Property of Cooperative Structured Financial Institution in Need of Reorganization prescribed in Article 4, paragraph (14) of the Special Treatment Act)."
Subsection 2 Post Commencement Claims
Article 79 (1) A right to claim property arising from a cause that has occurred after the commencement of rehabilitation proceedings (excluding one that is a common benefit claim or Reorganization Claim, etc.) shall be a post commencement claim.
(2) The provisions of Article 134, paragraphs (2) and (3) of the Corporate Reorganization Act shall apply mutatis mutandis to a post commencement claim in Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, the phrase ", exercise of security interest and exercise of an enterprise mortgage" in said paragraph shall be deemed to be replaced with "and exercise of security interest."
Section 5 Reorganization Creditors and Secured Reorganization Creditors
Subsection 1 Participation of Reorganization Creditors and Secured Reorganization Creditors in Proceedings
Article 80 (1) The provisions of Article 135, paragraph (1), Article 136 and Article 137 of the Corporate Reorganization Act shall apply mutatis mutandis to, in Reorganization Proceedings for a Cooperative Structured Financial Institution, the participation of Reorganization Creditor, etc. in Reorganization Proceedings. In this case, the term "Article 142, item (ii)" in Article 136, paragraph (2), item (v) of said Act shall be deemed to be replaced with "Article 84(ii) of the Special Treatment Act."
(2) The provisions of Article 104 and Article 105 of the Bankruptcy Act shall apply mutatis mutandis to the exercise of rights by a Reorganization Creditor, etc. in cases where Reorganization Proceedings for a Cooperative Structured Financial Institution are commenced. In this case, the phrase "commencement of bankruptcy proceedings" in Article 104 and Article 105 of said Act shall be deemed to be replaced with "commencement of Reorganization Proceedings (meaning Reorganization Proceedings prescribed in Article 4, paragraph (1) of the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions)"; the phrase "in bankruptcy proceedings " in Article 104, paragraphs (1), (3) and (4) and Article 105 of said Act shall be deemed to be replaced with "in Reorganization Proceedings (meaning Reorganization Proceedings prescribed in Article 4, paragraph (1) of the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions)"; the term "the bankrupt" in the provisions of Article 104, paragraphs (3) to (5) of said Act shall be deemed to be replaced with "Cooperative Structured Financial Institution in Need of Reorganization (meaning Cooperative Structured Financial Institution in Need of Reorganization prescribed in Article 4, paragraph (7) of the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions)"; and the term "bankruptcy creditor" in paragraph (4) of said Article shall be deemed to be replaced with "Reorganization Creditor, etc. (meaning Reorganization Creditor, etc. prescribed in Article 4, paragraph (13) of the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions)."
(3) Notwithstanding the provisions of Article 135, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to paragraph (1), in order to participate in Reorganization Proceedings by reason of a claim for a Foreign Tax Subject to Mutual Assistance, a Decision of Implementation of Mutual Assistance (meaning the Decision of Implementation of Mutual Assistance prescribed in Article 11, paragraph (1) of the Act on Special Provisions for Enforcement of Tax Treaties, etc.; the same shall apply in Article 247, paragraph (3)) shall be required.
Subsection 2 Filing of Proofs of Reorganization Claims and Secured Reorganization Claims
(Filing of Proofs of Reorganization Claims, etc.)
Article 81 The provisions of Article 138 and Article 139 of the Corporate Reorganization Act shall apply mutatis mutandis to the filing of proofs of Reorganization Claims, etc. in Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, the term "Article 42, paragraph (1)" in Article 138, paragraph (1) of said Act shall be deemed to be replaced with "Article 42, paragraph (1) as applied mutatis mutandis pursuant to Article 31 of the Special Treatment Act."
(Special Provisions on Filing of Proofs of Right to Claim Retirement Allowance)
Article 82 The provisions of Article 140, paragraphs (1) and (2) of the Corporate Reorganization Act shall apply mutatis mutandis to the right to claim the retirement allowance of any board member, inspector, Representative Board Member, liquidator, representative liquidator or employee of a Cooperative Structured Financial Institution in Need of Reorganization. In this case, the term "Article 138, paragraph (1)" in said paragraph shall be deemed to be replaced with "Article 138, paragraph (1) as applied mutatis mutandis pursuant to Article 81 of the Special Treatment Act."
(Change of Name of Holder of Filed Claim)
Article 83 The provision of Article 141 of the Corporate Reorganization Act shall apply mutatis mutandis to a person who has acquired a filed Reorganization Claim, etc. in Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, the term "Article 138, paragraph (1)" in said Article shall be deemed to be replaced with "Article 138, paragraph (1) as applied mutatis mutandis pursuant to Article 81 of the Special Treatment Act."
(Filing of Proofs of Right to Claim Tax, etc.)
Article 84 A person who holds the following rights to claim shall file a proof to the Court, without delay, with regard to the amount and cause of such right to claim, the content of any security interest, and if the right to claim in question is a claim for a Foreign Tax Subject to Mutual Assistance, a statement to that effect:
(i) Right to Claim Tax, etc.; and
(ii) Right to claim fines, etc. arising prior to the commencement of Reorganization Proceedings (meaning the right to claim a fine, petty fine, court costs for a criminal case, collection of equivalent value or non-penal fine arising prior to the commencement of Reorganization Proceedings that does not fall under the category of a common benefit claim).
Article 85 Deleted
Subsection 3 Investigation and Determination of Reorganization Claims and Secured Reorganization Claims
Division 1 Investigation of Reorganization Claims and Secured Reorganization Claims
(Preparation, etc. of Schedule of Reorganization Creditors and Schedule of Secured Reorganization Creditors)
Article 86 (1) A court clerk shall prepare a schedule of Reorganization Creditors and a schedule of Secured Reorganization Creditors with regard to filed Reorganization Claims, etc.
(2) In the schedule of Reorganization Creditors set forth in the preceding paragraph, for each Reorganization Claim, the matters listed in Article 138, paragraph (1), items (i) to (iii) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 81, and any other matters specified by the Rules of the Supreme Court shall be entered.
(3) In the schedule of Secured Reorganization Creditors set forth in paragraph (1), for each Secured Reorganization Claim, the matters listed in Article 138, paragraph (2), items (i) to (iii) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 81, and any other matters specified by the Rules of the Supreme Court shall be entered.
(4) If there are any errors in the entries in the schedule of Reorganization Creditors or schedule of Secured Reorganization Creditors, a court clerk, upon petition or by his/her own authority, may make a disposition to correct the statements at any time.
(Investigation of Reorganization Claims, etc.)
Article 87 The provisions of Article 145 to Article 150 of the Corporate Reorganization Act shall apply mutatis mutandis to an investigation of a Reorganization Claim, etc. in Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, the phrase "paragraphs (2) and (3) of the preceding Article" in Article 145 of said Act shall be deemed to be replaced with "Article 86, paragraphs (2) and (3) of the Special Treatment Act)"; the term "Article 138, paragraph (1)" in Article 146, paragraph (1) and Article 147, paragraph (3) of said Act shall be deemed to be replaced with "Article 138, paragraph (1) as applied mutatis mutandis pursuant to Article 81 of the Special Treatment Act"; the phrase "Article 139, paragraph (1) or (3)" in Article 146, paragraph (2) and Article 148, paragraph (1) of said Act shall be deemed to be replaced with "Article 139, paragraph (1) or (3) as applied mutatis mutandis pursuant to Article 81 of the Special Treatment Act"; the term "Article 42, paragraph (1)" in Article 146, paragraph (3) of said Act shall be deemed to be replaced with "Article 42, paragraph (1) as applied mutatis mutandis pursuant to Article 31 of the Special Treatment Act"; the phrase "Article 140, paragraph (2) (including the cases where applied mutatis mutandis pursuant to paragraph (3) of said Article)" in Article 149, paragraph (1) of said Act shall be deemed to be replaced with "Article 140, paragraph (2) as applied mutatis mutandis pursuant to Article 82 of the Special Treatment Act"; and the term "Article 139, paragraph (5)" shall be deemed to be replaced with "Article 139, paragraph (5) as applied mutatis mutandis pursuant to Article 81 of the Special Treatment Act."
Division 2 Court Decision Proceedings for Determination of Reorganization Claims and Secured Reorganization Claims
(Assessment Order, etc. for Reorganization Claims, etc.)
Article 88 The provisions of Article 151 to Article 163 of the Corporate Reorganization Act shall apply mutatis mutandis to the determination of a Reorganization Claim, etc. in Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, the phrase "the first sentence of Article 149, paragraph (3)" in Article 151, paragraph (1) of said Act shall be deemed to be replaced with "the first sentence of Article 149, paragraph (3) as applied mutatis mutandis pursuant to Article 87 of the Special Treatment Act"; the term "Article 149, paragraph (4)" in paragraph (2) of said Article and Article 158, paragraph (3) shall be deemed to be replaced with "Article 149, paragraph (4) as applied mutatis mutandis pursuant to Article 87 of the Special Treatment Act; the phrase "the main clause of Article 10, paragraph (3)" in Article 151, paragraph (5) and Article 154, paragraph (4) of said Act shall be deemed to be replaced with "the main clause of Article 10, paragraph (3) as applied mutatis mutandis pursuant to Article 10 of the Special Treatment Act"; the term "Article 5, paragraph (6)" in Article 152, paragraph (3) of said Act shall be deemed to be replaced with "Article 5, paragraph (6) as applied mutatis mutandis pursuant to Article 7 of the Special Treatment Act"; the term "Article 7, item (iii)" shall be deemed to be replaced with "Article 7, item (iii) as applied mutatis mutandis pursuant to Article 8 of the Special Treatment Act"; the term "Article 5, paragraph (1)" shall be deemed to be replaced with "Article 5, paragraph (1) as applied mutatis mutandis pursuant to Article 7 of the Special Treatment Act"; the term "Article 138, paragraph (2), item (ii)" in Article 154, paragraph (5), item (i) of said Act shall be deemed to be replaced with "Article 138(2)(ii) as applied mutatis mutandis pursuant to Article 81 of the Special Treatment Act"; the phrase "Article 138, paragraph (1), items (i) and (ii) and paragraph (2), items (i) and (ii)" in Article 157 of said Act shall be deemed to be replaced with "Article 138, paragraph (1), items (i) and (ii) and, paragraph (2), items (i) and (ii) as applied mutatis mutandis pursuant to Article 81 of the Special Treatment Act"; the phrase "Article 147, paragraph (1) or Article 148, paragraph (4)" in Article 158, paragraph (4) of said Act shall be deemed to be replaced with "Article 147, paragraph (1) or Article 148, paragraph (4) as applied mutatis mutandis pursuant to Article 87 of the Special Treatment Act"; the phrase "property of the Company under Reorganization" in Article 162 of said Act shall be deemed to be replaced with "Property of Cooperative Structured Financial Institution in Need of Reorganization (meaning Property of Cooperative Structured Financial Institution in Need of Reorganization prescribed in Article 4, paragraph (14) of the Special Treatment Act)"; and the term "Article 52, paragraph (4)" in Article 163, paragraph (5) of said Act shall be deemed to be replaced with "Article 52, paragraph (4) as applied mutatis mutandis pursuant to Article 37 of the Special Treatment Act. "
Division 3 Special Provisions on Right to Claim Tax, etc.
Article 89 (1) The provisions of Article 164, paragraphs (1) to (4) of the Corporate Reorganization Act shall apply mutatis mutandis to the Right to Claim Tax, etc. in Reorganization Proceedings for a Cooperative Structured Financial Institution and the right to claim fines, etc. arising prior to the commencement of Reorganization Proceedings prescribed in Article 84, item (ii). In this case, the phrase "the preceding two subsections (excluding Article 144)" in Article 164, paragraph (1) of said Act shall be deemed to be replaced with "Chapter II, Section 5, Subsection 3, Division 1 and Division 2 of the Special Treatment Act (excluding Article 86 of the Special Treatment Act)"; and the term "Article 142" in paragraph (2) of said Article shall be deemed to be replaced with "Article 84 of the Special Treatment Act."
(2) The provision of Article 150, paragraph (2) of the Corporate Reorganization Act shall apply mutatis mutandis to a filed right to claim under the provision of Article 84, and the provisions of Article 157, Article 160 and Article 161, paragraph (1) of said Act shall apply mutatis mutandis to the cases where an objection is made under the provision of Article 164, paragraph (2) of said Act as applied mutatis mutandis pursuant to the preceding paragraph or an action is taken over under the provision of paragraph (3) of said Article. In this case, the phrase "Article 138, paragraph (1), items (i) and (ii) and, paragraph (2), items (i) and (ii)" in Article 157 of said Act shall be deemed to be replaced with "Article 138, paragraph (1), items (i) and (ii) and, paragraph (2), items (i) and (ii) as applied mutatis mutandis pursuant to Article 81 of the Special Treatment Act."
Section 6 Partners, etc.
(Participation of Partners, etc. in Proceedings)
Article 90 (1) A Partner, etc. may, with the interest he/she holds, participate in Reorganization Proceedings.
(2) Persons who may participate in Reorganization Proceedings as a Partner, etc. shall be decided based on the entry or record in the partner registry or member registry.
(3) The Court, upon petition by a Partner, etc. who is not specified or recorded in the partner registry or member registry, may permit said Partner, etc. to participate in Reorganization Proceedings. In this case, the Court may also prevent Partners, etc. specified or recorded in the partner registry or member registry from participating in Reorganization Proceedings.
(4) The Court, upon the petition of an interested person or by its own authority, may change or revoke the order of permission under the provision of the first sentence of the preceding paragraph or the order under the provision of the second sentence of said paragraph.
(5) An immediate appeal may be filed against a judicial decision on the petition set forth in the first sentence of paragraph (3) and the order under the provision of the second sentence of said paragraph and the preceding paragraph.
(6) Where a judicial decision prescribed in the preceding paragraph or a judicial decision on the immediate appeal set forth in said paragraph is made, the written decision shall be served upon the parties concerned. In this case, the provision of the main clause of Article 10, paragraph (3) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 10 shall not apply.
(Voting Rights of Partners, etc.)
Article 91 (1) Each Partner, etc. (excluding individual member of a labor bank) shall be entitled to one vote.
(2) Each individual member of a labor bank shall be entitled to voting rights equivalent to one four-hundredth of one vote.
(3) Notwithstanding the provisions of the preceding two paragraphs, where the Cooperative Structured Financial Institution in Need of Reorganization, at the time of the commencement of Reorganization Proceedings, is unable to pay its debts in full with its property, the Partner, etc. shall not have any voting rights.
Section 7 Preparation and Confirmation of Reorganization Plan
Subsection 1 Clauses of Reorganization Plan
(Matters to be Specified in Reorganization Plan)
Article 92 (1) A Reorganization Plan shall specify clauses on the following matters:
(i) Modification of some or all of the rights of Reorganization Creditor, etc. or Partners, etc.;
(ii) Board member, inspector, accounting auditor and liquidator of the Cooperative Structured Financial Institution in Need of Reorganization;
(iii) Payment of common benefit claims;
(iv) Method of raising funds to pay debt;
(v) Use of earnings exceeding the amount expected in the Reorganization Plan;
(vi) Amount or estimated amount and use of money set forth in sub-items (a) and (b) below:
(a) Amount or estimated amount of money to be allocated for distribution, etc. in the proceedings or disposition prescribed in the main clause of Article 51, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 36; and
(b) Amount of money paid to the Court pursuant to the provision of Article 108, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 64 (in the case of Article 112, paragraph (2) of said Act as applied mutatis mutandis pursuant to Article 64, the total of the amount of money paid to the Court pursuant to the provision of said paragraph and the amount specified in the order set forth in Article 111, paragraph (1) of said Act as applied mutatis mutandis pursuant to Article 64)
(vii) The content of known post commencement claims, if there is any.
(2) In addition to what is provided for in the first sentence of Article 72, paragraph (4) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 45, the Reorganization Plan may specify clauses on any of the acts listed in the items of Article 32, paragraph (1), amendment of the articles of incorporation, acts prescribed in Article 57-3, paragraph (1) or (2) of the Small and Medium-Sized Enterprise Cooperatives Act, Article 58, paragraph (1) or (2) of the Shinkin Bank Act or Article 62, paragraph (1) or (2) of the Labor Bank Act, the establishment of a Cooperative Structured Financial Institution or Stock Company and any other matters required for reorganization.
(Modification of Rights based on Reorganization Plan)
Article 93 (1) The content of a Reorganization Plan for persons who have the following types of rights shall be equal among persons who have the same type of rights; provided, however, that this shall not apply where any person who will suffer detriment has given consent or where equity will not be undermined even if the Plan otherwise provides for a small Reorganization Claim, etc. or any of the rights to claim listed in Article 136, paragraph (2), items (i) to (iii) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 80, paragraph (1) or any other difference in treatment of persons who have the same type of rights:
(i) Secured Reorganization Claims;
(ii) Reorganization Claims for which a general statutory lien or any other general priority exists;
(iii) Reorganization Claims other than those listed in the preceding item and the following item;
(iv) Consensually-subordinated Reorganization Claims; and
(v) Interest of Partners, etc.
(2) Where a priority exists with regard to the amount of a Reorganization Claim set forth in item (ii) of the preceding paragraph arising for a specific period of time, such period shall be calculated from the time of the commencement of Reorganization Proceedings.
(3) The provisions of Article 168, paragraphs (3) to (7) and Article 169 to Article 172 of the Corporate Reorganization Act shall apply mutatis mutandis to a Reorganization Plan in Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, the phrase "the items of paragraph, paragraph (1)" in Article 168, paragraph (3) of said Act shall be deemed to be replaced with "the items of Article 93, paragraph (1) of the Special Treatment Act"; the term "Article 142, item (ii)" in paragraphs (4) and (7) of said Article shall be deemed to be replaced with "Article 84, item (ii) of the Special Treatment Act"; and the phrase "the main clause of Article 151, paragraph (1)" in Article 172 of said Act shall be deemed to be replaced with "the main clause of Article 151, paragraph (1) as applied mutatis mutandis pursuant to Article 88 of the Special Treatment Act."
(Board Member, etc. of Cooperative Structured Financial Institution in Need of Reorganization)
Article 94 (1) The matters set forth in the following items shall be specified in the respective clauses set forth therein.
(i) Clause on board member of a Cooperative Structured Financial Institution in Need of Reorganization: The name or method of appointment or selection and term of office of the board member and Representative Board Member
(ii) Clause on inspector of a Cooperative Structured Financial Institution in Need of Reorganization: The name or method of appointment and term of office of the inspector
(iii) Clause on accounting auditor of a Cooperative Structured Financial Institution in Need of Reorganization in cases where the Cooperative Structured Financial Institution in Need of Reorganization becomes a specified credit cooperative, etc. (meaning specified credit cooperative, etc. prescribed in Article 5-8, paragraph (3) of the Act on Financial Businesses by Cooperative; hereinafter the same shall apply in this Chapter) or specified bank (meaning specified bank prescribed in Article 38-2, paragraph (3) of the Shinkin Bank Act or Article 41-2, paragraph (3) of the Labor Bank Act; hereinafter the same shall apply in this Chapter) at the time when an order of confirmation of the Reorganization Plan is made: The name or method of appointment and term of office of the accounting auditor
(2) Where a Cooperative Structured Financial Institution in Need of Reorganization becomes a Cooperative Structured Financial Institution to be liquidated pursuant to the provision of Article 475 of the Companies Act as applied mutatis mutandis pursuant to Article 69 of the Small and Medium-Sized Enterprise Cooperatives Act, Article 63 of the Shinkin Bank Act or Article 67 of the Labor Bank Act at the time when an order of confirmation of the Reorganization Plan is made, the matters set forth in the following items shall be specified in the respective clauses set forth therein.
(i) Clause on liquidator of a Cooperative Structured Financial Institution in Need of Reorganization: The name or method of appointment or selection and term of office of the liquidator and representative liquidator
(ii) Clause on inspector of a Cooperative Structured Financial Institution in Need of Reorganization: The name or method of appointment and term of office of the inspector
(3) The term of office set forth in items (i) and (ii) of paragraph (1) and item (ii) of the preceding paragraph shall not exceed one year.
(Reduction of the Unit Amount of Contribution, etc.)
Article 95 In the clauses on the following acts, matters that require a resolution of a general meeting if such acts are to be performed in cases where Reorganization Proceedings are not conducted shall be specified:
(i) Reduction of the unit amount of contribution;
(ii) Amendment of the articles of incorporation;
(iii) Act prescribed in Article 57-3, paragraph (1) or (2) of the Small and Medium-Sized Enterprise Cooperatives Act, Article 58, paragraph (1) or (2) of the Shinkin Bank Act or Article 62, paragraph (1) or (2) of the Labor Bank Act; and
(iv) Dividend of surplus.
(Receipt of Contributions)
Article 96 The following matters shall be specified in the clauses on the receipt of contributions:
(i) The number of units of contribution to be received;
(ii) If property other than monies will be the subject of the contribution, a statement to such effect and the description and value of such property;
(iii) The due date or period for the payment of contribution or delivery of property set forth in the preceding item;
(iv) Where the whole or part of the right of a Reorganization Creditor, etc. (limited to a person qualified as a Partner, etc.; hereinafter the same shall apply in the following item and item (vi) and Article 133) or Partner, etc. is extinguished as provided for in the Reorganization Plan pursuant to the provision of Article 205, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 126, if it is arranged that, when such person applies for a contribution, all or part of the amount of the contribution shall be deemed to have been paid, a statement to that effect;
(v) When the right to receive an allotment of contribution of a Cooperative Structured Financial Institution in Need of Reorganization is to be granted to the Reorganization Creditor, etc. or Partner, etc. upon application for contribution, a statement to that effect and the date of such application for contribution; and
(vi) In the case prescribed in the preceding item, matters concerning the allotment of contribution to the Reorganization Creditor, etc. or Partner, etc.
(Receipt of Contributions in Exchange for Extinguishment of Right of Reorganization Creditor, etc. or Partner, etc.)
Article 97 The following matters shall be specified in the clauses on the receipt of contributions in exchange for the extinguishment of the whole or part of the right of a Reorganization Creditor, etc. (limited to a person qualified as a Partner, etc.; hereinafter the same shall apply in item (ii) and Article 134) or Partner, etc.:
(i) The number of units of contribution to be received; and
(ii) Matters concerning the allotment of contribution to the Reorganization Creditor, etc. or Partner, etc.
(Absorption-Type Merger)
Article 98 (1) The following matters shall be specified in the clauses on Absorption-Type Merger (limited to Absorption-Type Merger (meaning Absorption-Type Merger prescribed in Article 63-2 of the Small and Medium-Sized Enterprise Cooperatives Act, Article 60 of the Shinkin Bank Act, Article 62-3 of the Labor Bank Act or Article 2, paragraph (4) of the Merger and Conversion Act; hereinafter the same shall apply in this Chapter) where the Cooperative Structured Financial Institution in Need of Reorganization extinguishes and the Financial Institution surviving the Absorption-Type Merger (hereinafter referred to as "Financial Institution Surviving an Absorption-Type Merger" in this Chapter) is a Cooperative Structured Financial Institution; hereinafter the same shall apply in this paragraph):
(i) Matters that should be specified in the Absorption-Type Merger Agreement;
(ii) When a Financial Institution Surviving an Absorption-Type Merger delivers a Contribution, etc. (meaning contribution or money of the Cooperative Structured Financial Institution; hereinafter the same shall apply in this Chapter) to Reorganization Creditor, etc., at the time of the Absorption-Type Merger, the following matters concerning said Contribution, etc.:
(a) When the Contribution, etc. is a contribution of the Financial Institution Surviving an Absorption-Type Merger, the number of units of said contribution or the method of calculating such number (in cases where there are Reorganization Creditor, etc. who cannot become Partners, etc. of the Financial Institution Surviving an Absorption-Type Merger, including the amount of money delivered to such Reorganization Creditor, etc. or the method of calculating such amount), and matters concerning the amount of the stated capital and reserve funds of the Financial Institution Surviving an Absorption-Type Merger; and
(b) When the Contribution, etc. is money, the amount of said money or the method of calculating such amount.
(iii) In the case prescribed in the preceding item, matters concerning the allotment of Contribution, etc. set forth in said item to the Reorganization Creditor, etc.
(2) The following matters shall be specified in the clauses on Absorption-Type Merger (limited to Absorption-Type Merger where the Cooperative Structured Financial Institution in Need of Reorganization extinguishes and the Financial Institution Surviving an Absorption-Type Merger is a Bank; hereinafter the same shall apply in this paragraph):
(i) Matters that should be specified in the Absorption-Type Merger Agreement;
(ii) When a Financial Institution Surviving an Absorption-Type Merger delivers Shares, etc. (meaning shares or money; hereinafter the same shall apply in this Chapter) to a Reorganization Creditor, etc., at the time of the Absorption-Type Merger, the following matters concerning said Shares, etc.:
(a) When the Shares, etc. are the shares of the Financial Institution Surviving an Absorption-Type Merger, the number of said shares (in the case of a company with class shares, the classes of shares and the number of shares for each class) or the method of calculating such number, and matters concerning the amount of the stated capital and reserve funds of the Financial Institution Surviving an Absorption-Type Merger; and
(b) When the Shares, etc. are money, the amount of said money or the method of calculating such amount.
(iii) In the case prescribed in the preceding item, matters concerning the allotment of Shares, etc. set forth in said item to the Reorganization Creditor, etc.;
(iv) When a Financial Institution Surviving an Absorption-Type Merger delivers Bonds, etc. (meaning bonds or share options; hereinafter the same shall apply in this Chapter) of said Financial Institution Surviving an Absorption-Type Merger to Partners, etc. of the Cooperative Structured Financial Institution in Need of Reorganization, at the time of the Absorption-Type Merger, the following matters concerning said Bonds, etc.:
(a) When the Bonds, etc. are the bonds of the Financial Institution Surviving an Absorption-Type Merger (excluding those with regard to bonds with share options), the classes of said bonds, and the total amount of the bonds for each class or the method of calculating such amount;
(b) When the Bonds, etc. are the share options of the Financial Institution Surviving an Absorption-Type Merger (excluding those attached to bonds with share options), the description and number of the share options or the method of calculating such number; and
(c) When the Bonds, etc. are the bonds with share options of the Financial Institution Surviving an Absorption-Type Merger, matters prescribed in sub-item (a) concerning said bonds with share options and matters prescribed in sub-item (b) concerning share options attached to said bonds with share options.
(v) In the case prescribed in the preceding item, matters concerning the allotment of the Bonds, etc. set forth in said item to Partners, etc. of the Cooperative Structured Financial Institution in Need of Reorganization.
(3) Matters that should be specified in the Absorption-Type Merger Agreement shall be specified in the clauses on Absorption-Type Merger (limited to Absorption-Type Merger where a Cooperative Structured Financial Institution in Need of Reorganization becomes a Financial Institution Surviving an Absorption-Type Merger).
(Consolidation-Type Merger)
Article 99 (1) The following matters shall be specified in the clauses on Consolidation-Type Merger (limited to Consolidation-Type Merger (meaning Consolidation-Type Merger prescribed in Article 63-3 of the Small and Medium-Sized Enterprise Cooperatives Act, Article 61 of the Shinkin Bank Act, Article 62-4 of the Labor Bank Act or Article 2(5) of the Merger and Conversion Act; hereinafter the same shall apply in this Chapter) where a Cooperative Structured Financial Institution in Need of Reorganization extinguishes and the Financial Institution established by the Consolidation-Type Merger (hereinafter referred to as "Financial Institution Established by Consolidation-Type Merger" in this Chapter) is a Cooperative Structured Financial Institution; hereinafter the same shall apply in this paragraph):
(i) Matters that should be specified in the Consolidation-Type Merger Agreement;
(ii) When a Financial Institution Established by Consolidation-Type Merger delivers a contribution of the Financial Institution Established by Consolidation-Type Merger to Reorganization Creditor, etc., at the time of the Consolidation-Type Merger, the number of units of said contribution or the method of calculating such number (in cases where there are Reorganization Creditor, etc. who cannot become Partners, etc. of the Financial Institution Established by Consolidation-Type Merger, including the amount of money delivered to such Reorganization Creditor, etc. or the method of calculating such amount), and matters concerning the amount of the stated capital and reserve funds of the Financial Institution Established by Consolidation-Type Merger; and
(iii) In the case prescribed in the preceding item, matters concerning the allotment of contribution set forth in said item to Reorganization Creditor, etc.
(2) The following matters shall be specified in the clauses on Consolidation-Type Merger (limited to Consolidation-Type Merger where the Cooperative Structured Financial Institution in Need of Reorganization extinguishes and the Financial Institution Established by Consolidation-Type Merger is a Bank; hereinafter the same shall apply in this paragraph):
(i) Matters that should be specified in the Consolidation-Type Merger Agreement;
(ii) When a Financial Institution Established by Consolidation-Type Merger delivers shares of the Financial Institution Established by Consolidation-Type Merger to Reorganization Creditor, etc., at the time of the Consolidation-Type Merger, the number of said shares (in the case of a company with class shares, the classes of shares and the number of shares for each class) or the method of calculating such number, and matters concerning the amount of the stated capital and reserve funds of the Financial Institution Established by Consolidation-Type Merger;
(iii) In the case prescribed in the preceding item, matters concerning the allotment of shares set forth in said item to Reorganization Creditor, etc.; and
(iv) When a Financial Institution Established by Consolidation-Type Merger delivers Bonds, etc. of said Financial Institution Established by Consolidation-Type Merger to Partners, etc. or shareholders of a Financial Institution extinguished as a result of the Consolidation-Type Merger (hereinafter referred to as "Financial Institution Extinguished upon a Consolidation-Type Merger" in this Chapter), at the time of the Consolidation-Type Merger, the following matters concerning said Bonds, etc.:
(a) When the Bonds, etc. are the bonds of the Financial Institution Established by Consolidation-Type Merger (excluding those with regard to bonds with share options), the classes of said bonds, and the total amount of the bonds for each class or the method of calculating such amount;
(b) When the Bonds, etc. are the share options of the Financial Institution Established by Consolidation-Type Merger (excluding those attached to bonds with share options), the description and number of the share options or the method of calculating such number; and
(c) When the Bonds, etc. are the bonds with share options of the Financial Institution Established by Consolidation-Type Merger, matters prescribed in sub-item (a) concerning said bonds with share options and matters prescribed in sub-item (b) concerning share options attached to said bonds with share options.
(v) In the case prescribed in the preceding item, matters concerning the allotment of Bonds, etc. set forth in said item to Partners, etc. or shareholders of the Financial Institution Extinguished upon a Consolidation-Type Merger.
(Dissolution)
Article 100 The provision of Article 178 of the Corporate Reorganization Act shall apply mutatis mutandis to the clauses on the dissolution of Cooperative Structured Financial Institutions in need of reorganization.
(Conversion)
Article 101 (1) The following matters shall be specified in the clauses on conversion (limited to conversion in which a Cooperative Structured Financial Institution in Need of Reorganization becomes another type of Cooperative Structured Financial Institution; hereinafter the same shall apply in this paragraph):
(i) Matters that should be specified in the conversion plan (excluding matters listed in Article 61, paragraph (1), items (iii) and (iv) of the Merger and Conversion Act);
(ii) The following matters concerning any board member, inspector and accounting auditor of the Converted Cooperative Structured Financial Institution:
(a) The name or method of appointment or selection and term of office of the board member and Representative Board Member of the Converted Cooperative Structured Financial Institution;
(b) The name or method of appointment and term of office of the inspector of the Converted Cooperative Structured Financial Institution; and
(c) In cases where the Converted Cooperative Structured Financial Institution is a specified credit cooperative, etc. or a specified bank, the name or method of appointment and term of office of the accounting auditor of the Converted Cooperative Structured Financial Institution.
(iii) When a Converted Cooperative Structured Financial Institution delivers a Contribution, etc. to Reorganization Creditor, etc., at the time of the conversion, the following matters concerning said Contribution, etc.:
(a) When the Contribution, etc. is a contribution of the Converted Cooperative Structured Financial Institution, the number of units of said contribution or the method of calculating such number (in cases where there are Reorganization Creditor, etc. who cannot become Partners, etc. of the Converted Cooperative Structured Financial Institution, including the amount of money delivered to such Reorganization Creditor, etc. or the method of calculating such amount), and matters concerning the amount of the stated capital and reserve funds of the Converted Cooperative Structured Financial Institution; and
(b) When the Contribution, etc. is money, the amount of said money or the method of calculating such amount.
(iv) In the case prescribed in the preceding item, matters concerning the allotment of Contribution, etc. set forth in said item to Reorganization Creditor, etc.
(2) The provision of Article 96 shall apply mutatis mutandis to the clauses on the receipt of contributions of Converted Cooperative Structured Financial Institutions.
(3) The term of office set forth in paragraph (1), item (ii), sub-items (a) and (b) may not exceed one year.
Article 102 (1) The following matters shall be specified in the clauses on conversion (limited to conversion in which a Cooperative Structured Financial Institution in Need of Reorganization becomes an Ordinary Bank; hereinafter the same shall apply in this paragraph):
(i) Matters that should be specified in the conversion plan (excluding matters listed in Article 59, paragraph (1), items (iv) and (v) of the Merger and Conversion Act);
(ii) The name or method of appointment and term of office of the director and accounting auditor of the Converted Bank, and, in cases where the Converted Bank is a Company with Supervisory Committee (meaning a Company with Supervisory Committee precribed in Article 2, item (xi)-2 of the Companies Act; the same shall apply in sub-item (c) of the following item), whether or not such director is a Supervisory Committee Member (meaning a Supervisory Committee Member prescribed in Article 38, paragraph (2) of said Act); and
(iii) Matters set forth in sub-items (a) to (d) below for the cases listed in sub-items (a) to (d), respectively;
(a) In cases where the Converted Bank is a company with accounting advisors (meaning a company with accounting advisors prescribed in Article 2, item (viii) of the Companies Act), the name or method of appointment and term of office of the accounting advisor of the Converted Bank
(b) In cases where the Converted Bank is a company with company auditors (meaning a company with company auditors prescribed in Article 2, item (ix) of the Companies Act), the name or method of appointment or selection and term of office of the representative director and company auditor of the Converted Bank
(c) In cases where the Converted Bank is a Company with Supervisory Committee, the name or method of appointment or selection and term of office of the representative director of the Converted Bank
(d) In cases where the Converted Bank is a Company with Nominating Committee, etc. (meaning a Company with Nominating Committee, etc. prescribed in Article 2, item (xii) of the Companies Act), the name or method of appointment or selection and term of office of the committee member, executive officer and representative executive officer of each committee (meaning each committee prescribed in Article 400, paragraph (1) of said Act)
(iv) When a Converted Bank delivers Shares, etc. to Reorganization Creditor, etc., at the time of the conversion, the following matters concerning said Shares, etc.:
(a) When the Shares, etc. are the shares of the Converted Bank, the number of said shares (in the case of a company with class shares, the classes of shares and the number of shares for each class) or the method of calculating such number, and matters concerning the amount of the stated capital and reserve funds of the Converted Bank; and
(b) When the Shares, etc. are money, the amount of said money or the method of calculating such amount.
(v) In the case prescribed in the preceding item, matters concerning the allotment of Shares, etc. set forth in said item to the Reorganization Creditor, etc.
(2) The provisions of Article 175 to Article 177 of the Corporate Reorganization Act shall apply mutatis mutandis to clauses on the solicitation of subscribers for Shares for Subscription (meaning Shares for Subscription prescribed in Article 199, paragraph (1) of the Companies Act; hereinafter the same shall apply in this Chapter), Share Options for Subscription (meaning Share Options for Subscription prescribed in Article 238, paragraph (1) of the Companies Act, and in cases where such Share Options for Subscription are attached to bonds with share options, including such bonds with share options; hereinafter the same shall apply in this Chapter) or Bonds for subscription (meaning Bonds for subscription prescribed in Article 676 of the Companies Act, excluding bonds with share options; hereinafter the same shall apply in this Chapter) of a Converted Bank set forth in the preceding paragraph. In this case, the term "Article 205, paragraph (1)" in Article 175, item (ii), Article 176, item (ii) and Article 177, item (iii) of the Corporate Reorganization Act shall be deemed to be replaced with "Article 205, paragraph (1) as applied mutatis mutandis pursuant to Article 126 of the Special Treatment Act."
(Establishment of New Cooperative Structured Financial Institution)
Article 103 (1) The following matters shall be specified in the clauses on the establishment of a Cooperative Structured Financial Institution; provided, however, that this shall not apply to the cases where a Cooperative Structured Financial Institution is to be established by a Consolidation-Type Merger.
(i) The matters listed in the items of Article 33, paragraph (1) of the Small and Medium-Sized Enterprise Cooperatives Act, the items of Article 23, paragraph (3) of the Shinkin Bank Act or the items of Article 23-2, paragraph (1) of the Labor Bank Act concerning the Cooperative Structured Financial Institution (hereinafter referred to as "New Cooperative Structured Financial Institution" in this Article) to be established
(ii) Matters provided for in the articles of incorporation (excluding those pertaining to the matters listed in preceding item) of the New Cooperative Structured Financial Institution
(iii) Where the whole or part of the right of a Reorganization Creditor, etc. or Partner, etc. (limited to a person qualified as a Partner, etc. of the New Cooperative Structured Financial Institution; hereinafter the same shall apply in this paragraph) is extinguished as provided for in the Reorganization Plan pursuant to the provision of Article 205, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 126, if it is arranged that, when such person applies for a contribution, all or part of the amount of the contribution shall be deemed to have been paid to the New Cooperative Structured Financial Institution, a statement to that effect
(iv) When the right to receive an allotment of contribution of a New Cooperative Structured Financial Institution is to be granted to the Reorganization Creditor, etc. or Partner, etc. upon application for contribution as provided for in the Reorganization Plan, a statement to that effect and the date of such application for contribution
(v) In the case prescribed in the preceding item, matters concerning the allotment of contribution to the Reorganization Creditor, etc. or Partner, etc.
(vi) The property that should be transferred from the Cooperative Structured Financial Institution in Need of Reorganization to the New Cooperative Structured Financial Institution and its amount
(vii) The name or method of appointment or selection and term of office of any board member, inspector and Representative Board Member of the New Cooperative Structured Financial Institution
(viii) In cases where the New Cooperative Structured Financial Institution is a specified credit cooperative, etc. or a specified bank, the name or method of appointment and term of office of the accounting auditor of the New Cooperative Structured Financial Institution
(ix) When a New Cooperative Structured Financial Institution receives contributions of the New Cooperative Structured Financial Institution in exchange for the extinguishment of the whole or part of the right of a Reorganization Creditor, etc. or Partner, etc., the matters listed in the items of Article 97
(2) The term of office set forth in item (vii) of the preceding paragraph shall not exceed one year.
(Incorporation of New Stock Company)
Article 104 The provision of Article 183 of the Corporate Reorganization Act shall apply mutatis mutandis to clauses on the incorporation of a Stock Company in Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, the phrase "Consolidation-Type Merger, Incorporation-type Company Split or share transfer" in said Article shall be deemed to be replaced with "Consolidation-Type Merger (meaning Consolidation-Type Merger prescribed in Article 63-3 of the Small and Medium-Sized Enterprise Cooperatives Act, Article 61 of the Shinkin Bank Act, Article 62-4 of the Labor Bank Act or Article 2, paragraph (5) of the Merger and Conversion Act)"; the term "Article 205, paragraph (1)" in paragraph (iv) of said Article shall be deemed to be replaced with "Article 205, paragraph (1) as applied mutatis mutandis pursuant to Article 126 of the Special Treatment Act"; the term "shareholder" in said item to item (vi) of said Article and item (xiii) of said Article shall be deemed to be replaced with "Partner, etc. (meaning Partner, etc. prescribed in Article 2, paragraph (10) of the Special Treatment Act)"; and the term "Company under Reorganization" in item (vii) of said Article shall be deemed to be replaced with "Cooperative Structured Financial Institution in Need of Reorganization (meaning Cooperative Structured Financial Institution in Need of Reorganization prescribed in Article 4, paragraph (7) of the Special Treatment Act)."
Article 105 Deleted
Article 106 Deleted
Article 107 Deleted
Subsection 2 Submission of Proposed Reorganization Plan
(Period for Submission of Proposed Reorganization Plan)
Article 108 The provision of Article 184 of the Corporate Reorganization Act shall apply mutatis mutandis to the preparation and submission of a proposed Reorganization Plan in Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, the term "Article 138, paragraph (1)" in paragraph (1) of said Article shall be deemed to be replaced with "Article 138, paragraph (1) as applied mutatis mutandis pursuant to Article 81 of the Special Treatment Act."
(Proposed Reorganization Plan Specifying Abolition of Entire Business)
Article 109 (1) When it has become obvious that it is difficult to prepare a proposed Reorganization Plan specifying the continuation of the business of a Cooperative Structured Financial Institution in Need of Reorganization by said Cooperative Structured Financial Institution in Need of Reorganization (including the case of entity conversion), the continuation of said business by another person by the assignment of business, merger or establishment of a Cooperative Structured Financial Institution or Stock Company after the commencement of Reorganization Proceedings, the Court may permit the preparation of a proposed Reorganization Plan specifying the abolition of the entire business of the Cooperative Structured Financial Institution in Need of Reorganization upon petition by a person prescribed in Article 184, paragraph (1) or (2) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to the preceding Article; provided, however, that this shall not apply when it is prejudicial to the common interests of creditors.
(2) The provision of Article 185, paragraph (2) of the Corporate Reorganization Act shall apply mutatis mutandis to the permission set forth in the main clause of the preceding paragraph.
(Revision of Proposed Reorganization Plan)
Article 110 The provision of Article 186 of the Corporate Reorganization Act shall apply mutatis mutandis to the revision of a proposed Reorganization Plan in Reorganization Proceedings for a Cooperative Structured Financial Institution.
(Opinions of Administrative Agency)
Article 111 The provision of Article 187 of the Corporate Reorganization Act shall apply mutatis mutandis to a proposed Reorganization Plan specifying matters requiring the administrative agency's permission, confirmation, license or any other disposition in Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, the term "the preceding Article" in said Article shall be deemed to be replaced with "the preceding Article as applied mutatis mutandis pursuant to Article 110 of the Special Treatment Act."
(Opinions of the Labor Union, etc. of Cooperative Structured Financial Institution in Need of Reorganization)
Article 112 The Court shall hear opinions of the labor union, etc. prescribed in Article 33, paragraph (3), item (iii) with regard to a proposed Reorganization Plan. The same shall apply to a proposed Reorganization Plan as revised under the provision of Article 186 of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 110.
Subsection 3 Resolution on Proposed Reorganization Plan
(Order to Refer to Resolution)
Article 113 The provision of Article 189 of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where a proposed Reorganization Plan has been submitted in Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, the term "Article 146, paragraph (3)" in paragraph (1), item (i) of said Article shall be deemed to be replaced with "Article 146, paragraph (3) as applied mutatis mutandis pursuant to Article 87 of the Special Treatment Act"; the term "Article 84, paragraph (1)" in item (ii) of said paragraph shall be deemed to be replaced with "Article 84, paragraph (1) as applied mutatis mutandis pursuant to Article 55 of the Special Treatment Act"; the term "Article 85, paragraph (1)" shall be deemed to be replaced with "Article 85, paragraph (1) as applied mutatis mutandis pursuant to Article 56 of the Special Treatment Act"; the phrase "the items of Article 199, paragraph (2)" in item (iii) of said paragraph shall be deemed to be replaced with "the items of Article 199, paragraph (2) as applied mutatis mutandis pursuant to Article 120, paragraph (2) of the Special Treatment Act"; the term "Article 236, item (ii)" in item (iv) of said paragraph shall be deemed to be replaced with "Article 236, item (ii) as applied mutatis mutandis pursuant to Article 152(1) of the Special Treatment Act"; the term "Article 193, paragraph (2)" in paragraph (2) of said Article shall be deemed to be replaced with "Article 193, paragraph (2) as applied mutatis mutandis pursuant to Article 116 of the Special Treatment Act"; the phrase "the main clause of Article 115, paragraph (1)" in paragraph (3) of said Article shall be deemed to be replaced with "the main clause of Article 115, paragraph (1) as applied mutatis mutandis pursuant to Article 66 of the Special Treatment Act"; and the phrase "the items of Article 114, paragraph (1)" in paragraph (5) of said Article shall be deemed to be replaced with "the items of Article 114, paragraph (1) as applied mutatis mutandis pursuant to Article 66 of the Special Treatment Act."
(Method of Determination of the Amount or Number of Voting Rights Where Meeting of Persons Concerned is to be Held, etc.)
Article 114 (1) Where the Court designates either of the methods set forth in Article 189, paragraph (2), item (i) or (iii) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to the preceding Article as the method for exercising a voting right, the trustee, Reorganization Creditor, etc. who filed proofs or Partner, etc. may make an objection to the voting right of Holders of filed Reorganization Claims, etc. or Partner, etc. on the date of a meeting of persons concerned; provided, however, that this shall not apply to a voting right held by a Holders of filed Reorganization Claims, etc. of which the amount is determined pursuant to the provision of Article 150, paragraph (1) of said Act as applied mutatis mutandis pursuant to Article 87.
(2) In the case prescribed in the main clause of the preceding paragraph, voting right holders may exercise their voting rights in accordance with the amount or number specified in each of the following items for the categories listed in the respective items:
(i) A Holders of filed Reorganization Claims, etc. and holds a voting right of which the amount is determined pursuant to the provision of Article 150, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 87: The amount thus determined
(ii) A Holders of filed Reorganization Claims, etc. and holds a voting right without objection set forth in the main clause of the preceding paragraph: The amount filed
(iii) A Partner, etc. (excluding individual member of a labor bank) who holds a voting right without objection set forth in the main clause of the preceding paragraph: One vote
(iv) An individual member of a labor bank who holds a voting right without objection set forth in the main clause of the preceding paragraph: One four-hundredth of one vote
(v) A Holders of filed Reorganization Claims, etc. or Partner, etc. who holds a voting right subject to objection set forth in the main clause of the preceding paragraph: The amount or number specified by the Court; provided, however, the voting right may not be exercised if the Court has decided not to allow the exercise of the voting right.
(3) The Court, upon the petition of an interested person or by its own authority, may change the order made under the provision of item (v) of the preceding paragraph at any time.
(Method of Determination of the Amount or Number of Voting Rights Where Meeting of Persons Concerned is not to be Held, etc.)
Article 115 (1) Where the Court designates the method set forth in Article 189(2)(ii) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 113 as the method for exercising a voting right, voting right holders may exercise their voting rights in accordance with the amount or number specified in each of the following items for the categories listed in the respective items:
(i) A Holders of filed Reorganization Claims, etc. and holds a voting right of which the amount is determined pursuant to the provision of Article 150, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 87: The amount thus determined
(ii) A Holders of filed Reorganization Claims, etc. (excluding those set forth in the preceding item): The amount specified by the Court; provided, however, the voting right may not be exercised if the Court has decided not to allow the exercise of the voting right.
(iii) A Partner, etc. (excluding individual member of a labor bank): One vote
(iv) An individual member of a labor bank: One four-hundredth of one vote
(2) The Court, upon the petition of an interested person or by its own authority, may change the order made under the provision of item (ii) of the preceding paragraph at any time.
(Methods of Exercising Voting Rights, etc.)
Article 116 The provisions of Article 193 to Article 195 of the Corporate Reorganization Act shall apply mutatis mutandis to voting rights in Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, the phrase "the first sentence of Article 189, paragraph (2)" in Article 193, paragraph (2) of said Act shall be deemed to be replaced with "the first sentence of Article 189, paragraph (2) as applied mutatis mutandis pursuant to Article 113 of the Special Treatment Act"; the term "shareholder registry" in Article 194, paragraph (1) of said Act shall be deemed to be replaced with "partner registry or member registry"; and the term "Article 200, paragraph (2)" in Article 195 of said Act shall be deemed to be replaced with "Article 200, paragraph (2) as applied mutatis mutandis pursuant to Article 121 of the Special Treatment Act."
(Requirements for Approval of Proposed Reorganization Plan)
Article 117 The provision of Article 196 of the Corporate Reorganization Act shall apply mutatis mutandis to a resolution on a proposed Reorganization Plan in Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, the phrase "the items of Article 168, paragraph (1)" in paragraphs (1) and (2) of said Article shall be deemed to be replaced with "the items of Article 93, paragraph (1) of the Special Treatment Act"; and the term "shares" in said paragraph and paragraph (5), item (iii) of said Article shall be deemed to be replaced with "interest of a Partner, etc. (meaning Partner, etc. prescribed in Article 2, paragraph (10) of the Special Treatment Act)."
(Modification of Proposed Reorganization Plan)
Article 118 The provision of Article 197 of the Corporate Reorganization Act shall apply mutatis mutandis to the modification of a proposed Reorganization Plan in Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, the phrase "Article 189, paragraph (2), item (i) or (iii)" in said Article shall be deemed to be replaced with "Article 189, paragraph (2), item (i) or (iii) as applied mutatis mutandis pursuant to Article 113 of the Special Treatment Act."
(Continuance of the Date of Meeting of Persons Concerned)
Article 119 The provision of Article 198 of the Corporate Reorganization Act shall apply mutatis mutandis to the continuation of the date of a meeting of persons concerned in Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, the phrase "Article 189, paragraph (2), item (i) or (iii)" in paragraph (1) of said Article shall be deemed to be replaced with "Article 189, paragraph (2), item (i) or (iii) as applied mutatis mutandis pursuant to Article 113 of the Special Treatment Act"; the term "Article 196, paragraph (1)" shall be deemed to be replaced with "Article 196, paragraph (1) as applied mutatis mutandis pursuant to Article 117 of the Special Treatment Act"; and the term "shares" in item (iii) of said paragraph shall be deemed to be replaced with "interest of a Partner, etc. (meaning Partner, etc. prescribed in Article 2, paragraph (10) of the Special Treatment Act)."
Subsection 4 Order of Confirmation or Disconfirmation of Reorganization Plan
(Requirements, etc. for Confirmation of Reorganization Plan)
Article 120 (1) Where a proposed Reorganization Plan is approved, the Court shall make an order of confirmation or disconfirmation of the Reorganization Plan.
(2) The provisions of Article 199, paragraphs (2) to (7) of the Corporate Reorganization Act shall apply mutatis mutandis to an order of confirmation or disconfirmation of a Reorganization Plan of a Cooperative Structured Financial Institution. In this case, the phrase "perform an act set forth in Article 45, paragraph (1), item (vii) with another company" in paragraph (2), item (v) of said Article shall be deemed to be replaced with "merger"; the term "the preceding paragraph" shall be deemed to be replaced with "Article 120, paragraph (1) of the Special Treatment Act"; the term "said other company" shall be deemed to be replaced with "Cooperative Structured Financial Institution or Bank that is the other party to the merger"; the term "said act" shall be deemed to be replaced with "said merger"; the term "Article 187" in item (vi) of said paragraph shall be deemed to be replaced with "Article 187 as applied mutatis mutandis pursuant to Article 111 of the Special Treatment Act"; the phrase "the preceding two paragraphs or paragraph (1) of next Article" in paragraph (4) of said Article shall be deemed to be replaced with "the provisions of the preceding two paragraphs or paragraph (1) of next Article as applied mutatis mutandis pursuant to Article 121 of the Special Treatment Act"; the phrase "the main clause of Article 115, paragraph (1)" in paragraph (5) of said Article shall be deemed to be replaced with "the main clause of Article 115, paragraph (1) as applied mutatis mutandis pursuant to Article 66 of the Special Treatment Act"; and the term "Article 46, paragraph (3), item (iii)" in said paragraph and paragraph (7) of said Article shall be deemed to be replaced with "Article 33, paragraph (3), item (iii) of the Special Treatment Act."
(Confirmation in Cases where There are Types of Right for which Consent Could Not be Obtained)
Article 121 The provision of Article 200, paragraph (1) of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where a proposed Reorganization Plan is not approved because consent that meets the requirements set forth in paragraph (5) of said Article could not be obtained for some types of rights prescribed in Article 196, paragraph (1) of said Act as applied mutatis mutandis pursuant to Article 117 and the provisions of Article 200, paragraphs (2) and (3) of said Act shall apply mutatis mutandis to the cases where it is obvious that the consent that meets the requirements set forth in paragraph (5) of said Article cannot be obtained for some types of rights prescribed in Article 196, paragraph (1) of said Act as applied mutatis mutandis pursuant to Article 117 for a proposed Reorganization Plan.
(Time When Reorganization Plan Becomes Effective)
Article 122 A Reorganization Plan shall become effective when an order of confirmation is made.
(Immediate Appeal Against Order of Confirmation of the Reorganization Plan, etc.)
Article 123 The provision of Article 202 of the Corporate Reorganization Act shall apply mutatis mutandis to an immediate appeal against an order of confirmation or disconfirmation of a Reorganization Plan of a Cooperative Structured Financial Institution. In this case, the phrase "Article 168, paragraph (1), items (iv) to (vi)" in paragraph (2) of said Article shall be deemed to be replaced with "Article 93, paragraph (1), item (iv) or (v) of the Special Treatment Act"; and the term "Article 13" in paragraph (5) of said Article shall be deemed to be replaced with "Article 12 of the Special Treatment Act."
Section 8 Procedures After Confirmation of Reorganization Plan
Subsection 1 Effect of Order of Confirmation of the Reorganization Plan
(Scope of Effect of Reorganization Plan)
Article 124 (1) A Reorganization Plan shall be effective in the interest of and against the following persons:
(i) Cooperative Structured Financial Institution in Need of Reorganization;
(ii) All Reorganization Creditors, etc. and Partners, etc.;
(iii) Any person who assumes a debt or provides security for the purpose of reorganization of the business of the Cooperative Structured Financial Institution in Need of Reorganization;
(iv) Converted Cooperative Structured Financial Institution or Converted Bank;
(v) New Cooperative Structured Financial Institution (meaning Cooperative Structured Financial Institution established under clauses prescribed in Article 103, paragraph (1) as specified in the Reorganization Plan; hereinafter the same shall apply in this Chapter); and
(vi) New Stock Company (meaning Stock Company incorporated under clauses prescribed in Article 183 of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 104 as specified in the Reorganization Plan; hereinafter the same shall apply in this Chapter).
(2) A Reorganization Plan shall not affect any rights held by a Reorganization Creditor, etc. against the guarantor of a Cooperative Structured Financial Institution in Need of Reorganization or any other person who owes debts jointly with the Cooperative Structured Financial Institution in Need of Reorganization, and any security provided by persons other than the Cooperative Structured Financial Institution in Need of Reorganization in the interest of a Reorganization Creditor, etc.
(Discharge, etc. from Reorganization Claims, etc.)
Article 125 (1) When an order of confirmation of the Reorganization Plan is made, the Cooperative Structured Financial Institution in Need of Reorganization shall be discharged from its liabilities for all Reorganization Claims, etc., except for the following rights, and any rights of Partners, etc and any security interest on the property of the Cooperative Structured Financial Institution in Need of Reorganization shall be extinguished:
(i) Rights approved pursuant to the provisions of the Reorganization Plan or provisions of this Chapter;
(ii) Right to claim the retirement allowance of a person who was a board member, etc. (meaning board member, inspector, Representative Board Member, liquidator or representative liquidator) or employee of the Cooperative Structured Financial Institution in Need of Reorganization after the commencement of Reorganization Proceedings and remains in such position even after an order of confirmation of the Reorganization Plan is made;
(iii) Right to claim fines, etc. arising prior to the commencement of Reorganization Proceedings prescribed in Article 84(ii); and
(iv) Among Rights to Claim Tax, etc. (excluding a claim for a Foreign Tax Subject to Mutual Assistance), in cases where a sentence to imprisonment with work or a fine is imposed after the commencement of Reorganization Proceedings for evading or attempting to evade tax, etc., or having tax, etc. refunded by misconduct or failing to pay or deliver tax, etc. that should have been collected and paid or delivered, or the subject of notification is performed under the provision of Article 14, paragraph (1) of the National Tax Violations Control Act (Act No. 67 of 1900) (including the cases where applied mutatis mutandis pursuant to the Local Tax Act (Act No. 226 of 1950)), Rights to Claim Tax, etc. in the amount of which evasion was performed or attempted, refunded or not paid or delivered for which there is no filing of proofs.
(2) Notwithstanding the provisions of the preceding paragraph, the effect of discharge and extinguishment of security interests under the provisions of said paragraph with regard to a claim for a Foreign Tax Subject to Mutual Assistance may be asserted only in relation to the mutual assistance under the provision of Article 11, paragraph (1) of the Act on Special Provisions for Enforcement of Tax Treaties, etc.
(3) The provision of Article 204, paragraph (2) of the Corporate Reorganization Act shall apply mutatis mutandis to the rights to claim set forth in paragraph (1), items (iii) and (iv) in cases where an order of confirmation of the Reorganization Plan is made in Reorganization Proceedings for a Cooperative Structured Financial Institution.
(Modification of Rights of Holders of filed Reorganization Claims, etc.)
Article 126 The provisions of Article 205 to Article 208 of the Corporate Reorganization Act shall apply mutatis mutandis to an order of confirmation of the Reorganization Plan in Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, the phrase "the provisions of Article 151 to Article 153" in Article 205, paragraph (4) of said Act shall be deemed to be replaced with "the provision of Article 151"; the phrase "Membership Company set forth in Article 203, paragraph (1), item (iv), company set forth in item (v) of said paragraph" in Article 206, paragraph (2) of said Act shall be deemed to be replaced with "Converted Cooperative Structured Financial Institution and Converted Bank set forth in Article 124, paragraph (1), item (iv) of the Special Treatment Act, New Cooperative Structured Financial Institution prescribed in item (v) of said paragraph, new Stock Company prescribed in item (vi) of said paragraph"; the term "and" shall be deemed to be replaced with "and"; the term "Article 169, paragraph (1)" in Article 207 of said Act shall be deemed to be replaced with "Article 169, paragraph (1) as applied mutatis mutandis pursuant to Article 93, paragraph (3) of the Special Treatment Act"; the term "Article 50, paragraph (1)" in Article 208 of said Act shall be deemed to be replaced with "Article 50, paragraph (1) as applied mutatis mutandis pursuant to Article 36 of the Special Treatment Act"; the phrase "procedure for compulsory execution, etc., procedure for the exercise of an enterprise mortgage prescribed in Article 24, paragraph (1), item (ii)" shall be deemed to be replaced with "procedure for compulsory execution, etc prescribed in Article 24, paragraph (1), item (ii) as applied mutatis mutandis pursuant to Article 19 of the Special Treatment Act"; and the term "Article 50, paragraph (5)" shall be deemed to be replaced with "Article 50, paragraph (5) as applied mutatis mutandis pursuant to Article 36 of the Special Treatment Act."
Subsection 2 Execution of Reorganization Plan
(Execution of Reorganization Plan)
Article 127 (1) The provision of Article 209 (excluding paragraph (3)) of the Corporate Reorganization Act shall apply mutatis mutandis to a Reorganization Plan in Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, the term "Company under Reorganization" in paragraph (1) of said Article shall be deemed to be replaced with "Cooperative Structured Financial Institution in Need of Reorganization prescribed in Article 4, paragraph (7) of the Special Treatment Act (including Converted Cooperative Structured Financial Institution and Converted Bank prescribed in Article 32, paragraph (1) of the Special Treatment Act)"; the phrase "company set forth in Article 203, paragraph (1), item (v)" in paragraph (2) of said Article shall be deemed to be replaced with "New Cooperative Structured Financial Institution prescribed in Article 124, paragraph (1), item (v) of the Special Treatment Act and new Stock Company prescribed in item (vi) of said paragraph"; the phrase "the first sentence of Article 72, paragraph (4)" in paragraph (4) of said Article shall be deemed to be replaced with "the first sentence of Article 72, paragraph (4) as applied mutatis mutandis pursuant to Article 45 of the Special Treatment Act"; and the phrase "the main clause of Article 151, paragraph (1)" in item (ii) of said paragraph shall be deemed to be replaced with "the main clause of Article 151, paragraph (1) as applied mutatis mutandis pursuant to Article 88 of the Special Treatment Act."
(2) The provision of Article 209, paragraph (3) of the Corporate Reorganization Act shall apply mutatis mutandis to requests for reports and inspections of a Converted Cooperative Structured Financial Institution by a trustee and examiner and requests for reports and inspections of a New Cooperative Structured Financial Institution by a trustee. In this case, the phrase "Director at Incorporation, Auditor at Incorporation, director, accounting advisor, company auditor, executive officer, accounting auditor, member who executes business" in said paragraph shall be deemed to be replaced with "board member, inspector, accounting auditor."
(3) The provision of Article 209, paragraph (3) of the Corporate Reorganization Act shall apply mutatis mutandis to requests for reports and inspections of a Converted Bank by a trustee and examiner and requests for reports and inspections of a new Stock Company by a trustee. In this case, the phrase "accounting auditor, member who executes business" in said paragraph shall be deemed to be replaced with "accounting auditor."
(Exclusion of Provisions of Laws and Regulations on Resolution, etc. of General Meeting)
Article 128 (1) Notwithstanding the provisions of the Small and Medium-Sized Enterprise Cooperatives Act, Shinkin Bank Act, Labor Bank Act or any other laws and regulations or the articles of incorporation, the execution of a Reorganization Plan shall not require a resolution of the general meeting, resolution of the shareholders meeting or any other order of authorities of the Cooperative Structured Financial Institution in Need of Reorganization, Converted Cooperative Structured Financial Institution, Converted Bank, New Cooperative Structured Financial Institution or new Stock Company.
(2) For the execution of a Reorganization Plan, notwithstanding the provisions of the Companies Act or any other laws and regulations, shareholders of a Converted Bank or new Stock Company may not request the Converted Bank or new Stock Company to purchase their holdings of shares.
(3) For the execution of a Reorganization Plan, notwithstanding the provisions of the items of Article 828, paragraph (1) (including the cases where applied mutatis mutandis pursuant to the provisions of Article 32, Article 57 (including the cases where applied mutatis mutandis pursuant to Article 57, paragraph (3), item (vi) of the Small and Medium-Sized Enterprise Cooperatives Act) and Article 67 of the Small and Medium-Sized Enterprise Cooperatives Act, the provisions of Article 28, Article 52-2 (including the cases where applied mutatis mutandis pursuant to Article 58, paragraph (7) of the Shinkin Bank Act) and Article 61-7 of the Shinkin Bank Act, the provisions of Article 28, Article 57-2 (including the cases where applied mutatis mutandis pursuant to Article 62, paragraph (7) of Labor Bank Act) and Article 65 of the Labor Bank Act, the provisions of Article 53, paragraph (1) and Article 65, paragraph (1) of the Merger and Conversion Act and the provision of Article 14, paragraph (3) of the Act on Preferred Equity Investment by Cooperative Structured Financial Institution (Act No. 44 of 1993); hereinafter the same shall apply in this paragraph) and the items of Article 828, paragraph (2) and the items of Article 829 (including the cases where applied mutatis mutandis pursuant to Article 14, paragraph (4) of the Act on Preferred Equity Investment by Cooperative Structured Financial Institution; hereinafter the same shall apply in this paragraph) of the Companies Act and Article 22, paragraph (5), items (i) and (ii) of the Act on Preferred Equity Investment by Cooperative Structured Financial Institution, a Partner, etc., board member, inspector, liquidator, shareholder, etc. (meaning shareholder, etc. prescribed in Article 828, paragraph (2), item (i) of the Companies Act), holder of share options, preferred equity investor (meaning preferred equity investor set forth in Article 13, paragraph (1) of the Act on Preferred Equity Investment by Cooperative Structured Financial Institution), bankruptcy trustee or creditor of a Cooperative Structured Financial Institution in Need of Reorganization, Converted Cooperative Structured Financial Institution, Converted Bank, New Cooperative Structured Financial Institution or new Stock Company may not file any lawsuit for nullification of any acts listed in the items of Article 828, paragraph (1) of the Companies Act or any an action for declaratory judgment of absence of any acts listed in the items of Article 829 of said Act.
(Special Provisions on Board member, etc. of Cooperative Structured Financial Institution in Need of Reorganization)
Article 129 (1) When the name of any board member, inspector, Representative Board Member, accounting auditor, liquidator or representative liquidator is specified in a Reorganization Plan pursuant to the provision of Article 94, these respective persons shall become a board member, inspector, Representative Board Member, accounting auditor, liquidator or representative liquidator at the time when an order of confirmation of the Reorganization Plan is made.
(2) When the method of appointment of any board member, inspector, accounting auditor or liquidator is specified in a Reorganization Plan pursuant to the provision of Article 94, these persons shall be appointed by the method specified in the Reorganization Plan.
(3) When the method of selection of a Representative Board Member or representative liquidator is specified in a Reorganization Plan pursuant to the provision of Article 94, paragraph (1), item (i) or paragraph (2), item (i), these persons shall be selected by the method specified in the Reorganization Plan.
(4) The existing board member, inspector, accounting auditor or liquidator of a Cooperative Structured Financial Institution in Need of Reorganization shall resign at the time when an order of confirmation of the Reorganization Plan is made; provided, however, that they shall not be precluded from continuing to serve as a board member, inspector, accounting auditor or liquidator pursuant to the provision of paragraph (1).
(5) The provision of the preceding paragraph shall apply mutatis mutandis to the existing Representative Board Member or representative liquidator of a Cooperative Structured Financial Institution in Need of Reorganization.
(6) The term of office of a person appointed as a board member, inspector, accounting auditor or liquidator pursuant to the provisions of paragraphs (1) to (3) and a person selected as Representative Board Member or representative liquidator pursuant to these provisions shall be as specified in a Reorganization Plan.
(Special Provisions on Reduction of the Unit Amount of Contribution)
Article 130 In cases where the reduction of the unit amount of contribution by a Cooperative Structured Financial Institution in Need of Reorganization is specified in a Reorganization Plan pursuant to the provision of Article 95, item (i), the provisions of Article 56 and Article 56-2 of the Small and Medium-Sized Enterprise Cooperatives Act, Article 51 and Article 52 of the Shinkin Bank Act or Article 56 and Article 57 of the Labor Bank Act shall not apply.
(Special Provisions on Amendment of the Articles of Incorporation)
Article 131 The provision of Article 213 of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where the amendment of the articles of incorporation by a Cooperative Structured Financial Institution in Need of Reorganization is specified in a Reorganization Plan in Reorganization Proceedings for the Cooperative Structured Financial Institution pursuant to the provision of Article 95, item (ii).
(Special Provisions on Assignment of Business, etc.)
Article 132 In cases where the performance of an act set forth in Article 95, item (iii) by a Cooperative Structured Financial Institution in Need of Reorganization is specified in a Reorganization Plan, the provisions of Article 34 and Article 35 of the Banking Act as applied mutatis mutandis pursuant to Article 6, paragraph (1) of the Small and Medium-Sized Enterprise Cooperatives Act, Article 89, paragraph (1) of the Shinkin Bank Act or Article 94, paragraph (1) of the Labor Bank Act shall not apply.
(Special Provisions on Receipt of Contributions)
Article 133 (1) In cases where the granting of the right to receive the allotment of a contribution set forth in Article 96, item (v) to a Reorganization Creditor, etc. or Partner, etc. is specified in the Reorganization Plan pursuant to the provision of said item, a Cooperative Structured Financial Institution in Need of Reorganization shall make notification of the following matters to such Reorganization Creditor, etc. or Partner, etc.:
(i) The unit amount and the number of units of contribution to be allotted to said Reorganization Creditor, etc. or Partner, etc.;
(ii) The date set forth in Article 96, item (v); and
(iii) A statement to the effect that the right to receive the allotment of a contribution set forth in Article 96, item (v) may be assigned to a Partner, etc. or a person qualified as a Partner, etc. with the approval of the Cooperative Structured Financial Institution in Need of Reorganization.
(2) The notice under the provision of the preceding paragraph shall be given two weeks before the date set forth in item (ii) of said paragraph.
(3) A person who holds the right to receive the allotment of a contribution set forth in Article 96, item (v) shall lose said right when, despite the fact that the Cooperative Structured Financial Institution in Need of Reorganization gave notice under the provision of paragraph (1), he/she fails to apply for a contribution by the date set forth in item (ii) of said paragraph.
(4) In the case prescribed in paragraph (1), in cases where the number of units of the contribution to be allotted to a Reorganization Creditor, etc. or Partner, etc. who holds the right to receive the allotment of the contribution set forth in Article 96, item (v) includes a fraction less than one yen, such fraction shall be rounded off.
(Special Provisions on Receipt of Contributions in Exchange for Extinguishment of Right of Reorganization Creditor, etc. or Partner, etc.)
Article 134 In cases where the receipt of contributions in exchange for the extinguishment of the whole or part of the right of a Reorganization Creditor, etc. or Partner, etc. is specified in the Reorganization Plan pursuant to the provision of Article 97, the Reorganization Creditor, etc. or Partner, etc. shall become the Partner, etc., in accordance with the provisions on the matters listed in item (ii) of said Article, at the time when an order of confirmation of the Reorganization Plan is made.
(Special Provisions on Absorption-Type Merger)
Article 135 (1) In cases where the Absorption-Type Merger prescribed in Article 98, paragraph (1) by a Cooperative Structured Financial Institution in Need of Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph, if there is any provision on the matters listed in item (ii), sub-item (a) of said paragraph, a Reorganization Creditor, etc. shall become the Partner, etc. of the Financial Institution Surviving an Absorption-Type Merger, in accordance with the provisions on the matters listed in item (iii) of said paragraph, on the day on which the Absorption-Type Merger comes into effect (hereinafter referred to as "Effective Date" in this Article).
(2) In cases where the Absorption-Type Merger prescribed in Article 98, paragraph (1) by a Cooperative Structured Financial Institution in Need of Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph, the provisions of Article 63-4, paragraphs (1), (2), (4) and (5) of the Small and Medium-Sized Enterprise Cooperatives Act, Article 61-2, paragraphs (1), (2), (4) and (5) of the Shinkin Bank Act, or Article 62-5, paragraphs (1), (2), (4) and (5) of the Labor Bank Act, and Article 34, paragraphs (1) and (2), Article 36 (excluding the part pertaining to the notice to the pledgee), and Articles 36-2 to 38 of the Merger and Conversion Act shall not apply to Cooperative Structured Financial Institutions in need of reorganization.
(3) In cases where the Absorption-Type Merger prescribed in Article 98, paragraph (2) by a Cooperative Structured Financial Institution in Need of Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph, if there is any provision on the matters listed in item (ii), sub-item (a) of said paragraph, the Reorganization Creditor, etc. shall become the shareholder of the shares referred to in item (ii), sub-item (a) of said paragraph, in accordance with the provisions on the matters listed in item (iii) of said paragraph, on the Effective Date.
(4) In cases where the Absorption-Type Merger prescribed in Article 98(2) by a Cooperative Structured Financial Institution in Need of Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph, in the cases listed in each of the following items, the Partner, etc. of the Cooperative Structured Financial Institution in Need of Reorganization shall become the persons prescribed in the respective items, in accordance with the provisions on the matters listed in item (v) of said paragraph, on the Effective Date:
(i) In cases where there is any provision on the matters listed in Article 98(2)(iv)(a), the bondholder of bonds referred to in sub-item (a) of said item;
(ii) In cases where there is any provision on the matters listed in Article 98(2)(iv)(b), the holder of share options referred to in sub-item (b) of said item; and
(iii) In cases where there is any provision on the matters listed in Article 98, paragraph (2), item (iv), sub-item (c), the bondholder of bonds with share options referred to in sub-item (c) of said item and the holder of share options attached to said bonds with share options.
(5) In the case prescribed in the preceding paragraph, the provisions of Article 34, paragraphs (1) and (2), Article 36 (excluding the part pertaining to the notice to the pledgee), and Articles 36-2 to 38 of the Merger and Conversion Act shall not apply to Cooperative Structured Financial Institutions in need of reorganization.
(6) In cases where the Absorption-Type Merger prescribed in Article 98, paragraph (3) by a Cooperative Structured Financial Institution in Need of Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph, the provisions of Article 63-5, paragraph (1), (2), (6) and (7) of the Small and Medium-Sized Enterprise Cooperatives Act, Article 61-3, paragraphs (1), (2), (6) and (7) of the Shinkin Bank Act, or Article 62-6, paragraphs (1), (2), (6) and (7) of the Labor Bank Act, Articles 40 and 42-2 of the Merger and Conversion Act, and Article 36 (excluding the part pertaining to the notice to the pledgee), Article 37 and Article 38 of the Merger and Conversion Act as applied mutatis mutandis pursuant to Article 43 of the Merger and Conversion Act shall not apply to Cooperative Structured Financial Institutions in need of reorganization.
(Special Provisions on Consolidation-Type Merger)
Article 136 (1) In cases where the Consolidation-Type Merger by a Cooperative Structured Financial Institution in Need of Reorganization is specified in the Reorganization Plan pursuant to the provision of Article 99, the duties of the organizing committee member concerning the Cooperative Structured Financial Institution in Need of Reorganization shall be performed by the trustee.
(2) In cases where the Consolidation-Type Merger prescribed in Article 99, paragraph (1) by a Cooperative Structured Financial Institution in Need of Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph, if there is any provision on the matters listed in item (ii) of said paragraph, the Reorganization Creditor, etc. shall become the Partner, etc. of the Financial Institution Established by Consolidation-Type Merger, in accordance with the provisions on the matters listed in item (iii) of said paragraph, on the day on which the Financial Institution Established by Consolidation-Type Merger is established.
(3) In cases where the Consolidation-Type Merger prescribed in Article 99, paragraph (1) by a Cooperative Structured Financial Institution in Need of Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph, the provisions of Article 63-6, paragraphs (1), (2), (4) and (5) of the Small and Medium-Sized Enterprise Cooperatives Act, Article 61-4, paragraphs (1), (2), (4) and (5) of the Shinkin Bank Act, or Article 62-7, paragraphs (1), (2), (4) and (5) of the Labor Bank Act, and Article 34, paragraphs (1) and (2), Article 36 (excluding the part pertaining to the notice to the pledgee), and Articles 36-2 to 38 of the Merger and Conversion Act shall not apply to Cooperative Structured Financial Institutions in need of reorganization.
(4) In cases where the Consolidation-Type Merger prescribed in Article 99, paragraph (2) by a Cooperative Structured Financial Institution in Need of Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph, if there is any provision on the matters listed in item (ii) of said paragraph, the Reorganization Creditor, etc. shall become the shareholder of the shares referred to in item (ii) of said paragraph, in accordance with the provisions on the matters listed in item (iii) of said paragraph, on the day on which a Financial Institution Established by Consolidation-Type Merger is established.
(5) In cases where the Consolidation-Type Merger prescribed in Article 99, paragraph (2) by a Cooperative Structured Financial Institution in Need of Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph, in the cases listed in each of the following items, the Partners, etc. or shareholders of a Financial Institution Extinguished upon a Consolidation-Type Merger shall become the persons prescribed in the respective items, in accordance with the provisions on the matters listed in item (v) of said paragraph, on the day on which the Financial Institution Established by Consolidation-Type Merger is established:
(i) In cases where there is a provision on the matters listed in Article 99, paragraph (2), item (iv), sub-item (a), the bondholder of bonds referred to in sub-item (a) of said item;
(ii) In cases where there is a provision on the matters listed in Article 99, paragraph (2), item (iv), sub-item (b), the holder of share options referred to in sub-item (b) of said item; and
(iii) In cases where there is a provision on the matters listed in Article 99, paragraph (2), item (iv), sub-item (c), the bondholder of bonds with share options referred to in sub-item (c) of said item and the holder of share options attached to said bonds with share options.
(6) In the case prescribed in the preceding paragraph, the provisions of Article 34, paragraphs (1) and (2), Article 36 (excluding the part pertaining to the notice to the pledgee), and Articles 36-2 to 38 of the Merger and Conversion Act shall not apply to Cooperative Structured Financial Institutions in need of reorganization.
(Special Provisions on Dissolution)
Article 137 In cases where the dissolution of a Cooperative Structured Financial Institution in Need of Reorganization is specified in the Reorganization Plan pursuant to the provision of the main clause of Article 178 of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 100, the Cooperative Structured Financial Institution in Need of Reorganization shall be dissolved at the time specified in the Reorganization Plan.
(Special Provisions on Conversion)
Article 138 (1) In cases where the conversion prescribed in Article 101, paragraph (1) by a Cooperative Structured Financial Institution in Need of Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph, if there is any provision on the matters listed in item (iii), sub-item (a) of said paragraph, the Reorganization Creditor, etc. shall become the Partner, etc. of the Converted Cooperative Structured Financial Institution, in accordance with the provisions on the matters listed in item (iv) of said paragraph, on the day on which the conversion comes into effect (hereinafter referred to as "Effective Date" in this Article).
(2) The provisions of Article 129, paragraphs (1) to (3) and (6) shall apply mutatis mutandis to the cases where the conversion prescribed in Article 101, paragraph (1) by a Cooperative Structured Financial Institution in Need of Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph. In this case, the term "Article 94" in Article 129, paragraph (1) and (2) shall be deemed to be replaced with "Article 101, paragraph (1), item (ii)"; the phrase ", accounting auditor, liquidator or representative liquidator" in paragraph (1) of said Article and ", accounting auditor or liquidator" in paragraphs (2) and (6) of said Article shall be deemed to be replaced with "or accounting auditor"; the phrase "an order of confirmation of the Reorganization Plan is made" in paragraph (1) of said Article shall be deemed to be replaced with "conversion came into effect"; the phrase "Article 94, paragraph (1), item (i) or paragraph (2), item (i)" in paragraph (3) of said Article shall be deemed to be replaced with "Article 101, paragraph (1), item (ii), sub-item (a)"; and the phrase "Representative Board Member or representative liquidator" in said paragraph and paragraph (6) of said Article shall be deemed to be replaced with "Representative Board Member."
(3) In cases where the conversion prescribed in Article 101, paragraph (1) by a Cooperative Structured Financial Institution in Need of Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph, the provisions of Article 34, paragraphs (1) and (2), Article 36 (excluding the part pertaining to the notice to the pledgee), Article 37 and Article 38 of the Merger and Conversion Act as applied mutatis mutandis pursuant to Article 63 of the Merger and Conversion Act shall not apply.
(4) The provision of Article 61, paragraph (4) of the Merger and Conversion Act shall not apply to the term of office of the board member and inspector of the Converted Cooperative Structured Financial Institution appointed pursuant to the provision of paragraph (2).
(5) In cases where the conversion prescribed in Article 102, paragraph (1) by a Cooperative Structured Financial Institution in Need of Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph, if there is any provision on the matters listed in item (iv), sub-item (a) of said paragraph, the Reorganization Creditor, etc. shall become the shareholder of the shares referred to in item (iv), sub-item (a) of said paragraph, in accordance with the provisions on the matters listed in item (v) of said paragraph, on the Effective Date.
(6) The provisions of Article 211, paragraphs (1) to (3) and (6) of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where the conversion prescribed in Article 102, paragraph (1) by a Cooperative Structured Financial Institution in Need of Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph. In this case, the term "Article 173" in Article 211, paragraphs (1) and (2) of said Act shall be deemed to be replaced with "Article 102, paragraph (1), item (ii) or (iii) of the Special Treatment Act"; the phrase ", accounting auditor, liquidator or representative liquidator" in paragraph (1) of said Article and the phrase ", accounting auditor or liquidator" in paragraphs (2) and (6) of said Article shall be deemed to be replaced with "or accounting auditor"; the phrase "an order of confirmation of the Reorganization Plan is made" in paragraph (1) of said Article shall be deemed to be replaced with "conversion (meaning conversion prescribed in Article 32, paragraph (1), item (vi) of the Special Treatment Act) came into effect"; the phrase "Article 173, paragraph (1), items (ii) to (iv) or (viii) or paragraph (2), item (ii)" in paragraph (3) of said Article shall be deemed to be replaced with "Article 102, paragraph (1), item (iii), sub-item (b), (c) or (d) of the Special Treatment Act"; and the phrase ", representative executive officer or representative liquidator" in said paragraph and paragraph (6) of said Article shall be deemed to be replaced with "or representative executive officer."
(7) In cases where the conversion prescribed in Article 102, paragraph (1) by a Cooperative Structured Financial Institution in Need of Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph, the provisions of Article 34, paragraphs (1) and (2), Article 36 (excluding the part pertaining to the notice to the pledgee), Article 37 and Article 38 of the Merger and Conversion Act as applied mutatis mutandis pursuant to Article 63 of the Merger and Conversion Act shall not apply.
(Special Provisions on Receipt of Contributions of Converted Cooperative Structured Financial Institution)
Article 139 The provision of Article 133 shall apply mutatis mutandis to the cases where the Reorganization Plan specifies that the Reorganization Creditor, etc. or Partner, etc. is to be granted the right to receive the allotment of contributions set forth in Article 96, item (v) pursuant to the provision of said item as applied mutatis mutandis pursuant to Article 101, paragraph (2). In this case, the term "Cooperative Structured Financial Institution in Need of Reorganization" in Article 133, paragraphs (1) and (3) shall be deemed to be replaced with "Converted Cooperative Structured Financial Institution"; and the term "Article 96, item (v)" in items (ii) and (iii) of paragraph (1) and paragraphs (3) and (4) of said Article shall be deemed to be replaced with "Article 96(v) as applied mutatis mutandis pursuant to Article 101, paragraph (2)."
(Special Provisions on Solicitation of Subscribers for Shares for Subscription of Converted Bank)
Article 140 (1) The provision of Article 215, paragraph (1) of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where the solicitation of subscribers for Shares for Subscription by a Converted Bank is specified in the Reorganization Plan pursuant to the provision of Article 175 of said Act as applied mutatis mutandis pursuant to Article 102, paragraph (2), when there is a provision in the articles of incorporation to the effect that the right to receive the allotment of Shares for Subscription set forth in Article 202, paragraph (1), item (i) of the Companies Act is to be granted to shareholders.
(2) In cases where the granting of the right to receive the allotment of Shares for Subscription set forth in Article 175, item (iii) of the Corporate Reorganization Act to a Reorganization Creditor, etc. or Partner, etc. is specified in the Reorganization Plan pursuant to the provision of said item as applied mutatis mutandis pursuant to Article 102, paragraph (2), the Converted Bank shall make notification of the following matters to such Reorganization Creditor, etc. or Partner, etc.:
(i) The number of Shares for Subscription to be allotted to said Reorganization Creditor, etc. or Partner, etc. (in the case of a company with class shares, the classes of Shares for Subscription and the number of shares of each class);
(ii) The date set forth in Article 175(iii) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 102, paragraph (2); and
(iii) A statement to the effect that the right to receive the allotment of Shares for Subscription set forth in Article 175, item (iii) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 102, paragraph (2) may be assigned.
(3) The notice under the provision of the preceding paragraph shall be given two weeks before the date set forth in item (ii) of said paragraph.
(4) A person who holds the right to receive the allotment of Shares for Subscription set forth in Article 175, item (iii) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 102, paragraph (2) shall lose said right when, despite the fact that a Converted Bank gave notice under the provision of paragraph (2), he/she fails to apply to subscribe for Shares for Subscription by the date set forth in item (ii) of said paragraph.
(5) In the case prescribed in paragraph (2), in cases where the number of Shares for Subscription to be allotted to a Reorganization Creditor, etc. or Partner, etc. who holds the right to receive the allotment of Shares for Subscription set forth in Article 175(iii) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 102(2) includes a fraction less than one unit, such fraction shall be rounded off.
(6) In the case prescribed in paragraph (1), the provisions of Article 199(5), Article 207, Article 210 and Part II, Chapter II, Section 8, Subsection 6 of the Companies Act shall not apply.
(Special Provisions on Solicitation of Subscribers for Share Options for Subscription of Converted Bank)
Article 141 (1) The provision of Article 215, paragraph (1) of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where the solicitation of subscribers for Share Options for Subscription by a Converted Bank is specified in the Reorganization Plan pursuant to the provision of Article 176 of said Act as applied mutatis mutandis pursuant to Article 102, paragraph (2), when there is a provision in the articles of incorporation to the effect that the right to receive the allotment of Share Options for Subscription set forth in Article 241, paragraph (1), item (i) of the Companies Act is to be granted to shareholders.
(2) In cases where the granting of the right to receive the allotment of Share Options for Subscription set forth in Article 176, item (iii) of the Corporate Reorganization Act to a Reorganization Creditor, etc. or Partner, etc. is specified in the Reorganization Plan pursuant to the provision of said item as applied mutatis mutandis pursuant to Article 102, paragraph (2), the Converted Bank shall make notification of the following matters to such Reorganization Creditor, etc. or Partner, etc.:
(i) The description and number of Share Options for Subscription to be allotted to said Reorganization Creditor, etc. or Partner, etc.;
(ii) The date set forth in Article 176, item (iii) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 102, paragraph (2); and
(iii) A statement to the effect that the right to receive the allotment of Share Options for Subscription set forth in Article 176, item (iii) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 102, paragraph (2) may be assigned.
(3) The notice under the provision of the preceding paragraph shall be given two weeks before the date set forth in item (ii) of said paragraph.
(4) A person who holds the right to receive the allotment of Share Options for Subscription set forth in Article 176, item (iii) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 102, paragraph (2) shall lose said right when, despite the fact that a Converted Bank gave notice under the provision of paragraph (2), he/she fails to apply to subscribe for Share Options for Subscription by the date set forth in item (ii) of said paragraph.
(5) In the case prescribed in paragraph (2), in cases where the number of Share Options for Subscription to be allotted to a Reorganization Creditor, etc. or Partner, etc. who holds the right to receive the allotment of Share Options for Subscription set forth in Article 176, item (iii) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 102, paragraph (2) includes a fraction less than one unit, such fraction shall be rounded off.
(6) In cases where the solicitation of subscribers for Share Options for Subscription by a Converted Bank is specified in the Reorganization Plan pursuant to the provision of Article 176 of said Act as applied mutatis mutandis pursuant to Article 102, paragraph (2), the provisions of Article 238, paragraph (5) Article 247, Article 285, paragraph (1), items (i) and (ii), Article 286, Article 286-2, paragraph (1), item (i) and Article 286-3 of the Companies Act shall not apply.
(7) In the case prescribed in the preceding paragraph, when share options with provisions on matters listed in Article 236, paragraph (1), item (iii) of the Companies Act are exercised before the close of Reorganization Proceedings, the provision of Article 284 of said Act shall not apply.
(Special Provisions on Solicitation of Subscribers for Bonds for Subscription of Converted Bank)
Article 142 (1) In cases where the granting of the right to receive the allotment of Bonds for subscription set forth in Article 177, item (iv) of the Corporate Reorganization Act to a Reorganization Creditor, etc. or Partner, etc. is specified in the Reorganization Plan pursuant to the provision of said item as applied mutatis mutandis pursuant to Article 102, paragraph (2), the Converted Bank shall make notification of the following matters to such Reorganization Creditor, etc. or Partner, etc.:
(i) The classes of Bonds for subscription to be allotted to said Reorganization Creditor, etc. or Partner, etc., and the total amount for each class of Bonds for subscription;
(ii) The date set forth in Article 177, item (iv) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 102, paragraph (2); and
(iii) A statement to the effect that the right to receive the allotment of Bonds for subscription set forth in Article 177, item (iv) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 102, paragraph (2) may be assigned.
(2) The notice under the provision of the preceding paragraph shall be given two weeks before the date set forth in item (ii) of said paragraph.
(3) A person who holds the right to receive the allotment of Bonds for subscription set forth in Article 177, item (iv) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 102, paragraph (2) shall lose said right when, despite the fact that a Converted Bank gave notice under the provision of paragraph (1), he/she fails to apply to subscribe for Bonds for subscription by the date set forth in item (ii) of said paragraph.
(4) In the case prescribed in paragraph (1), in cases where the number of Bonds for subscription to be allotted to a Reorganization Creditor, etc. or Partner, etc. who holds the right to receive the allotment of Bonds for subscription set forth in Article 177, item (iv) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 102, paragraph (2) includes a fraction less than one unit, such fraction shall be rounded off.
(Special Provisions on Establishment of New Cooperative Structured Financial Institution or New Stock Company)
Article 143 (1) In cases where the establishment of a New Cooperative Structured Financial Institution or a new Stock Company is specified in the Reorganization Plan pursuant to the provision of Article 103, paragraph (1) or the provision of the main clause of Article 183 of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 104, the duties of the incorporator concerning said New Cooperative Structured Financial Institution or new Stock Company (hereinafter referred to as "New Juridical Person" in this Article) shall be performed by the trustee.
(2) In the case prescribed in the preceding paragraph, the articles of incorporation of the New Juridical Person shall not come into effect unless the certification of the Court has been obtained.
(3) In the case prescribed in paragraph (1), a resolution of the organizational meeting of the New Juridical Person may be adopted only if the content of such resolution does not defeat the purpose of the Reorganization Plan.
(4) In the case prescribed in paragraph (1), when the New Juridical Person is not established, a Cooperative Structured Financial Institution in Need of Reorganization shall be responsible for any act performed by the trustee in relation to the establishment of the New Juridical Person pursuant to the provision of said paragraph and bear the expenses disbursed in relation to the establishment of the New Juridical Person.
(5) The provisions of Article 129, paragraphs (1) to (3) and (6) shall apply mutatis mutandis to the appointment or selection and term of office of any board member, inspector, Representative Board Member and accounting auditor at the time of establishment of a New Cooperative Structured Financial Institution in the case prescribed in paragraph (1); the provision of Article 133 shall apply mutatis mutandis to the cases where the right to receive the allotment of contributions of the New Cooperative Structured Financial Institution is to be granted to the Reorganization Creditor, etc. or Partner, etc.; and the provision of Article 134 shall apply mutatis mutandis to the receipt of contributions of the New Cooperative Structured Financial Institution in exchange for the extinguishment of the right of the Reorganization Creditor, etc. or Partner, etc. In this case, the term "Article 94, paragraph (1), item (i)" in Article 129, paragraph (1) shall be deemed to be replaced with "Article 106, paragraph (1), item (vii)"; the phrase "an order of confirmation of the Reorganization Plan is made" shall be deemed to be replaced with "the New Cooperative Structured Financial Institution was established"; the phrase "item (ii) of said paragraph" shall be deemed to be replaced with "said item"; the term "Article 94, paragraph (2)" in paragraph (2) of said Article shall be deemed to be replaced with "Article 106, paragraph (1), item (vii)"; the term "said paragraph" shall be deemed to be replaced with "said item"; the phrase "the main clause of Article 35, paragraph (3)" in paragraph (3) of said Article shall be deemed to be replaced with "the proviso to Article 35, paragraph (3)"; the phrase "the main clause of Article 34, paragraph (3)" shall be deemed to be replaced with "the proviso to Article 34, paragraph (3)"; and the term "general meeting" shall be deemed to be replaced with "organizational meeting."
(6) The provisions of Article 211, paragraphs (1) to (3) of the Corporate Reorganization Act shall apply mutatis mutandis to the appointment or selection of a Director at Incorporation, etc. (meaning Director at Incorporation, etc. prescribed in Article 183, item (x) of said Act as applied mutatis mutandis pursuant to Article 104; hereinafter the same shall apply in this paragraph) at the time of incorporation of a new Stock Company in the case prescribed in paragraph (1), and the provision of Article 211, paragraph (6) of said Act shall apply mutatis mutandis to the term of office of a director of new company, etc. (meaning director of new company, etc. prescribed in said item; hereinafter the same shall apply in this paragraph) in cases where a Director at Incorporation, etc. of the new Stock Company becomes such director of a new company, etc. after the incorporation of the new Stock Company. In this case, the term "Article 173" in Article 211, paragraphs (1) and (2) of said Act shall be deemed to be replaced with "Article 183, item (viii) or (ix) as applied mutatis mutandis pursuant to Article 104 of the Special Treatment Act"; the phrase "an order of confirmation of the Reorganization Plan is made" in paragraph (1) of said Article shall be deemed to be replaced with "the new Stock Company (meaning new Stock Company prescribed in Article 124, paragraph (1), item (vi) of the Special Treatment Act) was incorporated"; and the phrase "Article 173, paragraph (1), items (ii) to (iv) or (viii) or paragraph (2), item (ii)" in paragraph (3) of said Article shall be deemed to be replaced with "Article 183, item (ix), sub-item (a) or (e) as applied mutatis mutandis pursuant to Article 104 of the Special Treatment Act."
(7) The provisions of Article 140, paragraphs (2) to (5) shall apply mutatis mutandis to the cases where the Reorganization Creditor, etc. or Partner, etc. is to be granted the right to receive the allotment of Shares Solicited at Incorporation (meaning Shares Solicited at Incorporation prescribed in Article 58, paragraph (1) of the Companies Act; hereinafter the same shall apply in this Chapter) of a new Stock Company set forth in Article 183, item (v) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 104; the provisions of the preceding two Articles shall apply mutatis mutandis to the solicitation of subscribers for Share Options for Subscription or Bonds for subscription of a new Stock Company; and the provision of Article 217-2 of the Corporate Reorganization Act shall apply mutatis mutandis to the issue of Shares Issued at Incorporation, share options or bonds of a new Stock Company in exchange for the extinguishment of the right of the Reorganization Creditor, etc. or Partner, etc. In this case, the term "Converted Bank" in Article 140, paragraphs (2) and (4), Article 141, paragraphs (2) and (4) and paragraphs (1) and (3) of the preceding Article shall be deemed to be replaced with "new Stock Company"; the phrase "Article 175, item (iii) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 102, paragraph (2)" in Article 140, paragraph (2), items (ii) and (iii), paragraphs (4) and (5) shall be deemed to be replaced with "Article 183(v) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 104"; the phrase "Article 176 of said Act as applied mutatis mutandis pursuant to Article 102, paragraph (2)" in Article 141, paragraph (1) shall be deemed to be replaced with "Article 183, item (xi) of said Act as applied mutatis mutandis pursuant to Article 104"; the phrase "Article 176, item (iii) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 102, paragraph (2)" in paragraphs (2), (4) and (5) of said Article and the phrase "Article 176 of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 102, paragraph (2)" in paragraph (6) of said Article shall be deemed to be replaced with "Article 183, item (xi) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 104"; the phrase "Article 177, item (iv) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 102, paragraph (2)" in paragraphs (1), (3) and (4) of the preceding Article shall be deemed to be replaced with "Article 183, item (xii) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 104"; the terms "Article 177-2, paragraph (1)" and "item (iii) of said paragraph" in Article 217-2, paragraph (1) of said Act, the terms "Article 177-2, paragraph (2)" and "item (vi) of said paragraph" in paragraph (2) of said Article and the terms "Article 177-2, paragraph (3)" and "item (vii) of said paragraph" in paragraph (3) of said Article shall be deemed to be replaced with "Article 183, item (xiii) as applied mutatis mutandis pursuant to Article 104 of the Special Treatment Act"; the phrase "or shareholders" in said Article shall be deemed to be replaced with "or Partner, etc. (meaning Partner, etc. prescribed in Article 2, paragraph (10) of the Special Treatment Act)"; and the phrase "an order of confirmation of the Reorganization Plan is made" shall be deemed to be replaced with "the new Stock Company (meaning new Stock Company prescribed in Article 124, paragraph (1), item (vi) of the Special Treatment Act) was incorporated."
(8) When the establishment of a New Cooperative Structured Financial Institution is specified in the case prescribed in paragraph (1), the provisions of Article 24, paragraph (1) of the Small and Medium-Sized Enterprise Cooperatives Act, Article 22, paragraph (1) and Article 23, paragraphs (2) and (5) of the Shinkin Bank Act or Article 22, paragraph (1) and Article 23, paragraph (2) of the Labor Bank Act shall not apply.
(9) When the incorporation of a new Stock Company is specified in the case prescribed in paragraph (1), the provisions of Article 25, paragraph (1), items (i) and (2), Article 26, paragraph (2), Article 27, item (v), Article 30, Part II Chapter I Section 3 (excluding Article 37, paragraph (3)), Section 4 (excluding Article 39), Sections 5 and 6, Article 50, Article 51, Section 8 of said Chapter, Article 58, Article 59, paragraph (1), items (i) (limited to the part pertaining to the name of the notary), (ii) (limited to the part pertaining to the matters listed in Article 27, item (v) and the items of Article 32, paragraph (1) of the Companies Act) and (iii), Article 65, paragraph (1), Article 88 to Article 90 inclusive, Article 93 and Article 94 (limited to the part pertaining to the matters listed in Article 93, paragraph (1), items (i) and (ii) of said Act in the same provisions) and Article 103 of the Companies Act shall not apply.
(Treatment of Retirement Allowance of Persons Transferred to Converted Cooperative Structured Financial Institution, etc.)
Article 144 (1) A person who was a board member, etc. or an employee prescribed in Article 125, paragraph (1), item (ii) of a Cooperative Structured Financial Institution in Need of Reorganization after the commencement of Reorganization Proceedings, retired from the Cooperative Structured Financial Institution in Need of Reorganization upon entity conversion of the Cooperative Structured Financial Institution in Need of Reorganization or upon the establishment of a New Cooperative Structured Financial Institution or a new Stock Company as specified in the Reorganization Plan and successively became a board member, etc. or an employee prescribed in said item of a Converted Cooperative Structured Financial Institution or a New Cooperative Structured Financial Institution or director, accounting advisor, company auditor, representative director, executive officer, representative executive officer or employee of the Converted Bank or new Stock Company may not receive the payment of a retirement allowance from the Cooperative Structured Financial Institution in Need of Reorganization.
(2) The period of service of the person prescribed in the preceding paragraph at the Cooperative Structured Financial Institution in Need of Reorganization for the calculation of retirement allowance shall be deemed to be the period of service at the Converted Cooperative Structured Financial Institution, Converted Bank, New Cooperative Structured Financial Institution or new Stock Company.
(Special Provision on Jurisdiction)
Article 145 Notwithstanding the provision of Article 868, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 51 of the Merger and Conversion Act as applied mutatis mutandis pursuant to Article 67 of the Merger and Conversion Act, cases pertaining to the petition for permission under the provision of Article 234, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 51 of the Merger and Conversion Act as applied mutatis mutandis pursuant to Article 67 of the Merger and Conversion Act in cases where the conversion of a Cooperative Structured Financial Institution in Need of Reorganization is specified in the Reorganization Plan shall be under the jurisdiction of the Reorganization Court until the close of Reorganization Proceedings.
(Assignment of Right to Receive the Allotment of Contributions, etc.)
Article 146 (1) In cases where the right to receive the allotment of contributions of a Cooperative Structured Financial Institution in Need of Reorganization, Converted Cooperative Structured Financial Institution or a New Cooperative Structured Financial Institution was granted to a Reorganization Creditor, etc. or Partner, etc. as specified in the Reorganization Plan, such right may be assigned to the Partner, etc. or a person who is qualified therefor with the approval of the Cooperative Structured Financial Institution.
(2) In cases where the right to receive the allotment of Shares for Subscription, Shares Solicited at Incorporation, Share Options for Subscription or Bonds for subscription of a Converted Bank or new Stock Company was granted to a Reorganization Creditor, etc. or Partner, etc. as specified in the Reorganization Plan, such right may be assigned to another person.
(Special Provisions on Act on Prohibition of Private Monopolization and Maintenance of Fair Trade)
Article 147 The provision of Article 229 of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where, as specified in a Reorganization Plan, a Reorganization Creditor, etc. or Partner, etc. is to acquire shares of a Converted Bank or a Stock Company incorporated as specified in the Reorganization Plan.
(Succession to Right based on Permission, Confirmation, etc.)
Article 148 When the transfer of rights and duties based on permission, confirmation, license or any other disposition obtained from an administrative agency by a Cooperative Structured Financial Institution in Need of Reorganization to the same type of New Cooperative Structured Financial Institution is specified in the Reorganization Plan, notwithstanding the provisions of any other laws and regulations, said New Cooperative Structured Financial Institution shall succeed to the rights and duties.
(Special Provisions on Corporation Tax Act, etc.)
Article 148-2 (1) When the succession to obligations pertaining to the Right to Claim Tax, etc. of a Cooperative Structured Financial Institution in Need of Reorganization by a New Cooperative Structured Financial Institution or a new Stock Company is specified in the Reorganization Plan, said New Cooperative Structured Financial Institution or new Stock Company shall be liable to perform said obligation, and the Cooperative Structured Financial Institution in Need of Reorganization shall be relieved from said obligation.
(2) When an Order of Commencement of Reorganization Proceedings is made, the business year of a Cooperative Structured Financial Institution in Need of Reorganization shall end at the time of the commencement thereof, and the subsequent business year shall end at the time when the Reorganization Plan is confirmed (when Reorganization Proceedings are closed by that time, the day on which the Reorganization Proceedings were closed); provided, however, that this shall not preclude the application of the provision of the proviso to Article 13, paragraph (1) of the Corporation Tax Act (Act No. 34 of 1965) and Article 72-13, paragraph (4) of the Local Tax Act.
Subsection 3 Modification of Reorganization Plan
Article 149 (1) The provisions of Article 233, paragraphs (1) to (5) of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where the need to modify any matters specified in the Reorganization Plan arises due to unavoidable reasons after an order of confirmation of the Reorganization Plan of a Cooperative Structured Financial Institution is made.
(2) An immediate appeal may be filed against the order prescribed in Article 233, paragraph (5) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to the preceding paragraph.
(3) The provisions of Article 202, paragraphs (2) to (5) of the Corporate Reorganization Act shall apply mutatis mutandis to the case referred to in the preceding paragraph. In this case, the phrase "Article 168, paragraph (1), items (iv) to (vi)" in paragraph (2) of said Article shall be deemed to be replaced with "Article 93, paragraph (1), item (iv) or (v) of the Special Treatment Act"; and the term "Article 13" in paragraph (5) of said Article shall be deemed to be replaced with "Article 12 of the Special Treatment Act."
(4) The provision of Article 72, paragraph (7) of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where the provisions of the Reorganization Plan are revoked under the provision of the first sentence of Article 72, paragraph (4) of said Act as applied mutatis mutandis pursuant to Article 45 due to the modification of the Reorganization Plan. In this case, the term "Article 10, paragraph (4)" in Article 72, paragraph (7) of said Act shall be deemed to be replaced with "Article 10, paragraph (4) as applied mutatis mutandis pursuant to Article 10 of the Special Treatment Act."
Section 9 Close of Reorganization Proceedings
Subsection 1 Grounds for Close of Reorganization Proceedings
Article 150 The provision of Article 234 of the Corporate Reorganization Act shall apply mutatis mutandis to the close of Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, the term "Article 44, paragraph (1)" in item (ii) of said Article shall be deemed to be replaced with "Article 44, paragraph (1) as applied mutatis mutandis pursuant to Article 31 of the Special Treatment Act."
Subsection 2 Close of Reorganization Proceedings Before Confirmation of Reorganization Plan
Division 1 Order of Disconfirmation of the Reorganization Plan
(Effect of Entries in Schedule of Reorganization Creditor, etc. Upon Order of Disconfirmation Becoming Final and Binding)
Article 151 The provision of Article 235 of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where an order of disconfirmation of the Reorganization Plan becomes final and binding in Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, the phrase "Article 147, paragraph (2), Article 148, paragraph (4) or the second sentence of Article 149, paragraph (3)" in paragraph (2) of said Article shall be deemed to be replaced with "Article 147, paragraph (2), Article 148, paragraph (4) or the second sentence of Article 149, paragraph (3) as applied mutatis mutandis pursuant to Article 87 of the Special Treatment Act."
Division 2 Discontinuance of Reorganization Proceedings Before Confirmation of Reorganization Plan
(Discontinuance, etc. of Reorganization Proceedings in Cases where Reorganization is Difficult)
Article 152 (1) The provisions of Article 236, Article 237 and Article 238, paragraphs (1) to (5) of the Corporate Reorganization Act shall apply mutatis mutandis to an order of discontinuance of Reorganization Proceedings in Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, the phrase "the main clause of Article 198, paragraph (1)" in Article 236, item (iii) of said Act shall be deemed to be replaced with "the main clause of Article 198, paragraph (1) as applied mutatis mutandis pursuant to Article 119 of the Special Treatment Act"; the term "Article 138, paragraph (1)" in Article 237, paragraph (1) of said Act shall be deemed to be replaced with "Article 138, paragraph (1) as applied mutatis mutandis pursuant to Article 81 of the Special Treatment Act"; the term "Article 17, paragraph (1)" shall be deemed to be replaced with "Article 15, paragraph (1) of the Special Treatment Act"; and the term "Article 13" in Article 238, paragraph (3) of said Act shall be deemed to be replaced with "Article 12 of the Special Treatment Act."
(2) The provision of Article 235 of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where an order of discontinuance of Reorganization Proceedings becomes final and binding under the provision of Article 236 or Article 237 of said Act as applied mutatis mutandis pursuant to the preceding paragraph. In this case, the phrase "Article 147, paragraph (2), Article 148, paragraph (4) or the second sentence of Article 149, paragraph (3)" in Article 235, paragraph (2) of said Act shall be deemed to be replaced with "Article 147, paragraph (2), Article 148, paragraph (4) or the second sentence of Article 149, paragraph (3) as applied mutatis mutandis pursuant to Article 87 of the Special Treatment Act."
Subsection 3 Close of Reorganization Proceedings After Confirmation of Reorganization Plan
Division 1 Termination of Reorganization Proceedings
(Order of Termination of Reorganization Proceedings)
Article 153 The provision of Article 239 of the Corporate Reorganization Act shall apply mutatis mutandis to an order of termination of Reorganization Proceedings in Reorganization Proceedings for a Cooperative Structured Financial Institution.
(Effect of Entries in Schedule of Reorganization Creditor, etc. After Termination of Reorganization Proceedings)
Article 154 The provision of Article 240 of the Corporate Reorganization Act shall apply mutatis mutandis to the effect of entries in the schedule of Reorganization Creditors and the schedule of Secured Reorganization Creditors after the termination of Reorganization Proceedings in Reorganization Proceedings for a Cooperative Structured Financial Institution.
Division 2 Discontinuance of Reorganization Proceedings After Confirmation of Reorganization Plan
Article 155 (1) The provisions of Article 241, paragraphs (1) to (3) of the Corporate Reorganization Act shall apply mutatis mutandis to an order of discontinuance of Reorganization Proceedings for a Cooperative Structured Financial Institution.
(2) The provisions of Article 238, paragraphs (1) to (3) of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where an order of discontinuance of Reorganization Proceedings is made under the provision of Article 241, paragraph (1) of said Act as applied mutatis mutandis pursuant to the preceding paragraph, the provision of Article 238, paragraph (4) of said Act shall apply mutatis mutandis to the cases where an order to revoke said order becomes final and binding, and the provision of Article 240 of said Act shall apply mutatis mutandis to the cases where an order of discontinuance of Reorganization Proceedings becomes final and binding under the provision of Article 241, paragraph (1) of said Act as applied mutatis mutandis pursuant to the preceding paragraph. In this case, the term "Article 13" in Article 238, paragraph (3) of said Act shall be deemed to be replaced with "Article 12 of the Special Treatment Act."
Section 10 Special Provisions Where Foreign Insolvency Proceedings Exist
(Cooperation with Foreign Trustees)
Article 156 The provision of Article 242 of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where there are foreign insolvency proceedings (meaning proceedings commenced in a foreign state, which are equivalent to bankruptcy proceedings or rehabilitation proceedings; hereinafter the same shall apply in this Section) against a Cooperative Structured Financial Institution in Need of Reorganization.
(Presumption of the Grounds for Commencement of Reorganization Proceedings)
Article 157 The provision of Article 243 of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where there are foreign insolvency proceedings for a Cooperative Structured Financial Institution. In this case, the term "Article 17, paragraph (1)" in said Article shall be deemed to be replaced with "Article 15, paragraph (1) of the Special Treatment Act."
(Powers of Foreign Trustee, etc.)
Article 158 (1) The provisions of Article 244 and Article 245, paragraph (1) of the Corporate Reorganization Act shall apply mutatis mutandis to a foreign trustee in foreign insolvency proceedings for a Cooperative Structured Financial Institution (meaning a person who has a right to administer and dispose of the property of the Cooperative Structured Financial Institution in foreign insolvency proceedings). In this case, the term "Article 17, paragraph (1), item (i)" in Article 244, paragraph (1) of said Act shall be deemed to be replaced with "Article 15, paragraph (1), item (i) of the Special Treatment Act"; the term "Article 242, paragraph (1)" in paragraphs (2) and (3) of said Article shall be deemed to be replaced with "Article 242, paragraph (1) as applied mutatis mutandis pursuant to Article 156 of the Special Treatment Act"; the term "Article 184, paragraph (1)" in said paragraph shall be deemed to be replaced with "Article 184, paragraph (1) as applied mutatis mutandis pursuant to Article 108 of the Special Treatment Act"; and the term "Article 43, paragraph (1)" in paragraph (4) of said Article shall be deemed to be replaced with "Article 43, paragraph (1) as applied mutatis mutandis pursuant to Article 31 of the Special Treatment Act."
(2) The provisions of Article 245, paragraphs (2) and (3) of the Corporate Reorganization Act shall apply mutatis mutandis to a trustee in Reorganization Proceedings for a Cooperative Structured Financial Institution.
Section 11 Transfer Between Reorganization Proceedings and Other Insolvency Proceedings, etc.
Subsection 1 Transfer from Bankruptcy Proceedings to Reorganization Proceedings
(Petition for Commencement of Reorganization Proceedings Filed by Bankruptcy Trustee)
Article 158-2 The provision of Article 246 of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where a fact constituting the grounds for the commencement of Reorganization Proceedings prescribed in Article 15, paragraph (1) exists with regard to a Cooperative Structured Financial Institution, which is the bankrupt. In this case, the term "Article 20, paragraph (1)" in Article 246, paragraph (4) of said Act shall be deemed to be replaced with "Article 20, paragraph (1) as applied mutatis mutandis pursuant to Article 18 of the Special Treatment Act."
(Order Not to Require Filing of Proofs of Reorganization Claims)
Article 158-3 (1) Where the Court makes an Order of Commencement of Reorganization Proceedings, when it finds it appropriate while taking into consideration the content and cause of each bankruptcy claim filed in the bankruptcy proceedings to be stayed pursuant to the provision of Article 50, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 36, the number of denied/disputed bankruptcy claims prescribed in the main clause of Article 125, paragraph (1) of the Bankruptcy Act, whether or not any liquidating distribution will be made through the bankruptcy proceedings, and any other circumstances concerned, it may make an order, upon making said Order of Commencement of Reorganization Proceedings, to the effect that Reorganization Creditors who hold Reorganization Claims that have been filed as bankruptcy claims in said bankruptcy proceedings (excluding Right to Claim Tax, etc. prescribed in Article 97, item (iv) of said Act and right to claim a fine, etc. prescribed in item (vi) of said Article) shall not be required to file proofs of said Reorganization Claims.
(2) The provisions of Article 247, paragraphs (2) to (5) of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where an order under the provision of the preceding paragraph is made. In this case, the term "Article 43, paragraph (1)" in paragraph (2) of said Article shall be deemed to be replaced with "Article 43, paragraph (1) as applied mutatis mutandis pursuant to Article 31 of the Special Treatment Act"; the term "Article 138, paragraph (1)" in paragraphs (3) and (5) of said Article shall be deemed to be replaced with "Article 138, paragraph (1) as applied mutatis mutandis pursuant to Article 81 of the Special Treatment Act"; the term "Article 138, paragraph (1), item (i)" in paragraph (4), items (i) and (ii) of said Article shall be deemed to be replaced with "Article 138, paragraph (1), item (i) as applied mutatis mutandis pursuant to Article 81 of the Special Treatment Act"; and the term "Article 138, paragraph (1), item (ii)" in items (iii) and (iv) of said paragraph shall be deemed to be replaced with "Article 138, paragraph (1), item (ii) as applied mutatis mutandis pursuant to Article 81 of the Special Treatment Act."
Subsection 2 Transfer from Rehabilitation Proceedings to Reorganization Proceedings
(Petition for Commencement of Reorganization Proceedings Filed by Trustee in Rehabilitation Proceedings)
Article 158-4 The provision of Article 248 of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where a fact constituting the grounds for the commencement of Reorganization Proceedings prescribed in Article 15, paragraph (1) exists with regard to a Cooperative Structured Financial Institution, which is the rehabilitation debtor. In this case, the term "Article 246, paragraph (3)" in Article 248, paragraph (3) of said Act shall be deemed to be replaced with "Article 246, paragraph (3) as applied mutatis mutandis pursuant to Article 158-2 of the Special Treatment Act"; and the term "Article 20, paragraph (1)" in paragraph (4) of said Article shall be deemed to be replaced with "Article 20, paragraph (1) as applied mutatis mutandis pursuant to Article 18 of the Special Treatment Act."
(Order Not to Require Filing of Proofs of Reorganization Claims)
Article 158-5 (1) Where the Court makes an Order of Commencement of Reorganization Proceedings, when it finds it appropriate while taking into consideration the content and cause of each rehabilitation claim filed in the rehabilitation proceedings to be stayed pursuant to the provision of Article 50, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 36, the number of denied/disputed rehabilitation claims prescribed in the main clause of Article 105, paragraph (1) of the Civil Rehabilitation Act, whether or not any right will be modified by a rehabilitation plan and the content of such modification, and any other circumstances concerned, it may make an order, upon making said Order of Commencement of Reorganization Proceedings, to the effect that Reorganization Creditors who hold Reorganization Claims that have been filed as rehabilitation claims in said rehabilitation proceedings (excluding fines, etc. arising prior to the commencement of rehabilitation proceedings prescribed in Article 97, item (i) of said Act) shall not be required to file proofs of said Reorganization Claims.
(2) The provisions of Article 249, paragraphs (2) to (5) of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where an order under the provision of the preceding paragraph is made. In this case, the term "Article 43, paragraph (1)" in paragraph (2) of said Article shall be deemed to be replaced with "Article 43, paragraph (1) as applied mutatis mutandis pursuant to Article 31 of the Special Treatment Act"; the term "Article 138, paragraph (1)" in paragraphs (3) and (5) of said Article shall be deemed to be replaced with "Article 138, paragraph (1) as applied mutatis mutandis pursuant to Article 81 of the Special Treatment Act"; the term "Article 138, paragraph (1), item (i)" in paragraph (4), items (i) and (ii) of said Article shall be deemed to be replaced with "Article 138, paragraph (1), item (i) as applied mutatis mutandis pursuant to Article 81 of the Special Treatment Act"; and the term "Article 138, paragraph (1), item (ii)" in item (iii) of said paragraph shall be deemed to be replaced with "Article 138, paragraph (1), item (ii) as applied mutatis mutandis pursuant to Article 81 of the Special Treatment Act."
Subsection 3 Transfer from Reorganization Proceedings to Bankruptcy Proceedings
(Transfer of Bankruptcy Case where Order of Commencement of Reorganization Proceedings is Made)
Article 158-6 Where, before or after the commencement of bankruptcy proceedings, an Order of Commencement of Reorganization Proceedings is made against the same debtor, the Court (meaning a judge or panel of judges in charge of the bankruptcy case), when it finds it appropriate in order to handle said bankruptcy case, by its own authority, may transfer said bankruptcy case to the Reorganization Court.
(Petition for Commencement of Bankruptcy Proceedings Prior to Close of Reorganization Proceedings)
Article 158-7 (1) Where, with regard to the Cooperative Structured Financial Institution in Need of Reorganization against which bankruptcy proceedings have not yet been commenced, an order of revocation of the Order of Commencement of Reorganization Proceedings or an order of discontinuance of Reorganization Proceedings or an order of disconfirmation of the Reorganization Plan is made, notwithstanding the provision of Article 50, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 36, a petition for commencement of bankruptcy proceedings may be filed with the Reorganization Court against said Cooperative Structured Financial Institution in Need of Reorganization even before the respective order becomes final and binding. The same shall apply where, after the bankruptcy proceedings commenced against the Cooperative Structured Financial Institution in Need of Reorganization have ceased to be effective as a result of an order of confirmation of the Reorganization Plan, an order of discontinuance of Reorganization Proceedings under the provision of Article 241, paragraph (1) of said Act as applied mutatis mutandis pursuant to Article 155, paragraph (1) is made.
(2) The provision of the first sentence of the preceding paragraph shall not apply to the cases where rehabilitation proceedings have already commenced for a Cooperative Structured Financial Institution in Need of Reorganization prescribed in the first sentence of said paragraph.
(3) An order of commencement of bankruptcy proceedings based on the petition for commencement of bankruptcy proceedings filed under the provision of paragraph (1) may not be made unless the order prescribed in the first sentence of said paragraph or an order of discontinuance of Reorganization Proceedings set forth in the second sentence of said paragraph becomes final and binding.
(Order of Commencement of Bankruptcy Proceedings by the Court's Authority upon Close of Reorganization Proceedings)
Article 158-8 (1) Where, with regard to the Cooperative Structured Financial Institution against which bankruptcy proceedings have not yet been commenced, the Court, when it finds that a fact constituting the grounds set forth in Article 234, items (i) to (iv) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 150 exists with regard to said Cooperative Structured Financial Institution, by its own authority, may make an order of commencement of bankruptcy proceedings in accordance with the Bankruptcy Act; provided, however, that this shall not apply to the cases where rehabilitation proceedings have already been commenced for said Cooperative Structured Financial Institution.
(2) Where, after the bankruptcy proceedings commenced against the Cooperative Structured Financial Institution in Need of Reorganization have ceased to be effective as a result of an order of confirmation of the Reorganization Plan, an order of discontinuance of Reorganization Proceedings under the provision of Article 241, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 155, paragraph (1) becomes final and binding, the Court, by its own authority, shall make an order of commencement of bankruptcy proceedings in accordance with the Bankruptcy Act; provided, however, that this shall not apply where the Court makes an order of commencement of bankruptcy proceedings based on a petition for commencement of bankruptcy proceedings under the provision of the second sentence of paragraph (1) of the preceding Article.
(Temporary Restraining Order Prior to Commencement of Bankruptcy Proceedings upon Close of Reorganization Proceedings, etc.)
Article 158-9 (1) In the following cases, the Court, when it finds it necessary, by its own authority, may issue a stay order under the provision of Article 24, paragraph (1) of the Bankruptcy Act, comprehensive prohibition order prescribed in Article 25, paragraph (2) of said Act, temporary restraining order under the provision of Article 28, paragraph (1) of said Act, Provisional Administration Order prescribed in Article 91, paragraph (2) of said Act or temporary restraining order under the provision of Article 171, paragraph (1) of said Act (hereinafter referred to as "Temporary Restraining Order, etc." in this Article and Article 158-12, paragraph (4)):
(i) Where, with regard to the Cooperative Structured Financial Institution against which bankruptcy proceedings have not yet been commenced, an order of dismissal with prejudice on the merits of a petition for commencement of Reorganization Proceedings is made;
(ii) Where, with regard to the Cooperative Structured Financial Institution against which bankruptcy proceedings have not yet been commenced, an order of revocation of the Order of Commencement of Reorganization Proceedings, an order of discontinuance of Reorganization Proceedings or an order of disconfirmation of the Reorganization Plan becomes final and binding; or
(iii) Where, after the bankruptcy proceedings commenced against the Cooperative Structured Financial Institution in Need of Reorganization have ceased to be effective as a result of an order of confirmation of the Reorganization Plan, an order of discontinuance of Reorganization Proceedings under the provision of Article 241, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 155, paragraph (1) becomes final and binding.
(2) If the Court, after issuing a Temporary Restraining Order, etc. under the provision of item (i) or (ii) of the preceding paragraph, has decided not to make an order of commencement of bankruptcy proceedings under the provision of the main clause of paragraph (1) of the preceding Article, it shall revoke said Temporary Restraining Order, etc. without delay.
(3) The Temporary Restraining Order, etc. issued under the provision of paragraph (1), item (i) shall cease to be effective when an order to revoke said order prescribed in said item is made.
(4) Notwithstanding the provisions of Article 24, paragraph (4), Article 25, paragraph (6), Article 28, paragraph (3), Article 91, paragraph (5) and Article 171, paragraph (4) of the Bankruptcy Act, no immediate appeal may be filed against an order made under the provision of paragraph (2).
(Application of the Bankruptcy Act in Bankruptcy Proceedings upon Close of Reorganization Proceedings)
Article 158-10 (1) In the following cases concerning the Cooperative Structured Financial Institution against which bankruptcy proceedings have not yet been commenced, for the purpose of application of the relevant provisions of the Bankruptcy Act (meaning the provisions of Article 71, paragraph (1), item (iv) and, paragraph (2), items (ii) and (iii), Article 72, paragraph (1), item (iv) and paragraph (2), items (ii) and (iii), Article 160 (excluding paragraph (1), item (i)), Article 162 (excluding paragraph (1), item (ii)), Article 163, paragraph (2), Article 164, paragraph (1) (including cases where applied mutatis mutandis pursuant to paragraph (2) of said Article), Article 166 and Article 167, paragraph (2) (including cases where applied mutatis mutandis pursuant to Article 170, paragraph (2) of said Act) of the Bankruptcy Act; the same shall apply in paragraph (3)), a petition for commencement of Reorganization Proceedings, etc. (meaning a petition for commencement of Reorganization Proceedings, petition for commencement of rehabilitation proceedings in rehabilitation proceedings that have ceased to be effective as a result of an order of confirmation of the Reorganization Plan, or any act conducted by a board member of said Cooperative Structured Financial Institution or any other person equivalent thereto, which shall constitute the crime set forth in Article 265 of the Bankruptcy Act; hereinafter the same shall apply in this paragraph) shall be deemed to be a petition for commencement of bankruptcy proceedings only where no petition for commencement of bankruptcy proceedings has been filed prior to said petition for commencement of Reorganization Proceedings, etc.:
(i) Where an order of commencement of bankruptcy proceedings is made under the provision of the main clause of Article 158-8, paragraph (1);
(ii) Where, based on a petition for commencement of bankruptcy proceedings filed before an order of dismissal with prejudice on the merits of a petition for commencement of Reorganization Proceedings becomes final and binding, an order of commencement of bankruptcy proceedings is made after said order of dismissal becomes final and binding;
(iii) Where, based on a petition for commencement of bankruptcy proceedings filed before an order of commencement of Reorganization Proceedings is made, an order of commencement of bankruptcy proceedings is made after any grounds set forth in Article 234, item (ii) or (iii) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 150 have arisen, or after an order of discontinuance of Reorganization Proceedings under the provision of Article 236 or Article 237, paragraph (1) of said Act as applied mutatis mutandis pursuant to Article 152, paragraph (1) becomes final and binding; or
(iv) Where, based on a petition for commencement of bankruptcy proceedings filed under the provision of the first sentence of Article 158-7, paragraph (1), an order of commencement of bankruptcy proceedings is made.
(2) For the purpose of application of the provision of the first sentence of Article 176 of the Bankruptcy Act in cases where an order of commencement of bankruptcy proceedings prescribed in the items of the preceding paragraph is made upon the close of Reorganization Proceedings as a result of an order of disconfirmation of the Reorganization Plan or order of discontinuance of Reorganization Proceedings becoming final and binding, the respective dates on which the following orders are made shall be deemed to be the date of commencement of bankruptcy proceedings set forth in the first sentence of said Article.
(i) Order of Commencement of Reorganization Proceedings
(ii) Order of commencement of rehabilitation proceedings that have ceased to be effective in the rehabilitation proceedings as a result of an order of confirmation of the Reorganization Plan
(3) For the purpose of application of the relevant provisions of the Bankruptcy Act in cases where, with regard to the Cooperative Structured Financial Institution in Need of Reorganization against which bankruptcy proceedings have been commenced, an order of commencement of bankruptcy proceedings is made based on a petition for commencement of bankruptcy proceedings filed under the provision of the second sentence of Article 158-7, paragraph (1) or an order of commencement of bankruptcy proceedings is made under the provision of Article 158-8, paragraph (2), it shall be deemed that a petition for commencement of bankruptcy proceedings was filed at the time when the petition for commencement of bankruptcy proceedings in the bankruptcy proceedings that ceased to be effective as a result of an order of confirmation of the Reorganization Plan had been filed.
(4) For the purpose of application of the provision of the first sentence of Article 176 of the Bankruptcy Act in cases where an order of commencement of bankruptcy proceedings prescribed in the preceding paragraph is made, the date of commencement of bankruptcy proceedings in the bankruptcy proceedings that have ceased to be effective as a result of an order of confirmation of the Reorganization Plan shall be deemed to be the date of commencement of bankruptcy proceedings set forth in the first sentence of said Article.
(5) For the purpose of application of the provision of Article 148, paragraph (1), item (iii) of the Bankruptcy Act in cases where an order of commencement of bankruptcy proceedings prescribed in the items of paragraph (1) or paragraph (3) is made, the term "comprehensive prohibition order" in said item shall be deemed to be replaced with "comprehensive prohibition order or comprehensive prohibition order prescribed in Article 25, paragraph (2) of the Corporate Reorganization Act (Act No. 154 of 2002) as applied mutatis mutandis pursuant to Article 19 of the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions (Act No. 95 of 1996)"; the phrase "there is a period" shall be deemed to be replaced with "there is a period or a period during which a procedure for collection of national tax delinquency cannot be enforced pursuant to the provision of Article 50, paragraph (2) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 36 of the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions."
(6) Where an order of commencement of bankruptcy proceedings prescribed in the preceding paragraph is made, common benefit claims (including the rights to claim prescribed in Article 62, paragraph (2) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 41, paragraph (1) and the rights to claim prescribed in Article 75, paragraphs (1) and (4) in cases where Reorganization Proceedings are not commenced; the same shall apply in Article 158-13) shall be claims on the estate. The same shall apply where bankruptcy proceedings commenced against the Cooperative Structured Financial Institution against which bankruptcy proceedings are continued as a result of any of the grounds set forth in Article 234, items (i) to (iii) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 150 arising or an order of discontinuance of Reorganization Proceedings under the provision of Article 236 or Article 237, paragraph (1) of said Act as applied mutatis mutandis pursuant to Article 152, paragraph (1) becoming final and binding.
(Order Not to Require Filing of Proofs of Bankruptcy Claims)
Article 158-11 (1) Where the Court (meaning a judge or panel of judges in charge of the bankruptcy case) makes an order of commencement of bankruptcy proceedings prescribed in the items of paragraph (1) or in paragraph (3) of the preceding Article, when it finds it appropriate while taking into consideration the content and cause of each Reorganization Claim, etc. as well as the amount of the voting rights as filed in the Reorganization Proceedings that are closed, the number of denied/disputed Reorganization Claims, etc. prescribed in the main clause of Article 151, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 88, whether or not any right will be modified by a Reorganization Plan and the content of such modification, and any other circumstances concerned, it may make an order, upon making said order of commencement of bankruptcy proceedings, to the effect that bankruptcy creditors who hold bankruptcy claims that have been filed as Reorganization Claims, etc. in said Reorganization Proceedings (excluding Right to Claim Tax, etc. and right to claim fines, etc. prescribed in Article 84, item (ii) arising prior to the commencement of Reorganization Proceedings) shall not be required to file proofs of said bankruptcy claims.
(2) The provisions of Article 255, paragraphs (2) to (6) of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where an order under the provision of the preceding paragraph is made. In this case, the phrase "136, paragraph (1), item (iii), sub-items (b) to (d)" in paragraph (4), item (i) of said Article shall be deemed to be replaced with "136, paragraph (1), item (iii), sub-items (b) to (d) as applied mutatis mutandis pursuant to Article 80, paragraph (1) of the Special Treatment Act"; the phrase "Article 138, paragraph (1), item (iii) or paragraph (2), item (iii)" shall be deemed to be replaced with "Article 138, paragraph (1), item (iii) or paragraph (2), item (iii) as applied mutatis mutandis pursuant to Article 81 of the Special Treatment Act"; the phrase "Article 138, paragraph (1), item (i) or paragraph (2), item (i)" in the provisions of items (ii) to (iv) of said paragraph shall be deemed to be replaced with "Article 138, paragraph (1), item (i) or paragraph (2), item (i) as applied mutatis mutandis pursuant to Article 81 of the Special Treatment Act"; the phrase "Article 136, paragraph (1), item (i), (ii) or (iii), sub-item (a)" in item (iii) of said paragraph shall be deemed to be replaced with "Article 136, paragraph (1), item (i), (ii) or (iii), sub-item (a) as applied mutatis mutandis pursuant to Article 80, paragraph (1) of the Special Treatment Act"; the phrase "Article 136, paragraph (2), items (i) to (iii)" in item (iv) of said paragraph shall be deemed to be replaced with "Article 136, paragraph (2), items (i) to (iii) as applied mutatis mutandis pursuant to Article 80, paragraph (1) of the Special Treatment Act"; the term "Article 138, paragraph (1), item (ii)" in items (v) and (vi) of said paragraph shall be deemed to be replaced with "Article 138, paragraph (1), item (ii) as applied mutatis mutandis pursuant to Article 81 of the Special Treatment Act"; and the term "Article 138, paragraph (1), item (iii)" in item (vii) of said paragraph shall be deemed to be replaced with "Article 138, paragraph (1), item (iii) as applied mutatis mutandis pursuant to Article 81 of the Special Treatment Act."
(Treatment of Action Against Order to Uphold Request for Avoidance, etc.)
Article 158-12 (1) In cases where any of the events set forth in Article 234, item (iii) or (iv) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 150 occurs, when an order of commencement of bankruptcy proceedings prescribed in the items of Article 158-10, paragraph (1) or paragraph (3) of said Article is made, a bankruptcy trustee may take over court proceedings pertaining to an action set forth in Article 97, paragraph (1) of said Act as applied mutatis mutandis pursuant to Article 60 that is discontinued pursuant to the provision of Article 52, paragraph (4) of said Act as applied mutatis mutandis pursuant to Article 37. In this case, a petition for taking over of such court proceedings may also be filed by the other party.
(2) In the case referred to in the preceding paragraph, the other party's right to claim court costs against a trustee shall be a claim on the estate.
(3) In the case referred to in paragraph (1), if the bankruptcy proceedings are closed before the court proceedings pertaining to an action set forth in Article 97, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 60 that is discontinued pursuant to the provision of Article 52, paragraph (4) of said Act as applied mutatis mutandis pursuant to Article 37 is taken over under the provision of paragraph (1), said court proceedings shall be closed.
(4) Court proceedings pertaining to an action set forth in Article 97, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 60, which is discontinued pursuant to the provision of Article 52, paragraph (4) of said Act as applied mutatis mutandis pursuant to Article 37 and pertains to a Reorganization Case involving the Cooperative Structured Financial Institution against which bankruptcy proceedings have not yet been commenced, shall be closed if an order of commencement of bankruptcy proceedings prescribed in the items of Article 158-10, paragraph (1) is not made within one month from the date of discontinuance thereof (if, for a certain part of the one-month period, a Temporary Restraining Order, etc. is issued under the provision of Article 158-9, paragraph (1), item (i) or (ii) or a Temporary Restraining Order, etc. is issued in bankruptcy proceedings based on a petition for commencement of bankruptcy proceedings set forth in the items of Article 158-10, paragraph (2), such part of the period shall be excluded).
(5) The proceedings for petition for Reorganization Claim, etc. assessment prescribed in the main clause of Article 151, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 88, which shall continue to be pending pursuant to the provision of Article 163, paragraph (1) of said Act as applied mutatis mutandis pursuant to Article 88, and the proceedings for petition for valuation prescribed in Article 153, paragraph (1) of said Act as applied mutatis mutandis pursuant to Article 88 shall be closed when an order of commencement of bankruptcy proceedings prescribed in the items of Article 158-10, paragraph (1) or (3) is made. In this case, the provision of Article 163, paragraph (3) of said Act as applied mutatis mutandis pursuant to Article 88 shall not apply.
(6) The provision of paragraph (4) shall apply mutatis mutandis to court proceedings pertaining to an action to oppose assessment of Reorganization Claims, etc. prescribed in Article 152, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 88, which is discontinued pursuant to the provision of Article 163, paragraph (4) of said Act as applied mutatis mutandis pursuant to Article 88, and pertains to a Reorganization Case involving the Cooperative Structured Financial Institution against which bankruptcy proceedings have not yet been commenced.
Subsection 4 Continuation of Rehabilitation Proceedings upon Close of Reorganization Proceedings
Article 158-13 Where a rehabilitation case involving a Cooperative Structured Financial Institution is pending, when rehabilitation proceedings are continued as a result of any of the events set forth in Article 234, items (i) to (iii) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 150 arising or an order of discontinuance of Reorganization Proceedings under the provision of Article 236 or Article 237, paragraph (1) of said Act as applied mutatis mutandis pursuant to Article 152, paragraph (1) becoming final and binding, common benefit claims shall be common benefit claims in rehabilitation proceedings.
Section 12 Miscellaneous Provisions
(Commission of Registration, etc. on Cooperative Structured Financial Institution in Need of Reorganization)
Article 159 (1) When an Order of Commencement of Reorganization Proceedings is made, a court clerk, by his/her own authority, without delay, shall commission the registry office having jurisdiction over the location of the principal office of a Cooperative Structured Financial Institution in Need of Reorganization to make a registration of commencement of Reorganization Proceedings.
(2) The registration set forth in the preceding paragraph shall include the name and address of each trustee, if the permission set forth in the proviso to Article 69, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 44 is granted for independent performance of duties by each trustee, a statement to that effect, and if the permission set forth in the proviso to said paragraph is granted for division of duties among trustees, a statement to that effect and the contents of the duties assigned to each trustee.
(3) The provision of paragraph (1) shall apply mutatis mutandis where there is a change to any of the matters prescribed in the preceding paragraph.
(4) When a Provisional Administration Order or Supervision Order is issued against a Pre-commencement Cooperative Structured Financial Institution, a court clerk, by his/her own authority, without delay, shall commission the registry office having jurisdiction over the location of the principal office of the Pre-commencement Cooperative Structured Financial Institution to make a registration of the Provisional Administration Order or Supervision Order.
(5) When making the registration set forth in the preceding paragraph, the matters specified in each of the following items shall also be registered for the categories of registrations listed in the respective items:
(i) Registration of Provisional Administration Order prescribed in the preceding paragraph: The name and address of each provisional administrator, if the permission set forth in the proviso to Article 69, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 24, paragraph (1) is granted for independent performance of duties by each provisional administrator, a statement to that effect, and if the permission set forth in the proviso to said paragraph is granted for division of duties among provisional administrators, a statement to that effect and the contents of the duties assigned to each provisional administrator; and
(ii) Registration of Supervision Order prescribed in the preceding paragraph: The name and address of each supervisor, and acts designated pursuant to the provision of Article 25, paragraph (2)
(6) The provision of paragraph (4) shall apply mutatis mutandis where a judicial decision prescribed in said paragraph is changed or revoked or there is a change to any of the matters prescribed in the preceding paragraph.
(7) The provision of paragraph (1) shall apply mutatis mutandis where an order of confirmation of the Reorganization Plan is made or any of the events set forth in Article 234, items (ii) to (v) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 150 occurs.
(8) A registrar, when making a registration of the confirmation of the Reorganization Plan pursuant to the provision of the preceding paragraph, by his/her own authority, shall cancel a registration of the commencement of bankruptcy proceedings or commencement of rehabilitation proceedings against the Cooperative Structured Financial Institution in Need of Reorganization, if there is any such registration.
(9) A registrar, when making a registration of the disconfirmation of the Reorganization Plan pursuant to the provision of paragraph (7), by his/her own authority, shall restore a registration cancelled pursuant to the provision of the preceding paragraph, if there is any such registration.
Article 160 (1) When the powers of the authorities of a Cooperative Structured Financial Institution in Need of Reorganization pursuant to the provision of the first sentence of Article 72, paragraph (4) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 45 are restored, a court clerk, by his/her own authority, without delay, shall commission the registry office having jurisdiction over the location of the principal office of the Cooperative Structured Financial Institution in Need of Reorganization to make a registration to that effect.
(2) The provision of the preceding paragraph shall apply mutatis mutandis to the cases where provisions of the Reorganization Plan under the provision the first sentence of Article 72, paragraph (4) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 45 or an order by the Court is revoked.
(Commission of Registration, etc. on Registered Rights)
Article 161 (1) In the following cases, a court clerk, by his/her own authority, without delay, shall commission a registration of the temporary restraining order concerned:
(i) Where a temporary restraining order under the provision of Article 28, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 20 (including the cases where applied mutatis mutandis pursuant to Article 44, paragraph (2) of said Act as applied mutatis mutandis pursuant to Article 31) is issued with respect to any registered right that belongs to the Pre-commencement Cooperative Structured Financial Institution
(ii) Where a temporary restraining order under the provisions of Article 29-2, paragraph (1) or Article 30, paragraph (1) (including the cases where these provisions are applied mutatis mutandis pursuant to Article 44, paragraph (2) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 31) or the provision of Article 99, paragraph (1) of said Act as applied mutatis mutandis pursuant to Article 62 is issued with regard to any registered right.
(2) The provision of the preceding paragraph shall apply mutatis mutandis where the temporary restraining order prescribed in said paragraph is changed or revoked or said temporary restraining order ceases to be effective.
(3) Where a registration is cancelled under the provision of the preceding paragraph, when an order to revoke the Order of Commencement of Reorganization Proceedings has become final and binding, a court clerk, by his/her own authority, without delay, shall commission restoration of the registration cancelled pursuant to the provision of said paragraph.
(Commission of Registration, etc. on Execution, etc. of Reorganization Plan)
Article 162 (1) The provision of Article 159, paragraph (1) shall apply mutatis mutandis to the cases where any matters that should be registered arise with regard to a Cooperative Structured Financial Institution in Need of Reorganization, Converted Cooperative Structured Financial Institution or Cooperative Structured Financial Institution to be established as specified in a Reorganization Plan before the execution of the Reorganization Plan or the close of Reorganization Proceedings pursuant to the provision of this Chapter. In this case, when any matters that should be registered arise with respect to the matters listed in the items of Article 93, paragraph (2) of the Small and Medium-Sized Enterprise Cooperatives Act, the items of Article 74, paragraph (2) of the Shinkin Bank Act or the items of Article 78, paragraph (2) of the Labor Bank Act, the term "principal office" in Article 159, paragraph (1) shall be deemed to be replaced with "principal office and secondary office."
(2) The provision of Article 258, paragraph (1) of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where any matters that should be registered arise with regard to a Converted Bank or Stock Company to be incorporated as specified in a Reorganization Plan before the execution of the Reorganization Plan or the close of Reorganization Proceedings pursuant to the provisions of this Chapter.
(3) Where a Cooperative Structured Financial Institution in Need of Reorganization is to merge with another Cooperative Structured Financial Institution or a bank, when a court clerk commissions the following registrations, the registration of the dissolution of the other Cooperative Structured Financial Institution or bank which is the other party to the merger shall also be commissioned.
(i) Registration of modification due to an Absorption-Type Merger of the Cooperative Structured Financial Institution in Need of Reorganization surviving the Absorption-Type Merger
(ii) Registration of establishment due to Consolidation-Type Merger of the Cooperative Structured Financial Institution or Stock Company to be established as a result of the Consolidation-Type Merger
(4) The provisions of paragraphs (1) and (2) shall not apply to the registration of dissolution of a Cooperative Structured Financial Institution in Need of Reorganization in cases where another Cooperative Structured Financial Institution or bank survives after the merger with the Cooperative Structured Financial Institution in Need of Reorganization.
(5) The provision of paragraph (1) of the preceding Article shall apply mutatis mutandis to the cases where the acquisition, loss or modification of a registered right occurs before the close of Reorganization Proceedings as a result of the execution of a Reorganization Plan; provided, however, that this shall not apply to the registration of anyone other than a Cooperative Structured Financial Institution in Need of Reorganization, Reorganization Creditor, etc., Partner, etc., Converted Cooperative Structured Financial Institution, Converted Bank, Cooperative Structured Financial Institution established as specified in a Reorganization Plan and a Stock Company incorporated as specified in a Reorganization Plan as the holder of the right.
(6) For the purpose of application of the provision of Article 159, paragraph (1) as applied mutatis mutandis pursuant to paragraph (1) concerning the commission of registration of the modification of the total number of units and the total amount of the contribution of a Cooperative Structured Financial Institution, the phrase "without delay" in said paragraph shall be deemed to be replaced with "without delay, as of the final day of each business year, after the end of the business year."
(Registration of Avoidance)
Article 163 The provision of Article 262 of the Corporate Reorganization Act shall apply mutatis mutandis to a registration of avoidance in Reorganization Proceedings for a Cooperative Structured Financial Institution. In this case, the phrase "Article 234, item (ii) or (iii)" in paragraph (6) of said Article shall be deemed to be replaced with "Article 234, item (ii) or (iii) as applied mutatis mutandis pursuant to Article 150 of the Special Treatment Act"; the term "Article 236 or Article 237, paragraph (1)" shall be deemed to be replaced with "Article 236 or Article 237, paragraph (1) as applied mutatis mutandis pursuant to Article 152, paragraph (1) of the Special Treatment Act."
(Documents, etc. to be Attached to Written Commission of Registration, etc.)
Article 164 Information that needs to be provided along with commission information or application information on registration under the provisions of this Chapter, or documents that should be attached to the written commission or written application shall be specified by Cabinet Order.
(Special Provisions on Registration and License Tax)
Article 165 (1) Registration and license tax shall not be imposed on the registrations under the provision of Article 161 and the provision of Article 262 of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 163.
(2) The tax rate of the Registration and license tax for the registration of the increase in stated capital as a result of an Absorption-Type Merger of a Cooperative Structured Financial Institution in Need of Reorganization in cases where said Absorption-Type Merger is specified in a Reorganization Plan shall be one one-thousandth (0.35% of the portion of the amount of stated capital increased as a result of the Absorption-Type Merger that does not correspond to the amount equivalent to the delivery of shares to Reorganization Creditor, etc.), notwithstanding the provision of Article 9 of the Registration and License Tax Act (Act No. 35 of 1967).
(3) The tax rate of the Registration and license tax for the registration of the incorporation of a Stock Company as a result of a Consolidation-Type Merger of a Cooperative Structured Financial Institution in Need of Reorganization in cases where said Consolidation-Type Merger is specified in a Reorganization Plan shall be one one-thousandth (0.35% of the portion of the amount of stated capital that corresponds to the portion prescribed in the tax rate column of Article 24, item (i), sub-item (e) of Appended Table 1 of said Act (excluding amount equivalent to the delivery of shares to Reorganization Creditor, etc.)), notwithstanding the provision of Article 9 of the Registration and License Tax Act.
(4) The tax rate of the Registration and license tax for the registration of the incorporation of a Stock Company as a result of a conversion of a Cooperative Structured Financial Institution in Need of Reorganization in cases where said conversion is specified in a Reorganization Plan shall be one one-thousandth (0.35% of the portion of the amount of stated capital that does not correspond to the amount equivalent to the delivery of shares to Reorganization Creditor, etc.), notwithstanding the provision of Article 9 of the Registration and License Tax Act.
(5) The tax rate of the Registration and license tax for the registration of the increase in stated capital in cases where the issue of shares of a Converted Bank is specified in a Reorganization Plan shall be 0.35%, notwithstanding the provision of Article 9 of the Registration and License Tax Act.
(6) The provision of Article 264, paragraph (7) of the Corporate Reorganization Act shall apply mutatis mutandis to the tax rate of the Registration and license tax for the registration of the incorporation of a new Stock Company in cases where the incorporation of a new Stock Company is specified in a Reorganization Plan in Reorganization Proceedings for a Cooperative Structured Financial Institution.
(7) The provision of Article 264, paragraph (8) of the Corporate Reorganization Act shall apply mutatis mutandis to the tax rate of the Registration and license tax for the registration of the transfer or establishment of a New Cooperative Structured Financial Institution or new Stock Company in cases where the transfer or establishment of a right on real property or a vessel from a Cooperative Structured Financial Institution in Need of Reorganization to New Cooperative Structured Financial Institution or new Stock Company is specified in a Reorganization Plan in Reorganization Proceedings for a Cooperative Structured Financial Institution.
(Application Mutatis Mutandis to Registration)
Article 166 The provisions of Article 161, Article 162, paragraph (5), Article 262 of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 163, Article 164 and paragraph (1) of the preceding Article shall apply mutatis mutandis to registered rights.
Article 167 Deleted
Chapter III Reorganization Proceedings for Mutual Companies
Section 1 General Provisions
(Reorganization Proceedings for Mutual Companies)
Article 168 The Reorganization Proceedings for Mutual Companies shall be governed by the provisions of this Chapter, in addition to what is provided for in Section 3 and Section 6 of the next Chapter.
(Definitions)
Article 169 (1) The term "Reorganization Proceedings" as used in this Chapter shall mean proceedings to formulate a Reorganization Plan for a Mutual Company pursuant to the provisions of this Chapter and Section 3 and Section 6 of the next Chapter, and execute the Reorganization Plan in cases where such Plan is formulated (including procedures to conduct proceedings and make judicial decisions as to whether or not to make an Order of Commencement of Reorganization Proceedings with respect to a petition for commencement of Reorganization Proceedings).
(2) The term "Reorganization Plan" as used in this Chapter shall mean a plan that specifies clauses for modifying some or all of the rights of Reorganization Creditors, etc. or members or any other clause prescribed in Article 259.
(3) The term "Reorganization Case" as used in this Chapter shall mean a case pertaining to Reorganization Proceedings.
(4) The term "Reorganization Court" as used in this Chapter shall mean the district court before which the Reorganization Case is pending.
(5) The term "the Court" as used in this Chapter (excluding Article 331-6 and Article 331-11, paragraph (1)) shall mean a judge or panel of judges in charge of the Reorganization Case.
(6) The term "Pre-commencement Company" as used in this Chapter shall mean a Mutual Company against which a Reorganization Case is pending before the Reorganization Court and an Order of Commencement of Reorganization Proceedings is yet to be made.
(7) The term "Company under Reorganization" as used in this Chapter shall mean a Mutual Company against which a Reorganization Case is pending before the Reorganization Court and an Order of Commencement of Reorganization Proceedings has been made.
(8) The term "Reorganization Claims" as used in this Chapter shall mean rights to claim property arising against a Company under Reorganization from a cause that has occurred prior to the commencement of Reorganization Proceedings or the following rights which do not fall under the category of Secured Reorganization Claims or common benefit claims:
(i) Right to claim interest after the commencement of Reorganization Proceedings;
(ii) Right to claim damages or penalty for a default arising after the commencement of Reorganization Proceedings;
(iii) Right to claim expenses for participation in Reorganization Proceedings;
(iv) Claims prescribed in Article 58, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 204 (including the cases where applied mutatis mutandis pursuant to paragraph (2) of said Article);
(v) Right to claim damages by the other party in cases where a bilateral contract is cancelled pursuant to the provision of Article 61, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 206, paragraph (1);
(vi) Right to claim damages under the provision of Article 58, paragraph (2) of the Bankruptcy Act as applied mutatis mutandis pursuant to Article 206, paragraph (3);
(vii) Right to claim under the provision of Article 59, paragraph (1) of the Bankruptcy Act as applied mutatis mutandis pursuant to Article 206, paragraph (3) (excluding those held by a Company under Reorganization); or
(viii) Right specified in Article 91-2, paragraph (2), item (ii) or (iii) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 226.
(9) The term "Reorganization Creditor" as used in this Chapter shall mean a person who has a Reorganization Claim.
(10) The term "Secured Reorganization Claim" as used in this Chapter shall mean a secured claim on a security interest (limited to a special statutory lien, pledge, mortgage and right of retention under the provisions of the Commercial Code or the Companies Act) that exists on the property of the Company under Reorganization at the time of the commencement of Reorganization Proceedings arising from a cause that has occurred prior to the commencement of Reorganization Proceedings, or those listed in the items of paragraph (8) (excluding one that is a common benefit claim), which are within the scope of security by the security interest in cases where the value of property that is the subject matter of the security interest is the market value as of the time of the commencement of Reorganization Proceedings; provided, however, that this shall be limited to the portion of the secured claim (excluding bonds) that falls under the category of the right to claim interest, damages or penalty for a default that arises by the time one year has elapsed after the commencement of Reorganization Proceedings (when there is an order of confirmation of the Reorganization Plan by such time, the time of such order).
(11) The term "Secured Reorganization Creditor" as used in this Chapter shall mean a person who has a Secured Reorganization Claim.
(12) The term "Reorganization Claims, etc." as used in this Chapter shall mean Reorganization Claims or Secured Reorganization Claims; provided, however, that in Subsection 2 of the next Section, "Reorganization Claims, etc." shall mean those that become Reorganization Claims or Secured Reorganization Claims if an Order of Commencement of Reorganization Proceedings is made for a Pre-commencement Company.
(13) The term "Reorganization Creditor, etc." as used in this Chapter shall mean a Reorganization Creditor or Secured Reorganization Creditor; provided, however, that in Subsection 2 of the next Section, "Reorganization Creditor, etc." shall mean a person who becomes a Reorganization Creditor or Secured Reorganization Creditor if an Order of Commencement of Reorganization Proceedings is made for a Pre-commencement Company.
(14) The term "Property of the Company under Reorganization" as used in this Chapter shall mean all property belonging to the Company under Reorganization.
(15) The term "Right to Claim Tax, etc." as used in this Chapter shall mean a right to a claim that may be collected as provided for by the National Tax Collection Act or by the same procedure as that for collecting national tax, which does not fall under the category of common benefit claims.
(Technical Replacement of Terms, etc. for Application, Mutatis Mutandis, of the Provisions of the Corporate Reorganization Act)
Article 170 (1) For the purpose of applying mutatis mutandis the provisions of the Corporate Reorganization Act to the provisions of this Chapter (excluding Article 172, Article 273, Article 308, paragraph (1), Article 309, paragraph (1), Article 316, paragraph (7) and Article 335, paragraph (2)), except as otherwise provided, the term "this Act" in the provisions of said Act shall be deemed to be replaced with "Chapter III of the Special Treatment Act"; the term "Stock Company" shall be deemed to be replaced with "Mutual Company (meaning Mutual Company prescribed in Article 2, paragraph (6) of the Special Treatment Act)"; the term "shareholder" shall be deemed to be replaced with "member"; the term "trade name" shall be deemed to be replaced with "name"; the term "head office" shall be deemed to be replaced with "principal office"; and the term "business office" shall be deemed to be replaced with "office."
(2) The term "Special Treatment Act" in the provisions of the Corporate Reorganization Act as replaced pursuant to the provisions of this Chapter as applied mutatis mutandis pursuant to this Chapter shall mean the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions.
(Status of Foreign Nationals)
Article 171 The provision of Article 3 of the Corporate Reorganization Act shall apply mutatis mutandis to the status of foreign nationals or foreign juridical persons in the Reorganization Proceedings of a Mutual Company.
(Jurisdiction over Reorganization Case)
Article 172 The provisions of Article 5 (excluding paragraphs (2) and (4)) and Article 6 of the Corporate Reorganization Act shall apply mutatis mutandis to the jurisdiction over a Reorganization Case of a Mutual Company. In this case, the phrase "the location of the principal business office of the Stock Company (if the principal business office is in a foreign state, the location of the principal business office in Japan)" in Article 5, paragraph (1) of said Act shall be deemed to be replaced with "the location of the principal office of the Mutual Company (meaning Mutual Company prescribed in Article 2, paragraph (6) of the Special Treatment Act; hereinafter the same shall apply in this Article)"; the phrase "a Stock Company holds the majority of voting rights (excluding the voting rights of the shares which may not be exercised for all matters that may be resolved at a shareholders meeting, and including the voting rights of the shares that are deemed to have voting rights pursuant to the provision of Article 879, paragraph (3) of the Companies Act; the same shall apply hereinafter) of all shareholders of another Stock Company" in paragraph (3) of said Article shall be deemed to be replaced with "the Mutual Company shall have a Stock Company as a subsidiary prescribed in Article 2, paragraph (12) of the Insurance Business Act (Act No. 105 of 1995)"; the term "said other Stock Company" shall be deemed to be replaced with "said Stock Company"; the term "said Stock Company (hereinafter referred to as "Parent Stock Company" in this paragraph and the following paragraph)" shall be deemed to be replaced with "said Mutual Company"; the phrase ", and if a Reorganization Case is pending against the Parent Stock Company, a petition for commencement of Reorganization Proceedings against the subsidiary stock company may also be filed with the district court before which the Reorganization Case against the Parent Stock Company is pending" shall be deleted; the term "Stock Company" in paragraph (5) of said Article shall be deemed to be replaced with "Mutual Company"; the phrase "Article 444 of the Companies Act" shall be deemed to be replaced with "Article 54-10 of the Insurance Business Act"; the term "said Stock Company" shall be deemed to be replaced with "said Mutual Company"; the term "other Stock Company" shall be deemed to be replaced with "Stock Company"; the phrase "annual shareholders meeting" shall be deemed to be replaced with "annual members meeting (or annual general meeting if such a meeting is held)"; the phrase "and if a Reorganization Case is pending against said Stock Company, a petition for commencement of Reorganization Proceedings against said other Stock Company may also be filed with the district court before which the Reorganization Case against said Stock Company is pending" shall be deleted; and the term "this Act" in Article 6 of said Act shall be deemed to be replaced with "Chapter III of the Special Treatment Act."
(Transfer of Reorganization Case)
Article 173 The provision of Article 7 of the Corporate Reorganization Act shall apply mutatis mutandis to the transfer of a Reorganization Case of a Mutual Company. In this case, in item (iii) of said Article, the phrase "Article 5, paragraph (2) to (6)" shall be deemed to be replaced with "Article 5, paragraph (3), (5) or (6) as applied mutatis mutandis pursuant to Article 172 of the Special Treatment Act."
(Optional Oral Argument, Appeal, etc.)
Article 174 The provisions of Article 8 and Article 9 of the Corporate Reorganization Act shall apply mutatis mutandis to proceedings and judicial decisions related to Reorganization Proceedings for Mutual Companies.
(Public Notice, etc.)
Article 175 The provision of Article 10 of the Corporate Reorganization Act shall apply mutatis mutandis to public notice or service under the provisions of this Chapter.
(Inspection, etc. of Case Documents)
Article 176 The provisions of Article 11 and Article 12 of the Corporate Reorganization Act shall apply mutatis mutandis to documents and other articles relating to the Reorganization Case of a Mutual Company and certificates of matters concerning the Reorganization Case. In this case, the term "this Act" in Article 11, paragraph (1) of said Act shall be deemed to be replaced with "Special Treatment Act"; the phrase "Article 24, paragraph (1) or (2)" in paragraph (4), item (i) of said Article shall be deemed to be replaced with "Article 24, paragraph (1) or (2) as applied mutatis mutandis pursuant to Article 184 of the Special Treatment Act"; the term "Article 25, paragraph (2)" shall be deemed to be replaced with "Article 25, paragraph (2) as applied mutatis mutandis pursuant to Article 184 of the Special Treatment Act"; the term "Article 28, paragraph (1)" shall be deemed to be replaced with "Article 28, paragraph (1) as applied mutatis mutandis pursuant to Article 185 of the Special Treatment Act"; the term "Article 29, paragraph (3)" shall be deemed to be replaced with "Article 29, paragraph (3) as applied mutatis mutandis pursuant to Article 186 of the Special Treatment Act"; the term "Article 30, paragraph (2)" shall be deemed to be replaced with "Article 187, paragraph (2) of the Special Treatment Act"; the term "Article 35, paragraph (2)" shall be deemed to be replaced with "Article 190, paragraph (2) of the Special Treatment Act"; the term "Article 39-2, paragraph (1)" shall be deemed to be replaced with "Article 194-2, paragraph (1) of the Special Treatment Act"; the phrase "the proviso to Article 32, paragraph (1), the first sentence of Article 46, paragraph (2) or Article 72(2) (including the cases where applied mutatis mutandis pursuant to Article 32, paragraph (3))" in Article 12, paragraph (1), item (i) of said Act shall be deemed to be replaced with "the proviso to Article 32, paragraph (1) as applied mutatis mutandis pursuant to Article 188 of the Special Treatment Act, Article 72, paragraph (2) as applied mutatis mutandis pursuant to the first sentence of Article 198, paragraph (2) of the Special Treatment Act or Article 211 of the Special Treatment Act (including the cases where applied mutatis mutandis pursuant to Article 32, paragraph (3) as applied mutatis mutandis pursuant to Article 188 of the Special Treatment Act)"; the term "Article 84, paragraph (2)" in item (ii) of said paragraph shall be deemed to be replaced with "Article 84, paragraph (2) as applied mutatis mutandis pursuant to Article 221 of the Special Treatment Act"; and the term "Article 125, paragraph (2)" shall be deemed to be replaced with "Article 238, paragraph (2) of the Special Treatment Act."
(Application Mutatis Mutandis of the Code of Civil Procedure)
Article 177 With respect to Reorganization Proceedings for Mutual Companies, except as otherwise provided, the provisions of the Code of Civil Procedure shall apply mutatis mutandis.
(Rules of the Supreme Court)
Article 178 In addition to what is provided for in this Chapter and Section 3 and Section 6 of the next Chapter, the necessary matters concerning Reorganization Proceedings for Mutual Companies shall be specified by the Rules of the Supreme Court.
Article 179 Deleted
Section 2 Petition for Commencement of Reorganization Proceedings and Associated Preservative Measures
Subsection 1 Petition for Commencement of Reorganization Proceedings
(Petition for Commencement of Reorganization Proceedings)
Article 180 (1) When there is a fact constituting the grounds for the commencement of Reorganization Proceedings for a Mutual Company (meaning a fact that falls under any of the following items), said Mutual Company may file a petition for commencement of Reorganization Proceedings for said Mutual Company:
(i) There is a risk that a fact constituting the grounds for commencement of bankruptcy proceedings would occur; or
(ii) The payment of debts that are due poses the risk of causing significant hindrance to the continuation of business.
(2) When a fact that falls under paragraph (1), item (i) exists with regard to a Mutual Company, the following persons may also file a petition for commencement of Reorganization Proceedings for said Mutual Company.
(i) Creditors who hold claims equivalent to one-tenth or more of the total amount of funds of said Mutual Company (including the reserve for redemption of funds set forth in Article 56 of the Insurance Business Act)
(ii) Members equivalent in number to one-tenth or more of all members of said Mutual Company or 10,000 or more members
(Obligation to File for Petition for Commencement of Bankruptcy Proceedings, etc. and Filing of Petition for Commencement of Reorganization Proceedings)
Article 181 The provision of Article 18 of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where, pursuant to the provisions of other Acts, the liquidator of a Mutual Company shall file a petition for the commencement of bankruptcy proceedings or commencement of special liquidation for said Mutual Company.
(Petition for Commencement of Reorganization Proceedings by Mutual Company after Dissolution)
Article 182 In order for a Mutual Company in liquidation or special liquidation or against which bankruptcy proceedings have been commenced to file a petition for commencement of Reorganization Proceedings, there shall be a resolution specified in Article 62, paragraph (2) of the Insurance Business Act.
(Proceedings, etc. for Filing Petition for Commencement of Reorganization Proceedings)
Article 183 The provisions of Article 20 to Article 23 of the Corporate Reorganization Act shall apply mutatis mutandis to a petition for commencement of Reorganization Proceedings for a Mutual Company. In this case, the term "Article 17, paragraph (1)" in Article 20, paragraph (1) in said Act shall be deemed to be replaced with "Article 180, paragraph (1) of the Special Treatment Act"; the term "Article 17, paragraph (2)" in paragraph (2) of said Article and Article 22, paragraph (2) of said Act shall be deemed to be replaced with "Article 180, paragraph (2) of the Special Treatment Act"; the phrase "creditors or shareholders" in Article 20, paragraph (2) of said Act shall be deemed to be replaced with "creditors"; the phrase "the amount of claim or the number of voting rights (excluding the voting rights of the shares which may not be exercised for all matters that may be resolved at a shareholders meeting, and including the voting rights of the shares that are deemed to have voting rights pursuant to the provision of Article 879, paragraph (3) of the Companies Act)" shall be deemed to be replaced with "the amount of claim"; the term "Article 17" in Article 22, paragraph (1) of said Act shall be deemed to be replaced with "Article 180 of the Special Treatment Act"; the phrase "representative (when the head office is in a foreign state, the representative in Japan)" in paragraph (2) of said Article shall be deemed to be replaced with "representative"; the phrase "paragraph (1) or (2) of the next Article" in Article 23 of said Act shall be deemed to be replaced with "paragraph (1) or (2) of the next Article as applied mutatis mutandis pursuant to Article 184 of the Special Treatment Act"; the term "Article 25, paragraph (2)" shall be deemed to be replaced with "Article 25, paragraph (2) as applied mutatis mutandis pursuant to Article 184 of the Special Treatment Act," the term "Article 28, paragraph (1)" shall be deemed to be replaced with "Article 28, paragraph (1) as applied mutatis mutandis pursuant to Article 185 of the Special Treatment Act"; the term "Article 29, paragraph (3)" shall be deemed to be replaced with "Article 29, paragraph (3) as applied mutatis mutandis pursuant to Article 186 of the Special Treatment Act"; the term "Article 30, paragraph (2)" shall be deemed to be replaced with "Article 187, paragraph (2) of the Special Treatment Act"; the term "Article 35, paragraph (2)" shall be deemed to be replaced with "Article 190, paragraph (2) of the Special Treatment Act"; and the term "Article 39-2, paragraph (1)" shall be deemed to be replaced with "Article 194-2, paragraph (1) of the Special Treatment Act."
Subsection 2 Preservative Measures Associated with Petition for Commencement of Reorganization Proceedings
Division 1 Stay Order, etc. for Other Procedures and Proceedings related to Pre-commencement Company
Article 184 The provisions of Article 24 to Article 27 of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where a petition for commencement of Reorganization Proceedings for a Mutual Company is filed. In this case, the term "Article 28, paragraph (1)" in Article 25, paragraph (1) of said Act shall be deemed to be replaced with "Article 28, paragraph (1) as applied mutatis mutandis pursuant to Article 185 of the Special Treatment Act"; the term "Article 30, paragraph (2)" shall be deemed to be replaced with "Article 187, paragraph (2) of the Special Treatment Act"; the term "Article 35, paragraph (2)" shall be deemed to be replaced with "Article 190, paragraph (2)" of the Special Treatment Act"; and the phrase "the main clause of Article 10, paragraph (3)" in Article 27, paragraph (6) of said Act shall be deemed to be replaced with "the main clause of Article 10, paragraph (3) as applied mutatis mutandis pursuant to Article 175 of the Special Treatment Act. "
Division 2 Temporary Restraining Order, etc. Concerning Business and Property of Pre-commencement Company
(Temporary Restraining Order, etc. Concerning Business and Property of Pre-commencement Company)
Article 185 The provision of Article 28 of the Corporate Reorganization Act shall apply mutatis mutandis to a temporary restraining order in cases where a petition for commencement of Reorganization Proceedings for a Mutual Company is filed. In this case, the phrase "the main clause of Article 10, paragraph (3)" in paragraph (5) of said Article shall be deemed to be replaced with "the main clause of Article 10, paragraph (3) as applied mutatis mutandis pursuant to Article 175 of the Special Treatment Act."
(Claim for Extinguishment of Right of Retention under Commercial Law Prior to the Commencement of Reorganization Proceedings)
Article 186 The provision of Article 29 of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where there is a right of retention under the provisions of the Commercial Code or the Companies Act on the property of a Pre-commencement Company in the Reorganization Proceedings of a Mutual Company.
Division 3 Provisional Administration Order
(Provisional Administration Order)
Article 187 (1) Where a petition for commencement of Reorganization Proceedings is filed, the Court, upon the petition of an interested person or by its own authority, may make a disposition to order that the business and property of the Pre-commencement Company be administered by a provisional administrator until an order is made on the petition for commencement of Reorganization Proceedings, when it finds it necessary in order to achieve the purpose of Reorganization Proceedings.
(2) The Court, when making a disposition under the provision of the preceding paragraph (hereinafter referred to as a "Provisional Administration Order" in this Chapter), shall appoint one or more provisional administrators in the Provisional Administration Order; provided, however, that the person prescribed in Article 67, paragraph (3) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 210 may not be appointed as provisional administrator.
(3) The provisions of Article 30, paragraphs (3) to (5) and Article 31 of the Corporate Reorganization Act shall apply mutatis mutandis to a Provisional Administration Order in Reorganization Proceedings for a Mutual Company. In this case, the term "Article 10, paragraph (4)" in paragraph (3) of said Article shall be deemed to be replaced with "Article 10, paragraph (4) as applied mutatis mutandis pursuant to Article 175 of the Special Treatment Act."
(Powers of Provisional Administrator)
Article 188 The provisions of Article 32 and Article 33 of the Corporate Reorganization Act shall apply mutatis mutandis to a provisional administrator in the Reorganization Proceedings for a Mutual Company. In this case, "Article 67, paragraph (3)" in paragraph (1) of said Article shall be deemed to be replaced with "Article 67, paragraph (3) as applied mutatis mutandis pursuant to Article 210 of the Special Treatment Act."
(Application Mutatis Mutandis of the Provisions on Trustee, etc. to Provisional Administrator, etc.)
Article 189 (1) The provisions of Article 219, paragraphs (1) to (4) and the provisions of Article 54, Article 57, Article 59, Article 67, paragraph (2), Article 68, Article 69, Article 73, Article 74, paragraph (1), Article 76 to Article 80, and Article 82, paragraphs (1) to (3) of the Corporate Reorganization Act shall apply mutatis mutandis to a provisional administrator in the Reorganization Proceedings for a Mutual Company, and the provisions of Article 219, paragraphs (1) to (4) shall apply mutatis mutandis to a provisional administrator representative in the Reorganization Proceedings for a Mutual Company. In this case, the phrase "public notice under the provision of Article 43, paragraph (1)" in Article 59 of said Act shall be deemed to be replaced with "public notice under the provision of Article 31, paragraph (1) as applied mutatis mutandis pursuant to Article 187, paragraph (3) of the Special Treatment Act"; the phrase "subsidiary (meaning subsidiary prescribed in Article 2, item (iii) of the Companies Act)" in Article 77, paragraph (2) of said Act shall be deemed to be replaced with "de facto subsidiary (meaning de facto subsidiary prescribed in Article 33-2, paragraph (1) of the Insurance Business Act)"; the term "successor trustee" in Article 82, paragraph (2) of said Act shall be deemed to be replaced with "successor provisional administrator or trustee"; and the term "successor trustee" in paragraph (3) of said Article shall be deemed to be replaced with "successor provisional administrator, trustee."
(2) The provisions of Article 52, paragraphs (1) to (3) of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where a Provisional Administration Order is issued in Reorganization Proceedings for a Mutual Company, and the provisions of paragraphs (4) to (6) of said Article shall apply mutatis mutandis to the cases where a Provisional Administration Order ceases to be effective in the Reorganization Proceedings for a Mutual Company (excluding cases where an Order of Commencement of Reorganization Proceedings is made). In this case, the phrase "court proceedings (excluding court proceedings pertaining to action referred to in Article 97, paragraph (1) in cases where any of the events set forth in Article 234, item (iii) or (iv) occurs)" in paragraph (5) of said Article shall be deemed to be replaced with "court proceedings."
(3) With respect to cases relating to property of a Pre-commencement Company that are pending before an administrative agency in the Reorganization Proceedings of a Mutual Company, the provisions specified in the following items shall apply mutatis mutandis to the cases listed in the respective items.
(i) Cases where a Provisional Administration Order is issued: Article 52, paragraphs (1) to (3) of the Corporate Reorganization Act
(ii) Cases where a Provisional Administration Order ceases to be effective (excluding cases where an Order of Commencement of Reorganization Proceedings is made): Article 52, paragraphs (4) to (6) of the Corporate Reorganization Act
(4) The provision of Article 65 of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where a director, executive officer or liquidator intends to carry out, for himself/herself or for a third party, any transactions in the line of business of the Pre-commencement Company during the period which a provisional administrator is in the process of appointment in the Reorganization Proceedings of a Mutual Company. In this case, the phrase "Article 356, paragraph (1) of the Companies Act (including the cases where applied mutatis mutandis pursuant to Article 419, paragraph (2) or Article 482, paragraph (4) of said Act)" in paragraph (1) of said Article shall be deemed to be replaced with "Article 356, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 53-15 of the Insurance Business Act (including the cases where applied mutatis mutandis pursuant to Article 419, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 53-32 of the Insurance Business Act) or Article 356, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 180-8, paragraph (4) of the Insurance Business Act."
(5) The provision of the main clause of Article 66, paragraph (1) of the Corporate Reorganization Act shall apply mutatis mutandis to any director, accounting advisor, company auditor, executive officer and liquidator of a Pre-commencement Company during the period which a provisional administrator is in the process of appointment in the Reorganization Proceedings of a Mutual Company. In this case, the phrase "Article 361, paragraph (1) of the Companies Act" in said paragraph shall be deemed to be replaced with "Article 53-28, paragraph (3) of the Insurance Business Act."
Division 4 Supervision Order
(Supervision Order)
Article 190 (1) Where a petition for commencement of Reorganization Proceedings is filed, the Court, upon the petition of an interested person or by its own authority, may make a disposition to order supervision by a supervisor until an order is made on the petition for commencement of Reorganization Proceedings, when it finds it necessary in order to achieve the purpose of Reorganization Proceedings.
(2) The Court, when making the disposition set forth in the preceding paragraph (hereinafter referred to as "Supervision Order" in this Chapter), in the Supervision Order, shall appoint one or more supervisors and designate acts that the Pre-commencement Company may not conduct without obtaining their consent.
(3) The provision of Article 35, paragraph (3) of the Corporate Reorganization Act shall apply mutatis mutandis to any act conducted without the supervisor's consent in Reorganization Proceedings for a Mutual Company, and the provisions of paragraphs (4) to (6) of said Article shall apply mutatis mutandis to a Supervision Order in Reorganization Proceedings for a Mutual Company.
(Public Notice and Service Concerning Supervision Order)
Article 191 The provision of Article 36 of the Corporate Reorganization Act shall apply mutatis mutandis to a public notice or service concerning a Supervision Order in Reorganization Proceedings for a Mutual Company. In this case, the phrase "paragraph (4) of the preceding Article" in paragraph (2) of said Article shall be deemed to be replaced with "paragraph (4) of the preceding Article as applied mutatis mutandis pursuant to Article 190, paragraph (3) of the Special Treatment Act"; and the term "Article 10, paragraph (4)" in paragraph (3) of said Article shall be deemed to be replaced with "Article 10, paragraph (4) as applied mutatis mutandis pursuant to Article 175 of the Special Treatment Act."
(Examination Concerning Aptitude of Trustee of Director, etc.)
Article 192 The provision of Article 37 of the Corporate Reorganization Act shall apply mutatis mutandis to the examination concerning the aptitude of a trustee by a supervisor in Reorganization Proceedings for a Mutual Company.
(Application Mutatis Mutandis of the Provisions on Trustee to Supervisor)
Article 193 The provisions of Article 219, paragraphs (1) to (4) and the provisions of Article 67, paragraph (2), Article 68, Article 69, paragraph (1), Article 77 and Article 80 of the Corporate Reorganization Act shall apply mutatis mutandis to a supervisor in Reorganization Proceedings for a Mutual Company. In this case, the phrase "subsidiary (meaning subsidiary prescribed in Article 2, item (iii) of the Companies Act)" in Article 77, paragraph (2) of said Act shall be deemed to be replaced with "de facto subsidiary (meaning de facto subsidiary prescribed in Article 33-2, paragraph (1) of the Insurance Business Act)."
Division 5 Examination Order, etc. Prior to the Commencement of Reorganization Proceedings
(Examination Order Prior to the Commencement of Reorganization Proceedings)
Article 194 The Court, when it finds it necessary even during the period from the time when a petition for commencement of Reorganization Proceedings is filed to the time when an order on said petition is made, upon the petition of an interested person or by its own authority, may issue an Examination Order prescribed in Article 238, paragraph (2) directed to some or all of the following matters:
(i) The existence or nonexistence of any fact constituting the grounds for commencement of Reorganization Proceedings prescribed in Article 180, paragraph (1) and any of the grounds listed in Article 41, paragraph (1), items (ii) to (iv) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 196, the status of the business and property of the Pre-commencement Company and any other matters required for making a decision on the petition for commencement of Reorganization Proceedings and whether or not it is appropriate to commence Reorganization Proceedings;
(ii) Whether or not there are circumstances that require a temporary restraining order under the provision of Article 28, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 185, a Provisional Administration Order, a Supervision Order, a temporary restraining order under the provision of the next Article or Article 195 or Ruling Evaluating Subject Officers' Liability prescribed in Article 100, paragraph (1) of said Act as applied mutatis mutandis pursuant to Article 229, and the necessity of such disposition, order or ruling; and
(iii) Any other matters requiring an examination or a statement of opinion by the examiner in relation to the Reorganization Case.
(Temporary Restraining Order for Right of Avoidance)
Article 194-2 (1) The Court, when it finds it necessary in order to secure a right of avoidance during the period from the time when a petition for commencement of Reorganization Proceedings is filed to the time when an order on said petition is made, upon the petition of an interested person (or a provisional administrator if any provisional administrator is appointed) or by its own authority, may issue an order of provisional seizure, provisional disposition or any other necessary temporary restraining order.
(2) The provisions of Article 39-2, paragraphs (2) to (6) of the Corporate Reorganization Act shall apply mutatis mutandis to a temporary restraining order under the provision of the preceding paragraph. In this case, the phrase "the main clause of Article 10, paragraph (3)" in paragraph (6) of said Article shall be deemed to be replaced with "the main clause of Article 10, paragraph (3) as applied mutatis mutandis pursuant to Article 175 of the Special Treatment Act."
(Temporary Restraining Orders on Property of Officers, etc. Prior to the Commencement of Reorganization Proceedings)
Article 195 (1) The Court, when it finds urgent necessity even during the period from the time when a petition for commencement of Reorganization Proceedings is filed to the time when an order on said petition is made, upon the petition of the Pre-commencement Company (or a provisional administrator if any provisional administrator is appointed) or by its own authority, may issue a temporary restraining order as set forth in the items of Article 99, paragraph (1), item (i) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 228.
(2) The provisions of Article 99, paragraphs (2) to (5) of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where a temporary restraining order under the provision of the preceding paragraph is issued. In this case, the phrase "the main clause of Article 10, paragraph (3)" in paragraph (5) of said Article shall be deemed to be replaced with "the main clause of Article 10, paragraph (3) as applied mutatis mutandis pursuant to Article 175 of the Special Treatment Act."
Section 3 Order of Commencement of Reorganization Proceedings and Associated Effects, etc.
Subsection 1 Order of Commencement of Reorganization Proceedings
Article 196 The provisions of Article 41, Article 42, Article 43 (excluding item (ii) of paragraph (3)) and Article 44 of the Corporate Reorganization Act shall apply mutatis mutandis to an Order of Commencement of Reorganization Proceedings for a Mutual Company. In this case, the term "Article 17" in Article 41, paragraph (1) of said Act shall be deemed to be replaced with "Article 180 of the Special Treatment Act"; the phrase "Article 138 to Article 140 or Article 142" in Article 42, paragraph (2) of said Act shall be deemed to be replaced with "Article 138 or Article 139 as applied mutatis mutandis pursuant to Article 248 of the Special Treatment Act, Article 140, paragraph (1) or (2) as applied mutatis mutandis pursuant to Article 249 of the Special Treatment Act or Article 251 of the Special Treatment Act"; the phrase "the items of Article 190, paragraph (1)" in Article 43, paragraph (1), item (v) of said Act shall be deemed to be replaced with "the items of Article 190(1) as applied mutatis mutandis pursuant to Article 283 of the Special Treatment Act"; the term "Article 39" in paragraph (3), item (iv) of said Article shall be deemed to be replaced with "Article 194 of the Special Treatment Act"; the term "debts" in paragraph (4), item (ii) of said Article shall be deemed to be replaced with "debts with regard to claims that take preference over Reorganization Claims on the funds"; the term "shareholder" shall be deemed to be replaced with "fund contributor"; the phrase "paragraph (3), items (i) to (iii) and the preceding paragraph" in paragraph (5) of said Article shall be deemed to be replaced with "paragraph (3), items (i) and (iii) and the preceding paragraph"; the phrase "paragraph (3), items (i) and (ii) and the preceding paragraph" shall be deemed to be replaced with "paragraph (3), item (i) and the preceding paragraph"; the phrase "Section 2 of the preceding Chapter" in Article 44, paragraph (2) of said Act shall be deemed to be replaced with "Chapter III, Section 2, Subsection 2 of the Special Treatment Act"; and the term "item (iv)" in paragraph (3) of said Article shall be deemed to be replaced with" items (ii) and (iv)."
Subsection 2 Effects Associated with Order of Commencement of Reorganization Proceedings
(Prohibition of Changes in Basic Matters concerning Organization of Company under Reorganization)
Article 197 (1) During the period after the commencement of Reorganization Proceedings until the close thereof, unless it is provided for in a Reorganization Plan, neither a Company under Reorganization may perform any of the following acts, nor may a Stock Company after entity conversion of a Company under Reorganization as specified in a Reorganization Plan (hereinafter referred to as "Converted Stock Company" in this Chapter) perform any of the acts listed in the items of Article 45, paragraph (1) of the Corporate Reorganization Act:
(i) Conclusion of insurance contracts (limited to those in which policyholders are members);
(ii) Distribution of surplus;
(iii) Reduction of the reserve for redemption of funds;
(iv) Solicitation of funds;
(v) Solicitation of subscribers for Bonds for subscription (meaning Bonds for subscription prescribed in Article 61 of the Insurance Business Act in the case of a Mutual Company, and meaning Bonds for subscription prescribed in Article 676 of the Companies Act in the case of a Stock Company carrying on an insurance business (meaning insurance business prescribed in Article 2, paragraph (1) of said Act); hereinafter the same shall apply in this Chapter and Section 2 of the next Chapter);
(vi) Entity conversion (meaning entity conversion prescribed in Article 86(1) of the Insurance Business Act; hereinafter the same shall apply in this Chapter);
(vii) Share exchange on entity conversion (meaning share exchange on entity conversion prescribed in Article 96-5, paragraph (1) of the Insurance Business Act; hereinafter the same shall apply in this Chapter) or share transfer on entity conversion (meaning share transfer on entity conversion prescribed in Article 96-8, paragraph (1) of said Act; hereinafter the same shall apply in this Chapter);
(viii) Transfer of insurance contracts (meaning transfer of insurance contracts prescribed in Article 135, paragraph (1) of the Insurance Business Act (including the cases where applied mutatis mutandis pursuant to Article 272-29 of said Act); the same shall apply hereinafter) or receipt of transfer of insurance contract;
(ix) Dissolution; or
(x) Merger.
(2) During the period after the commencement of Reorganization Proceedings until the close thereof, the articles of incorporation of a Company under Reorganization or Converted Stock Company may not be amended unless as specified in a Reorganization Plan or unless the permission of the Court is obtained.
(Assignment of Business, etc.)
Article 198 (1) During the period after the commencement of Reorganization Proceedings until the close thereof, unless it is provided for in a Reorganization Plan, the acts listed in Article 62-2, paragraph (1), items (i) to (ii)-2 of the Insurance Business Act pertaining to a Company under Reorganization (hereinafter referred to as "Assignment of Business, etc." in this Article) may not be conducted; provided, however, that this shall not apply to an Assignment of Business, etc. pertaining to the Company under Reorganization pursuant to the provisions of the following paragraph to paragraph (8).
(2) During the period after the commencement of Reorganization Proceedings until an order to refer a proposed Reorganization Plan to a resolution is made, a trustee, with permission of the Court, may implement an Assignment of Business, etc. pertaining to a Company under Reorganization. In this case, the Court may grant permission only when it finds said Assignment of Business, etc. necessary for the reorganization of the business of the Company under Reorganization.
(3) The Court, when granting the permission set forth in the preceding paragraph, shall hear the opinions of the following:
(i) Known Reorganization Creditors (in cases where the Company under Reorganization, at the time of the commencement of Reorganization Proceedings, is unable to pay its debts in full with its property with regard to claims that take preference over consensually-subordinated Reorganization Claims (meaning claims for which the Reorganization Creditor and the Company under Reorganization, prior to the commencement of Reorganization Proceedings, reach an agreement to the effect that if bankruptcy proceedings are commenced against said Company, the claim shall be subordinated to a subordinate bankruptcy claim prescribed in Article 99, paragraph (1) of the Bankruptcy Act in the order of priority for receiving a liquidating distribution in the bankruptcy proceedings; hereinafter the same shall apply in this Chapter), the holders of such consensually-subordinated Reorganization Claims, and in cases where the Company under Reorganization, at the time of the commencement of Reorganization Proceedings, is unable to pay its debts in full with its property with regard to claims that take preference over Reorganization Claims on the funds, contributors to said funds shall be excluded); provided, however, that if there is a Reorganization Creditors Committee prescribed in Article 233, paragraph (1), it shall be sufficient to hear the opinions of the committee;
(ii) Known Secured Reorganization Creditors; provided, however, that if there is a Secured Reorganization Creditors Committee prescribed in Article 233(2), it shall be sufficient to hear the opinions of the committee; and
(iii) Labor union, etc. (meaning the labor union consisting of the majority of the employees of the Company under Reorganization, if there is any such labor union, or the person representative of the majority of the employees of the Company under Reorganization, if there is no labor union consisting of the majority of the employees of the Company under Reorganization).
(4) A trustee shall, when implementing an Assignment of Business, etc. or assigning an important part of the business of a Company under Reorganization pursuant to the provision of paragraph (2), make a public notice or give a notice of the following matters to members in advance:
(i) The other party, time and value of said Assignment of Business, etc., and the description of business subject to said Assignment of Business, etc. (or, in the case of implementing the act listed in Article 62-2, paragraph (1), item (ii)-2 of the Insurance Business Act, the description of business of a de facto Subsidiary Company prescribed in said item); and
(ii) To the effect that any member who opposes said Assignment of Business, etc. shall give a notice to the trustee in writing to that effect within two weeks from the day on which said public notice is made or said notice is given.
(5) The notice given to a member under the provision of the preceding paragraph may be addressed to the place or contact address notified by the member to the Company under Reorganization or the trustee.
(6) The notice given to a member under the provision of paragraph (4) shall be deemed to have been delivered at the time when the notice should have normally arrived.
(7) In any of the cases set forth in the following items, the Court may not grant the permission set forth in paragraph (2):
(i) When a petition for the permission set forth in paragraph (2) is filed after one month has elapsed from the day on which public notice is made or notice is given under the provision of paragraph (4); or
(ii) When the members exceeding one-quarter of all members give a notice to the trustee in writing of their opposition to the Assignment of Business, etc. pursuant to the provoision of paragraph (2) within the period prescribed in item (ii) of paragraph (4).
(8) In cases where the Company under Reorganization, at the time of the permission set forth in paragraph (2), is unable to pay its debts in full with its property, the provisions of paragraph (4) to the preceding paragraph shall not apply.
(9) Any act conducted without the permission set forth in paragraph (2) shall be void; provided, however, that this may not be asserted against a third party without knowledge.
(10) In cases where an Assignment of Business, etc. pertaining to a Company under Reorganization is to be implemented with the permission set forth in paragraph (2), the provision of Article 62-2 of the Insurance Business Act shall not apply.
(Prohibition of Payment, etc. of Reorganization Claims, etc.)
Article 199 The provisions of Article 47 and Article 47-2 of the Corporate Reorganization Act shall apply mutatis mutandis to Reorganization Claims, etc. in Reorganization Proceedings for a Mutual Company. In this case, the phrase "Reorganization Claims which are consensually-subordinated Reorganization Claims" in Article 47(6) of said Act shall be deemed to be replaced with "Reorganization Claims which are consensually-subordinated Reorganization Claims and Reorganization Claims on the funds"; and the term "Article 24(2)" in paragraph (7) (i) and (ii) of said Article shall be deemed to be replaced with "Article 24(2) as applied mutatis mutandis pursuant to Article 184 of the Special Treatment Act."
(Set-off)
Article 200 The provisions of Article 48 to Article 49-2 of the Corporate Reorganization Act shall apply mutatis mutandis to set-off by a Reorganization Creditor, etc. in Reorganization Proceedings for a Mutual Company. In this case, the term "Article 138, paragraph (1)" in Article 48, paragraph (1) of said Act shall be deemed to be replaced with "Article 138, paragraph (1) as applied mutatis mutandis pursuant to Article 248 of the Special Treatment Act."
(Stay Order, etc. for Other Procedures and Proceedings)
Article 201 The provisions of Article 50 and Article 51 of the Corporate Reorganization Act shall apply mutatis mutandis to compulsory execution and other procedures in cases where an Order of Commencement of Reorganization Proceedings for a Mutual Company is made. In this case, the term "Article 24, paragraph (1), item (ii)" in Article 50, paragraphs (1) and (5), item (i) of said Act shall be deemed to be replaced with "Article 24, paragraph (1), item (ii) as applied mutatis mutandis pursuant to Article 184 of the Special Treatment Act"; the term "Article 24, paragraph (2)" in paragraphs (2), (5), item (ii) and (10) of said Article shall be deemed to be replaced with "Article 24, paragraph (2) as applied mutatis mutandis pursuant to Article 184 of the Special Treatment Act"; the term "Article 204, paragraph (2)" in paragraph (11) of said Article shall be deemed to be replaced with "Article 204, paragraph (2) as applied mutatis mutandis pursuant to Article 295, paragraph (3) of the Special Treatment Act"; and the phrase "the first sentence of Article 72, paragraph (4)" in Article 51, paragraph (2) of said Act shall be deemed to be replaced with "the first sentence of Article 72, paragraph (4) as applied mutatis mutandis pursuant to Article 211 of the Special Treatment Act."
(Treatment of Action Relating to Property of Company under Reorganization)
Article 202 The provision of Article 52 of the Corporate Reorganization Act shall apply mutatis mutandis to court proceedings relating to the property of a Company under Reorganization in the Reorganization Proceedings for a Mutual Company. In this case, the phrase "Article 234, item (iii) or (iv)" in paragraph (5) of said Article shall be deemed to be replaced with "Article 234, item (iii) or (iv) as applied mutatis mutandis pursuant to Article 323 of the Special Treatment Act"; and the term "Article 97, paragraph (1)" shall be deemed to be replaced with Article 97, paragraph (1) as applied mutatis mutandis pursuant to Article 226 of the Special Treatment Act. "
(Treatment of Action for Obligee's Subrogation Right, Action for Avoidance of Fraudulent Act, etc.)
Article 202-2 (1) If an action filed by a Reorganization Creditor pursuant to the provisions of Article 423 or Article 424 of the Civil Code or an action of avoidance or action of objection to an order upholding a request for avoidance filed under the provisions of the Bankruptcy Act or Civil Rehabilitation Act is pending at the time of the commencement of Reorganization Proceedings, the respective court proceedings shall be discontinued.
(2) The provisions of Article 52-2, paragraphs (2) to (6) of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where court proceedings are discontinued pursuant to the provision of the preceding paragraph.
(Treatment of Cases Pending Before Administrative Agency)
Article 203 The provision of Article 53 of the Corporate Reorganization Act shall apply mutatis mutandis to a case relating to the property of a Company under Reorganization in the Reorganization Proceedings for a Mutual Company that is pending before an administrative agency.
(Effect, etc. of Juridical Acts by Company under Reorganization)
Article 204 The provisions of Article 54 to Article 59 of the Corporate Reorganization Act shall apply mutatis mutandis to the effect of acts performed after the commencement of Reorganization Proceedings for a Mutual Company. In this case, the term "Article 43, paragraph (1)" in said Article shall be deemed to be replaced with "Article 43, paragraph (1) as applied mutatis mutandis pursuant to Article 196 of the Special Treatment Act."
(Co-ownership)
Article 205 The provision of Article 60 of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where a Company under Reorganization in the Reorganization Proceedings for a Mutual Company holds a property right jointly with another or other persons.
(Bilateral Contract)
Article 206 (1) The provisions of Article 61, paragraphs (1) to (4) and Article 62 of the Corporate Reorganization Act shall apply mutatis mutandis to a bilateral contract to which a Company under Reorganization in the Reorganization Proceedings for a Mutual Company is a party.
(2) The provision of Article 54 of the Bankruptcy Act shall apply mutatis mutandis to the cases where a contract is cancelled under the provision of the Article 61 of the Corporate Reorganization Act as applied mutatis mutandis pursuant to the preceding paragraph. In this case, the term "bankruptcy creditor" in Article 54, paragraph (1) of the Bankruptcy Act shall be deemed to be replaced with "Reorganization Creditor (meaning Reorganization Creditor prescribed in Article 169, paragraph (9) of the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions)"; the term "the bankrupt" in paragraph (2) of said Article shall be deemed to be replaced with "Company under Reorganization (meaning Company under Reorganization prescribed in Article 169, paragraph (7) of the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions)"; the term "bankruptcy estate" shall be deemed to be replaced with "Property of the Company under Reorganization (meaning Property of the Company under Reorganization prescribed in paragraph (14) of said Article)"; and the phrase "holder of claim on the estate" shall be deemed to be replaced with "common benefit creditor."
(3) The provisions of Article 56, Article 58 and Article 59 of the Bankruptcy Act shall apply mutatis mutandis to the cases where Reorganization Proceedings for a Mutual Company are commenced. In this case, the phrase "Article 53, paragraphs (1) and (2)" in Article 56, paragraph (1) of said Act shall be deemed to be replaced with "Article 61, paragraphs (1) and (2) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 206, paragraph (1) of the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions"; the term "the bankrupt" shall be deemed to be replaced with "Company under Reorganization (meaning Company under Reorganization prescribed in Article 169, paragraph (7) of the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions)"; the phrase "claim on the estate" in paragraph (2) of said Article shall be deemed to be replaced with "common benefit claim"; the phrase "commencement of bankruptcy proceedings" in Article 58, paragraph (1) of said Act shall be deemed to be replaced with "commencement of Reorganization Proceedings (meaning Reorganization Proceedings prescribed in Article 169, paragraph (1) of the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions)"; the term "bankruptcy creditor" in Article 54, paragraph (1) of said Act as applied mutatis mutandis pursuant to Article 58, paragraph (3) shall be deemed to be replaced with "Reorganization Creditor (meaning Reorganization Creditor prescribed in Article 169, paragraph (9) of the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions)"; the term "bankruptcy proceedings" in Article 59, paragraph (1) of said Act shall be deemed to be replaced with "Reorganization Proceedings (meaning Reorganization Proceedings prescribed in Article 169, paragraph (1) of the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions)"; and the phrase "The claim under the provision of the preceding paragraph shall belong to the bankruptcy estate if it is held by the bankrupt or shall be a "bankruptcy claim" if it is held by the counter party" in paragraph (2) of said Article shall be deemed to be replaced with "The claim under the provision of the preceding paragraph shall be a Reorganization Claim (meaning Reorganization Claim prescribed in Article 169, paragraph (8) of the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions) if it is held by the counter party".
(Right of Segregation)
Article 207 (1) The provision of Article 64, paragraph (1) of the Corporate Reorganization Act shall apply mutatis mutandis to a right to segregate, from a Company under Reorganization in the Reorganization Proceedings for a Mutual Company, property that does not belong to the Company under Reorganization .
(2) The provisions of Article 63 and Article 64 of the Bankruptcy Act shall apply mutatis mutandis to the cases where Reorganization Proceedings for a Mutual Company are commenced. In this case, the phrase "order of commencement of bankruptcy proceedings" in Article 63, paragraph (1) of said Act shall be deemed to be replaced with "Order of Commencement of Reorganization Proceedings (meaning Reorganization Proceedings prescribed in Article 169, paragraph (1) of the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions)"; the term "bankruptcy trustee" in said paragraph and Article 64 of said Act shall be deemed to be replaced with "trustee"; the phrase "Article 53, paragraphs (1) and (2)" in Article 63, paragraph (2) of said Act shall be deemed to be replaced with "Article 61, paragraphs (1) and (2) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 206(1) of the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions"; the term "paragraph (1)" in paragraph (3) of said Article shall be deemed to be replaced with "the preceding two paragraphs"; the term "said paragraph" shall be deemed to be replaced with "paragraph (1)"; the term "the bankrupt" in Article 64, paragraph (1) of said Act shall be deemed to be replaced with "Mutual Company (meaning Mutual Company prescribed in Article 2, paragraph (6) of the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions)"; and the phrase "commencement of bankruptcy proceedings" shall be deemed to be replaced with "commencement of Reorganization Proceedings (meaning Reorganization Proceedings prescribed in Article 169, paragraph (1) of the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions)."
(Restriction of Competition of Director, etc.)
Article 208 The provision of Article 65 of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where a director, executive officer or liquidator of a Company under Reorganization intends to carry out a transaction in the line of business of the Company under Reorganization on behalf of him/herself or a third party during the period after the commencement of Reorganization Proceedings for a Mutual Company until the close thereof. In this case, the phrase "Article 356, paragraph (1) of the Companies Act (including the cases where applied mutatis mutandis pursuant to Article 419, paragraph (2) or Article 482, paragraph (4) of said Act)" in paragraph (1) of said Article shall be deemed to be replaced with "Article 356, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 53-15 of the Insurance Business Act (including the cases where applied mutatis mutandis pursuant to Article 419, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 53-32 of the Insurance Business Act) or Article 356, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 180-8, paragraph (4) of the Insurance Business Act"; and the phrase "the first sentence of Article 72, paragraph (4)" shall be deemed to be replaced with "the first sentence of Article 72, paragraph (4) as applied mutatis mutandis pursuant to Article 211 of the Special Treatment Act."
(Remuneration, etc. for Director, etc.)
Article 209 The provision of Article 66 of the Corporate Reorganization Act shall apply mutatis mutandis to any director, accounting advisor, company auditor, executive officer and liquidator of a Company under Reorganization in the Reorganization Proceedings for a Mutual Company. In this case, the phrase "Article 361, paragraph (1) of the Companies Act" in paragraph (1) of said Article shall be deemed to be replaced with "Article 53-28, paragraph (3) of the Insurance Business Act"; the phrase "the first sentence of Article 72, paragraph (4)" shall be deemed to be replaced with "the first sentence of Article 72, paragraph (4) as applied mutatis mutandis pursuant to Article 211 of the Special Treatment Act"; and the phrase "Article 361, paragraphs (1) (including the cases where applied mutatis mutandis pursuant to Article 482, paragraph (4) of said Act) and (3), Article 379, paragraphs (1) and (2), Article 387, paragraphs (1) and (2) and Article 404, paragraph (3) of the Companies Act" in paragraph (2) of said Article shall be deemed to be replaced with "Article 361, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 53-15 and Article 180-8, paragraph (4) of the Insurance Business Act, Article 361, paragraph (3) of the Companies Act as applied mutatis mutandis pursuant to Article 53-15 of the Insurance Business Act, Article 379, paragraphs (1) and (2) of the Companies Act as applied mutatis mutandis pursuant to Article 53-17 of the Insurance Business Act, Article 387, paragraphs (1) and (2) of the Companies Act as applied mutatis mutandis pursuant to Article 53-20 of the Insurance Business Act and Article 53-28, paragraph (3) of the Insurance Business Act."
Subsection 3 Trustee
Division 1 Appointment and Supervision of Trustee
Article 210 The provisions of Article 67 to Article 71 of the Corporate Reorganization Act shall apply mutatis mutandis to a trustee in Reorganization Proceedings for a Mutual Company. In this case, the term "Article 100, paragraph (1)" in Article 67, paragraph (3) of said Act shall be deemed to be replaced with "Article 100, paragraph (1) as applied mutatis mutandis pursuant to Article 229 of the Special Treatment Act."
Division 2 Powers, etc. of Trustee
(Powers of Trustee)
Article 211 The provision of Article 72 of the Corporate Reorganization Act shall apply mutatis mutandis to the powers of a trustee in Reorganization Proceedings for a Mutual Company. In this case, the term "Article 6, paragraph (1)" in paragraph (2), item (iv) of said Article shall be deemed to be replaced with "Article 61, paragraph (1) as applied mutatis mutandis pursuant to Article 206, paragraph (1) of the Special Treatment Act"; the term "Article 64, paragraph (1)" in item (viii) of said paragraph shall be deemed to be replaced with "Article 64(1) as applied mutatis mutandis pursuant to Article 207, paragraph (1) of the Special Treatment Act"; and the term "Article 10, paragraph (4)" in paragraph (7) of said Article shall be deemed to be replaced with "Article 10, paragraph (4) as applied mutatis mutandis pursuant to Article 175 of the Special Treatment Act."
(Administration of Business and Property of Company under Reorganization)
Article 212 The provision of Article 73 of the Corporate Reorganization Act shall apply mutatis mutandis to the administration of the business and property of a Company under Reorganization in the Reorganization Proceedings for a Mutual Company.
(Standing to Sue or be Sued, etc.)
Article 213 The provision of Article 74 of the Corporate Reorganization Act shall apply mutatis mutandis to action relating to the property of a Company under Reorganization in the Reorganization Proceedings for a Mutual Company. In this case, "the first sentence of Article 72, paragraph (4)" in paragraphs (2) and (3) of said Article shall be deemed to be replaced with "the first sentence of Article 72, paragraph (4) as applied mutatis mutandis pursuant to Article 211 of the Special Treatment Act."
(Management of Postal Items, etc.)
Article 214 The provisions of Article 75 and Article 76 of the Corporate Reorganization Act shall apply mutatis mutandis to the management of postal items, etc. that are addressed to a Company under Reorganization in the Reorganization Proceedings for a Mutual Company. In this case, the phrase "the first sentence of Article 72, paragraph (4)" in Article 75, paragraph (3) of said Act shall be deemed to be replaced with "the first sentence of Article 72, paragraph (4) as applied mutatis mutandis pursuant to Article 211 of the Special Treatment Act."
(Examination of Company under Reorganization and De Facto Subsidiary)
Article 215 The provision of Article 77 of the Corporate Reorganization Act shall apply mutatis mutandis to the powers of a trustee in Reorganization Proceedings for a Mutual Company. In this case, the phrase "subsidiary (meaning subsidiary prescribed in Article 2, item (iii) of the Companies Act)" in paragraph (2) of said Article shall be deemed to be replaced with "de facto subsidiary (meaning de facto subsidiary prescribed in Article 33-2, paragraph (1) of the Insurance Business Act)."
(Trustee's Transactions for Itself)
Article 216 The provision of Article 78 of the Corporate Reorganization Act shall apply mutatis mutandis to transactions performed by a trustee in Reorganization Proceedings for a Mutual Company with the Company under Reorganization.
(Restriction of Competition of Trustee)
Article 217 The provision of Article 79 of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where a trustee in Reorganization Proceedings for a Mutual Company intends to carry out a transaction in the line of business of a Company under Reorganization on behalf of him/herself or a third party.
(Trustee's Duty of Care)
Article 218 The provision of Article 80 of the Corporate Reorganization Act shall apply mutatis mutandis to the duties of a trustee in Reorganization Proceedings for a Mutual Company.
(Trustee's Duty to Strive to Provide Information)
Article 218-2 A trustee shall strive to provide a person who has a right to claim salary or right to claim retirement allowance, both of which are Reorganization Claims, etc., with information necessary for their participation in the Reorganization Proceedings.
(Remuneration, etc. for Trustee)
Article 219 (1) A trustee may receive advance payments of expenses as well as remuneration determined by the Court.
(2) A trustee shall, after his/her appointment, obtain permission of the Court in order to accept any claims against a Company under Reorganization, Converted Stock Company, or Mutual Company or Stock Company established as specified in a Reorganization Plan or any membership rights of a Company under Reorganization or a Mutual Company established as specified in a Reorganization Plan or any shares issued by a Converted Stock Company or a Stock Company incorporated as specified in a Reorganization Plan, or assign these.
(3) A trustee may not receive payment of expenses and remuneration if he/she has conducted any act prescribed in the preceding paragraph without obtaining the permission set forth in said paragraph.
(4) An immediate appeal may be filed against an order made pursuant to the provision of paragraph (1).
(5) The provisions of the preceding paragraphs shall apply mutatis mutandis to a trustee representative and legal advisor set forth in Article 71 of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 210.
(Duty to Report upon Termination of Office, etc.)
Article 220 (1) A trustee, upon termination of his/her office, shall submit a report of account to the Court without delay.
(2) In the case referred to in the preceding paragraph, if there is a vacancy in the office of trustee, the report of account set forth in said paragraph, notwithstanding the provision of said paragraph, shall be submitted by a successor trustee.
(3) Upon the termination of a trustee's office, if there are pressing circumstances, the trustee or his/her successor shall take necessary measures until a successor trustee or the Company under Reorganization is able to administer property.
(4) In cases where any of the events set forth in Article 234(ii) to (iv) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 323 occurs, except in the cases prescribed in Article 331-10(6) or Article 331-13, a trustee shall pay common benefit claims; provided, however, that with regard to a common benefit claim which is in dispute in terms of its existence or nonexistence or its amount, a trustee shall make a statutory deposit of such payment in the interest of the person who holds such claim.
Division 3 Investigation on the Status of Property of Company under Reorganization
(Evaluation of Property, etc.)
Article 221 The provisions of Article 83 and Article 84 of the Corporate Reorganization Act shall apply mutatis mutandis to the investigation on the status of property of a Company under Reorganization in the Reorganization Proceedings for a Mutual Company. In this case, the term "Ordinance of the Ministry of Justice" in Article 83, paragraph (5) of said Act shall be deemed to be replaced with "Cabinet Office Ordinance"; the term "Article 99, paragraph (1)" in Article 84, paragraph (1), item (iii) of said Act shall be deemed to be replaced with "Article 99, paragraph (1) as applied mutatis mutandis pursuant to Article 228 of the Special Treatment Act"; and the term "Article 100, paragraph (1)" shall be deemed to be replaced with "Article 100, paragraph (1) as applied mutatis mutandis pursuant to Article 229 of the Special Treatment Act."
(Report to Meeting for Reporting the Status of Property)
Article 222 The provision of Article 85 of the Corporate Reorganization Act shall apply mutatis mutandis to a meeting of persons concerned for reporting the status of property of a Company under Reorganization in the Reorganization Proceedings for a Mutual Company. In this case, the phrase "the items of paragraph (1) of the preceding Article" in paragraph (1) of said Article shall be deemed to be replaced with "the items of paragraph (1) of the preceding Article as applied mutatis mutandis pursuant to Article 221 of the Special Treatment Act"; and the term "Article 46, paragraph (3), item (iii)" in paragraph (3) of said Article shall be deemed to be replaced with "Article 198, paragraph (3), item (iii) of the Special Treatment Act."
Subsection 4 Right of Avoidance
(Avoidance of Acts Prejudicial to Reorganization Creditor, etc.)
Article 223 (1) The following acts (excluding acts concerning the provision of security or extinguishment of debt) may be avoided in the interest of the Property of the Company under Reorganization after the commencement of Reorganization Proceedings:
(i) An act conducted by the Company under Reorganization while knowing that it would prejudice Reorganization Creditor, etc.; provided, however, that this shall not apply where the person who has benefited from said act did not know, at the time of the act, the fact that it would prejudice any Reorganization Creditor, etc.; and
(ii) An act that would prejudice Reorganization Creditor, etc. conducted by the Company under Reorganization after the suspension of payments or the filing of a petition for commencement of Reorganization Proceedings, commencement of bankruptcy proceedings, commencement of rehabilitation proceedings or commencement of special liquidation (hereinafter referred to as "Suspension of Payments, etc." in this Article) took place; provided, however, that this shall not apply where the person who has benefited from said act did not know, at the time of the act, the fact that Suspension of Payments, etc. had taken place nor the fact that the act would prejudice any Reorganization Creditor, etc.
(2) With respect to an act concerning the extinguishment of debt conducted by the Company under Reorganization, if the value of the performance received by the creditor exceeds the amount of the debt extinguished by said act, and said act satisfies any of the requirements listed in the items of the preceding paragraph, such act may be avoided in the interest of the Property of the Company under Reorganization after the commencement of Reorganization Proceedings only with regard to the part other than the part equivalent to the amount of the debt extinguished.
(3) Any gratuitous act, or any onerous act that should be deemed to be equal to such an act, conducted by the Company under Reorganization after or within six months prior to Suspension of Payments, etc. may be avoided in the interest of the Property of the Company under Reorganization after the commencement of Reorganization Proceedings.
(Avoidance of Acts of Disposing of Property Conducted While Receiving Reasonable Value)
Article 223-2 (1) When a Company under Reorganization, after conducting an act of disposing of its property, has received a reasonable value from the other party to said act, the act may be avoided in the interest of the Property of the Company under Reorganization after the commencement of Reorganization Proceedings, if it satisfies all of the following requirements:
(i) The act has the actual risk that the Company under Reorganization would conceal, gratuitously convey or otherwise dispose of the property in a manner prejudicial to Reorganization Creditor, etc. (hereinafter referred to as "Concealment or Other Disposition" in this Article) by realizing real property or otherwise changing the type of property by way of such disposition;
(ii) The Company under Reorganization, at the time of the act, had the intention of conducting Concealment or Other Disposition of the money or any other property that it received as a value for the act; and
(iii) The other party, at the time of the act, knew that the Company under Reorganization had the intention of conducting Concealment or Other Disposition set forth in the preceding item.
(2) For the purpose of application of the provision of the preceding paragraph, if the other party to the act in question is a director, accounting advisor (when the accounting advisor is a juridical person, including any member who is supposed to carry out that juridical person's duties), company auditor, executive officer, accounting auditor (when the accounting auditor is a juridical person, including any member who is supposed to carry out that juridical person's duties) or liquidator of a Company under Reorganization, the other party shall be presumed to have known, at the time of the act, that the Company under Reorganization had the intention of conducting Concealment or Other Disposition set forth in item (ii) of said paragraph.
(Avoidance of Provision of Security, etc. to Specific Creditors)
Article 223-3 (1) The following acts (limited to acts concerning the provision of security or extinguishment of debt conducted with regard to an existing debt) may be avoided in the interest of the Property of the Company under Reorganization after the commencement of Reorganization Proceedings:
(i) An act conducted by the Company under Reorganization after it became unable to pay debts (the condition in which the Company under Reorganization, due to the lack of ability to pay, is generally and continuously unable to pay its debts as they become due; hereinafter the same shall apply in this Article) or a petition for commencement of Reorganization Proceedings, commencement of bankruptcy proceedings, commencement of rehabilitation proceedings or commencement of special liquidation was filed (hereinafter referred to as the "filing of a petition for commencement of Reorganization Proceedings, etc." in this Article); provided, however, that this shall apply only where the creditor, at the time of the act, knew either of the facts set forth in sub-item (a) or (b) below for the cases listed in sub-item (a) or (b), respectively:
(a) Where the act was conducted after the Company under Reorganization became unable to pay debts: The fact that the Company under Reorganization was unable to pay debts or suspended payments
(b) Where the act was conducted after a petition for commencement of Reorganization Proceedings, etc. was filed: The fact that a petition for commencement of Reorganization Proceedings, etc. was filed
(ii) An act that is not included in the scope of the obligation of the Company under Reorganization in terms of the act itself or the time of performance of the act, which was conducted within 30 days before the Company under Reorganization became unable to pay debts; provided, however, that this shall not apply if the creditor did not know, at the time of the act, the fact that it would prejudice other Reorganization Creditor, etc.
(2) For the purpose of application of the provision of item (i) of the preceding paragraph, in the following cases, the creditor shall be presumed to have known, at the time of the act set forth in said item, either of the facts set forth in sub-item (a) or (b) below for the cases listed in sub-item (a) or (b), respectively (in the case set forth in sub-item (a) of said item, both the facts that the Company under Reorganization was unable to pay debts and that the Company under Reorganization suspended payments):
(i) Where the creditor is a director, accounting advisor (when the accounting advisor is a juridical person, including any member who is supposed to carry out that juridical person's duties), company auditor, executive officer, accounting auditor (when the accounting auditor is a juridical person, including any member who is supposed to carry out that juridical person's duties) or liquidator of the Company under Reorganization; or
(ii) Where the act set forth in item (i) of the preceding paragraph is not included in the scope of the obligation of the Company under Reorganization in terms of the act itself or the method or time of performance of the act.
(3) For the purpose of application of the provisions of the items of paragraph (1), after the suspension of payments took place (limited to suspension that took place within one year prior to the filing of a petition for commencement of Reorganization Proceedings, etc.), the Company under Reorganization shall be presumed to have been unable to pay debts.
(Exceptions to Payment of Debts on Negotiable Instrument, etc.)
Article 224 (1) The provision of paragraph (1), item (i) of the preceding Article shall not apply where a person who has received payment of a negotiable instrument from a Company under Reorganization would lose his/her right on the negotiable instrument against one or more debtors on the negotiable instrument unless he/she receives such payment.
(2) In the case referred to in the preceding paragraph, if the final obligor for redemption or the person who had entrusted the drawing of the negotiable instrument knew or was negligent in not knowing, at the time of drawing, the fact that Suspension of Payments, etc. had taken place, a trustee may have these persons redeem the money paid by the Company under Reorganization to them.
(3) The provision of paragraph (1) of the preceding Article shall not apply to any act concerning the provision of security or extinguishment of debt, which is conducted by a Company under Reorganization with regard to a Right to Claim Tax, etc. (excluding a claim for a Foreign Tax Subject to Mutual Assistance) or a right to claim a fine, etc. arising prior to the commencement of Reorganization Proceedings prescribed in Article 251, item (ii) for the person who has the power to collect the tax, etc. or fine.
(Avoidance of Requirements of Perfection of Changes in Rights)
Article 225 (1) Where an act necessary for duly asserting the establishment, transfer or modification of a right against a third party (including a provisional registration or Provisional Registration) was conducted after Suspension of Payments, etc. took place, such act may be avoided if it was conducted after 15 days had elapsed since the date of establishment, transfer or modification of the right, while knowing that Suspension of Payments, etc. had taken place; provided, however, that this shall not apply to a definitive registration or Definitive Registration based on prior unavoidable provisional registration or Provisional Registration.
(2) The provision of the preceding paragraph shall apply mutatis mutandis to a Registration based on which the acquisition of a right shall become effective.
(Effect, etc. of the Exercise of Right of Avoidance)
Article 226 The provisions of Article 89 to Article 98 of the Corporate Reorganization Act shall apply mutatis mutandis to the right of avoidance in Reorganization Proceedings for a Mutual Company. In this case, the term "Article 86, paragraph (3)" in Article 90 and Article 91, paragraph (2) of said Act shall be deemed to be replaced with "Article 223(3) of the Special Treatment Act"; the phrase "Article 86, paragraph (1) or (3) or Article 86-2, paragraph (1)" in Article 91-2, paragraphs (1) and (4) of said Act shall be deemed to be replaced with "Article 223, paragraph (1) or (3) or Article 223-2, paragraph (1) of the Special Treatment Act"; the phrase "any of the persons listed in the items of Article 86-2, paragraph (2)" in paragraph (3) of said Article and Article 93, paragraph (1), item (ii) of said Act shall be deemed to be replaced with "director, accounting advisor (when the accounting advisor is a juridical person, including any member who is supposed to carry out that juridical person's duties), company auditor, executive officer, accounting auditor (when the accounting auditor is a juridical person, including any member who is supposed to carry out that juridical person's duties) or liquidator of the Company under Reorganization"; the term "Article 86-3, paragraph (1)" in Article 92 of said Act shall be deemed to be replaced with "Article 223-3, paragraph (1) of the Special Treatment Act"; the term "Article 39-2, paragraph (1)" in Article 94, paragraph (1) in said Act shall be deemed to be replaced with "Article 194-2, paragraph (1) of the Special Treatment Act"; the term "Article 44, paragraph (2)" in said paragraph and paragraph (3) of said Article shall be deemed to be replaced with "Article 44, paragraph (2) as applied mutatis mutandis pursuant to Article 196 of the Special Treatment Act"; the term "Article 39-2, paragraph (2)" in said paragraph shall be deemed to be replaced with "Article 39-2, paragraph (2) as applied mutatis mutandis pursuant to Article 194-2, paragraph (2) of the Special Treatment Act"; the phrase "the main clause of Article 10, paragraph (3)" in Article 96, paragraph (4) of said Act shall be deemed to be replaced with "the main clause of Article 10, paragraph (3) as applied mutatis mutandis pursuant to Article 175 of the Special Treatment Act"; the phrase "Article 234, item (ii) or (v)" in Article 97, paragraph (6) of said Act shall be deemed to be replaced with "Article 234, item (ii) or (v) as applied mutatis mutandis pursuant to Article 323 of the Special Treatment Act"; and the term "Article 52, paragraph (4)" shall be deemed to be replaced with "Article 52, paragraph (4) as applied mutatis mutandis pursuant to Article 202 of the Special Treatment Act."
Article 227 Deleted
Subsection 5 Pursuing the Liability of Officers, etc. of Company under Reorganization
(Temporary Restraining Order upon Property of Officers, etc.)
Article 228 The provision of Article 99 of the Corporate Reorganization Act shall apply mutatis mutandis to a temporary restraining order in cases where an Order of Commencement of Reorganization Proceedings for a Mutual Company is made. In this case, the phrase "Article 52, paragraph (1), Article 52-2, paragraph (1) or (2), Article 103, paragraph (2), Article 213, paragraph (1), Article 286, paragraph (1) or Article 286-3, paragraph (1) of the Companies Act" in paragraph (1), item (ii) of said Article shall be deemed to be replaced with "Article 52, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 30-14 of the Insurance Business Act"; and the phrase "the main clause of Article 10, paragraph (3)" in paragraph (5) of said Article shall be deemed to be replaced with "the main clause of Article 10, paragraph (3) as applied mutatis mutandis pursuant to Article 175 of the Special Treatment Act."
(Petition, etc. for Assessment of Liability of Officers, etc.)
Article 229 The provisions of Article 100 to Article 103 of the Corporate Reorganization Act shall apply mutatis mutandis to the assessment of right to claim prescribed in the items of Article 99, paragraph (1) of said Act as applied mutatis mutandis pursuant to the preceding Article. In this case, the phrase "the items of paragraph (1) of the preceding Article" in Article 100, paragraph (1) of said Act shall be deemed to be replaced with "the items of paragraph (1) of the preceding Article as applied mutatis mutandis pursuant to Article 228 of the Special Treatment Act"; and the phrase "the main clause of Article 10, paragraph (3)" in Article 101, paragraph (3) of said Act shall be deemed to be replaced with "the main clause of Article 10, paragraph (3) as applied mutatis mutandis pursuant to Article 175 of the Special Treatment Act."
Subsection 6 Request, etc. for Extinguishment of Security Interest
Division 1 Request for Extinguishment of Security Interest
(Order of Permission for Extinguishment of Security Interest, Request for Valuation, etc.)
Article 230 The provisions of Article 104 to Article 112 of the Corporate Reorganization Act shall apply mutatis mutandis to the extinguishment of security interest in Reorganization Proceedings for a Mutual Company. In this case, the phrase "the main clause of Article 10, paragraph (3)" in Article 104, paragraphs (4) and (6), Article 106, paragraph (6) and Article 111, paragraph (5) of said Act shall be deemed to be replaced with "the main clause of Article 10, paragraph (3) as applied mutatis mutandis pursuant to Article 175 of the Special Treatment Act"; the phrase "the first sentence of Article 72, paragraph (4)" in Article 109 and Article 111, paragraph (6) of said Act shall be deemed to be replaced with "the first sentence of Article 72, paragraph (4) as applied mutatis mutandis pursuant to Article 211 of the Special Treatment Act"; and the term "Article 138, paragraph (1)" in paragraph (3) of said Article shall be deemed to be replaced with "Article 138, paragraph (1) as applied mutatis mutandis pursuant to Article 248 of the Special Treatment Act."
Division 2 Statutory Deposit of Pledge on Claim by Third Party Debtor
Article 231 The provision of Article 113 of the Corporate Reorganization Act shall apply mutatis mutandis to a debtor of the monetary claim that is the subject matter of the pledge pertaining to a Secured Reorganization Claim in Reorganization Proceedings for a Mutual Company.
Subsection 7 Meeting of Persons Concerned
Article 232 The provisions of Article 114 to Article 116 of the Corporate Reorganization Act shall apply mutatis mutandis to a meeting of persons concerned in Reorganization Proceedings for a Mutual Company. In this case, the term "Article 117, paragraph (2)" in Article 114, paragraph (1), item (ii) of said Act shall be deemed to be replaced with "Article 233, paragraph (1) of the Special Treatment Act"; the term "Article 117, paragraph (6)" in item (iii) of said paragraph shall be deemed to be replaced with "Article 233, paragraph (2) of the Special Treatment Act"; the phrase "shareholders' committee prescribed in Article 117, paragraph (7)" in item (iv) of said paragraph shall be deemed to be replaced with "members' committee prescribed in Article 233, paragraph (3) of the Special Treatment Act"; the phrase "holds one-tenth or more of the voting rights of all shareholders" in item (vi) of said paragraph shall be deemed to be replaced with "are equivalent in number to one-tenth or more of all members (limited to members who filed proofs set forth in Article 257; hereinafter the same shall apply in this item)"; the term "Article 42, paragraph (2)" in Article 115, paragraph (1) of said Act shall be deemed to be replaced with "Article 42, paragraph (2) as applied mutatis mutandis pursuant to Article 196 of the Special Treatment Act"; and the term "Article 46, paragraph (3), item (iii)" in paragraph (3) of said Article shall be deemed to be replaced with "Article 198, paragraph (3), item (iii) of the Special Treatment Act."
Subsection 8 Reorganization Creditors Committee and Reorganization Creditors' Representatives, etc.
(Reorganization Creditors Committee, etc.)
Article 233 (1) The provision of Article 117, paragraph (1) of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where there is a committee consisting of Reorganization Creditors in Reorganization Proceedings for a Mutual Company, and the provisions of paragraphs (2) to (5) of said Article shall apply mutatis mutandis to the cases where there is a committee approved pursuant to the provision of paragraph (1) of said Article as applied mutatis mutandis pursuant to this paragraph (hereinafter referred to as "Reorganization Creditors Committee" in this Chapter). In this case, the phrase "the first sentence of Article 72(4)" in paragraph (3) of said Article shall be deemed to be replaced with "the first sentence of Article 72, paragraph (4) as applied mutatis mutandis pursuant to Article 211 of the Special Treatment Act."
(2) The provision of Article 117, paragraph (1) of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where there is a committee consisting of Secured Reorganization Creditors in Reorganization Proceedings for a Mutual Company, and the provisions of paragraphs (2) to (5) of said Article shall apply mutatis mutandis to the cases where there is a committee approved pursuant to the provision of paragraph (1) of said Article as applied mutatis mutandis pursuant to this paragraph (hereinafter referred to as "Secured Reorganization Creditors Committee" in this Chapter). In this case, the phrase "the first sentence of Article 72, paragraph (4)" in paragraph (3) of said Article shall be deemed to be replaced with "the first sentence of Article 72, paragraph (4) as applied mutatis mutandis pursuant to Article 211 of the Special Treatment Act."
(3) The provision of Article 117, paragraph (1) of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where there is a committee consisting of members in Reorganization Proceedings for a Mutual Company, and the provisions of paragraphs (2) to (5) of said Article shall apply mutatis mutandis to the cases where there is a committee approved pursuant to the provision of paragraph (1) of said Article as applied mutatis mutandis pursuant to this paragraph (hereinafter referred to as "members' committee" in this Chapter). In this case, the phrase "the first sentence of Article 72, paragraph (4)" in paragraph (3) of said Article shall be deemed to be replaced with "the first sentence of Article 72, paragraph (4) as applied mutatis mutandis pursuant to Article 211 of the Special Treatment Act."
(Hearing of Opinions, etc. of the Reorganization Creditors Committee)
Article 234 The provisions of Article 118 to Article 120 of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where there is a Reorganization Creditors Committee in Reorganization Proceedings for a Mutual Company. In this case, the phrase "the first sentence of Article 72, paragraph (4)" in Article 118, paragraph (1) of said Act shall be deemed to be replaced with "the first sentence of Article 72, paragraph (4) as applied mutatis mutandis pursuant to Article 211 of the Special Treatment Act"; the phrase "Article 83, paragraph (3) or (4) or Article 84" in Article 119, paragraph (1) of said Act shall be deemed to be replaced with "Article 83, paragraph (3) or (4) or Article 84 as applied mutatis mutandis pursuant to Article 221 of the Special Treatment Act"; the term "Article 12, paragraph (1)" in paragraph (2) of said Article shall be deemed to be replaced with "Article 12, paragraph (1) as applied mutatis mutandis pursuant to Article 176 of the Special Treatment Act"; the term "Article 84, paragraph (2)" in Article 120 of said Act shall be deemed to be replaced with "Article 84, paragraph (2) as applied mutatis mutandis pursuant to Article 221 of the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institution."
(Application Mutatis Mutandis to Secured Reorganization Creditors Committee and Members' Committee)
Article 235 The provisions of Article 118 to Article 120 of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where there is a Secured Reorganization Creditors Committee or members' committee in Reorganization Proceedings for a Mutual Company. In this case, the phrase "the first sentence of Article 72, paragraph (4)" in Article 118, paragraph (1) of said Act shall be deemed to be replaced with "the first sentence of Article 72, paragraph (4) as applied mutatis mutandis pursuant to Article 211 of the Special Treatment Act"; the phrase "Article 83, paragraph (3) or (4) or Article 84" in Article 119, paragraph (1) of said Act shall be deemed to be replaced with "Article 83, paragraph (3) or (4) or Article 84 as applied mutatis mutandis pursuant to Article 221 of the Special Treatment Act"; the term "Article 12, paragraph (1)" in paragraph (2) of said Article shall be deemed to be replaced with "Article 12, paragraph (1) as applied mutatis mutandis pursuant to Article 176 of the Special Treatment Act"; and the term "Article 84, paragraph (2)" in Article 120 of said Act shall be deemed to be replaced with "Article 84, paragraph (2) as applied mutatis mutandis pursuant to Article 221 of the Special Treatment Act."
(Reorganization Creditors' Representative)
Article 236 The provisions of Article 122 and Article 123 of the Corporate Reorganization Act shall apply mutatis mutandis to the appointment of a Reorganization Creditors' representative in Reorganization Proceedings for a Mutual Company.
(Compensation, etc.)
Article 237 The provision of Article 124 of the Corporate Reorganization Act shall apply mutatis mutandis to the reimbursement of expenses and payment of compensation in Reorganization Proceedings for a Mutual Company.
Subsection 9 Examination Order
(Examination Order)
Article 238 (1) After the commencement of Reorganization Proceedings, the Court, when it finds it necessary, upon the petition of an interested person or by its own authority, may make a disposition to order an examination or a statement of opinion by an examiner directed to some or all of the following matters:
(i) Whether or not there are circumstances that require a temporary restraining order under the provision of Article 99, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 228 or Ruling Evaluating Subject Officers' Liability prescribed in Article 100, paragraph (1) of said Act as applied mutatis mutandis pursuant to Article 229 and the necessity of such order or ruling;
(ii) Whether or not the balance sheet and inventory of assets prepared by the trustee are appropriate, and whether or not the trustee's report on the status of the administration of the business and property of the Company under Reorganization and any other matters ordered by the Court are appropriate;
(iii) Whether or not the proposed Reorganization Plan or Reorganization Plan is appropriate; and
(iv) Any other matters requiring an examination or a statement of opinion by the examiner relating to the Reorganization Case.
(2) The Court, when making the disposition set forth in the preceding paragraph (hereinafter referred to as an "Examination Order" in this Chapter), in the Examination Order, shall appoint one or more examiners and specify the matters that should be subject to an examination or a statement of opinion by the examiner(s) and the period during which they should make the report or statement to the Court.
(3) The provisions of Article 125, paragraphs (3) to (6) of the Corporate Reorganization Act shall apply mutatis mutandis to an Examination Order in Reorganization Proceedings for a Mutual Company. In this case, the phrase "the main clause of Article 10, paragraph (3)" in said paragraph shall be deemed to be replaced with "the main clause of Article 10, paragraph (3) as applied mutatis mutandis pursuant to Article 175 of the Special Treatment Act."
(Application Mutatis Mutandis of the Provisions on Trustee to Examiner)
Article 239 The provisions of Article 219, paragraphs (1) to (4) and the provisions of Article 67, paragraph (2), Article 68, the main clause of Article 69, paragraph (1), Article 77 and Article 80 of the Corporate Reorganization Act shall apply mutatis mutandis to an examiner in Reorganization Proceedings for a Mutual Company. In this case, the phrase "subsidiary (meaning subsidiary prescribed in Article 2, item (iii) of the Companies Act" in Article 77, paragraph (2) of said Act shall be deemed to be replaced with "de facto subsidiary (meaning de facto subsidiary prescribed in Article 33-2, paragraph (1) of the Insurance Business Act)."
Section 4 Common Benefit Claims and Post Commencement Claims
Subsection 1 Common Benefit Claims
(Rights to Claim in the Scope of Common Benefit Claims)
Article 240 The following rights to claim shall be common benefit claims:
(i) Right to claim expenses for court proceedings for the common interest of Reorganization Creditor, etc. and member;
(ii) Right to claim expenses for the management of the business and the administration and disposition of the property of a Company under Reorganization after the commencement of Reorganization Proceedings;
(iii) Right to claim expenses for the execution of a Reorganization Plan (excluding one arising after the close of Reorganization Proceedings);
(iv) Right to claim expenses, remuneration and compensation payable under the provisions of Article 219, paragraph (1) (including the cases where applied mutatis mutandis pursuant to Article 189, paragraph (1), Article 193, Article 219, paragraph (5) and the preceding Article), the provision of Article 117, paragraph (4) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 233, the provision of Article 123, paragraph (5) of said Act as applied mutatis mutandis pursuant to Article 236, the provision of Article 124, paragraph (1) of said Act as applied mutatis mutandis pursuant to Article 237, and the provision of Article 162 of said Act as applied mutatis mutandis pursuant to Article 255;
(v) Right to claim arising from the borrowing of funds or any other act conducted by the trustee or Company under Reorganization (limited to cases where authorities of the Company under Reorganization pursuant to the provision of the first sentence of Article 72, paragraph (4) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 211 restored its powers) with respect to the business and property of the Company under Reorganization;
(vi) Right to claim arising against the Company under Reorganization after the commencement of Reorganization Proceedings from management without mandate or unjust enrichment; and
(vii) Right to claim unavoidable expenses that should be paid for the interest of the Company under Reorganization, which has arisen after the commencement of Reorganization Proceedings (excluding those listed in the preceding items).
(Borrowings, etc. Prior to Commencement)
Article 241 (1) A right to claim arising from the borrowing of funds or any other act conducted by a provisional administrator as empowered with respect to the business and property of a Pre-commencement Company shall be a common benefit claim.
(2) Where a Pre-commencement Company (excluding one for which a provisional administrator is appointed; hereinafter the same shall apply in this paragraph and paragraph (4)), after a petition for commencement of Reorganization Proceedings is filed and before Reorganization Proceedings are commenced, borrows funds or conducts any other act indispensable for the continuation of business of the Pre-commencement Company, the Court may grant permission to the effect that the other party's right to claim arising from such act shall be a common benefit claim.
(3) The Court may empower a supervisor to give approval in lieu of the permission set forth in the preceding paragraph.
(4) When a Pre-commencement Company has conducted any of the acts prescribed in paragraph (2) with the permission set forth in paragraph (2) or approval set forth in the preceding paragraph, the other party's right to claim arising from such act shall be a common benefit claim.
(Income Tax, etc. Withheld at Source)
Article 242 A right to claim income tax, consumption tax, liquor tax, tobacco tax, gasoline tax, local gasoline tax, liquefied petroleum gas tax, petroleum and coal tax and local consumption tax withheld at source, prefectural tobacco tax (including tobacco tax imposed by the Tokyo metropolitan government) and municipal tobacco tax (including tobacco tax imposed in special wards) collected by method of self-assessment and payment, and local tax that should be collected and paid by a person under obligation of special collection, arising from a cause that has occurred prior to the commencement of Reorganization Proceedings against a Company under Reorganization, for which, by the time of the commencement of Reorganization Proceedings, the due date of payment has not yet arrived shall be a common benefit claim.
(Salaries for Employees, etc.)
Article 243 (1) Where an Order of Commencement of Reorganization Proceedings for a Mutual Company is made, a right to claim salaries for employees of said Mutual Company for six months preceding the commencement of Reorganization Proceedings and a right to claim the refund of the fidelity guarantee deposit of employees of said Mutual Company arising from a cause that has occurred prior to the commencement of Reorganization Proceedings shall be a common benefit claim.
(2) In the case prescribed in the preceding paragraph, a right to claim the retirement allowance of an employee of said Mutual Company who has retired prior to the order of confirmation of the Reorganization Plan shall be a common benefit claim for an amount equivalent to the total amount of the employee's salary for the six months preceding retirement or for an amount equivalent to one-third of the amount of the retirement allowance, whichever is larger.
(3) Notwithstanding the provision of said paragraph, the right to claim retirement allowance set forth in the preceding paragraph which is a claim for periodic payments shall be a common benefit claim for an amount equivalent to one-third of the amount of the periodic payments in each period.
(4) The preceding two paragraphs shall not apply to the right to claim retirement allowance deemed as a common benefit claim pursuant to the provision of Article 240.
(5) In the case prescribed in paragraph (1), a right to claim the return of a deposit of an employee of said Mutual Company arising from a cause that has occurred prior to the commencement of Reorganization Proceedings shall be a common benefit claim for an amount equivalent to the total amount of the employee's salary for six months preceding the commencement of Reorganization Proceedings or for an amount equivalent to one-third of the amount of the deposit, whichever is larger.
(Expenses and Remuneration of Bond Administrator, etc.)
Article 244 The provision of Article 131 of the Corporate Reorganization Act shall apply mutatis mutandis to a bond administrator, etc. prescribed in Article 43, paragraph (1), item (v) of said Act as applied mutatis mutandis pursuant to Article 196.
(Treatment of Common Benefit Claims)
Article 245 The provisions of Article 132 and Article 133 of the Corporate Reorganization Act shall apply mutatis mutandis to the treatment of a common benefit claim in Reorganization Proceedings for a Mutual Company. In this case, the phrase "the first sentence of Article 72, paragraph (4)" in Article 132, paragraph (3) of said Act shall be deemed to be replaced with "the first sentence of Article 72, paragraph (4) as applied mutatis mutandis pursuant to Article 211 of the Special Treatment Act."
Subsection 2 Post Commencement Claims
Article 246 (1) A right to claim property arising from a cause that has occurred after the commencement of rehabilitation proceedings (excluding one that is a common benefit claim or Reorganization Claim, etc.) shall be a post commencement claim.
(2) The provisions of Article 134, paragraphs (2) and (3) of the Corporate Reorganization Act shall apply mutatis mutandis to a post commencement claim in Reorganization Proceedings for a Mutual Company.
Section 5 Reorganization Creditors and Secured Reorganization Creditors
Subsection 1 Participation of Reorganization Creditors and Secured Reorganization Creditors in Proceedings
Article 247 (1) The provisions of Article 135, paragraph (1), Article 136 and Article 137 of the Corporate Reorganization Act shall apply mutatis mutandis to, in Reorganization Proceedings for a Mutual Company, the participation of Reorganization Creditor, etc. in Reorganization Proceedings. In this case, the term "Article 142, item (ii)" in Article 136, paragraph (2), item (v) of said Act shall be deemed to be replaced with "Article 251, item (ii) of the Special Treatment Act."
(2) The provisions of Article 104 and Article 105 of the Bankruptcy Act shall apply mutatis mutandis to the exercise of rights by a Reorganization Creditor, etc. in cases where Reorganization Proceedings for a Mutual Company are commenced. In this case, the phrase "commencement of bankruptcy proceedings" in Article 104 and Article 105 of said Act shall be deemed to be replaced with "commencement of Reorganization Proceedings (meaning Reorganization Proceedings prescribed in Article 169, paragraph (1) of the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions)"; the phrase "in bankruptcy proceedings " in Article 104, paragraphs (1), (3) and (4) and Article 105 of said Act shall be deemed to be replaced with "in Reorganization Proceedings (meaning Reorganization Proceedings prescribed in Article 169, paragraph (1) of the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions)"; the term "the bankrupt" in the provisions of Article 104, paragraphs (3) to (5) of said Act shall be deemed to be replaced with "Company under Reorganization (meaning Company under Reorganization prescribed in Article 169, paragraph (7) of the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions)"; and the term "bankruptcy creditor" in paragraph (4) of said Article shall be deemed to be replaced with "Reorganization Creditor, etc. (meaning Reorganization Creditor, etc. prescribed in Article 169, paragraph (13) of the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions)."
(3) Notwithstanding the provisions of Article 135, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to paragraph (1), in order to participate in Reorganization Proceedings by reason of a claim for a Foreign Tax Subject to Mutual Assistance, a Decision of Implementation of Mutual Assistance shall be required.
(4) Notwithstanding the provision of Article 136, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to paragraph (1), where a Company under Reorganization, at the time of the commencement of Reorganization Proceedings, is unable to pay its debts in full with its property with regard to claims that take preference over Reorganization Claims on the funds, the contributor to said funds shall not have any voting rights.
Subsection 2 Filing of Proofs of Reorganization Claims and Secured Reorganization Claims
(Filing of Proofs of Reorganization Claims, etc.)
Article 248 The provisions of Article 138 and Article 139 of the Corporate Reorganization Act shall apply mutatis mutandis to the filing of proofs of Reorganization Claims, etc. in Reorganization Proceedings for a Mutual Company. In this case, the term "Article 42, paragraph (1)" in Article 138, paragraph (1) of said Act shall be deemed to be replaced with "Article 42, paragraph (1) as applied mutatis mutandis pursuant to Article 196 of the Special Treatment Act"; the term "grounds" in item (i) of said paragraph shall be deemed to be replaced with "grounds (in cases where the Reorganization Claim is a claim pertaining to an insurance contract, if it is arranged that the policyholder of said insurance contract shall be a member, including a statement to that effect)"; and the phrase "or consensually-subordinated Reorganization Claims" in item (ii) of said paragraph shall be deemed to be replaced with ", consensually-subordinated Reorganization Claims or Reorganization Claims on the funds."
(Special Provisions on Filing of Proofs of Right to Claim Retirement Allowance)
Article 249 The provisions of Article 140, paragraphs (1) and (2) of the Corporate Reorganization Act shall apply mutatis mutandis to the right to claim the retirement allowance of any director, accounting advisor, company auditor, representative director, executive officer, representative executive officer, liquidator, representative liquidator or employee of a Company under Reorganization in the Reorganization Proceedings for a Mutual Company. In this case, the term "Article 138, paragraph (1)" in said paragraph shall be deemed to be replaced with "Article 138, paragraph (1) as applied mutatis mutandis pursuant to Article 248 of the Special Treatment Act."
(Change of Name of Holder of Filed Claim)
Article 250 The provision of Article 141 of the Corporate Reorganization Act shall apply mutatis mutandis to a person who has acquired a filed Reorganization Claim, etc. (in cases where the Reorganization Claim is a claim pertaining to an insurance contract, including the membership right pertaining to said insurance contract) in Reorganization Proceedings for a Mutual Company. In this case, the term "Article 138, paragraph (1)" in said Article shall be deemed to be replaced with "Article 138, paragraph (1) as applied mutatis mutandis pursuant to Article 248 of the Special Treatment Act."
(Filing of Proofs of Right to Claim Tax, etc.)
Article 251 A person who holds the following rights to claim shall file a proof to the Court, without delay, with regard to the amount and cause of such right to claim, the content of any security interest, and if the claim in question is a claim for a Foreign Tax Subject to Mutual Assistance, a statement to that effect:
(i) Right to Claim Tax, etc.; and
(ii) Right to claim fines, etc. arising prior to the commencement of Reorganization Proceedings (meaning the right to claim a fine, petty fine, court costs for a criminal case, collection of equivalent value or non-penal fine arising prior to the commencement of Reorganization Proceedings that does not fall under the category of a common benefit claim).
Article 252 Deleted
Subsection 3 Investigation and Determination of Reorganization Claims and Secured Reorganization Claims
Division 1 Investigation of Reorganization Claims and Secured Reorganization Claims
(Preparation, etc. of Schedule of Reorganization Creditors and Schedule of Secured Reorganization Creditors)
Article 253 (1) A court clerk shall prepare a schedule of Reorganization Creditors and a schedule of Secured Reorganization Creditors with regard to filed Reorganization Claims, etc.
(2) In the schedule of Reorganization Creditors set forth in the preceding paragraph, for each Reorganization Claim, the matters listed in Article 138, paragraph (1), items (i) to (iii) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 248, and any other matters specified by the Rules of the Supreme Court shall be entered.
(3) In the schedule of Secured Reorganization Creditors set forth in paragraph (1), for each Secured Reorganization Claim, the matters listed in Article 138, paragraph (2), items (i) to (iii) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 248, and any other matters specified by the Rules of the Supreme Court shall be entered.
(4) If there are any errors in the entries in the schedule of Reorganization Creditors or schedule of Secured Reorganization Creditors, a court clerk, upon petition or by his/her own authority, may make a disposition to correct the statements at any time.
(Investigation of Reorganization Claims, etc.)
Article 254 The provisions of Article 145 to Article 150 of the Corporate Reorganization Act shall apply mutatis mutandis to an investigation of a Reorganization Claim, etc. (in cases where the Reorganization Claim is a claim pertaining to an insurance contract, including the membership right pertaining to said insurance contract) in Reorganization Proceedings for a Mutual Company. In this case, the phrase "paragraphs (2) and (3) of the preceding Article" in Article 145 of said Act shall be deemed to be replaced with "Article 253, paragraphs (2) and (3) of the Special Treatment Act)"; the term "Article 138, paragraph (1)" in Article 146, paragraph (1) and Article 147, paragraph (3) of said Act shall be deemed to be replaced with "Article 138, paragraph (1) as applied mutatis mutandis pursuant to Article 248 of the Special Treatment Act"; the phrase "or consensually-subordinated Reorganization Claims" in Article 146, paragraph (1), item (i) of said Act shall be deemed to be replaced with ", consensually-subordinated Reorganization Claims and Reorganization Claims on the funds"; the phrase " the amount of voting rights" shall be deemed to be replaced with "the amount of voting rights and in cases where the Reorganization Claim is a claim pertaining to an insurance contract (limited to cases where a notification to the effect that the policyholder of said insurance contract is a member has been made), membership rights and the voting rights"; the phrase "Article 139, paragraph (1) or (3)" in paragraph (2) of said Article and Article 148, paragraph (1) of said Act shall be deemed to be replaced with "Article 139, paragraph (1) or (3) as applied mutatis mutandis pursuant to Article 248 of the Special Treatment Act"; the term "Article 42, paragraph (1)" in Article 146, paragraph (3) of said Act shall be deemed to be replaced with "Article 42, paragraph (1) as applied mutatis mutandis pursuant to Article 196 of the Special Treatment Act"; the phrase "Article 140, paragraph (2) (including the cases where applied mutatis mutandis pursuant to paragraph (3) of said Article)" in Article 149, paragraph (1) of said Act shall be deemed to be replaced with "Article 140, paragraph (2) as applied mutatis mutandis pursuant to Article 249 of the Special Treatment Act"; and the term "Article 139, paragraph (5)" shall be deemed to be replaced with "Article 139, paragraph (5) as applied mutatis mutandis pursuant to Article 248 of the Special Treatment Act."
Division 2 Court Decision Proceedings for Determination of Reorganization Claims and Secured Reorganization Claims
(Assessment Order, etc. for Reorganization Claims, etc.)
Article 255 The provisions of Article 151 to Article 163 of the Corporate Reorganization Act shall apply mutatis mutandis to the determination of a Reorganization Claim, etc. (in cases where the Reorganization Claim is a claim pertaining to an insurance contract, including the membership right pertaining to said insurance contract) in Reorganization Proceedings for a Mutual Company. In this case, the phrase "or consensually-subordinated Reorganization Claims" in Article 151, paragraph (1), items (i) and (iii) and Article 156, paragraph (1) of said Act shall be deemed to be replaced with ", consensually-subordinated Reorganization Claims or Reorganization Claims on the funds; the phrase "the first sentence of Article 149, paragraph (3)" in Article 151, paragraph (1) of said Act shall be deemed to be replaced with "the first sentence of Article 149, paragraph (3) as applied mutatis mutandis pursuant to Article 254 of the Special Treatment Act"; the term "Article 149, paragraph (4)" in paragraph (2) of said Article and Article 158, paragraph (3) shall be deemed to be replaced with "Article 149, paragraph (4) as applied mutatis mutandis pursuant to Article 254 of the Special Treatment Act; the phrase "the main clause of Article 10, paragraph (3)" in Article 151, paragraph (5) and Article 154, paragraph (4) of said Act shall be deemed to be replaced with "the main clause of Article 10, paragraph (3) as applied mutatis mutandis pursuant to Article 175 of the Special Treatment Act"; the term "Article 5, paragraph (6)" in Article 152, paragraph (3) of said Act shall be deemed to be replaced with "Article 5, paragraph (6) as applied mutatis mutandis pursuant to Article 172 of the Special Treatment Act"; the term "Article 7, item (iii)" shall be deemed to be replaced with "Article 7(iii) as applied mutatis mutandis pursuant to Article 173 of the Special Treatment Act"; the term "Article 5, paragraph (1)" shall be deemed to be replaced with "Article 5, paragraph (1) as applied mutatis mutandis pursuant to Article 172 of the Special Treatment Act"; the term "Article 138, paragraph (2), item (ii)" in Article 154, paragraph (5), item (i) of said Act shall be deemed to be replaced with "Article 138, paragraph (2), item (ii) as applied mutatis mutandis pursuant to Article 248 of the Special Treatment Act"; the phrase "Article 138, paragraph (1), items (i) and (ii) and paragraph (2), items (i) and (ii)" in Article 157 of said Act shall be deemed to be replaced with "Article 138, paragraph (1), items (i) and (ii) and paragraph (2), items (i) and (ii) as applied mutatis mutandis pursuant to Article 248 of the Special Treatment Act"; the phrase "Article 147, paragraph (1) or Article 148, paragraph (4)" in Article 158, paragraph (4) of said Act shall be deemed to be replaced with "Article 147, paragraph (1) or Article 148, paragraph (4) as applied mutatis mutandis pursuant to Article 254 of the Special Treatment Act"; and the term "Article 52, paragraph (4)" in Article 163, paragraph (5) of said Act shall be deemed to be replaced with "Article 52, paragraph (4) as applied mutatis mutandis pursuant to Article 202 of the Special Treatment Act."
Division 3 Special Provisions on Right to Claim Tax, etc.
Article 256 (1) The provisions of Article 164, paragraphs (1) to (4) of the Corporate Reorganization Act shall apply mutatis mutandis to the Right to Claim Tax, etc. in Reorganization Proceedings for a Mutual Company and the right to claim fines, etc. arising prior to the commencement of Reorganization Proceedings prescribed in Article 251, item (ii). In this case, the phrase "the preceding two subsections (excluding Article 144)" in Article 164, paragraph (1) of said Act shall be deemed to be replaced with "Chapter III, Section 5, Subsection 3, Division 1 and Division 2 of the Special Treatment Act (excluding Article 253 of the Special Treatment Act)"; and the term "Article 142" in paragraph (2) of said Article shall be deemed to be replaced with "Article 251 of the Special Treatment Act."
(2) The provision of Article 150, paragraph (2) of the Corporate Reorganization Act shall apply mutatis mutandis to a filed right to claim under the provision of Article 251, and the provisions of Article 157, Article 160 and Article 161, paragraph (1) of said Act shall apply mutatis mutandis to the cases where an objection is made under the provision of Article 164, paragraph (2) of said Act as applied mutatis mutandis pursuant to the preceding paragraph or an action is taken over under the provision of paragraph (3) of said Article. In this case, the phrase "Article 138, paragraph (1), items (i) and (ii) and paragraph (2), items (i) and (ii)" in Article 157 of said Act shall be deemed to be replaced with "Article 138, paragraph (1), items (i) and (ii) and paragraph (2), items (i) and (ii) as applied mutatis mutandis pursuant to Article 248 of the Special Treatment Act."
Section 6 Members
(Member's Participation in the Proceedings)
Article 257 A member who filed proofs of claims pertaining to an insurance contract (limited to cases where a notification of the fact that said insurance contract specifies members as policyholders has been made) may participate in the reorganization proceedings by reason of their membership rights.
(Member's Voting Rights)
Article 258 (1) Each member has one voting right.
(2) Notwithstanding the provision of the preceding paragraph, when a Company under Reorganization finds it impossible to pay its debts in full with its property at the time of the commencement of reorganization proceedings, its members shall not have any voting rights.
Section 7 Preparation and Confirmation of Reorganization Plan
Subsection 1 Clauses of Reorganization Plan
(Matters to be Specified in Reorganization Plan)
Article 259 (1) A Reorganization Plan shall specify clauses on the following matters:
(i) Modification of some or all of the rights of Reorganization Creditor, etc. or members;
(ii) Director, accounting advisor, company auditor, executive officer, accounting auditor and liquidator of a Company under Reorganization;
(iii) Payment of common benefit claims;
(iv) Method of raising funds to pay debt;
(v) Use of earnings exceeding the amount expected in the Reorganization Plan;
(vi) Amount or estimated amount and use of money set forth in sub-items (a) and (b) below:
(a) Amount or estimated amount of money to be allocated for distribution, etc. in the proceedings or disposition prescribed in the main clause of Article 51, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 201; and
(b) Amount of money paid to the Court pursuant to the provision of Article 108, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 230 (in the case of Article 112, paragraph (2) of said Act as applied mutatis mutandis pursuant to Article 230, the total of the amount of money paid to the Court pursuant to the provision of said paragraph and the amount specified in the order set forth in Article 111, paragraph (1) of said Act as applied mutatis mutandis pursuant to Article 230)
(vii) The content of known post commencement claims, if there is any.
(2) In addition to what is provided for in the first sentence of Article 72, paragraph (4) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 211, the Reorganization Plan may specify clauses on any of the acts listed in the items of Article 197, paragraph (1), amendment of the articles of incorporation, business assignment, etc. (meaning the acts set forth in Article 62-2, paragraph (1), items (i) to (iii) of the Insurance Business Act; hereinafter the same shall apply in Article 262, item (iv) and Article 301-2), entrustment of business and property administration (meaning entrustment of business and property administration prescribed in Article 144, paragraph (1) of the Insurance Business Act; hereinafter the same shall apply in this Chapter and Section 2 of next Chapter), the establishment of a Mutual Company or Stock Company and any other matters required for reorganization.
(Modification of Rights based on Reorganization Plan)
Article 260 (1) The content of a Reorganization Plan for persons who have the following types of rights shall be equal among persons who have the same type of rights; provided, however, that this shall not apply where any person who will suffer detriment has given consent or where equity will not be undermined even if the Plan otherwise provides for a small Reorganization Claim, etc. or any of the rights to claim listed in Article 136, paragraph (2), items (i) to (iii) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 247, paragraph (1) or any other difference in treatment of persons who have the same type of rights:
(i) Secured Reorganization Claims;
(ii) Reorganization Claims for which a general statutory lien or any other general priority exists;
(iii) Reorganization Claims other than those listed in the preceding item, the following item and item (v);
(iv) Consensually-subordinated Reorganization Claims;
(v) Reorganization Claims on the funds; and
(vi) Membership rights
(2) Where a priority exists with regard to the amount of a Reorganization Claim set forth in item (ii) of the preceding paragraph arising for a specific period of time, such period shall be calculated from the time of the commencement of Reorganization Proceedings.
(3) The provisions of Article 168, paragraphs (3) to (7) and Article 169 to Article 172 of the Corporate Reorganization Act shall apply mutatis mutandis to a Reorganization Plan in Reorganization Proceedings for a Mutual Company. In this case, the phrase "the items of paragraph (1)" in Article 168, paragraph (3) of said Act shall be deemed to be replaced with "the items of Article 260, paragraph (1) of the Special Treatment Act"; the term "Article 142, item (ii)" in paragraphs (4) and (7) of said Article shall be deemed to be replaced with "Article 251, item (ii) of the Special Treatment Act"; and the phrase "the main clause of Article 151, paragraph (1)" in Article 172 of said Act shall be deemed to be replaced with "the main clause of Article 151, paragraph (1) as applied mutatis mutandis pursuant to Article 255 of the Special Treatment Act."
(Directors, etc. of Company under Reorganization)
Article 261 (1) The matters set forth in the following items shall be specified in the respective clauses set forth therein.
(i) Clause on director of a Company under Reorganization (excluding those set forth in the following item and item (iii)): The name or method of appointment or selection and term of office of the director and representative director
(ii) Clause on director of a Company under Reorganization in cases where the Company under Reorganization becomes a Company with Supervisory Committe (meaning a Company with Supervisory Committe prescribed in Article 4, paragraph (1), item (iii) of the Insurance Business Act; hereinafter the same shall apply in this Chapter) at the time when an order of confirmation of the Reorganization Plan is made: The names or methods of appointment or selection and terms of office of the director who is a Supervisory Committee Member (meaning a Supervisory Committee Member prescribed in Article 2, paragraph (19) of said Act; hereinafter the same shall apply in this Chapter), the director who is not a Supervisory Committee Member, and the representative director
(iii) Clause on director of a Company under Reorganization in cases where the Company under Reorganization becomes a Company with Nominating Committee, etc. (meaning a Company with Nominating Committee, etc. prescribed in Article 4, paragraph (1), item (iii) of the Insurance Business Act; hereinafter the same shall apply in this Chapter) at the time when an order of confirmation of the Reorganization Plan is made: The name or method of appointment or selection and term of office of the director and committee members of each committee (meaning each committee prescribed in Article 53-24, paragraph (1) of said Act; hereinafter the same shall apply in this Chapter)
(iv) Clause on accounting advisor of a Company under Reorganization in cases where the Company under Reorganization becomes a company with accounting advisors (meaning company with accounting advisors prescribed in Article 8-2, paragraph (1), item (ii) of the Insurance Business Act; hereinafter the same shall apply in this Chapter) at the time when an order of confirmation of the Reorganization Plan is made: The name or method of appointment and term of office of the accounting advisor
(v) Clause on company auditor of a Company under Reorganization in cases where the Company under Reorganization becomes a company with company auditors (meaning company with company auditors prescribed in Article 30-11, paragraph (1) of the Insurance Business Act; hereinafter the same shall apply in this Chapter) at the time when an order of confirmation of the Reorganization Plan is made: The name or method of appointment and term of office of the company auditor
(vi) Clause on accounting auditor of a Company under Reorganization in cases where the Company under Reorganization becomes a company with accounting auditors (meaning company with accounting auditors prescribed in Article 53-22, paragraph (3) of the Insurance Business Act; hereinafter the same shall apply in this Chapter) at the time when an order of confirmation of the Reorganization Plan is made: The name or method of appointment and term of office of the accounting auditor
(vii) Clause on executive officer of a Company under Reorganization in cases where the Company under Reorganization becomes a Company with Nominating Committee, etc. at the time when an order of confirmation of the Reorganization Plan is made: The name or method of appointment or selection and term of office of the executive officer and representative executive officer
(2) Where a Company under Reorganization becomes a Liquidation Mutual Company (meaning Liquidation Mutual Company prescribed in Article 180-2 of the Insurance Business Act) at the time when an order of confirmation of the Reorganization Plan is made, the matters set forth in the following items shall be specified in the respective clauses set forth therein.
(i) Clause on liquidator of a Company under Reorganization (excluding those set forth in the following items): The name or method of appointment and term of office of the liquidator
(ii) Clause on liquidator of a Company under Reorganization in cases where the Company under Reorganization designates a representative liquidator at the time when an order of confirmation of the Reorganization Plan: The name or method of appointment or selection and term of office of the liquidator and representative liquidator
(iii) Clause on company auditor of a Company under Reorganization: The name or method of appointment and term of office of the company auditor
(Distribution of Surplus, etc.)
Article 262 In the clauses on the following acts, matters that require a resolution of a general meeting of members (or general meeting if such a meeting is held) or any other order of authorities of the Mutual Company if such acts are to be performed in cases where Reorganization Proceedings are not conducted shall be specified:
(i) Distribution of surplus;
(ii) Reduction of the reserve for redemption of funds;
(iii) Amendment of the articles of incorporation;
(iv) Business assignment, etc.;
(v) Transfer of insurance contracts or receipt of transfer of insurance contracts; and
(vi) Entrustment of business and property administration.
(Solicitation of Additional Funds)
Article 263 The following matters shall be specified in the clauses on the solicitation of additional funds:
(i) The matters listed in Article 60-2, paragraph (1), items (ii) and (iii) of the Insurance Business Act
(ii) Where the whole or part of the right of a Reorganization Creditor, etc. or member is extinguished as provided for in the Reorganization Plan pursuant to the provision of Article 205, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 296, if it is arranged that, when such person makes an offer set forth in Article 60-2, paragraph (2) of the Insurance Business Act, all or part of the amount of the contribution to the funds shall be deemed to have been paid in, a statement to that effect
(iii) Where the right to receive the allotment of the contribution to the funds of the Company under Reorganization is to be granted to a Reorganization Creditor, etc. or member subject to an offer set forth in Article 60-2, paragraph (2) of the Insurance Business Act, a statement to that effect and the date on which said offer of contribution to the funds is made
(iv) In the case prescribed in the preceding item, matters concerning the allotment of the contribution to the funds to a Reorganization Creditor, etc. or member
(Solicitation of Subscribers for Bonds for Subscription)
Article 264 The following matters shall be specified in the clauses on the solicitation of subscribers for Bonds for subscription:
(i) The matters listed in the items of Article 61 of the Insurance Business Act
(ii) When the Bonds for subscription are secured bonds, the content of the security interest and the trade name of the entrusted company of the trust contract prescribed in Article 2, paragraph (1) of the Secured Bond Trust Act (Act No. 52 of 1905)
(iii) Where the whole or part of the right of a Reorganization Creditor, etc. or member is extinguished as provided for in the Reorganization Plan pursuant to the provision of Article 205, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 296, if it is arranged that, when such person makes an offer set forth in Article 61-2, paragraph (2) of the Insurance Business Act, all or part of the amount to be paid in for Bonds for subscription shall be deemed to have been paid in, a statement to that effect
(iv) Where the right to receive the allotment of Bonds for subscription of a Company under Reorganization is to be granted to a Reorganization Creditor, etc. or member subject to an offer set forth in Article 61-2, paragraph (2) of the Insurance Business Act, a statement to that effect and the date on which offer of subscription for said Bonds for subscription is made
(v) In the case prescribed in the preceding item, matters concerning the allotment of Bonds for subscription to a Reorganization Creditor, etc. or member
(Allotment of Contribution to Funds, etc. in Exchange for Extinguishment of Right of Reorganization Creditor, etc. or Member)
Article 265 (1) The following matters shall be specified in the clauses on the allotment of contribution to the funds in exchange for the extinguishment of the whole or part of the right of a Reorganization Creditor, etc. or member:
(i) Amount of the additional funds to be solicited;
(ii) The right held by the Reorganization Creditor, etc. or member and the method of redemption of the funds; and
(iii) Matters concerning the allotment of the funds to the Reorganization Creditor, etc. or member.
(2) The following matters shall be specified in the clauses on the issuance of bonds in exchange for the extinguishment of the whole or part of the right of a Reorganization Creditor, etc. or member:
(i) The total amount of bonds to be issued;
(ii) The amount of each bond to be issued;
(iii) Interest rate on the bonds to be issued;
(iv) The method and due date of redemption of the bonds to be issued;
(v) Matters listed in Article 61, items (v) to (viii) and (xii) of the Insurance Business Act;
(vi) When the bonds to be issued are secured bonds, the content of the security interest and the trade name of the entrusted company of the trust contract prescribed in Article 2, paragraph (1) of the Secured Bond Trust Act; and
(vii) Matters concerning the allotment of bonds to be issued to a Reorganization Creditor, etc. or member.
(Entity Conversion)
Article 266 (1) The following matters shall be specified in the clauses on entity conversion:
(i) Matters that should be specified in the entity conversion plan (excluding matters listed in Article 86, paragraph (4), items (iii) and (iv) of the Insurance Business Act and matters listed in item (1) of the next Article and Article 268, item(i))
(ii) The name or method of appointment and term of office of the director of the Converted Stock Company, and, in cases where the Converted Stock Company is a Company with Supervisory Committee, whether or not such director is a Supervisory Committee Member
(iii) Matters set forth in sub-items (a) to (e) below for the cases listed in sub-items (a) to (e), respectively
(a) In cases where the Converted Stock Company is a company with accounting advisors, the name or method of appointment and term of office of the accounting advisor
(b) In cases where the Converted Stock Company is a company with company auditors, the name or method of appointment or selection and term of office of the representative director and company auditor
(c) In cases where the Converted Stock Company is a company with accounting auditors, the name or method of appointment and term of office of the accounting auditor
(d) In cases where the Converted Stock Company is a Company with Supervisory Committee, the name or method of appointment and term of office of the representative director
(e) In cases where the Converted Stock Company is a Company with Supervisory Committee, the name or method of appointment or selection and term of office of the committee members of each committee, executive officer and representative executive officer
(iv) When a Converted Stock Company delivers Shares, etc. (meaning shares or money; hereinafter the same shall apply in this Chapter) to Reorganization Creditor, etc., at the time of the entity conversion, the following matters concerning said Shares, etc.:
(a) When said Shares, etc. are the shares of the Converted Stock Company, the number of said shares (in the case of a company with class shares, the classes of shares and the number of shares for each class) or the method of calculating such number, and matters concerning the amount of the stated capital and reserve funds of the Converted Stock Company; and
(b) When the Shares, etc. are money, the amount of said money or the method of calculating such amount.
(v) In the case prescribed in the preceding item, matters concerning the allotment of Shares, etc. set forth in said item to the Reorganization Creditor, etc.
(vi) Where the whole or part of the right of a Reorganization Creditor, etc. or member is extinguished as provided for in the Reorganization Plan pursuant to the provision of Article 205, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 296, if it is arranged that, when such person makes an offer set forth in Article 93, paragraph (2) of the Insurance Business Act, all or part of the amount to be paid in for Shares Issued on Entity Conversion (meaning Shares Issued on Entity Conversion prescribed in Article 92, item (i) of said Act; hereinafter the same shall apply in this Chapter) of the Converted Stock Company shall be deemed to have been paid in, a statement to that effect
(vii) Where the right to receive the allotment of Shares Issued on Entity Conversion of the Converted Stock Company is to be granted to a Reorganization Creditor, etc. or member subject to an offer set forth in Article 93, paragraph (2) of the Insurance Business Act, a statement to that effect and the date on which offer of subscription for said Shares Issued on Entity Conversion is made
(viii) In the case prescribed in the preceding item, matters concerning the allotment of Shares Issued on Entity Conversion to a Reorganization Creditor, etc. or member
(ix) The minimum number of Shares Issued on Entity Conversion that should be issued upon entity conversion in cases where entity conversion is carried out without issuing some of the Shares Issued on Entity Conversion pursuant to the provision of Article 307, paragraph (3)
(2) The provisions of Article 175 to Article 177 of the Corporate Reorganization Act shall apply mutatis mutandis to clauses on the solicitation of subscribers for Shares for Subscription (meaning Shares for Subscription prescribed in Article 199, paragraph (1) of the Companies Act; hereinafter the same shall apply in this Chapter), Share Options for Subscription (meaning Share Options for Subscription prescribed in Article 238, paragraph (1) of the Companies Act, and in cases where such Share Options for Subscription are attached to bonds with share options, including such bonds with share options; hereinafter the same shall apply in this Chapter) or Bonds for subscription (excluding such bonds attached to bonds with share options; hereinafter the same shall apply in this Chapter) of a Converted Stock Company. In this case, the term "Article 205, paragraph (1)" in Article 175, item (ii), Article 176, item (ii) and Article 177, item (iii) of the Corporate Reorganization Act shall be deemed to be replaced with "Article 205, paragraph (1) as applied mutatis mutandis pursuant to Article 296 of the Special Treatment Act."
(Share Exchange on Entity Conversion)
Article 267 The following matters shall be specified in the clauses on share exchange on entity conversion:
(i) Matters that should be specified in the contract for share exchange on entity conversion
(ii) When a Wholly Owning Parent Company for Share Exchange on Entity Conversion (meaning Wholly Owning Parent Company for Share Exchange on Entity Conversion prescribed in Article 96-5, paragraph (1) of the Insurance Business Act; hereinafter the same shall apply in this Article) delivers Shares, etc. to Reorganization Creditor, etc., at the time of the share exchange on entity conversion, the following matters concerning said Shares, etc.:
(a) When the Shares, etc. are the shares of the Wholly Owning Parent Company for Share Exchange on Entity Conversion, the number of said shares (in the case of a company with class shares, the classes of shares and the number of shares for each class) or the method of calculating such number, and matters concerning the amount of the stated capital and reserve funds of the Wholly Owning Parent Company for Share Exchange on Entity Conversion; and
(b) When the Shares, etc. are money, the amount of said money or the method of calculating such amount.
(iii) In the case prescribed in the preceding item, matters concerning the allotment of the Shares, etc. set forth in said item to the Reorganization Creditor, etc.
(iv) When a Wholly Owning Parent Company for Share Exchange on Entity Conversion delivers Bonds, etc. (meaning bonds or share options; hereinafter the same shall apply in this Chapter) of said Wholly Owning Parent Company for Share Exchange on Entity Conversion to the member of a Company under Reorganization at the time of the share exchange on entity conversion, the following matters concerning said Bonds, etc.:
(a) When said Bonds, etc. are the bonds of the Wholly Owning Parent Company for Share Exchange on Entity Conversion (excluding such bonds attached to bonds with share options), the classes of said bonds and the total amount of bonds for each class or the method of calculating such amount;
(b) When said Bonds, etc. are the share options of the Wholly Owning Parent Company for Share Exchange on Entity Conversion (excluding those attached to bonds with share options), the description and number of the share options or the method of calculating such number; and
(c) When said Bonds, etc. are the bonds with share options of the Wholly Owning Parent Company for Share Exchange on Entity Conversion, matters prescribed in sub-item (a) concerning said bonds with share options and matters prescribed in sub-item (b) concerning share options attached to said bonds with share options.
(v) In the case prescribed in the preceding item, matters concerning the allotment of the Bonds, etc. set forth in said item to the members of a Company under Reorganization.
(Share Transfer on Entity Conversion)
Article 268 The following matters shall be specified in the clauses on share transfer on entity conversion:
(i) Matters that should be specified in the entity conversion plan (limited to those concerning share transfer on entity conversion)
(ii) When a Wholly Owning Parent Company Formed by Share Transfer on Entity Conversion (meaning Wholly Owning Parent Company Formed by Share Transfer on Entity Conversion prescribed in Article 96-8, paragraph (1) of the Insurance Business Act; hereinafter the same shall apply in this Article) delivers Shares, etc. of said Wholly Owning Parent Company Formed by Share Transfer on Entity Conversion to a Reorganization Creditor, etc., at the time of the share transfer on entity conversion, the following matters concerning said Shares, etc.:
(a) When the Shares, etc. are the shares of the Wholly Owning Parent Company Formed by Share Transfer on Entity Conversion, the number of said shares (in the case of a company with class shares, the classes of shares and the number of shares for each class) or the method of calculating such number, and matters concerning the amount of the stated capital and reserve funds of the Wholly Owning Parent Company Formed by Share Transfer on Entity Conversion; and
(b) When the Shares, etc. are money, the amount of said money or the method of calculating such amount.
(iii) In the case prescribed in the preceding item, matters concerning the allotment of the Shares, etc. set forth in said item to the Reorganization Creditor, etc.
(iv) When a Wholly Owning Parent Company Formed by Share Transfer on Entity Conversion delivers Bonds, etc. of said Wholly Owning Parent Company Formed by Share Transfer on Entity Conversion to the member of a Company under Reorganization at the time of the share transfer on entity conversion, the following matters concerning said Bonds, etc.:
(a) When said Bonds, etc. are the bonds of the Wholly Owning Parent Company Formed by Share Transfer on Entity Conversion (excluding those attached to bonds with share options), the classes of said bonds and the total amount of bonds for each class or the method of calculating such amount;
(b) When said Bonds, etc. are the share options of the Wholly Owning Parent Company Formed by Share Transfer on Entity Conversion (excluding those attached to bonds with share options), the description and number of the share options or the method of calculating such number; and
(c) When said Bonds, etc. are the bonds with share options of the Wholly Owning Parent Company Formed by Share Transfer on Entity Conversion, matters prescribed in sub-item (a) concerning said bonds with share options and matters prescribed in sub-item (b) concerning share options attached to said bonds with share options.
(v) In the case prescribed in the preceding item, matters concerning the allotment of Bonds, etc. set forth in said item to members of the Company under Reorganization.
(Dissolution)
Article 269 The provision of Article 178 of the Corporate Reorganization Act shall apply mutatis mutandis to the clauses on the dissolution of a Company under Reorganization in Reorganization Proceedings for a Mutual Company.
(Absorption-Type Merger)
Article 270 (1) The following matters shall be specified in the clauses on Absorption-Type Merger (limited to Absorption-Type Merger (meaning Absorption-Type Merger prescribed in Article 160 of the Insurance Business Act; hereinafter the same shall apply in this Chapter) where a Company under Reorganization extinguishes and the company to survive the Absorption-Type Merger (hereinafter referred to as "Company Surviving an Absorption-Type Merger" in this Article) is a Mutual Company; hereinafter the same shall apply in this paragraph):
(i) Matters that should be specified in the Absorption-Type Merger Agreement
(ii) When an Company Surviving an Absorption-Type Merger arranges a Reorganization Creditor, etc. to be the contributor to the funds of said Company Surviving an Absorption-Type Merger, at the time of the Absorption-Type Merger, the amount of the funds or the method of calculating such amount
(iii) In the case prescribed in the preceding item, matters concerning the allotment of the funds set forth in said item to the Reorganization Creditor, etc.
(iv) When an Company Surviving an Absorption-Type Merger delivers bonds of said Company Surviving an Absorption-Type Merger to the members of the Company under Reorganization, at the time of the Absorption-Type Merger, the classes of said bonds and the total amount of bonds for each class or the method of calculating such amount
(v) In the case prescribed in the preceding item, matters concerning the allotment of bonds set forth in said item to the members of the Company under Reorganization
(2) The following matters shall be specified in the clauses on Absorption-Type Merger (limited to Absorption-Type Merger where a Company under Reorganization extinguishes and the Company Surviving an Absorption-Type Merger is a Stock Company; hereinafter the same shall apply in this paragraph):
(i) Matters that should be specified in the Absorption-Type Merger Agreement
(ii) When a Company Surviving an Absorption-Type Merger delivers Shares, etc. to a Reorganization Creditor, etc., at the time of the Absorption-Type Merger, the following matters concerning said Shares, etc.:
(a) When the Shares, etc. are the shares of the Company Surviving an Absorption-Type Merger, the number of said shares (in the case of a company with class shares, the classes of shares and the number of shares for each class) or the method of calculating such number, and matters concerning the amount of the stated capital and reserve funds of the Company Surviving an Absorption-Type Merger; and
(b) When the Shares, etc. are money, the amount of said money or the method of calculating such amount.
(iii) In the case prescribed in the preceding item, matters concerning the allotment of Shares, etc. set forth in said item to the Reorganization Creditor, etc.
(iv) When an Company Surviving an Absorption-Type Merger delivers Bonds, etc. of said Company Surviving an Absorption-Type Merger to the fund contributors or members of the Company Surviving an Absorption-Type Merger, at the time of the Absorption-Type Merger, the following matters concerning said Bonds, etc.:
(a) When the Bonds, etc. are the bonds of the Company Surviving an Absorption-Type Merger (excluding those attached to bonds with share options), the classes of said bonds, and the total amount of the bonds for each class or the method of calculating such amount;
(b) When the Bonds, etc. are the share options of the Company Surviving an Absorption-Type Merger (excluding those attached to bonds with share options), the description and number of the share options or the method of calculating such number; and
(c) When the Bonds, etc. are the bonds with share options of the Company Surviving an Absorption-Type Merger, matters prescribed in sub-item (a) concerning said bonds with share options and matters prescribed in sub-item (b) concerning share options attached to said bonds with share options.
(v) In the case prescribed in the preceding item, matters concerning the allotment of the Bonds, etc. set forth in said item to the fund contributors or members of the Company under Reorganization.
(3) The following matters shall be specified in the clauses on Absorption-Type Merger (limited to Absorption-Type Merger where a Company under Reorganization becomes a Company Surviving an Absorption-Type Merger; hereinafter the same shall apply in this paragraph).
(i) Matters that should be specified in the Absorption-Type Merger Agreement
(ii) When the Company under Reorganization delivers bonds of said Company under Reorganization to the members of the company to be extinguished as a result of the Absorption-Type Merger (hereinafter referred to as "Company Extinguished upon an Absorption-Type Merger" in this Chapter), at the time of the Absorption-Type Merger, the classes of said bonds, and the total amount of the bonds for each class or the method of calculating such amount
(iii) In the case prescribed in the preceding item, matters concerning the allotment of the bonds set forth in said item to the members of the Company Extinguished upon an Absorption-Type Merger.
(Consolidation-Type Merger)
Article 271 (1) The following matters shall be specified in the clauses on Consolidation-Type Merger (limited to Consolidation-Type Merger (meaning Consolidation-Type Merger prescribed in Article 161, paragraph (1) of the Insurance Business Act; hereinafter the same shall apply in this Chapter) where a Company under Reorganization extinguishes and the company established by the Consolidation-Type Merger (hereinafter referred to as "Company Established by Consolidation-Type Merger" in this Chapter) is a Mutual Company; hereinafter the same shall apply in this paragraph):
(i) Matters that should be specified in the Consolidation-Type Merger Agreement
(ii) When a Company Established by Consolidation-Type Merger arranges a Reorganization Creditor, etc. to be the contributor to the funds of said Company Established by Consolidation-Type Merger, at the time of the Consolidation-Type Merger, the amount of the funds or the method of calculating such amount
(iii) In the case prescribed in the preceding item, matters concerning the allotment of the funds set forth in said item to Reorganization Creditor, etc.
(iv) When a Company Established by Consolidation-Type Merger delivers bonds of said Company Established by Consolidation-Type Merger to the members of the company to be extinguished upon the Consolidation-Type Merger (hereinafter referred to as "Company Extinguished upon a Consolidation-Type Merger" in this Chapter), at the time of the Consolidation-Type Merger, the classes of said bonds, and the total amount of the bonds for each class or the method of calculating such amount
(v) In the case prescribed in the preceding item, matters concerning the allotment of the bonds set forth in said item to the members of the Company Extinguished upon a Consolidation-Type Merger
(2) The following matters shall be specified in the clauses on Consolidation-Type Merger (limited to Consolidation-Type Merger where a Company under Reorganization extinguishes and the Company Established by Consolidation-Type Merger is a Stock Company; hereinafter the same shall apply in this paragraph):
(i) Matters that should be specified in the Consolidation-Type Merger Agreement
(ii) When a Company Established by Consolidation-Type Merger delivers shares of the Company Established by Consolidation-Type Merger to a Reorganization Creditor, etc., at the time of the Consolidation-Type Merger, the number of said shares (in the case of a company with class shares, the classes of shares and the number of shares for each class) or the method of calculating such number, and matters concerning the amount of the stated capital and reserve funds of the Company Established by Consolidation-Type Merger
(iii) In the case prescribed in the preceding item, matters concerning the allotment of the shares set forth in said item to the Reorganization Creditor, etc.
(iv) When a Company Established by Consolidation-Type Merger delivers Bonds, etc. of said Company Established by Consolidation-Type Merger to fund contributors, the fund contributors, members or shareholders of a Company Extinguished upon a Consolidation-Type Merger, at the time of the Consolidation-Type Merger, the following matters concerning said Bonds, etc.:
(a) When the Bonds, etc. are the bonds of the Company Established by Consolidation-Type Merger (excluding those attached to bonds with share options), the classes of said bonds, and the total amount of the bonds for each class or the method of calculating such amount;
(b) When the Bonds, etc. are the share options of the Company Established by Consolidation-Type Merger (excluding those attached to bonds with share options), the description and number of the share options or the method of calculating such number; and
(c) When the Bonds, etc. are the bonds with share options of the Company Established by Consolidation-Type Merger, matters prescribed in sub-item (a) concerning said bonds with share options and matters prescribed in sub-item (b) concerning share options attached to said bonds with share options.
(v) In the case prescribed in the preceding item, matters concerning the allotment of the Bonds, etc. set forth in said item to the fund contributors, members or shareholders of the Company Extinguished upon a Consolidation-Type Merger
(Establishment of a New Mutual Company)
Article 272 The following matters shall be specified in the clauses on the establishment of a Mutual Company; provided, however, that this shall not apply to the cases where a Mutual Company is to be established by Consolidation-Type Merger.
(i) The matters listed in Article 23, paragraph (1), items (i) to (iv) and (viii) of the Insurance Business Act concerning the Mutual Company to be established (hereinafter referred to as "New Mutual Company" in this Article):
(ii) Matters provided for in the articles of incorporation (excluding those pertaining to the matters listed in preceding item) of the New Mutual Company
(iii) Where the whole or part of the right of a Reorganization Creditor, etc. or member is extinguished as provided for in the Reorganization Plan pursuant to the provision of Article 205, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 296, if it is arranged that, when such person makes an offer set forth in Article 28, paragraph (2) of the Insurance Business Act, all or part of the amount of contribution to be made to the funds of the New Mutual Company shall be deemed to have been paid in, a statement to that effect
(iv) When the right to receive an allotment of the contribution to the funds of a New Mutual Company is to be granted to a Reorganization Creditor, etc. or member subject to an offer set forth in Article 28, paragraph (2) of the Insurance Business Act as provided for in the Reorganization Plan, a statement to that effect and the date on which said offer of contribution to the funds is made
(v) In the case prescribed in the preceding item, matters concerning the allotment of the contribution to the funds to the Reorganization Creditor, etc. or member
(vi) The property that should be transferred from a Company under Reorganization to a New Mutual Company and its amount
(vii) The name or method of appointment of the Director at Incorporation of a New Mutual Company, and, in cases where the New Mutual Company is a Company with Supervisory Committee, whether or not such Director at Incorporation is a Supervisory Committee Member at Incorporation (meaning a Supervisory Committee Member at Incorproation prescribed in Article 30-10, paragraph (2) of the Insurance Business Act; the same shall apply in item (ix))
(viii) Matters set forth in sub-items (a) to (e) below for the cases listed in sub-items (a) to (e), respectively
(a) In cases where the New Mutual Company is a company with accounting advisors, the name or method of appointment of the Accounting Advisor at Incorporation
(b) In cases where the New Mutual Company is a company with company auditors, the name or method of appointment or selection of the Representative Director at Incorporation and Auditor at Incorporation
(c) In cases where the New Mutual Company is a company with accounting auditors, the name or method of appointment of the Accounting Auditor at Incorporation
(d) In cases where the New Mutual Company is a Company with Supervisory Committee, the name or method of appointment of the Representative Director at Incorporation
(e) In cases where the New Mutual Company is a Company with Supervisory Committee, the name or method of appointment or selection of the Committee Member at Incorporation, Executive Officer at Incorporation and Representative Executive Officer at Incorporation
(ix) In cases where the Director at Incorporation (in cases where the New Mutual Company is a Company with Supervisory Committee, the Director at Incorporation who is a Supervisory Committee Member at Incorporation, or the Director at Incorporation who is not a Supervisory Committee Member at Incorporation), Accounting Advisor at Incorporation, Auditor at Incorporation, Representative Director at Incorporation, Committee Member at Incorporation, Executive Officer at Incorporation, Representative Executive Officer at Incorporation or Accounting Auditor at Incorporation (referred to as "Director at Incorporation, etc." in Article 316, paragraph (5)) of a New Mutual Company becomes a director (in cases where the New Mutual Company is a Company with Supervisory Committee, the director who is a Supervisory Committee Member, or the director who is not a Supervisory Committee Member), accounting advisor, company auditor, representative director, committee member of any committee, executive officer, representative executive officer or accounting auditor (referred to as "Director, etc. of the New Mutual Company" in said paragraph) after the establishment of the New Mutual Company, the term of office of said Director, etc. of the New Mutual Company
(x) When a New Mutual Company solicits subscribers for Bonds for subscription, the matters listed in the items of Article 264
(xi) When a New Mutual Company allots the contribution to the funds at the time of establishment of the New Mutual Company or issues bonds of the New Mutual Company in exchange for the extinguishment of the whole or part of the right of a Reorganization Creditor, etc. or member, the matters listed in the items of Article 265, paragraph (1) or the items of paragraph (2) of said Article
(Incorporation of New Stock Company)
Article 273 The provision of Article 183 of the Corporate Reorganization Act shall apply mutatis mutandis to clauses on the incorporation of a Stock Company in Reorganization Proceedings for a Mutual Company. In this case, the phrase "Consolidation-Type Merger, Incorporation-type Company Split or share transfer" in said Article shall be deemed to be replaced with "Consolidation-Type Merger (meaning Consolidation-Type Merger prescribed in Article 161, paragraph (1) of the Insurance Business Act) or share transfer on entity conversion (meaning share transfer on entity conversion prescribed in Article 96-8, paragraph (1) of said Act)""; the term "Article 205, paragraph (1)" in paragraph (iv) of said Article shall be deemed to be replaced with "Article 205, paragraph (1) as applied mutatis mutandis pursuant to Article 296 of the Special Treatment Act"; the term "shareholder" in said item to item (vi) of said Article and item (xiii) of said Article shall be deemed to be replaced with "member."
Article 274 Deleted
Article 275 Deleted
Article 276 Deleted
Subsection 2 Submission of Proposed Reorganization Plan
(Period for Submission of Proposed Reorganization Plan)
Article 277 The provision of Article 184 of the Corporate Reorganization Act shall apply mutatis mutandis to the preparation and submission of a proposed Reorganization Plan in Reorganization Proceedings for a Mutual Company. In this case, the term "Article 138, paragraph (1)" in paragraph (1) of said Article shall be deemed to be replaced with "Article 138, paragraph (1) as applied mutatis mutandis pursuant to Article 248 of the Special Treatment Act."
(Proposed Reorganization Plan Specifying Abolition of Entire Business)
Article 278 (1) When it has become obvious that it is difficult to prepare a proposed Reorganization Plan specifying the continuation of the business of a Company under Reorganization by said Company under Reorganization (including the case of entity conversion), the continuation of said business by another person by the assignment of business, transfer of insurance contracts, merger or establishment of a Mutual Company or Stock Company after the commencement of Reorganization Proceedings, the Court may permit the preparation of a proposed Reorganization Plan specifying the abolition of the entire business of the Company under Reorganization upon petition by a person prescribed in Article 184, paragraph (1) or (2) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to the preceding Article; provided, however, that this shall not apply when it is prejudicial to the common interests of creditors.
(2) The provision of Article 185, paragraph (2) of the Corporate Reorganization Act shall apply mutatis mutandis to the permission set forth in the main clause of the preceding paragraph.
(Revision of Proposed Reorganization Plan)
Article 279 The provision of Article 186 of the Corporate Reorganization Act shall apply mutatis mutandis to the revision of a proposed Reorganization Plan in Reorganization Proceedings for a Mutual Company.
(Opinions of Administrative Agency)
Article 280 The provision of Article 187 of the Corporate Reorganization Act shall apply mutatis mutandis to a proposed Reorganization Plan specifying matters requiring the administrative agency's permission, confirmation, license or any other disposition in Reorganization Proceedings for a Mutual Company. In this case, the term "the preceding Article" in said Article shall be deemed to be replaced with "the preceding Article as applied mutatis mutandis pursuant to Article 279 of the Special Treatment Act."
(Opinions of the Labor Union, etc. of Company under Reorganization)
Article 281 The Court shall hear opinions of the labor union, etc. prescribed in Article 198, paragraph (3), item (iii) with regard to a proposed Reorganization Plan. The same shall apply to a proposed Reorganization Plan as revised under the provision of Article 186 of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 279.
Subsection 3 Resolution on Proposed Reorganization Plan
(Order to Refer to Resolution)
Article 282 The provision of Article 189 of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where a proposed Reorganization Plan has been submitted in Reorganization Proceedings for a Mutual Company. In this case, the term "Article 146, paragraph (3)" in paragraph (1), item (i) of said Article shall be deemed to be replaced with "Article 146, paragraph (3) as applied mutatis mutandis pursuant to Article 254 of the Special Treatment Act"; the term "Article 84, paragraph (1)" in item (ii) of said paragraph shall be deemed to be replaced with "Article 84, paragraph (1) as applied mutatis mutandis pursuant to Article 221 of the Special Treatment Act"; the term "Article 85, paragraph (1)" shall be deemed to be replaced with "Article 85, paragraph (1) as applied mutatis mutandis pursuant to Article 222 of the Special Treatment Act"; the phrase "the items of Article 199, paragraph (2)" in item (iii) of said paragraph shall be deemed to be replaced with "the items of Article 199, paragraph (2) as applied mutatis mutandis pursuant to Article 290, paragraph (2) of the Special Treatment Act"; the term "Article 236, item (ii)" in item (iv) of said paragraph shall be deemed to be replaced with "Article 236, item (ii) as applied mutatis mutandis pursuant to Article 325, paragraph (1) of the Special Treatment Act"; the term "Article 193, paragraph (2)" in paragraph (2) of said Article shall be deemed to be replaced with "Article 193, paragraph (2) as applied mutatis mutandis pursuant to Article 286 of the Special Treatment Act"; the phrase "the main clause of Article 115, paragraph (1)" in paragraph (3) of said Article shall be deemed to be replaced with "the main clause of Article 115, paragraph (1) as applied mutatis mutandis pursuant to Article 232 of the Special Treatment Act"; and the phrase "the items of Article 114, paragraph (1)" in paragraph (5) of said Article shall be deemed to be replaced with "the items of Article 114, paragraph (1) as applied mutatis mutandis pursuant to Article 232 of the Special Treatment Act."
(Restriction on Exercise of Voting Rights by Bondholders, etc.)
Article 283 The provision of Article 190 of the Corporate Reorganization Act shall apply mutatis mutandis to bondholders of the bonds which are Reorganization Claims, etc. against a Mutual Company. In this case, the term "Article 43, paragraph (1), item (v)" in paragraph (1) of said Article shall be deemed to be replaced with "Article 43, paragraph (1), item (v) as applied mutatis mutandis pursuant to Article 196 of the Special Treatment Act"; and the term "Article 706, paragraph (1) of the Companies Act" in paragraph (3) of said Article shall be deemed to be replaced with "Article 61-7, paragraph (4) of the Insurance Business Act."
(Method of Determination of the Amount or Number of Voting Rights Where Meeting of Persons Concerned is to be Held, etc.)
Article 284 (1) Where the Court designates either of the methods set forth in Article 189, paragraph (2), item (i) or (iii) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 282 as the method for exercising a voting right, the trustee, Holders of filed Reorganization Claims, etc. or member may make an objection to the voting right of Holders of filed Reorganization Claims, etc. or member on the date of a meeting of persons concerned; provided, however, that this shall not apply to a voting right held by a Holders of filed Reorganization Claims, etc. of which the amount is determined pursuant to the provision of Article 150, paragraph (1) of said Act as applied mutatis mutandis pursuant to Article 254 and the voting right held by a member which is determined pursuant to said paragraph.
(2) In the case prescribed in the main clause of the preceding paragraph, voting right holders may exercise their voting rights in accordance with the amount or number specified in each of the following items for the categories listed in the respective items:
(i) A Holders of filed Reorganization Claims, etc. and holds a voting right of which the amount is determined pursuant to the provision of Article 150, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 254: The amount thus determined
(ii) A Holders of filed Reorganization Claims, etc. and holds a voting right without objection set forth in the main clause of the preceding paragraph: The amount filed
(iii) A member who holds a membership right determined pursuant to the provision of Article 150, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 254 or a member who holds a voting right without objection set forth in the main clause of the preceding paragraph: One vote
(iv) A Holders of filed Reorganization Claims, etc. or member who holds a voting right subject to objection set forth in the main clause of the preceding paragraph: The amount or number specified by the Court; provided, however, the voting right may not be exercised if the Court has decided not to allow the exercise of the voting right.
(3) The Court, upon the petition of an interested person or by its own authority, may change the order made under the provision of item (iv) of the preceding paragraph at any time.
(Method of Determination of the Amount or Number of Voting Rights Where Meeting of Persons Concerned is not to be Held, etc.)
Article 285 (1) Where the Court designates the method set forth in Article 189(2)(ii) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 282 as the method for exercising a voting right, voting right holders may exercise their voting rights in accordance with the amount or number specified in each of the following items for the categories listed in the respective items:
(i) A Holders of filed Reorganization Claims, etc. and holds a voting right of which the amount is determined pursuant to the provision of Article 150, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 254: The amount thus determined
(ii) A Holders of filed Reorganization Claims, etc. (excluding those set forth in the preceding item): The amount specified by the Court; provided, however, the voting right may not be exercised if the Court has decided not to allow the exercise of the voting right.
(iii) A member who holds a membership right determined pursuant to the provision of Article 150, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 254: One vote
(iv) A member who filed proofs (excluding those set forth in the preceding item): One vote; provided, however, the voting right may not be exercised if the Court has decided not to allow the exercise of the voting right.
(2) The Court, upon the petition of an interested person or by its own authority, may change the order made under the provision of item (ii) or (iv) of the preceding paragraph at any time.
(Methods of Exercising Voting Rights, etc.)
Article 286 The provisions of Article 193 to Article 195 of the Corporate Reorganization Act shall apply mutatis mutandis to voting rights in Reorganization Proceedings for a Mutual Company. In this case, the phrase "the first sentence of Article 189, paragraph (2)" in Article 193, paragraph (2) of said Act shall be deemed to be replaced with "the first sentence of Article 189, paragraph (2) as applied mutatis mutandis pursuant to Article 282 of the Special Treatment Act"; the term "specified or recorded in the schedule of Secured Reorganization Creditors or shareholder registry" in Article 194, paragraph (1) of said Act shall be deemed to be replaced with "or specified in the schedule of Secured Reorganization Creditors"; and the term "Article 200, paragraph (2)" in Article 195 of said Act shall be deemed to be replaced with "Article 200, paragraph (2) as applied mutatis mutandis pursuant to Article 291 of the Special Treatment Act."
(Requirements for Approval of Proposed Reorganization Plan)
Article 287 The provision of Article 196 of the Corporate Reorganization Act shall apply mutatis mutandis to a resolution on a proposed Reorganization Plan in Reorganization Proceedings for a Mutual Company. In this case, the phrase "the items of Article 168, paragraph (1)" in paragraphs (1) and (2) of said Article shall be deemed to be replaced with "the items of Article 260, paragraph (1) of the Special Treatment Act"; and the term "shares" in said paragraph and paragraph (5), item (iii) of said Article shall be deemed to be replaced with "membership rights."
(Modification of Proposed Reorganization Plan)
Article 288 The provision of Article 197 of the Corporate Reorganization Act shall apply mutatis mutandis to the modification of a proposed Reorganization Plan in Reorganization Proceedings for a Mutual Company. In this case, the phrase "Article 189, paragraph (2), item (i) or (iii)" in said Article shall be deemed to be replaced with "Article 189, paragraph (2), item (i) or (iii) as applied mutatis mutandis pursuant to Article 282 of the Special Treatment Act."
(Continuance of the Date of Meeting of Persons Concerned)
Article 289 The provision of Article 198 of the Corporate Reorganization Act shall apply mutatis mutandis to the continuation of the date of a meeting of persons concerned in Reorganization Proceedings for a Mutual Company. In this case, the phrase "Article 189, paragraph (2), item (i) or (iii)" in paragraph (1) of said Article shall be deemed to be replaced with "Article 189, paragraph (2), item (i) or (iii) as applied mutatis mutandis pursuant to Article 282 of the Special Treatment Act"; the term "Article 196, paragraph (1)" shall be deemed to be replaced with "Article 196, paragraph (1) as applied mutatis mutandis pursuant to Article 287 of the Special Treatment Act"; and the term "shares" in item (iii) of said paragraph shall be deemed to be replaced with "membership rights."
Subsection 4 Order of Confirmation or Disconfirmation of Reorganization Plan
(Requirements, etc. for Confirmation of Reorganization Plan)
Article 290 (1) Where a proposed Reorganization Plan is approved, the Court shall make an order of confirmation or disconfirmation of the Reorganization Plan.
(2) The provisions of Article 199, paragraphs (2) to (7) of the Corporate Reorganization Act shall apply mutatis mutandis to an order of confirmation or disconfirmation of a Reorganization Plan of a Mutual Company. In this case, the phrase "Article 45, paragraph (1), item (vii) with a company" in paragraph (2), item (v) of said Article shall be deemed to be replaced with "Article 197, paragraph (1), item (vii), (viii) or (x) of the Special Treatment Act with a Mutual Company or Stock Company"; the term "the preceding paragraph" shall be deemed to be replaced with "Article 290, paragraph (1) of the Special Treatment Act"; the term "company" shall be deemed to be replaced with "Mutual Company or Stock Company"; the term "Article 187" in item (vi) of said paragraph shall be deemed to be replaced with "Article 187 as applied mutatis mutandis pursuant to Article 280 of the Special Treatment Act"; the phrase "the preceding two paragraphs or paragraph (1) of next Article" in paragraph (4) of said Article shall be deemed to be replaced with "the provisions of the preceding two paragraphs or paragraph (1) of next Article as applied mutatis mutandis pursuant to Article 291 of the Special Treatment Act"; the phrase "the main clause of Article 115, paragraph (1)" in paragraph (5) of said Article shall be deemed to be replaced with "the main clause of Article 115, paragraph (1) as applied mutatis mutandis pursuant to Article 232 of the Special Treatment Act"; and the term "Article 46, paragraph (3), item (iii)" in said paragraph and paragraph (7) of said Article shall be deemed to be replaced with "Article 198, paragraph (3), item (iii) of the Special Treatment Act."
(Confirmation in Cases where There are Types of Rights for which Consent Could Not be Obtained)
Article 291 The provision of Article 200, paragraph (1) of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where a proposed Reorganization Plan is not approved because consent that meets the requirements set forth in paragraph (5) of said Article could not be obtained for some types of rights prescribed in Article 196, paragraph (1) of said Act as applied mutatis mutandis pursuant to Article 287 and the provisions of Article 200, paragraphs (2) and (3) of said Act shall apply mutatis mutandis to the cases where it is obvious that the consent that meets the requirements set forth in paragraph (5) of said Article cannot be obtained for some types of rights prescribed in Article 196, paragraph (1) of said Act as applied mutatis mutandis pursuant to Article 287 for a proposed Reorganization Plan.
(Time When Reorganization Plan Becomes Effective)
Article 292 A Reorganization Plan shall become effective when an order of confirmation is made.
(Immediate Appeal Against Order of Confirmation of the Reorganization Plan, etc.)
Article 293 (1) The provision of Article 202 of the Corporate Reorganization Act shall apply mutatis mutandis to an immediate appeal against an order of confirmation or disconfirmation of a Reorganization Plan of a Mutual Company. In this case, the phrase "Article 168, paragraph (1), items (iv) to (vi)" in paragraph (2) of said Article shall be deemed to be replaced with "Article 260, paragraph (1), item (iv) or (vi) of the Special Treatment Act"; and the term "Article 13" in paragraph (5) of said Article shall be deemed to be replaced with "Article 177 of the Special Treatment Act."
(2) Notwithstanding the provision of Article 202, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to the preceding paragraph, where a Company under Reorganization, at the time of the commencement of Reorganization Proceedings, is unable to pay its debts in full with its property with regard to claims that take preference over Reorganization Claims on the funds, the contributor to said funds may not file an immediate appeal except on the grounds that the content of a Reorganization Plan is in violation of Article 260, paragraph (1), item (v).
Section 8 Procedures After Confirmation of Reorganization Plan
Subsection 1 Effect of Order of Confirmation of the Reorganization Plan
(Scope of Effect of Reorganization Plan)
Article 294 (1) A Reorganization Plan shall be effective in the interest of and against the following persons:
(i) A Company under Reorganization;
(ii) All Reorganization Creditors, etc. and members;
(iii) Any person who assumes a debt or provides security for the purpose of reorganization of the business of the Company under Reorganization;
(iv) A Converted Stock Company;
(v) A Stock Company incorporated by share transfer on entity conversion (excluding those conducted jointly) as specified in the Reorganization Plan or a new Stock Company (meaning a Stock Company incorporated under the clause prescribed in Article 183 of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 273 as specified in the Reorganization Plan; hereinafter the same shall apply in this Chapter); and
(vi) A New Mutual Company (meaning a Mutual Company established under clauses prescribed in Article 272 as specified in the Reorganization Plan; hereinafter the same shall apply in this Chapter).
(2) A Reorganization Plan shall not affect any rights held by a Reorganization Creditor, etc. against the guarantor of a Company under Reorganization or any other person who owes debts jointly with the Company under Reorganization, and any security provided by persons other than the Company under Reorganization in the interest of the Reorganization Creditor, etc.
(Discharge, etc. from Reorganization Claims, etc.)
Article 295 (1) When an order of confirmation of the Reorganization Plan is made, a Company under Reorganization shall be discharged from its liability for all Reorganization Claims, etc., except for the following rights, and any rights of members and any security interest on the property of the Company under Reorganization shall be extinguished:
(i) Rights approved pursuant to the provisions of the Reorganization Plan or provisions of this Chapter;
(ii) Right to claim the retirement allowance of a person who was a director, etc. (meaning director, accounting advisor, company auditor, representative director, executive officer, representative executive officer, liquidator or representative liquidator) or employee of the Company under Reorganization after the commencement of Reorganization Proceedings and remains in such position even after an order of confirmation of the Reorganization Plan is made;
(iii) Right to claim fines, etc. arising prior to the commencement of Reorganization Proceedings prescribed in Article 251, item (ii); and
(iv) Among Rights to Claim Tax, etc. (excluding a claim for a Foreign Tax Subject to Mutual Assistance), in cases where a sentence to imprisonment with work or a fine is imposed after the commencement of Reorganization Proceedings for evading or attempting to evade tax, etc., or having tax, etc. refunded by misconduct or failing to pay or deliver tax, etc. that should have been collected and paid or delivered, or the subject of notification is performed under the provision of Article 14, paragraph (1) of the National Tax Violations Control Act (including the cases where applied mutatis mutandis pursuant to the Local Tax Act), Rights to Claim Tax, etc. in the amount of which evasion was performed or attempted, refunded or not paid or delivered for which there is no filing of proofs.
(2) Notwithstanding the provisions of the preceding paragraph, the effect of discharge and extinguishment of security interests under the provisions of said paragraph with regard to a claim for a Foreign Tax Subject to Mutual Assistance may be asserted only in relation to the mutual assistance under the provision of Article 11, paragraph (1) of the Act on Special Provisions for Enforcement of Tax Treaties, etc.
(3) The provision of Article 204, paragraph (2) of the Corporate Reorganization Act shall apply mutatis mutandis to the rights to claim set forth in paragraph (1), items (iii) and (iv) in cases where an order of confirmation of the Reorganization Plan is made in Reorganization Proceedings for a Mutual Company.
(Modification of Rights of Holders of filed Reorganization Claims, etc.)
Article 296 The provisions of Article 205, paragraphs (1), (2) and (5) and Article 206 to Article 208 of the Corporate Reorganization Act shall apply mutatis mutandis to an order of confirmation of the Reorganization Plan in Reorganization Proceedings for a Mutual Company. In this case, the phrase "Reorganization Creditor, etc." in Article 205, paragraph (2) of said Act shall be deemed to be replaced with "Reorganization Creditor, etc. or member"; the phrase "Reorganization Claims, etc." in said paragraph and Article 206, paragraph (2) of said Act shall be deemed to be replaced with "Reorganization Claims, etc. or membership rights"; the phrase "Membership Company set forth in Article 203, paragraph (1), item (iv), company set forth in item (v) of said paragraph" in said paragraph shall be deemed to be replaced with "Stock Company set forth in Article 294, paragraph (1), items (iv) and (v) of the Special Treatment Act, New Mutual Company prescribed in item (vi) of said paragraph"; the term "and" shall be deemed to be replaced with "and"; the term "Article 169, paragraph (1)" in Article 207 of said Act shall be deemed to be replaced with "Article 169, paragraph (1) as applied mutatis mutandis pursuant to Article 260, paragraph (3) of the Special Treatment Act"; the term "Article 50, paragraph (1)" in Article 208 of said Act shall be deemed to be replaced with "Article 50, paragraph (1) as applied mutatis mutandis pursuant to Article 201 of the Special Treatment Act"; the phrase "Article 24, paragraph (1), item (ii)" shall be deemed to be replaced with "Article 24, paragraph (1), item (ii) as applied mutatis mutandis pursuant to Article 184 of the Special Treatment Act"; and the term "Article 50, paragraph (5)" shall be deemed to be replaced with "Article 50, paragraph (5) as applied mutatis mutandis pursuant to Article 201 of the Special Treatment Act."
Subsection 2 Execution of Reorganization Plan
(Execution of Reorganization Plan)
Article 297 (1) The provision of Article 209 (excluding paragraph (3)) of the Corporate Reorganization Act shall apply mutatis mutandis to a Reorganization Plan in Reorganization Proceedings for a Mutual Company. In this case, the term "Company under Reorganization" in paragraph (1) of said Article shall be deemed to be replaced with "Company under Reorganization prescribed in Article 169, paragraph (7) of the Special Treatment Act (including Converted Stock Company prescribed in Article 197, paragraph (1) of the Special Treatment Act)"; the phrase "company set forth in Article 203, paragraph (1), item (v)" in paragraph (2) of said Article shall be deemed to be replaced with "Stock Company set forth in Article 294, paragraph (1), item (v) of the Special Treatment Act and New Mutual Company prescribed in item (vi) of said paragraph"; the phrase "the first sentence of Article 72, paragraph (4)" in paragraph (4) of said Article shall be deemed to be replaced with "the first sentence of Article 72, paragraph (4) as applied mutatis mutandis pursuant to Article 211 of the Special Treatment Act"; and the phrase "the main clause of Article 151, paragraph (1)" in item (ii) of said paragraph shall be deemed to be replaced with "the main clause of Article 151, paragraph (1) as applied mutatis mutandis pursuant to Article 255 of the Special Treatment Act."
(2) The provision of Article 209, paragraph (3) of the Corporate Reorganization Act shall apply mutatis mutandis to requests for reports and inspections of a New Mutual Company by a trustee. In this case, the phrase "accounting auditor, member who executes business" in said paragraph shall be deemed to be replaced with "accounting auditor."
(3) The provision of Article 209, paragraph (3) of the Corporate Reorganization Act shall apply mutatis mutandis to requests for reports and inspections of a Converted Stock Company by a trustee and examiner and requests for reports and inspections of a Stock Company by a trustee set forth in Article 294, paragraph (1), item (v). In this case, the phrase "accounting auditor, member who executes business" in Article 209, paragraph (3) of said Act shall be deemed to be replaced with "accounting auditor."
(Exclusion of Provisions of Laws and Regulations on Resolution, etc. of General Meeting of Members)
Article 298 (1) Notwithstanding the provisions of the Insurance Business Act or any other laws and regulations or the articles of incorporation, the execution of a Reorganization Plan shall not require a resolution of the general meeting of members (or general meeting if such a meeting is held), resolution of the shareholders meeting or any other order of authorities of a Company under Reorganization, Converted Stock Company, New Mutual Company or new Stock Company.
(2) For the execution of a Reorganization Plan, notwithstanding the provisions of the Companies Act or any other laws and regulations, shareholders of a Converted Stock Company or new Stock Company may not request the Converted Stock Company or new Stock Company to purchase their holdings of shares.
(3) For the execution of a Reorganization Plan, notwithstanding the provisions of the items of Article 828, paragraph (1) (including the cases where applied mutatis mutandis pursuant to the provisions of Article 30-15, Article 57, paragraph (6), Article 60-2, paragraph (5) and Article 171 of the Insurance Business Act; hereinafter the same shall apply in this paragraph), the items of Article 828, paragraph (2) and Article 829 of the Companies Act and Article 96-16, paragraphs (1) and (2) of the Insurance Business Act, member, etc. (meaning member, etc. prescribed in the Article 84-2, paragraph (2) of the Insurance Business Act), shareholder, etc. (meaning shareholder, etc. prescribed in Article 828, paragraph (2), item (i) of the Companies Act), holder of share options, bankruptcy trustee or creditor of a Company under Reorganization, Converted Stock Company, New Mutual Company or new Stock Company may not file any lawsuit for nullification of any acts listed in the items of Article 828, paragraph (1) of the Companies Act or any lawsuit for nullification of entity conversion set forth in Article 96-16, paragraph (1) of the Insurance Business Act or any an action for declaratory judgment of absence of any acts listed in the items of Article 829 of the Companies Act.
(Special Provisions on Director, etc. of Company under Reorganization)
Article 299 (1) When the name of any director (in cases where the Company under Reoganization is a Company with Supervisory Committee, the director who is a Supervisory Committee Member, or the director who is not a Supervisory Committee Member; hereinafter the same shall apply in this paragraph and the following paragraph), accounting advisor, company auditor, representative director, committee members of each committee, executive officer, representative executive officer, accounting auditor, liquidator or representative liquidator is specified in a Reorganization Plan pursuant to the provision of Article 261, these respective persons shall become a director, accounting advisor, company auditor, representative director, committee members of each committee, executive officer, representative executive officer, accounting auditor, liquidator or representative liquidator at the time when an order of confirmation of the Reorganization Plan is made.
(2) When the method of appointment of any director, accounting advisor, company auditor, executive officer, accounting auditor or liquidator is specified in a Reorganization Plan pursuant to the provision of Article 261, these persons shall be appointed by the method specified in the Reorganization Plan.
(3) When the method of selection of a representative director, committee member of each member, representative executive officer or representative liquidator is specified in a Reorganization Plan pursuant to the provision of Article 261, paragraph (1), items (i) to (iii) or (vii) or, paragraph (2), item (ii), these persons shall be selected by the method specified in the Reorganization Plan.
(4) Any existing director, accounting advisor, company auditor, executive officer, accounting auditor or liquidator of a Company under Reorganization shall resign at the time when an order of confirmation of the Reorganization Plan is made; provided, however, that they shall not be precluded from continuing to serve as a director, accounting advisor, company auditor, executive officer, accounting auditor or liquidator pursuant to the provision of paragraph (1).
(5) The provision of the preceding paragraph shall apply mutatis mutandis to any existing representative director, committee members of each committee, representative executive officer or representative liquidator of a Company under Reorganization.
(6) The term of office of a person appointed as a director, accounting advisor, company auditor, executive officer, accounting auditor or liquidator pursuant to the provisions of paragraphs (1) to (3) and a person selected as representative director, committee members of each committee, representative executive officer or representative liquidator pursuant to these provisions shall be as specified in a Reorganization Plan.
(Special Provisions on Reduction of Reserve for Redemption of Funds)
Article 300 In cases where the reduction of the reserve for redemption of funds by a Company under Reorganization is specified in a Reorganization Plan pursuant to the provision of Article 262, item (ii), the provision of Article 57, paragraph (4) of the Insurance Business Act shall not apply.
(Special Provisions on Amendment of the Articles of Incorporation)
Article 301 The provision of Article 213 of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where the amendment of the articles of incorporation by a Company under Reorganization is specified in a Reorganization Plan in Reorganization Proceedings for a Mutual Company pursuant to the provision of Article 262, item (iii).
(Special Provisions on Business Assignment)
Article 301-2 In cases where the implementation of business assignment, etc. (limited to the acts listed in Article 62-2, paragraph (1), item (i) or (ii) of the Insurance Business Act) is provided in a Reorganization Plan pursuant to the provision of Article 262, item (iv), the provision of Article 23-2 of the Companies Act as applied mutatis mutandis pursuant to Article 21, paragraph (1) of the Insurance Business Act shall not apply to creditors of a Company under Reorganization.
(Special Provisions on Transfer of Insurance Contracts, etc.)
Article 302 (1) In cases where the performance of an act set forth in Article 262, item (v) by a Company under Reorganization is specified in a Reorganization Plan pursuant to the provision of said item, the provisions of Article 136-2, Article 137 and Article 138, paragraph (2) of the Insurance Business Act (including the cases where these provisions are applied mutatis mutandis pursuant to Article 272-29 of said Act) shall not apply.
(2) For the purpose of application of the provision of Article 138, paragraph (1) of the Insurance Business Act to a Company under Reorganization in the case prescribed in the preceding paragraph (including the cases where applied mutatis mutandis pursuant to Article 272-29 of said Act), the phrase "resolution under Article 136, paragraph (1)" in said paragraph shall be deemed to be replaced with "order of confirmation of the Reorganization Plan specifying transfer of insurance contracts."
(3) In the case prescribed in paragraph (1), for the purpose of application of the provision of Article 143, paragraph (1) of the Insurance Business Act to the Company under Reorganization when the assignment of business by a Company under Reorganization is specified in the Reorganization Plan pursuant to the provision of Article 262, item (iv), the phrase "a Mutual Company carrying out the insurance premium trust business has adopted a resolution on the transfer of all insurance contracts, and the general meeting of members (or the General Meeting, where the company has such meeting) or the meeting of the board of directors has adopted a resolution on the assignment of a business including the insurance premium trust business" shall be deemed to be replaced with "an order of confirmation of the Reorganization Plan is made with respect to a Mutual Company carrying out the insurance premium trust business, specifying the transfer of insurance contracts involving all insurance contracts and the assignment of business pertaining to said insurance premium trust business"; the phrase "of the latter resolution" shall be deemed to be replaced with "of said order"; and the phrase "the resolution" shall be deemed to be replaced with "said order."
(Special Provisions on Solicitation of Additional Funds)
Article 303 (1) In cases where the granting of the right to receive the allotment of the contribution to the funds set forth in Article 263, item (iii) to a Reorganization Creditor, etc. or member is specified in the Reorganization Plan pursuant to the provision of said item, a Company under Reorganization shall make notification of the following matters to such Reorganization Creditor, etc. or member, and when bearer form Bond certificates are issued for Reorganization Claims, etc. of the Reorganization Creditor, etc. who holds said right, or when the provision of Chapter IV of the Act on Book-Entry Transfer of Company Bonds, Shares, etc. (Act No. 75 of 2001) as applied mutatis mutandis pursuant to Article 117 of said Act (including the cases where applied mutatis mutandis pursuant to said Act or any other laws and regulations) is applied, make a public notice of the following matters:
(i) The content of the contribution to the funds of which said Reorganization Creditor, etc. or member holds the right to receive the allotment;
(ii) The date set forth in Article 263(iii); and
(iii) A statement to the effect that the right to receive the allotment of the contribution to the funds set forth in Article 263, item (iii) may be assigned.
(2) The notice or public notice under the provision of the preceding paragraph shall be given two weeks before the date set forth in item (ii) of said paragraph.
(3) A person who holds the right to receive the allotment of the contribution to the funds set forth in Article 263, item (iii) shall lose said right when, despite the fact that the Company under Reorganization gave notice or public notice under the provision of paragraph (1), he/she fails to make an offer of contribution to the funds by the date set forth in item (ii) of said paragraph.
(4) In the case prescribed in paragraph (1), in cases where the amount of the contribution to the funds to be allotted to a Reorganization Creditor, etc. or member who holds the right to receive the allotment of the contribution to the funds set forth in Article 263, item (iii) includes a fraction less than one yen, such fraction shall be rounded off.
(Special Provisions on Solicitation of Subscribers for Bonds for Subscription)
Article 304 (1) In cases where the granting of the right to receive the allotment of Bonds for subscription set forth in Article 264, item (iv) to a Reorganization Creditor, etc. or member is specified in the Reorganization Plan pursuant to the provision of said item, a Company under Reorganization shall make notification of the following matters to such Reorganization Creditor, etc. or member, and when bearer form Bond certificates are issued for Reorganization Claims, etc. of the Reorganization Creditor, etc. who holds said right, or when the provision of Chapter IV of the Act on Book-Entry Transfer of Company Bonds, Shares, etc. as applied mutatis mutandis pursuant to Article 117 of said Act (including the cases where applied mutatis mutandis pursuant to said Act or any other laws and regulations) is applied, make a public notice of the following matters:
(i) The classes of Bonds for subscription to be allotted to said Reorganization Creditor, etc. or member, and the total amount for each class of Bonds for subscription;
(ii) The date set forth in Article 264, item (iv); and
(iii) A statement to the effect that the right to receive the allotment of Bonds for subscription set forth in Article 264, item (iv) may be assigned.
(2) The notice or public notice under the provision of the preceding paragraph shall be given two weeks before the date set forth in item (ii) of said paragraph.
(3) A person who holds the right to receive the allotment of Bonds for subscription set forth in Article 264, item (iv) shall lose said right when, despite the fact that the Company under Reorganization gave notice or public notice under the provision of paragraph (1), he/she fails to apply to subscribe for Bonds for subscription by the date set forth in item (ii) of said paragraph.
(4) In the case prescribed in paragraph (1), in cases where the number of Bonds for subscription to be allotted to a Reorganization Creditor, etc. or member who holds the right to receive the allotment of Bonds for subscription set forth in Article 264, item (iv) includes a fraction less than one unit, such fraction shall be rounded off.
(Special Provisions on Allotment of Contribution to Funds, etc. in Exchange for Extinguishment of Right of Reorganization Creditor, etc. or Member)
Article 305 (1) In cases where the allotment of the contribution to the funds in exchange for the extinguishment of the whole or part of the right of a Reorganization Creditor, etc. or member is specified in the Reorganization Plan pursuant to the provision of Article 265, paragraph (1), the Reorganization Creditor, etc. or member shall become the fund contributor set forth in item (iii) of said Article, in accordance with the provisions on the matters listed in said item, at the time when an order of confirmation of the Reorganization Plan is made.
(2) In cases where the issuance of bonds in exchange for the extinguishment of the whole or part of the right of a Reorganization Creditor, etc. or member is specified in the Reorganization Plan pursuant to the provision of Article 265, paragraph (2), the Reorganization Creditor, etc. or member shall become the bondholder of bonds set forth in item (vii) of said paragraph, in accordance with the provisions on the matters listed in said item, at the time when an order of confirmation of the Reorganization Plan is made.
(Special Provisions on Entity Conversion)
Article 306 (1) In cases where a entity conversion of a Company under Reorganization is specified in the Reorganization Plan pursuant to the provision of Article 266, paragraph (1), if there is any provision on the matters listed in item (iv), sub-item (a) of said paragraph, the Reorganization Creditor, etc. shall become the shareholder of the shares referred to in item (iv), sub-item (a) of said paragraph, in accordance with the provisions on the matters listed in item (v) of said paragraph, on the day on which the entity conversion comes into effect.
(2) The provisions of Article 211, paragraphs (1) to (3) and (6) of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where the entity conversion of a Company under Reorganization is specified in the Reorganization Plan pursuant to the provision of Article 266, paragraph (1). In this case, the term "Article 173" in Article 211, paragraphs (1) and (2) of said Act shall be deemed to be replaced with "Article 266, paragraph (1), item (ii) or (iii) of the Special Treatment Act"; the term "each committee" in paragraphs (1), (3) and (6) of said Article shall be deemed to be replaced with "each committee (meaning each committee prescribed in Article 261, paragraph (1), item (iii) of the Special Treatment Act)"; the phrase ", accounting auditor, liquidator or representative liquidator" in paragraph (1) of said Article and the phrase ", accounting auditor or liquidator" in paragraphs (2) and (6) of said Article shall be deemed to be replaced with "or accounting auditor"; the phrase "an order of confirmation of the Reorganization Plan is made" in paragraph (1) of said Article shall be deemed to be replaced with "entity conversion came into effect"; the phrase "Article 173, paragraph (1), items (ii) to (iv) or (viii) or , paragraph (2), item (ii)" in paragraph (3) of said Article shall be deemed to be replaced with "Article 266, paragraph (1), item (iii), sub-item (b), (d) or (e) of the Special Treatment Act"; and the phrase ", representative executive officer or representative liquidator" in said paragraph and paragraph (6) of said Article shall be deemed to be replaced with "or representative executive officer."
(3) In cases where an entity conversion of a Company under Reorganization is specified in the Reorganization Plan pursuant to the provision of Article 266, paragraph (1), the provisions of Article 87 and Article 88 of the Insurance Business Act shall not apply.
(Special Provisions on Shares Issued on Entity Conversion)
Article 307 (1) The provisions of Article 215, paragraphs (2) to (5) of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where the granting of the right to receive the allotment of Shares Issued on Entity Conversion set forth in Article 266, paragraph (1), item (vii) to a Reorganization Creditor, etc. or member is specified in the Reorganization Plan pursuant to the provision of said item. In this case, the phrase "bearer form Share Option certificates or bearer form" in Article 215, paragraph (2) of said Act shall be deemed to be replaced with "bearer form"; the term "Chapter IV" shall be deemed to be replaced with "Chapter IV of said Act as applied mutatis mutandis pursuant to Article 117"; and the term "Article 175(iii)" in items (ii) and (iii) of said paragraph and paragraphs (4) and (5) of said Article shall be deemed to be replaced with "Article 266, paragraph (1), item (vii) of the Special Treatment Act."
(2) In cases where the issuance of Shares Issued on Entity Conversion by the Company under Reorganization is specified in the Reorganization Plan, the provisions of Article 207, Article 212 (excluding paragraph (1), item (i)) and Article 213(excluding paragraph (1), items (i) and (iii)) of the Companies Act as applied mutatis mutandis pursuant to Article 96-4 of the Insurance Business Act, Article 213-2 of the Companies Act as applied mutatis mutandis pursuant to Article 96-4-2 of the Insurance Business Act and Article 96-4-3 of the Insurance Business Act shall not apply.
(3) In the case prescribed in paragraph (1), when there are any Shares Issued on Entity Conversion that could not be allotted, an entity conversion may be conducted without issuing said Shares Issued on Entity Conversion unless it violates the conditions concerning the entity conversion specified in the Reorganization Plan pursuant to the provision of Article 266, paragraph (1), item (ix); provided, however, that this shall be limited to cases where it does not violate the provision of Article 37, item (3) of the Companies Act.
(Special Provisions on Solicitation of Subscribers for Shares for Subscription)
Article 308 (1) The provision of Article 215, paragraph (1) of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where the solicitation of subscribers for Shares for Subscription by a Converted Stock Company is specified in the Reorganization Plan pursuant to the provision of Article 175 of said Act as applied mutatis mutandis pursuant to Article 266, paragraph (2), when there is a provision in the articles of incorporation to the effect that the right to receive the allotment of Shares for Subscription set forth in Article 202, paragraph (1), item (i) of the Companies Act is to be granted to shareholders.
(2) In cases where the granting of the right to receive the allotment of Shares for Subscription set forth in Article 175, item (iii) of the Corporate Reorganization Act to a Reorganization Creditor, etc. or member is specified in the Reorganization Plan pursuant to the provision of said item as applied mutatis mutandis pursuant to Article 266, paragraph (2), the Converted Stock Company shall make notification of the following matters to such Reorganization Creditor, etc. or member, and when bearer form Bond certificates are issued for Reorganization Claims, etc. of the Reorganization Creditor, etc. who holds said right, or when the provision of Chapter IV of the Act on Book-Entry Transfer of Company Bonds, Shares, etc. as applied mutatis mutandis pursuant to Article 117 of said Act (including the cases where applied mutatis mutandis pursuant to said Act or any other laws and regulations) is applied, make a public notice of the following matters:
(i) The number of Shares for Subscription to be allotted to said Reorganization Creditor, etc. or member (in the case of a company with class shares, the classes of Shares for Subscription and the number of shares of each class);
(ii) The date set forth in Article 175, item (iii) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 266, paragraph (2); and
(iii) A statement to the effect that the right to receive the allotment of Shares for Subscription set forth in Article 175, item (iii) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 266, paragraph (2) may be assigned.
(3) The notice or public notice under the provision of the preceding paragraph shall be given two weeks before the date set forth in item (ii) of said paragraph.
(4) A person who holds the right to receive the allotment of Shares for Subscription set forth in Article 175, item (iii) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 266, paragraph (2) shall lose said right when, despite the fact that a Converted Stock Company gave notice or public notice under the provision of paragraph (2), he/she fails to apply to subscribe for Shares for Subscription by the date set forth in item (ii) of said paragraph.
(5) In the case prescribed in paragraph (2), in cases where the number of Shares for Subscription to be allotted to a Reorganization Creditor, etc. or member who holds the right to receive the allotment of Shares for Subscription set forth in Article 175, item (iii) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 266, paragraph (2) includes a fraction less than one unit, such fraction shall be rounded off.
(6) In the case prescribed in paragraph (1), the provisions of Article 199, paragraph (5), Article 207, Article 210 and Part II, Chapter II, Section 8, Subsection 6 of the Companies Act shall not apply.
(Special Provisions on Solicitation of Subscribers for Share Options for Subscription of Converted Stock Company)
Article 309 (1) The provision of Article 215, paragraph (1) of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where the solicitation of subscribers for Share Options for Subscription by a Converted Stock Company is specified in the Reorganization Plan pursuant to the provision of Article 176 of said Act as applied mutatis mutandis pursuant to Article 266, paragraph (2), when there is a provision in the articles of incorporation to the effect that the right to receive the allotment of Share Options for Subscription set forth in Article 241, paragraph (1), item (i) of the Companies Act is to be granted to shareholders.
(2) In cases where the granting of the right to receive the allotment of Share Options for Subscription set forth in Article 176, item (iii) of the Corporate Reorganization Act to a Reorganization Creditor, etc. or member is specified in the Reorganization Plan pursuant to the provision of said item as applied mutatis mutandis pursuant to Article 266, paragraph (2), the Converted Stock Company shall make notification of the following matters to such Reorganization Creditor, etc. or member, and when bearer form Bond certificates are issued for Reorganization Claims, etc. of the Reorganization Creditor, etc. who holds said right, or when the provision of Chapter IV of the Act on Book-Entry Transfer of Company Bonds, Shares, etc. as applied mutatis mutandis pursuant to Article 117 of said Act (including the cases where applied mutatis mutandis pursuant to said Act or any other laws and regulations) is applied, make a public notice of the following matters:
(i) The description and number of Share Options for Subscription to be allotted to said Reorganization Creditor, etc. or member;
(ii) The date set forth in Article 176, item (iii) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 266, paragraph (2); and
(iii) A statement to the effect that the right to receive the allotment of Share Options for Subscription set forth in Article 176, item (iii) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 266, paragraph (2) may be assigned.
(3) The notice or public notice under the provision of the preceding paragraph shall be given two weeks before the date set forth in item (ii) of said paragraph.
(4) A person who holds the right to receive the allotment of Share Options for Subscription set forth in Article 176, item (iii) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 266, paragraph (2) shall lose said right when, despite the fact that a Converted Stock Company gave notice or public notice under the provision of paragraph (2), he/she fails to apply to subscribe for Share Options for Subscription by the date set forth in item (ii) of said paragraph.
(5) In the case prescribed in paragraph (2), in cases where the number of Share Options for Subscription to be allotted to a Reorganization Creditor, etc. or member who holds the right to receive the allotment of Share Options for Subscription set forth in Article 176, item (iii) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 266, paragraph (2) includes a fraction less than one unit, such fraction shall be rounded off.
(6) In cases where the solicitation of subscribers for Share Options for Subscription by a Converted Stock Company is specified in the Reorganization Plan pursuant to the provision of Article 176 of said Act as applied mutatis mutandis pursuant to Article 266, paragraph (2), the provisions of Article 238, paragraph (5) Article 247, Article 285, paragraph (1), items (i) and (ii), Article 286, Article 286-2, paragraph (1), item (i) and Article 286-3 of the Companies Act shall not apply.
(7) In the case prescribed in the preceding paragraph, when share options with provisions on matters listed in Article 236, paragraph (1), item (iii) of the Companies Act are exercised before the close of Reorganization Proceedings, the provision of Article 284 of said Act shall not apply.
(Special Provisions on Solicitation of Subscribers for Bonds for Subscription of Converted Stock Company)
Article 310 (1) In cases where the granting of the right to receive the allotment of Bonds for subscription set forth in Article 177, item (iv) of the Corporate Reorganization Act to a Reorganization Creditor, etc. or member is specified in the Reorganization Plan pursuant to the provision of said item as applied mutatis mutandis pursuant to Article 266, paragraph (2), the Converted Stock Company shall make notification of the following matters to such Reorganization Creditor, etc. or member, and when bearer form Bond certificates are issued for Reorganization Claims, etc. of the Reorganization Creditor, etc. who holds said right, or when the provision of Chapter IV of the Act on Book-Entry Transfer of Company Bonds, Shares, etc. as applied mutatis mutandis pursuant to Article 117 of said Act (including the cases where applied mutatis mutandis pursuant to said Act or any other laws and regulations) is applied, make a public notice of the following matters:
(i) The classes of Bonds for subscription to be allotted to said Reorganization Creditor, etc. or member, and the total amount for each class of Bonds for subscription;
(ii) The date set forth in Article 177, item (iv) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 266, paragraph (2); and
(iii) A statement to the effect that the right to receive the allotment of Bonds for subscription set forth in Article 177, item (iv) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 266, paragraph (2) may be assigned.
(2) The notice or public notice under the provision of the preceding paragraph shall be given two weeks before the date set forth in item (ii) of said paragraph.
(3) A person who holds the right to receive the allotment of Bonds for subscription set forth in Article 177, item (iv) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 266, paragraph (2) shall lose said right when, despite the fact that a Converted Stock Company gave notice or public notice under the provision of paragraph (1), he/she fails to apply to subscribe for Bonds for subscription by the date set forth in item (ii) of said paragraph.
(4) In the case prescribed in paragraph (1), in cases where the number of Bonds for subscription to be allotted to a Reorganization Creditor, etc. or member who holds the right to receive the allotment of Bonds for subscription set forth in Article 177, item (iv) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 266, paragraph (2) includes a fraction less than one unit, such fraction shall be rounded off.
(Special Provisions on Share Exchange on Entity Conversion)
Article 311 (1) In cases where share exchange on entity conversion by a Company under Reorganization is specified in the Reorganization Plan pursuant to the provision of Article 267, if there is any provision on the matters listed in item (ii), sub-item (a) of said Article, the Reorganization Creditor, etc. shall become the shareholder of the shares set forth in item (ii), sub-item (a) of said Article, in accordance with the provisions on the matters listed in item (iii) of said Article, on the day on which the entity conversion comes into effect (hereinafter referred to as "Effective Date" in this Article).
(2) In cases where the share exchange on entity conversion is specified in the Reorganization Plan pursuant to the provision of Article 267, in the cases listed in each of the following items, the members of the Company under Reorganization shall become the persons prescribed in the respective items, in accordance with the provisions on the matters listed in item (v) of said Article, on the Effective Date:
(i) In cases where there is a provision on the matters listed in Article 267, item (iv), sub-item (a), the bondholder of bonds referred to in sub-item (a) of said item;
(ii) In cases where there is a provision on the matters listed in Article 267, item (iv), sub-item (b), the holder of share options referred to in sub-item (b) of said item; and
(iii) In cases where there is a provision on the matters listed in Article 267, item (iv), sub-item (c), the bondholder of bonds with share options referred to in sub-item (c) of said item and the holder of share options attached to said bonds with share options.
(Special Provisions on Share Transfer on Entity Conversion)
Article 312 (1) In cases where share transfer on entity conversion by a Company under Reorganization is specified in the Reorganization Plan pursuant to the provision of Article 268, if there is any provision on the matters listed in item (ii), sub-item (a) of said Article, a Reorganization Creditor, etc. shall become the shareholder of the shares set forth in item, item (ii), sub-item (a) of said Article, in accordance with the provisions on the matters listed in item (iii) of said Article, on the date of the establishment of a Wholly Owning Parent Company Formed by Share Transfer on Entity Conversion.
(2) In cases where the share transfer on entity conversion is specified in the Reorganization Plan pursuant to the provision of Article 268, in the cases listed in each of the following items, the members of the Company under Reorganization shall become the persons prescribed in the respective items, in accordance with the provisions on the matters listed in item (v) of said Article, on the date of the establishment of the Wholly Owning Parent Company Formed by Share Transfer on Entity Conversion:
(i) In cases where there is any provision on the matters listed in Article 268, item (iv), sub-item (a), the bondholder of bonds referred to in sub-item (a) of said item;
(ii) In cases where there is any provision on the matters listed in Article 268, item (iv), sub-item (b), the holder of share options referred to in sub-item (b) of said item; and
(iii) In cases where there is any provision on the matters listed in Article 268, item (iv), sub-item (c), the bondholder of bonds with share options referred to in sub-item (c) of said item and the holder of share options attached to said bonds with share options.
(Special Provisions on Dissolution)
Article 313 (1) In cases where the dissolution of a Company under Reorganization is specified in the Reorganization Plan pursuant to the provision of the main clause of Article 178 of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 269, the Company under Reorganization shall be dissolved at the time specified in the Reorganization Plan.
(2) In the case set forth in the preceding paragraph, the provisions of Article 156-2 and Article 157 of the Insurance Business Act shall not apply.
(Special Provisions on Absorption-Type Merger)
Article 314 (1) In cases where the Absorption-Type Merger prescribed in Article 270, paragraph (1) by a Company under Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph, if there is any provision on the matters listed in item (ii) of said paragraph, the Reorganization Creditor, etc. shall become the fund contributor set forth in item (ii) of said paragraph, in accordance with the provisions on the matters listed in item (iii) of said paragraph, on the day on which the Absorption-Type Merger comes into effect (hereinafter referred to as "Effective Date" in this Article).
(2) In cases where the Absorption-Type Merger prescribed in Article 270, paragraph (1) by a Company under Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph, if there is any provision on the matters listed in item (iv) of said paragraph, the members of the Company under Reorganization shall become the bondholders of bonds referred to in item (iv) of said paragraph, in accordance with the provisions on the matters listed in item (v) of said paragraph, on the Effective Date.
(3) In cases where the Absorption-Type Merger prescribed in Article 270, paragraph (1) by a Company under Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph, the provision of Article 740 of the Companies Act as applied mutatis mutandis pursuant to Article 61-8, paragraph (2) of the Insurance Business Act and the provisions of Article 165-15, Article 165-16-2 and Article 165-17 of the Insurance Business Act shall not apply to the Company under Reorganization.
(4) In cases where the Absorption-Type Merger prescribed in Article 270, paragraph (2) by a Company under Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph, if there is any provision on the matters listed in item (ii), sub-item (a) of said paragraph, the Reorganization Creditor, etc. shall become the shareholder of the shares referred to in item (ii), sub-item (a) of said paragraph, in accordance with the provisions on the matters listed in item (iii) of said paragraph, on the Effective Date.
(5) In cases where the Absorption-Type Merger prescribed in Article 270, paragraph (2) by a Company under Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph, in the cases listed in each of the following items, the fund contributors or members of the Company under Reorganization shall become the persons prescribed in the respective items, in accordance with the provisions on the matters listed in item (v) of said paragraph, on the Effective Date:
(i) In cases where there is a provision on the matters listed in Article 270(2)(iv)(a), the bondholder of bonds referred to in sub-item (a) of said item;
(ii) In cases where there is a provision on the matters listed in Article 270, paragraph (2), item (iv), sub-item (b), the holder of share options referred to in sub-item (b) of said item; and
(iii) In cases where there is a provision on the matters listed in Article 270, paragraph (2), item (iv), sub-item (c), the bondholder of bonds with share options referred to in sub-item (c) of said item and the holder of share options attached to said bonds with share options.
(6) In the case prescribed in the preceding paragraph, the provision of Article 740 of the Companies Act as applied mutatis mutandis pursuant to Article 61-8, paragraph (2) of the Insurance Business Act and the provisions of Article 165-15, Article 165-16-2 and Article 165-17 of the Insurance Business Act shall not apply to a Company under Reorganization.
(7) In cases where the Absorption-Type Merger prescribed in Article 270, paragraph (3) by a Company under Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph, if there is any provision on the matters listed in item (ii) of said paragraph, the members of a Company Extinguished upon an Absorption-Type Merger shall become the bondholders of the bonds referred to in item (ii) of said paragraph, in accordance with the provisions on the matters listed in item (iii) of said paragraph, on the Effective Date.
(8) In cases where the Absorption-Type Merger prescribed in Article 270, paragraph (3) by a Company under Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph, the provision of Article 740 of the Companies Act as applied mutatis mutandis pursuant to Article 61-8, paragraph (2) of the Insurance Business Act, Article 165-19 of the Insurance Business Act, and Articles 165-16-2 and 165-17 of the Insurance Business Act as applied mutatis mutandis pursuant to Article 165-20 of said Act shall not apply to the Company under Reorganization.
(Special Provisions on Consolidation-Type Merger)
Article 315 (1) In cases where the Consolidation-Type Merger prescribed in Article 271, paragraph (1) by a Company under Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph, if there is any provision on the matters listed in item (ii) of said paragraph, a Reorganization Creditor, etc. shall become the fund contributor referred to in item (ii) of said paragraph, in accordance with the provisions on the matters listed in item (iii) of said paragraph, on the day on which a Company Established by Consolidation-Type Merger is established.
(2) In cases where the Consolidation-Type Merger prescribed in Article 271, paragraph (1) by a Company under Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph, if there is any provision on the matters listed in item (iv) of said paragraph, the members of a Company Extinguished upon a Consolidation-Type Merger shall become the bondholders of bonds referred to in item (iv) of said paragraph, in accordance with the provisions on the matters listed in item (v) of said paragraph, on the day on which the Company Established by Consolidation-Type Merger is established.
(3) In cases where the Consolidation-Type Merger prescribed in Article 271, paragraph (1) by a Company under Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph, the provisions of Article 740 of the Companies Act as applied mutatis mutandis pursuant to Article 61-8, paragraph (2) of the Insurance Business Act and the provisions of Article 165-15, Article 165-16-2 and Article 165-17 of the Insurance Business Act shall not apply to a Company under Reorganization.
(4) In cases where the Consolidation-Type Merger prescribed in Article 271, paragraph (2) by a Company under Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph, if there is any provision on the matters listed in item (ii) of said paragraph, the Reorganization Creditor, etc. shall become the shareholder of the shares referred to in item (ii) of said paragraph, in accordance with the provisions on the matters listed in item (iii) of said paragraph, on the day on which a Company Established by Consolidation-Type Merger is established.
(5) In cases where the Consolidation-Type Merger prescribed in Article 271, paragraph (2) by a Company under Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph, in the cases listed in each of the following items, the fund contributors, members or shareholders of a Company Extinguished upon a Consolidation-Type Merger shall become the persons prescribed in the respective items, in accordance with the provisions on the matters listed in item (v) of said paragraph, on the day on which the Company Established by Consolidation-Type Merger is established:
(i) In cases where there is a provision on the matters listed in Article 271, paragraph (2), item (iv), sub-item (a), the bondholder of bonds referred to in sub-item (a) of said item;
(ii) In cases where there is a provision on the matters listed in Article 271, paragraph (2), item (iv), sub-item (b), the holder of share options referred to in sub-item (b) of said item; and
(iii) In cases where there is a provision on the matters listed in Article 271, paragraph (2), item (iv), sub-item (c), the bondholder of bonds with share options referred to in sub-item (c) of said item and the holder of share options attached to said bonds with share options.
(6) In the case prescribed in the preceding paragraph, the provision of Article 740 of the Companies Act as applied mutatis mutandis pursuant to Article 61-8, paragraph (2) of the Insurance Business Act and the provision of Article 165-15, Article 165-16-2 and Article 165-17 of the Insurance Business Act shall not apply to a Company under Reorganization.
(Special Provisions on Establishment of New Mutual Company or New Stock Company)
Article 316 (1) In cases where the establishment of a New Mutual Company or a new Stock Company is specified in the Reorganization Plan pursuant to the provision of the main clause of Article 272 or the provision of the main clause of Article 183 of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 273, the duties of the incorporator concerning said New Mutual Company or new Stock Company (hereinafter referred to as "New Juridical Person" in this Article) shall be performed by the trustee.
(2) In the case prescribed in the preceding paragraph, the articles of incorporation of the New Juridical Person shall not come into effect unless the certification of the Court has been obtained.
(3) In the case prescribed in paragraph (1), a resolution of the organizational meeting of the New Juridical Person may be adopted only if the content of such resolution does not defeat the purpose of the Reorganization Plan.
(4) In the case prescribed in paragraph (1), when the New Juridical Person is not established, a Company under Reorganization shall be responsible for any act performed by the trustee in relation to the establishment of the New Juridical Person pursuant to the provision of said paragraph and bear the expenses disbursed in relation to the establishment of the New Juridical Person.
(5) The provisions of Article 299, paragraphs (1) to (3) shall apply mutatis mutandis to the appointment or selection of the Director at Incorporation, etc. at the time of establishment of a New Mutual Company in the case prescribed in paragraph (1); the provision of paragraph (6) of said Article shall apply mutatis mutandis to the term of office of director, etc. of the New Mutual Company in cases where a Director at Incorporation, etc. of the New Mutual Company becomes the director, etc. of the New Mutual Company after the establishment of the New Mutual Company; the provision of Article 303 shall apply mutatis mutandis to the cases where the right to receive the allotment of the contribution to the funds of the New Mutual Company is to be granted to the Reorganization Creditor, etc. or member; the provision of Article 304 shall apply mutatis mutandis to the solicitation of subscribers for Bonds for subscription of the New Mutual Company; and the provision of Article 305 shall apply mutatis mutandis to the allotment of the contribution to the funds or the issue of bonds at the time of establishment of the New Mutual Company in exchange for the extinguishment of the right of the Reorganization Creditor, etc. or member. In this case, the term "Article 261" in Article 299, paragraphs (1) and (2) shall be deemed to be replaced with "Article 272, item (vii) or (viii)"; the phrase "an order of confirmation of the Reorganization Plan is made" in paragraph (1) of said Article shall be deemed to be replaced with "a New Mutual Company was established"; the phrase "Article 261, paragraph (1), items (i) to (iii) or (vii) or paragraph (2), item (ii)" in paragraph (3) of said Article shall be deemed to be replaced with "Article 272, item (viii), sub-item (b), (d) or (e)"; the term "Article 263, paragraph (iii)" in Article 303, paragraphs (1), (3) and (4) shall be deemed to be replaced with "Article 272, item (iv)"; the term "Company under Reorganization" in paragraphs (1) and (3) of said Article and Article 304, paragraphs (1) and (3) shall be deemed to be replaced with "New Mutual Company"; the term "Article 264, item (iv)" in paragraphs (1), (3) and (4) of said Article shall be deemed to be replaced with "Article 272, item (x)"; the phrase "an order of confirmation of the Reorganization Plan is made" in paragraph Article 305 shall be deemed to be replaced with "a New Mutual Company was established"; the term "Article 265, paragraph (1)" in paragraph (1) of said Article and the term "Article 265, paragraph (2)" in paragraph (2) of said Article shall be deemed to be replaced with "Article 272, item (xi)"; and the phrase "item (iii) of said paragraph" in paragraph (1) of said Article and the phrase "item (vii) of said paragraph" in paragraph (2) of said Article shall be deemed to be replaced with "said item."
(6) The provisions of Article 211, paragraphs (1) to (3) of the Corporate Reorganization Act shall apply mutatis mutandis to the appointment or selection of Director at Incorporation, etc. (meaning Director at Incorporation, etc. prescribed in Article 183, item (x) of said Act as applied mutatis mutandis pursuant to Article 273; hereinafter the same shall apply in this paragraph) at the time of incorporation of a new Stock Company in the case prescribed in paragraph (1), and the provision of Article 211, paragraph (6) of said Act shall apply mutatis mutandis to the term of office of director of new company, etc. (meaning director of new company, etc. prescribed in said item; hereinafter the same shall apply in this paragraph) in cases where a Director at Incorporation, etc. of the new Stock Company becomes such director of new company, etc. after the incorporation of the new Stock Company. In this case, the term "Article 173" in Article 211, paragraphs (1) and (2) of said Act shall be deemed to be replaced with "Article 183, item (viii) or (ix) as applied mutatis mutandis pursuant to Article 273 of the Special Treatment Act"; the term "each committee" in paragraphs (1) and (3) of said Article shall be deemed to be replaced with "each committee (meaning each committee prescribed in Article 261, paragraph (1), item (iii) of the Special Treatment Act)"; the phrase "an order of confirmation of the Reorganization Plan is made" in paragraph (1) of said Article shall be deemed to be replaced with "the new Stock Company (meaning new Stock Company prescribed in Article 294, paragraph (1), item (v) of the Special Treatment Act) was incorporated"; the phrase "Article 173, paragraph (1), items (ii) to (iv) or (viii) or paragraph (2), item (ii)" in paragraph (3) of said Article shall be deemed to be replaced with "Article 183, item (ix), sub-item (a) or (e) as applied mutatis mutandis pursuant to Article 273 of the Special Treatment Act."
(7) The provisions of Article 308, paragraphs (2) to (5) shall apply mutatis mutandis to the cases where the Reorganization Creditor, etc. or member is to be granted the right to receive the allotment of Shares Solicited at Incorporation (meaning Shares Solicited at Incorporation prescribed in Article 58, paragraph (1) of the Companies Act; hereinafter the same shall apply in this Chapter) of a new Stock Company set forth in Article 183, item (v) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 273; the provisions of Article 309 and Article 310 shall apply mutatis mutandis to the solicitation of subscribers for Share Options for Subscription or Bonds for subscription of a new Stock Company; and the provision of Article 217-2 of the Corporate Reorganization Act shall apply mutatis mutandis to the issue of Shares Issued at Incorporation, share options or bonds of a new Stock Company in exchange for the extinguishment of the right of the Reorganization Creditor, etc. or member. In this case, the term "Converted Stock Company" in Article 308(2) and (4), Article 309, paragraphs (2) and (4) and Article 310, paragraphs (1) and (3) shall be deemed to be replaced with "new Stock Company"; the phrase "Article 175(iii) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 266, paragraph (2)" in Article 308, paragraph (2), items (ii) and (iii), paragraphs (4) and (5) shall be deemed to be replaced with "Article 183, item (v) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 273"; the phrase "Article 176 of said Act as applied mutatis mutandis pursuant to Article 266, paragraph (2)" in Article 309, paragraph (1) shall be deemed to be replaced with "Article 183, item (xi) of said Act as applied mutatis mutandis pursuant to Article 273"; the phrase "Article 176, item (iii) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 266, paragraph (2)" in paragraphs (2), (4) and (5) of said Article and the phrase "Article 176 of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 266, paragraph (2)" in paragraph (6) of said Article shall be deemed to be replaced with "Article 183, item (xi) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 273"; the phrase "Article 177, item (iv) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 266, paragraph (2)" in Article 310, paragraphs (1), (3) and (4) shall be deemed to be replaced with "Article 183, item (xii) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 273"; the terms "Article 177-2, paragraph (1)" and "item (iii) of said paragraph" in Article 217-2, paragraph (1) of said Act, the terms "Article 177-2, paragraph (2)" and "item (vi) of said paragraph" in paragraph (2) of said Article, and "Article 177-2, paragraph (3)" and "item (vii) of said paragraph" in paragraph (3) of said Article shall be deemed to be replaced with "Article 183, item (xiii) as applied mutatis mutandis pursuant to Article 273 of the Special Treatment Act"; the phrase "or shareholders" in said Article shall be deemed to be replaced with "or member"; and the phrase "an order of confirmation of the Reorganization Plan is made" shall be deemed to be replaced with "the new Stock Company (meaning new Stock Company prescribed in Article 294, paragraph (1), item (v) of the Special Treatment Act) was incorporated."
(8) When the establishment of a New Mutual Company is specified in the case prescribed in paragraph (1), the provisions of Article 22, paragraph (2), Article 23, paragraph (1), item (ix) and paragraph (4), Article 24, paragraph (2), Article 28, paragraph (1), item (i) (limited to the part pertaining to the name of the notary) and (ii) (limited to the part pertaining to Article 23, paragraph (1), item (ix) of the Insurance Business Act), Article 30-7, paragraph (1), items (i) (limited to the part pertaining to the name of the notary) and (ii) (limited to the part pertaining to Article 23, paragraph (1), item (ix) of said Act), Article 30-8, paragraph (1), Article 30-10, paragraphs (1) and (8), Article 30-11 (limited to the part pertaining to the matters listed in paragraph (1), items (i) and (ii) of said Article) and Article 30-14 of the Insurance Business Act shall not apply.
(9) When the incorporation of a new Stock Company is specified in the case prescribed in paragraph (1), the provisions of Article 25, paragraph (1), item (i) and paragraph (2), Article 26, paragraph (2), Article 27, item (v), Article 30, Part II Chapter I Section 3 (excluding Article 37, paragraph (3)), Section 4 (excluding Article 39), Sections 5 and 6, Article 50, Article 51, Section 8 of said Chapter, Article 58, Article 59, paragraph (1), items (i) (limited to the part pertaining to the name of the notary) and (ii) (limited to the part pertaining to the matters listed in Article 27, item (v) and the items of Article 32, paragraph (1) of the Companies Act) and (iii), Article 65, paragraph (1), Article 88 to Article 90 inclusive, Article 93 and Article 94 (limited to the part pertaining to the matters listed in Article 93, paragraph (1), items (i) and (ii) of said Act in the same provisions) and Article 103 of the Companies Act shall not apply.
(Treatment of Retirement Allowance of Persons Transferred to Converted Mutual Company, etc.)
Article 317 (1) A person who was a director, etc. or an employee prescribed in Article 295, paragraph (1), item (ii) of a Company under Reorganization after the commencement of Reorganization Proceedings, retired from the Company under Reorganization upon entity conversion of the Company under Reorganization or upon the establishment of a New Mutual Company or new Stock Company as specified in the Reorganization Plan and successively became a director, etc. or an employee prescribed in said item of a Converted Stock Company or director, etc. or an employee prescribed in said item of the New Mutual Company or new Stock Company may not receive the payment of a retirement allowance from the Company under Reorganization.
(2) The period of service of the person prescribed in the preceding paragraph at the Company under Reorganization for the calculation of retirement allowance shall be deemed to be the period of service at the Converted Stock Company, New Mutual Company or new Stock Company.
(Special Provision on Jurisdiction)
Article 318 Notwithstanding the provision of Article 868, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 90, paragraph (3) of the Insurance Business Act, cases pertaining to the petition for permission under the provision of Article 234, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 90, paragraph (3) of the Insurance Business Act in cases where the entity conversion of a Company under Reorganization is specified in the Reorganization Plan shall be under the jurisdiction of the Reorganization Court until the close of Reorganization Proceedings.
(Assignment of Right to Receive the Allotment of Contributions to Funds, etc.)
Article 319 (1) In cases where the right to receive the allotment of the contribution to the funds or Bonds for subscription of a Company under Reorganization or New Mutual Company was granted to a Reorganization Creditor, etc. or member as specified in the Reorganization Plan, such right may be assigned to another person.
(2) In cases where the right to receive the allotment of Shares for Subscription, Shares Issued upon Entity Conversion, Shares Solicited at Incorporation, Share Options for Subscription or Bonds for subscription of a Converted Stock Company or new Stock Company was granted to a Reorganization Creditor, etc. or member as specified in the Reorganization Plan, such right may be assigned to another person.
(Special Provisions on Act on Prohibition of Private Monopolization and Maintenance of Fair Trade)
Article 320 The provision of Article 229 of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where, as specified in a Reorganization Plan, a Reorganization Creditor, etc. or member is to acquire shares of a Converted Stock Company or a Stock Company incorporated as specified in the Reorganization Plan.
(Succession to Right based on Permission, Confirmation, etc.)
Article 321 When the transfer of rights and duties based on permission, confirmation, license or any other disposition obtained from an administrative agency by a Company under Reorganization to a New Mutual Company or new Stock Company is specified in the Reorganization Plan, notwithstanding the provisions of any other laws and regulations, said New Mutual Company or new Stock Company shall succeed to the rights and duties.
(Special Provisions on Corporation Tax Act, etc.)
Article 321-2 (1) When the succession to obligations pertaining to the Right to Claim Tax, etc. of a Company under Reorganization by a New Mutual Company or a new Stock Company is specified in the Reorganization Plan, said New Mutual Company or new Stock Company shall be liable to perform said obligation, and the Company under Reorganization shall be relieved from said obligation.
(2) When an Order of Commencement of Reorganization Proceedings is made, the business year of a Company under Reorganization shall end at the time of the commencement thereof, and the subsequent business year shall end at the time when the Reorganization Plan is confirmed (when Reorganization Proceedings are closed by that time, the day on which the Reorganization Proceedings were closed); provided, however, that this shall not preclude the application of the provision of the proviso to Article 13, paragraph (1) of the Corporation Tax Act and Article 72-13, paragraph (4) of the Local Tax Act.
(3) The provisions of Article 71 or Article 81-19 the Corporation Tax Act and Article 72-26 of the Local Tax Act shall not apply to corporation tax or business tax for the business year or the consolidated business year of a Company under Reorganization that is continuing at the time of commencement of Reorganization Proceedings.
Subsection 3 Modification of Reorganization Plan
Article 322 (1) The provisions of Article 233, paragraphs (1) to (5) of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where the need to modify any matters specified in the Reorganization Plan arises due to unavoidable reasons after an order of confirmation of the Reorganization Plan of a Mutual Company is made.
(2) An immediate appeal may be filed against the order prescribed in Article 233, paragraph (5) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to the preceding paragraph.
(3) The provisions of Article 293, paragraph (2) and Article 202, paragraphs (2) to (5) of the Corporate Reorganization Act shall apply mutatis mutandis to the case referred to in the preceding paragraph. In this case, the phrase "Article 202, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to the preceding paragraph" in Article 293, paragraph (2) shall be deemed to be replaced with "Article 322, paragraph (2)"; the phrase "Article 168, paragraph (1), items (iv) to (vi)" in Article 202, paragraph (2) of said Act shall be deemed to be replaced with "Article 260, paragraph (1), item (iv) or (vi) of the Special Treatment Act"; and the term "Article 13" in paragraph (5) of said Article shall be deemed to be replaced with "Article 177 of the Special Treatment Act."
(4) The provision of Article 72, paragraph (7) of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where the provisions of the Reorganization Plan are revoked under the provision of the first sentence of Article 72, paragraph (4) of said Act as applied mutatis mutandis pursuant to Article 211 due to the modification of the Reorganization Plan. In this case, the term "Article 10, paragraph (4)" in Article 72, paragraph (7) of said Act shall be deemed to be replaced with "Article 10, paragraph (4) as applied mutatis mutandis pursuant to Article 175 of the Special Treatment Act."
Section 9 Close of Reorganization Proceedings
Subsection 1 Grounds for Close of Reorganization Proceedings
Article 323 The provision of Article 234 of the Corporate Reorganization Act shall apply mutatis mutandis to the close of Reorganization Proceedings for a Mutual Company. In this case, the term "Article 44, paragraph (1)" in item (ii) of said Article shall be deemed to be replaced with "Article 44, paragraph (1) as applied mutatis mutandis pursuant to Article 196 of the Special Treatment Act."
Subsection 2 Close of Reorganization Proceedings Before Confirmation of Reorganization Plan
Division 1 Order of Disconfirmation of the Reorganization Plan
(Effect of Entries in Schedule of Reorganization Creditor, etc. Upon Order of Disconfirmation Becoming Final and Binding)
Article 324 The provision of Article 235 of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where an order of disconfirmation of the Reorganization Plan becomes final and binding in Reorganization Proceedings for a Mutual Company. In this case, the phrase "for Reorganization Claims, etc." in paragraph (1) of said Article shall be deemed to be replaced with "for Reorganization Claims, etc. or membership rights"; the phrase "Article 147, paragraph (2), Article 148, paragraph (4) or the second sentence of Article 149, paragraph (3)" in paragraph (2) of said Article shall be deemed to be replaced with "Article 147, paragraph (2), Article 148, paragraph (4) or the second sentence of Article 149, paragraph (3) as applied mutatis mutandis pursuant to Article 254 of the Special Treatment Act."
Division 2 Discontinuance of Reorganization Proceedings Before Confirmation of Reorganization Plan
(Discontinuance, etc. of Reorganization Proceedings in Cases where Reorganization is Difficult)
Article 325 (1) The provisions of Article 236, Article 237 and Article 238, paragraphs (1) to (5) of the Corporate Reorganization Act shall apply mutatis mutandis to an order of discontinuance of Reorganization Proceedings in Reorganization Proceedings for a Mutual Company. In this case, the phrase "the main clause of Article 198, paragraph (1)" in Article 236, item (iii) of said Act shall be deemed to be replaced with "the main clause of Article 198, paragraph (1) as applied mutatis mutandis pursuant to Article 289 of the Special Treatment Act"; the term "Article 138, paragraph (1)" in Article 237, paragraph (1) of said Act shall be deemed to be replaced with "Article 138, paragraph (1) as applied mutatis mutandis pursuant to Article 248 of the Special Treatment Act"; the term "Article 17, paragraph (1)" shall be deemed to be replaced with "Article 180, paragraph (1) of the Special Treatment Act"; and the term "Article 13" in Article 238, paragraph (3) of said Act shall be deemed to be replaced with "Article 177 of the Special Treatment Act."
(2) The provision of Article 235 of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where an order of discontinuance of Reorganization Proceedings becomes final and binding under the provision of Article 236 or Article 237 of said Act as applied mutatis mutandis pursuant to the preceding paragraph. In this case, the phrase "for Reorganization Claims, etc." in Article 235, paragraph (1) of said Act shall be deemed to be replaced with "for Reorganization Claims, etc. or membership rights"; the phrase "Article 147, paragraph (2), Article 148, paragraph (4) or the second sentence of Article 149, paragraph (3)" in paragraph (2) of said Article shall be deemed to be replaced with "Article 147, paragraph (2), Article 148, paragraph (4) or the second sentence of Article 149, paragraph (3) as applied mutatis mutandis pursuant to Article 254 of the Special Treatment Act."
Subsection 3 Close of Reorganization Proceedings After Confirmation of Reorganization Plan
Division 1 Termination of Reorganization Proceedings
(Order of Termination of Reorganization Proceedings)
Article 326 The provision of Article 239 of the Corporate Reorganization Act shall apply mutatis mutandis to an order of termination of Reorganization Proceedings in Reorganization Proceedings for a Mutual Company.
(Effect of Entries in Schedule of Reorganization Creditor, etc. After Termination of Reorganization Proceedings)
Article 327 The provision of Article 240 of the Corporate Reorganization Act shall apply mutatis mutandis to the effect of entries in the schedule of Reorganization Creditors and the schedule of Secured Reorganization Creditors after the termination of Reorganization Proceedings in Reorganization Proceedings for a Mutual Company.
Division 2 Discontinuance of Reorganization Proceedings After Confirmation of Reorganization Plan
Article 328 (1) The provisions of Article 241, paragraphs (1) to (3) of the Corporate Reorganization Act shall apply mutatis mutandis to an order of discontinuance of Reorganization Proceedings for a Mutual Company.
(2) The provisions of Article 238, paragraphs (1) to (3) of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where an order of discontinuance of Reorganization Proceedings is made under the provision of Article 241, paragraph (1) of said Act as applied mutatis mutandis pursuant to the preceding paragraph, the provision of Article 238, paragraph (4) of said Act shall apply mutatis mutandis to the cases where an order to revoke said order becomes final and binding, and the provision of Article 240 of said Act shall apply mutatis mutandis to the cases where an order of discontinuance of Reorganization Proceedings becomes final and binding under the provision of Article 241, paragraph (1) of said Act as applied mutatis mutandis pursuant to the preceding paragraph. In this case, the term "Article 13" in Article 238, paragraph (3) of said Act shall be deemed to be replaced with "Article 177 of the Special Treatment Act."
Section 10 Special Provisions Where Foreign Insolvency Proceedings Exist
(Cooperation with Foreign Trustees)
Article 329 The provision of Article 242 of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where there are foreign insolvency proceedings (meaning proceedings commenced in a foreign state, which are equivalent to bankruptcy proceedings or rehabilitation proceedings; hereinafter the same shall apply in this Section) against a Company under Reorganization in Reorganization Proceedings for a Mutual Company.
(Presumption of the Grounds for Commencement of Reorganization Proceedings)
Article 330 The provision of Article 243 of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where there are foreign insolvency proceedings for a Mutual Company. In this case, the term "Article 17, paragraph (1)" in said Article shall be deemed to be replaced with "Article 180, paragraph (1) of the Special Treatment Act."
(Powers of Foreign Trustee, etc.)
Article 331 (1) The provisions of Article 244 and Article 245, paragraph (1) of the Corporate Reorganization Act shall apply mutatis mutandis to a foreign trustee in foreign insolvency proceedings for a Mutual Company (meaning a person who has a right to administer and dispose of the property of the Mutual Company in foreign insolvency proceedings). In this case, the term "Article 17, paragraph (1), item (i)" in Article 244, paragraph (1) of said Act shall be deemed to be replaced with "Article 180, paragraph (1), item (i) of the Special Treatment Act"; the term "Article 242, paragraph (1)" in paragraphs (2) and (3) of said Article shall be deemed to be replaced with "Article 242, paragraph (1) as applied mutatis mutandis pursuant to Article 329 of the Special Treatment Act"; the term "Article 184, paragraph (1)" in said paragraph shall be deemed to be replaced with "Article 184, paragraph (1) as applied mutatis mutandis pursuant to Article 277 of the Special Treatment Act"; and the term "Article 43, paragraph (1)" in paragraph (4) of said Article shall be deemed to be replaced with "Article 43, paragraph (1) as applied mutatis mutandis pursuant to Article 196 of the Special Treatment Act."
(2) The provisions of Article 245, paragraphs (2) and (3) of the Corporate Reorganization Act shall apply mutatis mutandis to a trustee in Reorganization Proceedings for a Mutual Company.
Section 11 Transfer Between Reorganization Proceedings and Other Insolvency Proceedings, etc.
Subsection 1 Transfer from Bankruptcy Proceedings to Reorganization Proceedings
(Petition for Commencement of Reorganization Proceedings Filed by Bankruptcy Trustee)
Article 331-2 The provision of Article 246 of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where a fact constituting the grounds for the commencement of Reorganization Proceedings prescribed in Article 180, paragraph (1) exists with regard to a Mutual Company, which is the bankrupt. In this case, the term "Article 20, paragraph (1)" in Article 246, paragraph (4) of said Act shall be deemed to be replaced with "Article 20, paragraph (1) as applied mutatis mutandis pursuant to Article 183 of the Special Treatment Act."
(Order Not to Require Filing of Proofs of Reorganization Claims)
Article 331-3 (1) Where the Court makes an Order of Commencement of Reorganization Proceedings, when it finds it appropriate while taking into consideration the content and cause of each bankruptcy claim filed in the bankruptcy proceedings to be stayed pursuant to the provision of Article 50, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 201, the number of denied/disputed bankruptcy claims prescribed in the main clause of Article 125, paragraph (1) of the Bankruptcy Act, whether or not any liquidating distribution will be made through the bankruptcy proceedings, and any other circumstances concerned, it may make an order, upon making said Order of Commencement of Reorganization Proceedings, to the effect that Reorganization Creditors who hold Reorganization Claims that have been filed as bankruptcy claims in said bankruptcy proceedings (excluding Right to Claim Tax, etc. prescribed in Article 97, item (iv) of said Act and right to claim a fine, etc. prescribed in item (vi) of said Article) shall not be required to file proofs of said Reorganization Claims.
(2) The provisions of Article 247, paragraphs (2) to (5) of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where an order under the provision of the preceding paragraph is made. In this case, the term "Article 43, paragraph (1)" in paragraph (2) of said Article shall be deemed to be replaced with "Article 43, paragraph (1) as applied mutatis mutandis pursuant to Article 196 of the Special Treatment Act"; the term "Article 138, paragraph (1)" in paragraphs (3) and (5) of said Article shall be deemed to be replaced with "Article 138, paragraph (1) as applied mutatis mutandis pursuant to Article 248 of the Special Treatment Act"; the term "Article 138, paragraph (1), item (i)" in paragraph (4), items (i) and (ii) of said Article shall be deemed to be replaced with "Article 138, paragraph (1), item (i) as applied mutatis mutandis pursuant to Article 248 of the Special Treatment Act"; and the term "Article 138, paragraph (1), item (ii)" in items (iii) and (iv) of said paragraph shall be deemed to be replaced with "Article 138, paragraph (1), item (ii) as applied mutatis mutandis pursuant to Article 248 of the Special Treatment Act."
Subsection 2 Transfer from Rehabilitation Proceedings to Reorganization Proceedings
(Petition for Commencement of Reorganization Proceedings Filed by Trustee in Rehabilitation Proceedings
Article 331-4 The provision of Article 248 of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where a fact constituting the grounds for the commencement of Reorganization Proceedings prescribed in Article 180, paragraph (1) exists with regard to a Mutual Company, which is the rehabilitation debtor. In this case, the term "Article 246, paragraph (3)" in Article 248, paragraph (3) of said Act shall be deemed to be replaced with "Article 246, paragraph (3) as applied mutatis mutandis pursuant to Article 331-2 of the Special Treatment Act"; and the term "Article 20, paragraph (1)" in paragraph (4) of said Article shall be deemed to be replaced with "Article 20, paragraph (1) as applied mutatis mutandis pursuant to Article 183 of the Special Treatment Act."
(Order Not to Require Filing of Proofs of Reorganization Claims)
Article 331-5 (1) Where the Court makes an Order of Commencement of Reorganization Proceedings, when it finds it appropriate while taking into consideration the content and cause of each rehabilitation claim filed in the rehabilitation proceedings to be stayed pursuant to the provision of Article 50,paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 201, the number of denied/disputed rehabilitation claims prescribed in the main clause of Article 105, paragraph (1) of the Civil Rehabilitation Act, whether or not any right will be modified by a rehabilitation plan and the content of such modification, and any other circumstances concerned, it may make an order, upon making said Order of Commencement of Reorganization Proceedings, to the effect that Reorganization Creditors who hold Reorganization Claims that have been filed as rehabilitation claims in said rehabilitation proceedings (excluding fines, etc. arising prior to the commencement of rehabilitation proceedings prescribed in Article 97, item (i) of said Act) shall not be required to file proofs of said Reorganization Claims.
(2) The provisions of Article 249, paragraphs (2) to (5) of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where an order under the provision of the preceding paragraph is made. In this case, the term "Article 43, paragraph (1)" in paragraph (2) of said Article shall be deemed to be replaced with "Article 43, paragraph (1) as applied mutatis mutandis pursuant to Article 196 of the Special Treatment Act"; the term "Article 138, paragraph (1)" in paragraphs (3) and (5) of said Article shall be deemed to be replaced with "Article 138, paragraph (1) as applied mutatis mutandis pursuant to Article 248 of the Special Treatment Act"; the term "Article 138, paragraph (1), item (i)" in paragraph (4), items (i) and (ii) of said Article shall be deemed to be replaced with "Article 138, paragraph (1), item (i) as applied mutatis mutandis pursuant to Article 248 of the Special Treatment Act"; and the term "Article 138, paragraph (1), item (ii)" in item (iii) of said paragraph shall be deemed to be replaced with "Article 138(1)(ii) as applied mutatis mutandis pursuant to Article 248 of the Special Treatment Act."
Subsection 3 Transfer from Reorganization Proceedings to Bankruptcy Proceedings
(Transfer of Bankruptcy Case where Order of Commencement of Reorganization Proceedings is Made)
Article 331-6 Where, before or after the commencement of bankruptcy proceedings, an Order of Commencement of Reorganization Proceedings is made against the same debtor, the Court (meaning a judge or panel of judges in charge of the bankruptcy case), when it finds it appropriate in order to handle said bankruptcy case, by its own authority, may transfer said bankruptcy case to the Reorganization Court.
(Petition for Commencement of Bankruptcy Proceedings Prior to Close of Reorganization Proceedings)
Article 331-7 (1) Where, with regard to the Company under Reorganization against which bankruptcy proceedings have not yet been commenced, an order of revocation of the Order of Commencement of Reorganization Proceedings or an order of discontinuance of Reorganization Proceedings or an order of disconfirmation of the Reorganization Plan is made, notwithstanding the provision of Article 50, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 201, a petition for commencement of bankruptcy proceedings may be filed with the Reorganization Court against said Company under Reorganization even before the respective order becomes final and binding. The same shall apply where, after the bankruptcy proceedings commenced against the Company under Reorganization have ceased to be effective as a result of an order of confirmation of the Reorganization Plan, an order of discontinuance of Reorganization Proceedings under the provision of Article 241, paragraph (1) of said Act as applied mutatis mutandis pursuant to Article 328, paragraph (1) is made.
(2) The provision of the first sentence of the preceding paragraph shall not apply to the cases where rehabilitation proceedings have already commenced for a Company under Reorganization prescribed in the first sentence of said paragraph.
(3) An order of commencement of bankruptcy proceedings based on the petition for commencement of bankruptcy proceedings filed under the provision of paragraph (1) may not be made unless the order prescribed in the first sentence of said paragraph or an order of discontinuance of Reorganization Proceedings set forth in the second sentence of said paragraph becomes final and binding.
(Order of Commencement of Bankruptcy Proceedings by the Court's Authority upon Close of Reorganization Proceedings)
Article 331-8 (1) Where, with regard to the Mutual Company against which bankruptcy proceedings have not yet been commenced, the Court, when it finds that a fact constituting the grounds set forth in Article 234, items (i) to (iv) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 323 exists with regard to said Mutual Company, by its own authority, may make an order of commencement of bankruptcy proceedings in accordance with the Bankruptcy Act; provided, however, that this shall not apply to the cases where rehabilitation proceedings have already been commenced for said Mutual Company.
(2) Where, after the bankruptcy proceedings commenced against the Company under Reorganization have ceased to be effective as a result of an order of confirmation of the Reorganization Plan, an order of discontinuance of Reorganization Proceedings under the provision of Article 241, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 328, paragraph (1) becomes final and binding, the Court, by its own authority, shall make an order of commencement of bankruptcy proceedings in accordance with the Bankruptcy Act; provided, however, that this shall not apply where the Court makes an order of commencement of bankruptcy proceedings based on a petition for commencement of bankruptcy proceedings under the provision of the second sentence of paragraph (1) of the preceding Article.
(Temporary Restraining Order Prior to Commencement of Bankruptcy Proceedings upon Close of Reorganization Proceedings, etc.)
Article 331-9 (1) In the following cases, the Court, when it finds it necessary, by its own authority, may issue a stay order under the provision of Article 24, paragraph (1) of the Bankruptcy Act, comprehensive prohibition order prescribed in Article 25, paragraph (2) of said Act, temporary restraining order under the provision of Article 28(1) of said Act, Provisional Administration Order prescribed in Article 91, paragraph (2) of said Act or temporary restraining order under the provision of Article 171, paragraph (1) of said Act (hereinafter referred to as "Temporary Restraining Order, etc." in this Article and Article 331-12, paragraph (4)):
(i) Where, with regard to the Mutual Company against which bankruptcy proceedings have not yet been commenced, an order of dismissal with prejudice on the merits of a petition for commencement of Reorganization Proceedings is made;
(ii) Where, with regard to the Company under Reorganization against which bankruptcy proceedings have not yet been commenced, an order of revocation of the Order of Commencement of Reorganization Proceedings, an order of discontinuance of Reorganization Proceedings or an order of disconfirmation of the Reorganization Plan becomes final and binding; or
(iii) Where, after the bankruptcy proceedings commenced against the Company under Reorganization have ceased to be effective as a result of an order of confirmation of the Reorganization Plan, an order of discontinuance of Reorganization Proceedings under the provision of Article 241, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 328, paragraph (1) becomes final and binding.
(2) If the Court, after issuing a Temporary Restraining Order, etc. under the provision of item (i) or (ii) of the preceding paragraph, has decided not to make an order of commencement of bankruptcy proceedings under the provision of the main clause of paragraph (1) of the preceding Article, it shall revoke said Temporary Restraining Order, etc. without delay.
(3) The Temporary Restraining Order, etc. issued under the provision of paragraph (1), item (i) shall cease to be effective when an order to revoke said order prescribed in said item is made.
(4) Notwithstanding the provisions of Article 24, paragraph (4), Article 25, paragraph (6), Article 28, paragraph (3), Article 91, paragraph (5) and Article 171, paragraph (4) of the Bankruptcy Act, no immediate appeal may be filed against an order made under the provision of paragraph (2).
(Application of the Bankruptcy Act in Bankruptcy Proceedings upon Close of Reorganization Proceedings)
Article 331-10 (1) In the following cases concerning the Mutual Company against which bankruptcy proceedings have not yet been commenced, for the purpose of application of the relevant provisions of the Bankruptcy Act (meaning the provisions of Article 71, paragraph (1), item (iv) and paragraph (2), items (ii) and (iii), Article 72, paragraph (1), item (iv) and paragraph (2), items (ii) and (iii), Article 160 (excluding paragraph (1), item (i)), Article 162 (excluding paragraph (1), item (ii)), Article 163, paragraph (2), Article 164, paragraph (1) (including cases where applied mutatis mutandis pursuant to paragraph (2) of said Article), Article 166 and Article 167, paragraph (2) (including cases where applied mutatis mutandis pursuant to Article 170, paragraph (2) of said Act) of the Bankruptcy Act; the same shall apply in paragraph (3)), a petition for commencement of Reorganization Proceedings, etc. (meaning a petition for commencement of Reorganization Proceedings, petition for commencement of special liquidation in special liquidation proceedings that have ceased to be effective as a result of the commencement of Reorganization Proceedings, petition for commencement of rehabilitation proceedings in rehabilitation proceedings that have ceased to be effective as a result of an order of confirmation of the Reorganization Plan, or any act conducted by a director or executive officer of said Mutual Company or any other person equivalent thereto, which shall constitute the crime set forth in Article 265 of the Bankruptcy Act; hereinafter the same shall apply in this paragraph) shall be deemed to be a petition for commencement of bankruptcy proceedings only where no petition for commencement of bankruptcy proceedings has been filed prior to said petition for commencement of Reorganization Proceedings, etc.:
(i) Where an order of commencement of bankruptcy proceedings is made under the provision of the main clause of Article 331-8, paragraph (1);
(ii) Where, based on a petition for commencement of bankruptcy proceedings filed before an order of dismissal with prejudice on the merits of a petition for commencement of Reorganization Proceedings becomes final and binding, an order of commencement of bankruptcy proceedings is made after said order of dismissal becomes final and binding;
(iii) Where, based on a petition for commencement of bankruptcy proceedings filed before an order of commencement of Reorganization Proceedings is made, an order of commencement of bankruptcy proceedings is made after any grounds set forth in Article 234, item (ii) or (iii) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 323 have arisen, or after an order of discontinuance of Reorganization Proceedings under the provision of Article 236 or Article 237, paragraph (1) of said Act as applied mutatis mutandis pursuant to Article 325, paragraph (1) becomes final and binding; or
(iv) Where, based on a petition for commencement of bankruptcy proceedings filed under the provision of the first sentence of Article 331-7, paragraph (1), an order of commencement of bankruptcy proceedings is made.
(2) For the purpose of application of the provision of the first sentence of Article 176 of the Bankruptcy Act in cases where an order of commencement of bankruptcy proceedings prescribed in the items of the preceding paragraph is made upon the close of Reorganization Proceedings as a result of an order of disconfirmation of the Reorganization Plan or order of discontinuance of Reorganization Proceedings becoming final and binding, the respective dates on which the following orders are made shall be deemed to be the date of commencement of bankruptcy proceedings set forth in the first sentence of said Article.
(i) Order of Commencement of Reorganization Proceedings
(ii) Order of commencement of rehabilitation proceedings that have ceased to be effective in the rehabilitation proceedings as a result of an order of confirmation of the Reorganization Plan
(3) For the purpose of application of the relevant provisions of the Bankruptcy Act in cases where, with regard to the Company under Reorganization against which bankruptcy proceedings have been commenced, an order of commencement of bankruptcy proceedings is made based on a petition for commencement of bankruptcy proceedings filed under the provision of the second sentence of Article 331-7, paragraph (1) or an order of commencement of bankruptcy proceedings is made under the provision of Article 331-8, paragraph (2), it shall be deemed that a petition for commencement of bankruptcy proceedings was filed at the time when the petition for commencement of bankruptcy proceedings in the bankruptcy proceedings that ceased to be effective as a result of an order of confirmation of the Reorganization Plan had been filed.
(4) For the purpose of application of the provision of the first sentence of Article 176 of the Bankruptcy Act in cases where an order of commencement of bankruptcy proceedings prescribed in the preceding paragraph is made, the date of commencement of bankruptcy proceedings in the bankruptcy proceedings that have ceased to be effective as a result of an order of confirmation of the Reorganization Plan shall be deemed to be the date of commencement of bankruptcy proceedings set forth in the first sentence of said Article.
(5) For the purpose of application of the provision of Article 148, paragraph (1), item (iii) of the Bankruptcy Act in cases where an order of commencement of bankruptcy proceedings prescribed in the items of paragraph (1) or paragraph (3) is made, the term "comprehensive prohibition order" in said item shall be deemed to be replaced with "comprehensive prohibition order or comprehensive prohibition order prescribed in Article 25, paragraph (2) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 184 of the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions"; the phrase "there is a period" shall be deemed to be replaced with "there is a period or a period during which a procedure for collection of national tax delinquency cannot be enforced pursuant to the provision of Article 50, paragraph (2) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 201 of the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions."
(6) Where an order of commencement of bankruptcy proceedings prescribed in the preceding paragraph is made, common benefit claims (including the rights to claim prescribed in Article 62, paragraph (2) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 206, paragraph (1) and the rights to claim prescribed in Article 241, paragraphs (1) and (4) in cases where Reorganization Proceedings are not commenced; the same shall apply in Article 331-13) shall be claims on the estate. The same shall apply where bankruptcy proceedings commenced against the Mutual Company against which bankruptcy proceedings are continued as a result of any of the grounds set forth in Article 234, items (i) to (iii) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 323 arising or an order of discontinuance of Reorganization Proceedings under the provision of Article 236 or Article 237, paragraph (1) of said Act as applied mutatis mutandis pursuant to Article 325, paragraph (1) becoming final and binding.
(Order Not to Require Filing of Proofs of Bankruptcy Claims)
Article 331-11 (1) Where the Court (meaning a judge or panel of judges in charge of the bankruptcy case) makes an order of commencement of bankruptcy proceedings prescribed in the items of paragraph (1) or in paragraph (3) of the preceding Article, when it finds it appropriate while taking into consideration the content and cause of each Reorganization Claim, etc. as well as the amount of the voting rights as filed in the Reorganization Proceedings that are closed, the number of denied/disputed Reorganization Claims, etc. prescribed in the main clause of Article 151, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 255, whether or not any right will be modified by a Reorganization Plan and the content of such modification, and any other circumstances concerned, it may make an order, upon making said order of commencement of bankruptcy proceedings, to the effect that bankruptcy creditors who hold bankruptcy claims that have been filed as Reorganization Claims, etc. in said Reorganization Proceedings (excluding Right to Claim Tax, etc. and right to claim fines, etc. prescribed in Article 251, item (ii) arising prior to the commencement of Reorganization Proceedings) shall not be required to file proofs of said bankruptcy claims.
(2) The provisions of Article 255, paragraphs (2) to (6) of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where an order under the provision of the preceding paragraph is made. In this case, the phrase "136, paragraph (1), item (iii), sub-items (b) to (d)" in paragraph (4), item (i) of said Article shall be deemed to be replaced with "136, paragraph (1), item (iii), sub-items (b) to (d) as applied mutatis mutandis pursuant to Article 247(1) of the Special Treatment Act"; the phrase "Article 138, paragraph (1), items (iii) or paragraph (2), item (iii)" shall be deemed to be replaced with "Article 138, paragraph (1), item (iii) or paragraph (2), item (iii) as applied mutatis mutandis pursuant to Article 248 of the Special Treatment Act"; the phrase "Article 138, paragraph (1), item (i) or paragraph (2), item (i)" in the provisions of items (ii) to (iv) of said paragraph shall be deemed to be replaced with "Article 138, paragraph (1), item (i) or paragraph (2), item (i) as applied mutatis mutandis pursuant to Article 248 of the Special Treatment Act"; the phrase "Article 136, paragraph (1), item (i), (ii) or (iii), sub-item (a)" in item (iii) of said paragraph shall be deemed to be replaced with "Article 136, paragraph (1), item (i), (ii) or (iii), sub-item (a) as applied mutatis mutandis pursuant to Article 247, paragraph (1) of the Special Treatment Act"; the phrase "Article 136, paragraph (2), items (i) to (iii)" in item (iv) of said paragraph shall be deemed to be replaced with "Article 136, paragraph (2), items (i) to (iii) as applied mutatis mutandis pursuant to Article 247(1) of the Special Treatment Act"; the term "Article 138, paragraph (1), item (ii)" in items (v) and (vi) of said paragraph shall be deemed to be replaced with "Article 138, paragraph (1), item (ii) as applied mutatis mutandis pursuant to Article 248 of the Special Treatment Act"; and the term "Article 138, paragraph (1), item (iii)" in item (vii) of said paragraph shall be deemed to be replaced with "Article 138, paragraph (1), item (iii) as applied mutatis mutandis pursuant to Article 248 of the Special Treatment Act."
(Treatment of Action Against Order to Uphold Request for Avoidance, etc.)
Article 331-12 (1) In cases where any of the events set forth in Article 234, item (iii) or (iv) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 323 occurs, when an order of commencement of bankruptcy proceedings prescribed in the items of Article 331-10, paragraph (1) or paragraph (3) of said Article is made, a bankruptcy trustee may take over court proceedings pertaining to an action set forth in Article 97, paragraph (1) of said Act as applied mutatis mutandis pursuant to Article 226 that is discontinued pursuant to the provision of Article 52, paragraph (4) of said Act as applied mutatis mutandis pursuant to Article 202. In this case, a petition for taking over of such court proceedings may also be filed by the other party.
(2) In the case referred to in the preceding paragraph, the other party's right to claim court costs against a trustee shall be a claim on the estate.
(3) In the case referred to in paragraph (1), if the bankruptcy proceedings are closed before the court proceedings pertaining to an action set forth in Article 97, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 226 that is discontinued pursuant to the provision of Article 52, paragraph (4) of said Act as applied mutatis mutandis pursuant to Article 202 is taken over under the provision of paragraph (1), said court proceedings shall be closed.
(4) Court proceedings pertaining to an action set forth in Article 97, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 226, which is discontinued pursuant to the provision of Article 52, paragraph (4) of said Act as applied mutatis mutandis pursuant to Article 202 and pertains to a Reorganization Case involving the Mutual Company against which bankruptcy proceedings have not yet been commenced, shall be closed if an order of commencement of bankruptcy proceedings prescribed in the items of Article 331-10, paragraph (1) is not made within one month from the date of discontinuance thereof (if, for a certain part of the one-month period, a Temporary Restraining Order, etc. is issued under the provision of Article 331-9, paragraph (1), item (i) or (ii) or a Temporary Restraining Order, etc. is issued in bankruptcy proceedings based on a petition for commencement of bankruptcy proceedings set forth in the items of Article 331-10, paragraph (2), such part of the period shall be excluded).
(5) The proceedings for petition for Reorganization Claim, etc. assessment prescribed in the main clause of Article 151, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 255, which shall continue to be pending pursuant to the provision of Article 163, paragraph (1) of said Act as applied mutatis mutandis pursuant to Article 255, and the proceedings for petition for valuation prescribed in Article 153, paragraph (1) of said Act as applied mutatis mutandis pursuant to Article 255 shall be closed when an order of commencement of bankruptcy proceedings prescribed in the items of Article 331-10, paragraph (1) or (3) is made. In this case, the provision of Article 163, paragraph (3) of said Act as applied mutatis mutandis pursuant to Article 255 shall not apply.
(6) The provision of paragraph (4) shall apply mutatis mutandis to court proceedings pertaining to an action to oppose assessment of Reorganization Claims, etc. prescribed in Article 152, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 255, which is discontinued pursuant to the provision of Article 163, paragraph (4) of said Act as applied mutatis mutandis pursuant to Article 255, and pertains to a Reorganization Case involving the Mutual Company against which bankruptcy proceedings have not yet been commenced.
Subsection 4 Continuation of Rehabilitation Proceedings upon Close of Reorganization Proceedings
Article 331-13 Where a rehabilitation case involving a Mutual Company is pending, when rehabilitation proceedings are continued as a result of any of the events set forth in Article 234, items (i) to (iii) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 323 arising or an order of discontinuance of Reorganization Proceedings under the provision of Article 236 or Article 237, paragraph (1) of said Act as applied mutatis mutandis pursuant to Article 325, paragraph (1) becoming final and binding, common benefit claims shall be common benefit claims in rehabilitation proceedings.
Section 12 Miscellaneous Provisions
(Commission of Registration, etc. on Company under Reorganization)
Article 332 (1) When an Order of Commencement of Reorganization Proceedings is made, a court clerk, by his/her own authority, without delay, shall commission the registry office having jurisdiction over the location of the principal office of a Company under Reorganization to make a registration of commencement of Reorganization Proceedings.
(2) The registration set forth in the preceding paragraph shall include the name and address of each trustee, if the permission set forth in the proviso to Article 69, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 210 is granted for independent performance of duties by each trustee, a statement to that effect, and if the permission set forth in the proviso to said paragraph is granted for division of duties among trustees, a statement to that effect and the contents of the duties assigned to each trustee.
(3) The provision of paragraph (1) shall apply mutatis mutandis where there is a change to any of the matters prescribed in the preceding paragraph.
(4) When a Provisional Administration Order or Supervision Order is issued against a Pre-commencement Company, a court clerk, by his/her own authority, without delay, shall commission the registry office having jurisdiction over the location of the principal office of the Pre-commencement Company to make a registration of the Provisional Administration Order or Supervision Order.
(5) When making the registration set forth in the preceding paragraph, the matters specified in each of the following items shall also be registered for the categories of registrations listed in the respective items:
(i) Registration of Provisional Administration Order prescribed in the preceding paragraph: The name and address of each provisional administrator, if the permission set forth in the proviso to Article 69, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 189, paragraph (1) is granted for independent performance of duties by each provisional administrator, a statement to that effect, and if the permission set forth in the proviso to said paragraph is granted for division of duties among provisional administrators, a statement to that effect and the contents of the duties assigned to each provisional administrator; and
(ii) Registration of Supervision Order prescribed in the preceding paragraph: The name and address of each supervisor, and acts designated pursuant to the provision of Article 190, paragraph (2)
(6) The provision of paragraph (4) shall apply mutatis mutandis where a judicial decision prescribed in said paragraph is changed or revoked or there is a change to any of the matters prescribed in the preceding paragraph.
(7) The provision of paragraph (1) shall apply mutatis mutandis where an order of confirmation of the Reorganization Plan is made or any of the events set forth in Article 234, items (ii) to (v) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 323 occurs.
(8) A registrar, when making a registration of the commencement of Reorganization Proceedings pursuant to the provision of paragraph (1), by his/her own authority, shall cancel a registration of the commencement of special liquidation proceedings against the Company under Reorganization, if there is any such registration.
(9) A registrar, when making a registration of the revocation of an Order of Commencement of Reorganization Proceedings pursuant to the provision of paragraph (7), by his/her own authority, shall restore a registration cancelled pursuant to the provision of the preceding paragraph, if there is any such registration.
(10) The provision of paragraph (8) shall apply mutatis mutandis to a registration of the commencement of bankruptcy proceedings or commencement of rehabilitation proceedings in the case of registering the confirmation of a Reorganization Plan, and the provision of the preceding paragraph shall apply mutatis mutandis to a registration cancelled pursuant to the provision of paragraph (8) as applied mutatis mutandis pursuant to this paragraph in cases where an order to revoke the order of confirmation of the Reorganization Plan becomes final and binding.
Article 333 (1) When the powers of the authorities of a Company under Reorganization pursuant to the provision of the first sentence of Article 72, paragraph (4) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 211 are restored, a court clerk, by his/her own authority, without delay, shall commission the registry office having jurisdiction over the location of the principal office of the Company under Reorganization to make a registration to that effect.
(2) The provision of the preceding paragraph shall apply mutatis mutandis to the cases where provisions of the Reorganization Plan under the provision the first sentence of Article 72, paragraph (4) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 211 or an order by the Court is revoked.
(Commission of Registration, etc. on Registered Rights)
Article 334 (1) In the following cases, a court clerk, by his/her own authority, without delay, shall commission a registration of the temporary restraining order concerned:
(i) Where a temporary restraining order under the provision of Article 28, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 185 (including the cases where applied mutatis mutandis pursuant to Article 44, paragraph (2) of said Act as applied mutatis mutandis pursuant to Article 196) is issued with respect to any registered right that belongs to the Pre-commencement Company
(ii) Where a temporary restraining order under the provisions of Article 194-2, paragraph (1) or Article 195, paragraph (1) (including the cases where these provisions are applied mutatis mutandis pursuant to Article 44, paragraph (2) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 196) or the provision of Article 99, paragraph (1) of said Act as applied mutatis mutandis pursuant to Article 228 is issued with regard to any registered right.
(2) The provision of the preceding paragraph shall apply mutatis mutandis where the temporary restraining order prescribed in said paragraph is changed or revoked or said temporary restraining order ceases to be effective.
(3) Where an Order of Commencement of Reorganization Proceedings is made, a court clerk, when he/she learns that a registration under the provision of Article 938, paragraph (3) of the Companies Act as applied mutatis mutandis pursuant to Article 184 of the Insurance Business Act (including the cases where applied mutatis mutandis pursuant to Article 938, paragraph (4) of the Companies Act as applied mutatis mutandis pursuant to Article 184 of the Insurance Business Act) exists with regard to a registered right belonging to a Company under Reorganization, shall commission the cancellation of said registration by his/her own authority, without delay.
(4) Where a registration is cancelled under the provision of the preceding paragraph, when an order to revoke the Order of Commencement of Reorganization Proceedings has become final and binding, a court clerk, by his/her own authority, without delay, shall commission restoration of the registration cancelled pursuant to the provision of said paragraph.
(Commission of Registration, etc. on Execution, etc. of Reorganization Plan)
Article 335 (1) The provision of Article 332, paragraph (1) shall apply mutatis mutandis to the cases where any matters that should be registered arise with regard to a Company under Reorganization or Mutual Company to be established as specified in a Reorganization Plan before the execution of the Reorganization Plan or the close of Reorganization Proceedings pursuant to the provision of this Chapter. In this case, when any matters that should be registered arise with respect to the matters listed in the items of Article 930, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 64, paragraph (3) of the Insurance Business Act, the term "principal office" in Article 332, paragraph (1) shall be deemed to be replaced with "principal office and secondary office."
(2) The provision of Article 258, paragraph (1) of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where any matters that should be registered arise with regard to a Converted Stock Company or Stock Company to be incorporated as specified in a Reorganization Plan before the execution of the Reorganization Plan or the close of Reorganization Proceedings pursuant to the provisions of this Chapter.
(3) Where a Company under Reorganization is to merge with a Mutual Company or a Stock Company, when a court clerk commissions the following registrations, the registration of the dissolution of the other Mutual Company or Stock Company which is the other party to the merger shall also be commissioned.
(i) Registration of modification due to an Absorption-Type Merger of the Company under Reorganization surviving the Absorption-Type Merger
(ii) Registration of establishment due to Consolidation-Type Merger of the Mutual Company or Stock Company to be established as a result of the Consolidation-Type Merger
(4) The provisions of paragraphs (1) and (2) shall not apply to the registration of dissolution of a Company under Reorganization in cases where the other Mutual Company or Stock Company survives after the merger with the Company under Reorganization.
(5) The provision of paragraph (1) of the preceding Article shall apply mutatis mutandis to the cases where the acquisition, loss or modification of a registered right occurs before the close of Reorganization Proceedings as a result of the execution of a Reorganization Plan; provided, however, that this shall not apply to the registration of anyone other than a Company under Reorganization, Reorganization Creditor, etc., member, Converted Stock Company, Mutual Company established as specified in a Reorganization Plan and a Stock Company incorporated as specified in a Reorganization Plan as the holder of the right.
(Registration of Avoidance)
Article 336 The provision of Article 262 of the Corporate Reorganization Act shall apply mutatis mutandis to a registration of avoidance in Reorganization Proceedings for a Mutual Company. In this case, the phrase "Article 234, item (ii) or (iii)" in paragraph (6) of said Article shall be deemed to be replaced with "Article 234, item (ii) or (iii) as applied mutatis mutandis pursuant to Article 323 of the Special Treatment Act"; the term "Article 236 or Article 237, paragraph (1)" shall be deemed to be replaced with "Article 236 or Article 237, paragraph (1) as applied mutatis mutandis pursuant to Article 325, paragraph (1) of the Special Treatment Act."
(Documents, etc. to be Attached to Written Commission of Registration, etc.)
Article 337 Information that needs to be provided along with commission information or application information on registration under the provisions of this Chapter, or documents that should be attached to the written commission or written application shall be specified by Cabinet Order.
(Special Provisions on Registration and License Tax)
Article 338 (1) Registration and license tax shall not be imposed on the registrations under the provisions of Article 332 to Article 334 and the provision of Article 262 of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 336.
(2) The tax rate of the Registration and license tax for the registration of the increase in stated capital as a result of an Absorption-Type Merger of a Company under Reorganization in cases where said Absorption-Type Merger is specified in a Reorganization Plan shall be one one-thousandth (0.35% of the portion of the amount of stated capital increased as a result of the Absorption-Type Merger that does not correspond to the amount equivalent to the delivery of shares to Reorganization Creditor, etc.), notwithstanding the provision of Article 9 of the Registration and License Tax Act.
(3) The tax rate of the Registration and license tax for the registration of the incorporation of a Stock Company as a result of a Consolidation-Type Merger of a Company under Reorganization in cases where said Consolidation-Type Merger is specified in a Reorganization Plan shall be one one-thousandth (0.35% of the portion of the amount of stated capital that corresponds to the portion prescribed in the tax rate column of Article 24, item (i), sub-item (e) of Appended Table 1 of said Act (excluding amount equivalent to the delivery of shares to Reorganization Creditor, etc.)), notwithstanding the provision of Article 9 of the Registration and License Tax Act.
(4) The tax rate of the Registration and license tax for the registration of the incorporation of a Stock Company as a result of the entity conversion of a Company under Reorganization in cases where said conversion is specified in a Reorganization Plan shall be one one-thousandth (0.35% of the portion of the amount of stated capital that does not correspond to the amount equivalent to the delivery of shares to Reorganization Creditor, etc.), notwithstanding the provision of Article 9 of the Registration and License Tax Act.
(5) The tax rate of the Registration and license tax for the registration of the increase in stated capital in cases where the issue of shares of a Converted Stock Company is specified in a Reorganization Plan shall be 0.35%, notwithstanding the provision of Article 9 of the Registration and License Tax Act.
(6) The provision of Article 264, paragraph (3) of the Corporate Reorganization Act shall apply mutatis mutandis to the tax rate of the Registration and license tax for the registration of the increase in stated capital as a result of share exchange on entity conversion in cases where share exchange on entity conversion by a Company under Reorganization is specified in a Reorganization Plan pursuant to the provision of Article 267.
(7) The provision of Article 264, paragraph (4) of the Corporate Reorganization Act shall apply mutatis mutandis to the tax rate of the Registration and license tax for the registration of the incorporation of a new Stock Company as a result of share transfer on entity conversion by a Company under Reorganization in cases where said share transfer on entity conversion is specified in a Reorganization Plan pursuant to the provision of Article 268.
(8) The provision of Article 264, paragraph (7) of the Corporate Reorganization Act shall apply mutatis mutandis to the tax rate of the Registration and license tax for the registration of the incorporation of a new Stock Company in cases where the incorporation of a new Stock Company is specified in a Reorganization Plan in Reorganization Proceedings for a Mutual Company.
(9) The provision of Article 264, paragraph (8) of the Corporate Reorganization Act shall apply mutatis mutandis to the tax rate of the Registration and license tax for the registration of the transfer or establishment of a right on real property or a vessel in cases where the transfer or establishment of said right from a Company under Reorganization to a New Mutual Company or a Stock Company incorporated as specified in a Reorganization Plan in Reorganization Proceedings for a Mutual Company is specified in said Reorganization Plan.
(Application Mutatis Mutandis to Registration)
Article 339 The provisions of Article 334, Article 335, paragraph (5), Article 262 of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 336, Article 337 and paragraph (1) of the preceding Article shall apply mutatis mutandis to registered rights.
Article 340 Deleted
Chapter IV Special Provisions on Reorganization Proceedings of Financial Institutions
Section 1 Special Provisions on Reorganization Proceedings of Banks
Subsection 1 General Provisions
(Definitions)
Article 341 (1) The term "Company under Reorganization" as used in this Section means a Company under Reorganization as prescribed in Article 2, paragraph (7) of the Corporate Reorganization Act that is a bank.
(2) The term "Reorganization Creditors, etc." as used in this Section means Reorganization Creditors, etc. as prescribed in Article 2, paragraph (13) of the Corporate Reorganization Act.
(3) The term "Reorganization Plan" as used in this Section means a Reorganization Plan as prescribed in Article 2, paragraph (2) of the Corporate Reorganization Act.
(4) The term "Reorganization Proceedings" as used in this Section means Reorganization Proceedings as prescribed in Article 2, paragraph (1) of the Corporate Reorganization Act.
(5) The term "Court" as used in this Section means a Court as prescribed in Article 2, paragraph (5) of the Corporate Reorganization Act.
(Application of Provisions of the Corporate Reorganization Act to Banks)
Article 342 In applying the provisions of the Corporate Reorganization Act listed in the left-hand column of the table below to banks, the terms and phrases in these provisions listed in the middle column of said table shall be deemed to be replaced with the terms and phrases listed in the right-hand column of said table:
|Article 11, paragraph (1)|(including...)|(including...) and the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions (Act No. 95 of 1996; hereinafter referred to as the "Special Treatment Act")|
|Article 14|this Act|this Act and Chapter 4, Sections 1, 3, and 4 of the Special Treatment Act|
|Article 45, paragraph (1)|conduct...|conduct... or conduct the acts listed in the items of Article 32, paragraph (1) of the Special Treatment Act with regard to a Shinkin Bank formed as a result of an entity conversion of a Company under Reorganization in accordance with the Reorganization Plan (hereinafter referred to as "Converted Shinkin Bank").|
|Article 45, paragraph (1), item (vii)|Membership Company|Membership Company or Shinkin Bank|
|Article 45, paragraph (2)|Company under Reorganization|Company under Reorganization or Converted Shinkin Bank|
|Article 77, paragraph (2)|(Article 2, item (iii) of the Companies Act|(Article 2, paragraph (8) of the Banking Act (Act No. 59 of 1981) or Article 13-2, paragraph (2) of the Long Term Credit Bank Act (Act No. 187 of 1952)|
|Article 81, paragraph (2)|or Reorganization Plan|, Converted Shinkin Bank or Reorganization Plan|
||to a company|to a company or Cooperative Structured Financial Institution (meaning a Cooperative Structured Financial Institution prescribed in Article 2, paragraph (2) of the Special Treatment Act; the same shall apply hereinafter)|
||equity|equity or equity in a Converted Shinkin Bank or a Cooperative Structured Financial Institution established in accordance with the Reorganization Plan|
|Article 167, paragraph (2)|Establishment|Establishment, Establishment of a Cooperative Structured Financial Institution|
|Article 185, paragraph (1)|to continue to operate|to continue to operate (including cases of entity conversion)|
||of a Stock Company|of a Stock Company or Cooperative Structured Financial Institution|
|Article 199, paragraph (2), item (v)|company|company or Cooperative Structured Financial Institution|
|Article 203, paragraph (1), item (iv)|Membership Company|Membership Company or Converted Shinkin Bank|
|Article 203, paragraph (1), item (v)|or Article 183|or Article 183|
||companies established|companies established or Cooperative Structured Financial Institutions established in accordance with the Reorganization Plan pursuant to the clauses prescribed in Article 103, paragraph (1) of the Special Treatment Act as applied mutatis mutandis pursuant to Article 346 of the Special Treatment Act (hereinafter referred to as "New Cooperative Structured Financial Institutions")|
|Article 204, paragraph (1), item (i)|this Act|provisions of this Act or Chapter 4, Section 1 of the Special Treatment Act|
|Article 206, paragraph (2)|Membership Companies, companies listed in item (v) of said paragraph|Membership Companies or Converted Shinkin Banks, companies listed in item (v) of said paragraph, or New Cooperative Structured Financial Institutions|
|Article 209, paragraph (1)|Company under Reorganization|Company under Reorganization (including Converted Shinkin Bank)|
|Article 209, paragraph (2)|company|company or New Cooperative Structured Financial Institution|
|Article 209, paragraph (3)|company|company or New Cooperative Structured Financial Institution|
||executive officers|executive officers, board members, inspectors|
|Article 209, paragraph (4), item (i)|this Act|provisions of this Act or Chapter 4, Section 1 of the Special Treatment Act|
|Article 210, paragraph (1)|Stock Company|Stock Company or New Cooperative Structured Financial Institution|
|Article 210, paragraph (3)|Articles 828, 829 and|items of Article 828, paragraph (1) (including the cases where applied mutatis mutandis pursuant to Article 32 of the Small and Medium-Sized Enterprise Cooperatives Act (Act No. 181 of 1949), Article 28 of the Shinkin Bank Act (Act No. 238 of 1951), Article 28 of the Labor Bank Act (Act No. 227 of 1953), and Article 53, paragraph (1) and Article 65, paragraph (1) of the Act on Financial Institutions' Merger and Conversion (Act No. 86 of 1968); hereinafter the same shall apply in this paragraph), items of paragraph (2) of said Article, Article 829, and|
||Stock Company|Stock Company, Converted Shinkin Bank or New Cooperative Structured Financial Institution|
||Article 828(2)(i) of said Act|Article 828(2)(i) of the Companies Act|
||holders of share options|holders of share options, Partners, etc. (meaning Partners, etc. prescribed in Article 2, paragraph (10) of the Special Treatment Act), board members, inspectors|
|Article 232, paragraph (1)|new company|new company or New Cooperative Structured Financial Institution prescribed in Article 354, paragraph (1) of the Special Treatment Act|
||new company|company or said New Cooperative Structured Financial Institution|
|Article 241, paragraph (3)|and this Act|and the provisions of this Act and Chapter 4, Section 1 of the Special Treatment Act|
|Article 261, paragraph (1)|this Act|provisions of this Act or Chapter 4, Section 1 of the Special Treatment Act|
|Article 261, paragraph (2)|another company|another company or Cooperative Structured Financial Institution|
|Article 261, paragraph (2), item (ii)|company|company or Shinkin Bank|
|Article 261, paragraph (3)|another company|another company or Shinkin Bank|
|Article 261, paragraph (6)|and|, Converted Shinkin Bank, and|
||company|companies and Cooperative Structured Financial Institutions|
|Article 264, paragraph (8)|Stock Company|Stock Company or Cooperative Structured Financial Institution|
Subsection 2 (Special Provisions on Reorganization Plan Clauses)
(Absorption-Type Merger)
Article 343 (1) The following matters shall be specified in the clauses on Absorption-Type Merger (limited to Absorption-Type Merger (meaning Absorption-Type Merger prescribed in Article 2, paragraph (4) of the Merger and Conversion Act; hereinafter the same shall apply in this Section) where the Company under Reorganization (limited to those that are Ordinary Banks) is extinguished and the Financial Institution Surviving an Absorption-Type Merger (hereinafter referred to as "Financial Institution Surviving an Absorption-Type Merger" in this Section) is a Shinkin Bank; hereinafter the same shall apply in this paragraph):
(i) Matters that should be specified in the Absorption-Type Merger Agreement;
(ii) When a Financial Institution Surviving an Absorption-Type Merger delivers a Contribution, etc. (meaning Contribution or money of the Cooperative Structured Financial Institution; hereinafter the same shall apply in this Section) to Reorganization Creditors, etc., at the time of the Absorption-Type Merger, the following matters concerning said Contribution, etc.:
(a) When the Contribution, etc. is a Contribution of the Financial Institution Surviving an Absorption-Type Merger, the number of units of said Contribution or the method of calculating such number (in cases where there are Reorganization Creditors, etc. who cannot become members of the Financial Institution Surviving an Absorption-Type Merger, including the amount of money delivered to such Reorganization Creditors, etc. or the method of calculating such amount), and matters concerning the amount of the stated capital and reserve funds of the Financial Institution Surviving an Absorption-Type Merger; and
(b) When the Contribution, etc. is money, the amount of said money or the method of calculating such amount.
(iii) In the case prescribed in the preceding item, matters concerning the allotment of Contribution, etc. set forth in said item to Reorganization Creditors, etc.
(2) The following matters shall be specified in the clauses on Absorption-Type Merger (limited to Absorption-Type Merger where the Company under Reorganization becomes the Financial Institution Surviving an Absorption-Type Merger; hereinafter the same shall apply in this paragraph):
(i) Matters that should be specified in the Absorption-Type Merger Agreement;
(ii) When a Company under Reorganization delivers Bonds, etc. (meaning Bonds or share options; hereinafter the same shall apply in this Section) of said Company under Reorganization to Partners, etc. of the Financial Institution extinguished as a result of the Absorption-Type Merger (hereinafter referred to as "Financial Institution Extinguished upon an Absorption-Type Merger" in this Section), at the time of the Absorption-Type Merger, the following matters concerning said Bonds, etc.:
(a) When the Bonds, etc. are the Bonds of the Company under Reorganization (excluding those pertaining to Bonds with share options), the classes of said Bonds, and the total amount of the Bonds for each class or the method of calculating such amount;
(b) When the Bonds, etc. are the share options of the Company under Reorganization (excluding those attached to Bonds with share options), the description and number of the share options or the method of calculating such number; and
(c) When the Bonds, etc. are the Bonds with share options of the Company under Reorganization, matters prescribed in sub-item (a) concerning said Bonds with share options and matters prescribed in sub-item (b) concerning share options attached to said Bonds with share options.
(iii) In the case prescribed in the preceding item, matters concerning the allotment of Bonds, etc. set forth in said item to Partners, etc. of the Financial Institution Extinguished upon an Absorption-Type Merger.
(Consolidation-Type Merger)
Article 344 (1) The following matters shall be specified in the clauses on Consolidation-Type Merger (limited to Consolidation-Type Merger (meaning Consolidation-Type Merger prescribed in Article 2, paragraph (5) of the Merger and Conversion Act; hereinafter the same shall apply in this Section) where the Company under Reorganization is extinguished and the Financial Institution established by the Consolidation-Type Merger (hereinafter referred to as "Financial Institution Established by Consolidation-Type Merger" in this Section) is a Stock Company; hereinafter the same shall apply in this paragraph):
(i) Matters that should be specified in the Consolidation-Type Merger Agreement;
(ii) When a Financial Institution Established by Consolidation-Type Merger delivers shares of the Financial Institution Established by Consolidation-Type Merger to Reorganization Creditors, etc., at the time of the Consolidation-Type Merger, the number of said shares (in the case of a company with class shares, the classes of shares and the number of shares for each class) or the method of calculating such number, and matters concerning the amount of the stated capital and reserve funds of the Financial Institution Established by Consolidation-Type Merger;
(iii) In the case prescribed in the preceding item, matters concerning the allotment of shares set forth in said item to Reorganization Creditors, etc.;
(iv) When a Financial Institution Established by Consolidation-Type Merger delivers Bonds, etc. of said Financial Institution Established by Consolidation-Type Merger to shareholders or Partners, etc. of a Financial Institution extinguished as a result of the Consolidation-Type Merger (hereinafter referred to as "Financial Institution Extinguished upon a Consolidation-Type Merger" in this Section), at the time of the Consolidation-Type Merger, the following matters concerning said Bonds, etc.:
(a) When the Bonds, etc. are the Bonds of the Financial Institution Established by Consolidation-Type Merger (excluding those with regard to Bonds with share options), the classes of said Bonds, and the total amount of the Bonds for each class or the method of calculating such amount;
(b) When the Bonds, etc. are the share options of the Financial Institution Established by Consolidation-Type Merger (excluding those attached to Bonds with share options), the description and number of the share options or the method of calculating such number; and
(c) When the Bonds, etc. are the Bonds with share options of the Financial Institution Established by Consolidation-Type Merger, matters prescribed in sub-item (a) concerning said Bonds with share options and matters prescribed in sub-item (b) concerning share options attached to said Bonds with share options.
(v) In the case prescribed in the preceding item, matters concerning the allotment of Bonds, etc. set forth in said item to shareholders or Partners, etc. of the Financial Institution Extinguished upon a Consolidation-Type Merger.
(2) The following matters shall be specified in the clauses relating to Consolidation-Type Merger (limited to Consolidation-Type Merger where the Company under Reorganization (limited to those that are Ordinary Banks) is extinguished and the Financial Institution Established by Consolidation-Type Merger is a Shinkin Bank; hereinafter the same shall apply in this paragraph):
(i) Matters that should be specified in the Consolidation-Type Merger Agreement;
(ii) When a Financial Institution Established by Consolidation-Type Merger delivers a Contribution of the Financial Institution Established by Consolidation-Type Merger to Reorganization Creditors, etc., at the time of the Consolidation-Type Merger, the number of units of said Contribution or the method of calculating such number (in cases where there are Reorganization Creditors, etc. who cannot become members of the Financial Institution Established by Consolidation-Type Merger, including the amount of money delivered to such Reorganization Creditors, etc. or the method of calculating such amount), and matters concerning the amount of the stated capital and reserve funds of the Financial Institution Established by Consolidation-Type Merger; and
(iii) In the case prescribed in the preceding item, matters concerning the allotment of Contribution set forth in said item to Reorganization Creditors, etc.
(Conversion)
Article 345 (1) The following matters shall be specified in the clauses relating to Conversion (meaning Conversion prescribed in Article 2, paragraph (7) of the Merger and Conversion Act and limited to such Conversion where the Company under Reorganization (limited to those that are Ordinary Banks) is a Shinkin Bank; hereinafter the same shall apply in this paragraph):
(i) Matters that should be specified in the Conversion plan (excluding matters listed in Article 56, paragraph (1), items (iii) and (iv) of the Merger and Conversion Act);
(ii) The following matters concerning any board member, inspector and accounting auditor of the Converted Shinkin Bank (meaning Converted Shinkin Bank prescribed in Article 56, paragraph (1) of the Merger and Conversion Act; hereinafter the same shall apply in this Section):
(a) The name or method of appointment or selection and term of office of any board member and Representative Board Member of the Converted Shinkin Bank;
(b) The name or method of appointment and term of office of any inspector of the Converted Shinkin Bank; and
(c) In cases where the Converted Shinkin Bank is a specified bank (meaning specified bank prescribed in Article 38-2, paragraph (3) of the Shinkin Bank Act), the name or method of appointment and term of office of any accounting auditor of the Converted Shinkin Bank.
(iii) When a Converted Shinkin Bank delivers a Contribution, etc. to Reorganization Creditors, etc., at the time of the Conversion, the following matters concerning said Contribution, etc.:
(a) When the Contribution, etc. is a Contribution of the Converted Shinkin Bank, the number of units of said Contribution or the method of calculating such number (in cases where there are Reorganization Creditors, etc. who cannot become members of the Converted Shinkin Bank, including the amount of money delivered to such Reorganization Creditors, etc. or the method of calculating such amount), and matters concerning the amount of the stated capital and reserve funds of the Converted Shinkin Bank; and
(b) When the Contribution, etc. is money, the amount of said money or the method of calculating such amount.
(iv) In the case prescribed in the preceding item, matters concerning the allotment of Contribution, etc. set forth in said item to Reorganization Creditors, etc.
(2) The provision of Article 96 (excluding item (ii) and item (iii) (limited to the part pertaining to item (ii))) shall apply mutatis mutandis to the clauses on the receipt of Contributions of the Converted Shinkin Bank. In this case, the terms "Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 126," "Partners, etc.," and "of the Partners, etc." in item (iv) of said Article shall be deemed to be replaced with "Corporate Reorganization Act," "members," and "of the shareholders," respectively, and the term "Partners, etc." in items (v) and (vi) of said Article shall be deemed to be replaced with "shareholders."
(3) The term of office set forth in paragraph (1)(ii)(a) and (b) may not exceed one year.
(Establishment of a New Cooperative Structured Financial Institution)
Article 346 The provisions of Article 103 shall apply mutatis mutandis to the clauses concerning the Establishment of a Cooperative Structured Financial Institution in the Reorganization Proceedings of banks. In this case, the terms "Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 126" and "or Partners, etc." in paragraph (1), item (iii) of said Article shall be deemed to be replaced with "Corporate Reorganization Act" and "or shareholders," respectively; the term "Partners, etc." in items (iv), (v) and (ix) of said paragraph shall be deemed to be replaced with "shareholders"; and the term "Cooperative Structured Financial Institution in Need of Reorganization" in item (vi) of said paragraph shall be deemed to be replaced with "Company under Reorganization (meaning Company under Reorganization prescribed in Article 341, paragraph (1))."
Article 347 Deleted
Article 348 Deleted
(Special Provisions on Business Assignment, etc.)
Article 349 In the case where the Reorganization Plan prescribes the assignment or acquisition of the whole or part of the business by the Company under Reorganization pursuant to the provisions of Article 174, item (vi) of the Corporate Reorganization Act, the provisions of Articles 34 and 35 of the Banking Act shall not apply to the Company under Reorganization.
(Special Provisions on Absorption-Type Merger)
Article 350 (1) In cases where the Absorption-Type Merger prescribed in Article 343(1) by a Company under Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph, if there are any provisions on the matters listed in item (ii), sub-item (a) of said paragraph, the Reorganization Creditors, etc. shall become members of the Financial Institution Surviving an Absorption-Type Merger, in accordance with the provisions on the matters listed in item (iii) of said paragraph, on the day on which the Absorption-Type Merger comes into effect (hereinafter referred to as "Effective Date" in this Article).
(2) In cases where the Absorption-Type Merger prescribed in Article 343, paragraph (1) by a Company under Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph, the provisions of Articles 21, 23 (excluding the part pertaining to the notice to registered pledgees of shares and registered pledgees of share options), and 26 of the Merger and Conversion Act shall not apply to the Company under Reorganization.
(3) In cases where the Absorption-Type Merger prescribed in Article 343, paragraph (2) by a Company under Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph, in the cases listed in each of the following items, the partner, etc. of the Financial Institution Extinguished upon an Absorption-Type Merger shall become the persons prescribed in the respective items, in accordance with the provisions on the matters listed in item (iii) of said paragraph, on the Effective Date:
(i) In cases where there is a provision on the matters listed in Article 343, paragraph (2), item (ii), sub-item (a), the bondholder of Bonds referred to in sub-item (a) of said item;
(ii) In cases where there is a provision on the matters listed in Article 343, paragraph (2), item (ii), sub-item (b), the holder of share options referred to in sub-item (b) of said item; and
(iii) In cases where there is a provision on the matters listed in Article 343, paragraph (2), item (ii), sub-item (c), the bondholder of Bonds pertaining to Bonds with share options referred to in sub-item (c) of said item and the holder of share options attached to said Bonds with share options.
(4) In the case prescribed in the preceding paragraph, the provisions of Article 28 of the Merger and Conversion Act and the provisions of Articles 23 (excluding the part pertaining to the notice to registered pledgees of shares and registered pledgees of share options) and 26 of the Merger and Conversion Act as applied mutatis mutandis pursuant to Article 31 of the Merger and Conversion Act shall not apply to the Company under Reorganization.
(Special Provisions on Consolidation-Type Merger)
Article 351 (1) In cases where the Consolidation-Type Merger by a Company under Reorganization is specified in the Reorganization Plan pursuant to the provision of Article 344, duties of the organizing committee member concerning the Company under Reorganization shall be performed by the trustee.
(2) In cases where the Consolidation-Type Merger prescribed in Article 344, paragraph (1) by a Company under Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph, if there are any provisions on the matters listed in item (ii) of said paragraph, the Reorganization Creditors, etc. shall become the shareholders of the shares referred to in item (ii) of said paragraph, in accordance with the provisions on the matters listed in item (iii) of said paragraph, on the day on which the Financial Institution Established by Consolidation-Type Merger is established.
(3) In cases where the Consolidation-Type Merger prescribed in Article 344, paragraph (1) by a Company under Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph, in the cases listed in each of the following items, the shareholders or Partners, etc. of the Financial Institution Extinguished upon a Consolidation-Type Merger shall become the persons prescribed in the respective items, in accordance with the provisions on the matters listed in item (v) of said paragraph, on the day on which the Financial Institution Established by Consolidation-Type Merger is established:
(i) In cases where there is a provision on the matters listed in Article 344, paragraph (1), item (iv), sub-item (a), the bondholder of Bonds referred to in sub-item (a) of said item;
(ii) In cases where there is a provision on the matters listed in Article 344, paragraph (1), item (iv), sub-item (b), the holder of share options referred to in sub-item (b) of said item; and
(iii) In cases where there is a provision on the matters listed in Article 344, paragraph (1), item (iv), sub-item (c), the bondholder of Bonds pertaining to Bonds with share options referred to in sub-item (c) of said item and the holder of share options attached to said Bonds with share options.
(4) In the case prescribed in the preceding paragraph, the provisions of Articles 21, 23 (excluding the part pertaining to the notice to registered pledgees of shares and registered pledgees of share options) and 26 of the Merger and Conversion Act shall not apply to the Company under Reorganization.
(5) In cases where the Consolidation-Type Merger prescribed in Article 344, paragraph (2) by a Company under Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph, if there are any provisions on the matters listed in item (ii) of said paragraph, the Reorganization Creditors, etc. shall become members of the Financial Institution Established by Consolidation-Type Merger, in accordance with the provisions on the matters listed in item (iii) of said paragraph, on the day on which the Financial Institution Established by Consolidation-Type Merger is established.
(6) In cases where the Consolidation-Type Merger prescribed in Article 344, paragraph (2) by a Company under Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph, the provisions of Articles 21, 23 (excluding the part pertaining to the notice to registered pledgees of shares and registered pledgees of share options), and 26 of the Merger and Conversion Act shall not apply to the Company under Reorganization.
(Special Provisions on Conversion)
Article 352 (1) In cases where the Conversion prescribed in Article 345, paragraph (1) by a Company under Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph, if there are any provisions on the matters listed in item (iii), sub-item (a) of said paragraph, the Reorganization Creditors, etc. shall become members of the Converted Shinkin Bank, in accordance with the provisions on the matters listed in item (iv) of said paragraph, on the day on which the Conversion comes into effect.
(2) The provisions of Article 129, paragraphs (1) to (3) and (6) shall apply mutatis mutandis to the cases where the Conversion prescribed in Article 345, paragraph (1) by a Company under Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph. In this case, the term "Article 94" in Article 129, paragraphs (1) and (2) shall be deemed to be replaced with "Article 345, paragraph (1), item (ii)"; the terms ", accounting auditor, liquidator or representative liquidator" in paragraph (1) of said Article and ", accounting auditor or liquidator" in paragraphs (2) and (6) of said Article shall be deemed to be replaced with "or accounting auditor"; the term "of order of confirmation of the Reorganization Plan" in paragraph (1) of said Article shall be deemed to be replaced with "Conversion came into effect"; the term "Article 94, paragraph (1), item (i) or paragraph (2), item (i)" in paragraph (3) of said Article shall be deemed to be replaced with "Article 345, paragraph (1), item (ii), sub-item (a)"; and the term "Representative Board Member or representative liquidator" in said paragraph and paragraph (6) of said Article shall be deemed to be replaced with "Representative Board Member."
(3) In cases where the Conversion prescribed in Article 345, paragraph (1) by a Company under Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph, the provisions of Articles 21, 23 (excluding the part pertaining to the notice to registered pledgees of shares and registered pledgees of share options), and 26 of the Merger and Conversion Act as applied mutatis mutandis pursuant to Article 58 of the Merger and Conversion Act shall not apply.
(4) The provision of Article 56(6) of the Merger and Conversion Act shall not apply to the term of office of any board member and inspector of the Converted Shinkin Bank appointed pursuant to the provision of paragraph (2).
(5) The provisions of Article 209, paragraph (3) of the Corporate Reorganization Act shall apply mutatis mutandis to the request for reports and inspections to the Converted Shinkin Bank by the trustee and the examiner. In this case, the term "Director at Incorporation, Auditor at Incorporation, director, accounting advisor, company auditor, executive officer, accounting auditor, member who executes business" in said paragraph shall be deemed to be replaced with "board member, inspector, accounting auditor."
(Special Provisions on Receipt of Contributions of Converted Shinkin Bank)
Article 353 The provision of Article 133 shall apply mutatis mutandis to the cases where the Reorganization Plan specifies that the Reorganization Creditors, etc. or shareholders are to be granted the right to receive the allotment of Contributions set forth in Article 96, item (v) pursuant to the provision of said item as applied mutatis mutandis pursuant to Article 345, paragraph (2). In this case, the term "Cooperative Structured Financial Institution in Need of Reorganization" in Article 133, paragraphs (1) and (3) shall be deemed to be replaced with "Converted Shinkin Bank"; the term "shall notify them of the following matters" in paragraph (1) of said Article shall be deemed to be replaced with "shall notify them of the following matters and in cases where bearer form Share Option certificates or bearer form bond certificates are issued with regard to the Reorganization Claims, etc. of the Reorganization Creditors, etc. who have said rights or where the provisions of Chapter 4 of the Act on Book-Entry Transfer of Company Bonds, Shares, etc. (including the cases where applied mutatis mutandis pursuant to said Act or other laws and regulations) apply, shall give a public notice of the following matters"; the term "Partners, etc." in items (i) and (iii) of said paragraph and paragraph (4) of said Article shall be deemed to be replaced with "shareholders"; the term "Article 96, item (v)" in paragraphs (1), items (ii) and (iii), (3), and (4) of said Article shall be deemed to be replaced with "Article 96(v) as applied mutatis mutandis pursuant to Article 345, paragraph (2)"; and the term "notice" in paragraphs (2) and (3) of said Article shall be deemed to be replaced with "notice or public notice."
(Special Provisions on Establishment of New Cooperative Structured Financial Institution)
Article 354 (1) In cases where the incorporation of a Cooperative Structured Financial Institution is specified in the Reorganization Plan pursuant to the provision of Article 103, paragraph (1) as applied mutatis mutandis pursuant to Article 346, the duties of the incorporator concerning said Cooperative Structured Financial Institutions (hereinafter referred to as "New Cooperative Structured Financial Institution" in this Article) shall be performed by the trustee.
(2) In the case prescribed in the preceding paragraph, the articles of incorporation of the New Cooperative Structured Financial Institution shall not come into effect unless the certification of the Court has been obtained.
(3) In the case prescribed in paragraph (1), a resolution of the organizational meeting of the New Cooperative Structured Financial Institution may be adopted only if the content of such resolution does not defeat the purpose of the Reorganization Plan.
(4) In the case prescribed in paragraph (1), when the New Cooperative Structured Financial Institution is not established, the Company under Reorganization shall be responsible for any act performed by the trustee in relation to the incorporation of the New Cooperative Structured Financial Institution pursuant to the provision of said paragraph and bear the expenses disbursed in relation to the incorporation of the New Cooperative Structured Financial Institution.
(5) The provisions of Article 129, paragraphs (1) to (3) and (6) shall apply mutatis mutandis to the appointment or selection and term of office of any board member, inspector, Representative Board Member and accounting auditor in the case prescribed in paragraph (1); the provision of Article 133 shall apply mutatis mutandis to cases where the right to receive the allotment of Contributions of the New Cooperative Structured Financial Institution is to be granted to the Reorganization Creditors, etc. or shareholder; and the provision of Article 134 shall apply mutatis mutandis to the receipt of Contributions of the New Cooperative Structured Financial Institution in exchange for the extinction of the right of the Reorganization Creditors, etc. or shareholder. In this case, the term "Article 94" in Article 129, paragraphs (1) and (2) shall be deemed to be replaced with "Article 103, paragraph (1), item (vii) or (viii) as applied mutatis mutandis pursuant to Article 346"; the term ", accounting auditor, liquidator or representative liquidator" in paragraph (1) of said Article and the term ", accounting auditor or liquidator" in paragraphs (2) and (6) of said Article shall be deemed to be replaced with "or accounting auditor"; the term "of an order of confirmation of the Reorganization Plan" in paragraph (1) of said Article and Article 134 shall be deemed to be replaced with "the Establishment of the New Cooperative Structured Financial Institution"; the term "Article 94, paragraph (1), item (i) or paragraph (2), item (i)" in Article 129, paragraph (3) shall be deemed to be replaced with "Article 103, paragraph (1)(vii) as applied mutatis mutandis pursuant to Article 346"; the term "Representative Board Member or representative liquidator" in said paragraph and paragraph (6) of said Article shall be deemed to be replaced with "Representative Board Member"; the term "Article 96, item (v)" in Article 133, paragraph (1), (3) and (4) shall be deemed to be replaced with "Article 103, paragraph (1), item (iv) as applied mutatis mutandis pursuant to Article 346"; the term "Cooperative Structured Financial Institution in Need of Reorganization" in paragraphs (1) and (3) of said Article shall be deemed to be replaced with "New Cooperative Structured Financial Institution"; the term "shall notify them of the following matters" in paragraph (1) of said Article shall be deemed to be replaced with "shall notify them of the following matters and in cases where bearer form Share Option certificates or bearer form bond certificates are issued with regard to the Reorganization Claims, etc. of the Reorganization Creditors, etc. who have said rights or where the provisions of Chapter 4 of the Act on Book-Entry Transfer of Company Bonds, Shares, etc. (including the cases where applied mutatis mutandis pursuant to said Act or other laws and regulations) apply, shall give a public notice of the following matters"; the term "Partners, etc." in items (i) and (iii) of said paragraph shall be deemed to be replaced with "shareholders"; the term "notice" in paragraphs (2) and (3) of said Article shall be deemed to be replaced with "notice or public notice"; and the terms "Article 97," "or Partners, etc.," and "item (ii) of said Article" shall be deemed to be replaced with "Article 103, paragraph (1), item (ix) as applied mutatis mutandis pursuant to Article 346," "or shareholders" and "said item."
(6) In the case prescribed in paragraph (1), the provisions of Article 24, paragraph (1) of the Small and Medium-Sized Enterprise Cooperatives Act, Article 22, paragraph (1) and Article 23, paragraphs (2) and (5) of the Shinkin Bank Act or Article 22, paragraph (1) and Article 23, paragraph (2) of the Labor Bank Act shall not apply.
(7) The provisions of Article 209, paragraph (3) of the Corporate Reorganization Act shall apply mutatis mutandis to the request for reports and inspections to New Cooperative Structured Financial Institutions by the trustee. In this case, the term "Director at Incorporation, Auditor at Incorporation, director, accounting advisor, company auditor, executive officer, accounting auditor, member who executes business" in said paragraph shall be deemed to be replaced with "board member, inspector, accounting auditor."
(Treatment of Retirement Allowance of Persons Transferred to Converted Shinkin Bank, etc.)
Article 354-2 (1) A person who was a director, accounting advisor, auditor, representative director, executive officer, representative executive officer, or employee of a Company under Reorganization after the commencement of Reorganization Proceedings, retired from the Company under Reorganization upon entity conversion of the Company under Reorganization or upon the incorporation of a New Cooperative Structured Financial Institution prescribed in paragraph (1) of the preceding Article as specified in the Reorganization Plan and successively became a board member, inspector, Representative Board Member, or an employee of the Converted Shinkin Bank or said New Cooperative Structured Financial Institution may not receive the payment of a retirement allowance from the Company under Reorganization.
(2) The period of service of the person prescribed in the preceding paragraph at the Company under Reorganization for the calculation of retirement allowance shall be deemed to be the period of service at the Converted Shinkin Bank or the New Cooperative Structured Financial Institution prescribed in paragraph (1) of the preceding Article.
(Assignment of Right to receive the allotment of Contributions, etc.)
Article 354-3 In cases where the right to receive the allotment of Contributions of a Converted Shinkin Bank or a New Cooperative Structured Financial Institution prescribed in Article 354, paragraph (1) was granted to Reorganization Creditors, etc. or shareholder as specified in the Reorganization Plan, such right may be assigned to the partner, etc. or a person who is qualified therefor with the approval of the Converted Shinkin Bank or said New Cooperative Structured Financial Institution.
Subsection 4 Miscellaneous Provisions
(Request for Registration Concerning the Implementation of Reorganization Plan)
Article 355 (1) The provisions of Article 258, paragraph (1) of the Corporate Reorganization Act shall apply mutatis mutandis to cases where the implementation of the Reorganization Plan or the provisions of said Act or the provisions of this Section give rise, before the close of Reorganization Proceedings, to matters requiring registration concerning the Converted Shinkin Bank or the Cooperative Structured Financial Institution to be established in accordance with the Reorganization Plan. In this case, if they give rise to matters requiring registration concerning matters listed in the items of Article 93, paragraph (2) of the Small and Medium-Sized Enterprise Cooperatives Act, the items of Article 74, paragraph (2) of the Shinkin Bank Act, or the items of Article 78, paragraph (2) of the Labor Bank Act, the phrase "head office (if the head office is located in a foreign state, the business office in Japan; the same shall apply in paragraph (4) and paragraph (1) of the following Article)" in Article 258, paragraph (1) of the Corporate Reorganization Act shall be deemed to be replaced with "principal office and secondary office."
(2) In applying the provisions of Article 258(1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to the preceding paragraph concerning the request for registration of a change in the total number of units or amount of Contribution in a Converted Shinkin Bank, the term "without delay" in said paragraph shall be deemed to be replaced with "as of the last day of each business year, without delay after such last day."
(Documents, etc. to be Attached to Written Commission of Registration, etc.)
Article 356 Documents and other items to be attached to a written commission or written application for registration prescribed in this Section shall be specified by Cabinet Order.
Section 1-2 Special Provisions on Reorganization Proceedings of Shoko Chukin Bank Limited
Article 356-2 In applying the provisions of the Corporate Reorganization Act listed in the left-hand column of the table below to the Shoko Chukin Bank Limited, the terms and phrases in these provisions listed in the middle column of said table shall be deemed to be replaced with the terms and phrases listed in the right-hand column of said table:
|Article 11, paragraph (1)|(including...)|(including...) and the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions (Act No. 95 of 1996; hereinafter referred to as the "Special Treatment Act")|
|Article 14|this Act|this Act and Chapter 4, Sections 1-2, 3, and 4 of the Special Treatment Act|
|Article 77, paragraph (2)|(Article 2, item (iii) of the Companies Act|(Article 23, paragraph (2) of the Shoko Chukin Bank Limited Act (Act No. 74 of 2007)|
Section 2 Special Provisions on Reorganization Proceedings of Stock Companies Carrying on the Insurance Business
Subsection 1 General Provisions
(Definitions)
Article 357 (1) The term "Reorganization Proceedings" as used in this Section means Reorganization Proceedings as prescribed in Article 2, paragraph (1) of the Corporate Reorganization Act.
(2) The term "Company under Reorganization" as used in this Section means a Company under Reorganization as prescribed in Article 2, paragraph (7) of the Corporate Reorganization Act that carries on the Insurance Business.
(3) The term "Reorganization Creditors, etc." as used in this Section means Reorganization Creditors, etc. as prescribed in Article 2, paragraph (13) of the Corporate Reorganization Act.
(4) The term "Reorganization Plan" as used in this Section means a Reorganization Plan as prescribed in Article 2, paragraph (2) of the Corporate Reorganization Act.
(5) The term "Court" as used in this Section means a Court as prescribed in Article 2, paragraph (5) of the Corporate Reorganization Act.
(Application of Provisions of the Corporate Reorganization Act to Stock companies carrying on the Insurance Business)
Article 358 In applying the provisions of the Corporate Reorganization Act listed in the left-hand column of the table below to stock companies carrying on the Insurance Business, the terms and phrases in these provisions listed in the middle column of said table shall be deemed to be replaced with the terms and phrases listed in the right-hand column of said table:
|Article 11, paragraph (1)|(including...)|(including...) and the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions (hereinafter referred to as the "Special Treatment Act")|
|Article 14|this Act|this Act and Chapter 4, Sections 2, 3, and 6 of the Special Treatment Act|
|Article 45, paragraph (1)|conduct...|conduct... or conduct the acts listed in the items of Article 197, paragraph (1) of the Special Treatment Act with regard to a Mutual Company (meaning a Mutual Company prescribed in Article 2, paragraph (6) of the Special Treatment Act; the same shall apply hereinafter) formed as a result of an entity conversion of a Company under Reorganization in accordance with the Reorganization Plan (hereinafter referred to as "Converted Mutual Company").|
|Article 45, paragraph (1), item (vii)|Membership Company|Membership Company or Mutual Company|
||share exchange or share transfer|share exchange (including share exchange on Entity Conversion prescribed in Article 96-5, paragraph (1) of the Insurance Business Act (Act No. 105 of 1995)), share transfer (including share transfer on Entity Conversion prescribed in Article 96-5, paragraph (1) of said Act conducted jointly with a Mutual Company) or transfer of insurance contracts (meaning transfer of insurance contracts prescribed in Article 135, paragraph (1) of said Act (including the cases where applied mutatis mutandis pursuant to Article 272-29 of said Act); the same shall apply hereinafter)|
|Article 45, paragraph (2)|Company under Reorganization|Company under Reorganization or Converted Mutual Company|
|Article 77, paragraph (2)|subsidiary (subsidiary prescribed in Article 2, item (iii) of the Companies Act|de facto subsidiary (de facto subsidiary prescribed in Article 33-2, paragraph (1) of the Insurance Business Act|
|Article 81, paragraph (2)|or Reorganization Plan|, Converted Mutual Company or Reorganization Plan|
||to a company|to a company or Mutual Company|
||equity|equity or membership rights of a Converted Mutual Company or a Mutual Company established in accordance with the Reorganization Plan|
|Article 167, paragraph (2)|acts listed in|acts listed in..., the entrustment of the administration of business and property (meaning the entrustment of the administration of business and property prescribed in 144, paragraph (1) of the Insurance Business Act)|
||Establishment|Establishment, the Establishment of a Mutual Company|
|Article 185, paragraph (1)|to continue to operate|to continue to operate (including cases of entity conversion)|
||or the Establishment of a Stock Company|, the Establishment of a Stock Company or Mutual Company or transfer of insurance contracts|
|Article 199, paragraph (2), item (ii)|company|company or Mutual Company|
|Article 203, paragraph (1), item (iv)|Membership Company|Membership Company or Mutual Company|
|Article 203, paragraph (1), item (v)|or Article 183|or Article 183|
||companies established|companies established or Mutual Companies established in accordance with the Reorganization Plan pursuant to the clauses prescribed in Article 272 of the Special Treatment Act as applied mutatis mutandis pursuant to Article 363 of the Special Treatment Act (hereinafter referred to as "New Mutual Companies")|
|Article 204, paragraph (1), item (i)|this Act|provisions of this Act or Chapter 4, Section 2 of the Special Treatment Act|
|Article 206, paragraph (2)|Membership Companies, companies listed in item (v) of said paragraph|Membership Companies or Mutual Companies, companies listed in item (v) of said paragraph, or New Mutual Companies|
|Article 209, paragraph (1)|Company under Reorganization|Company under Reorganization (including Converted Mutual Company)|
|Article 209, paragraph (2)|company|company or New Mutual Company|
|Article 209, paragraph (3)|company|company or New Mutual Company|
|Article 209, paragraph (4), item (i)|this Act|provisions of this Act or Chapter 4, Section 2 of the Special Treatment Act|
|Article 210, paragraph (1)|Stock Company|Stock Company or New Mutual Company|
|Article 210, paragraph (3)|Articles 828, 829 and Article 846-2|the items of Article 828, paragraph (1) (including the cases where applied mutatis mutandis pursuant to Articles 30-15 and 171 of the Insurance Business Act; hereinafter the same shall apply in this paragraph) and the items of paragraph (2) of said Article, Article 829, Article 846-2 of the Companies Act and Article 84-2 of the Insurance Business Act|
||Stock Company|Stock Company, Converted Mutual Company, or New Mutual Company|
||said Act|the Companies Act|
||holders of share options|holders of share options, Members, etc. (meaning Members, etc. prescribed in Article 84-2, paragraph (2) of the Insurance Business Act)|
||an action seeking invalidation of any of the acts listed in the items of Article 828, paragraph (1) of said Act|an action seeking invalidation of any of the acts listed in the items of Article 828, paragraph (1) of said Act, an action seeking invalidation of entity convertion prescribed in Article 84-2, paragraph (1) of the Insurance Business Act,|
|Article 212|the provisions of|the provisions of... and the provisions of Articles 16 and 17 of the Insurance Business Act|
|Article 220, paragraph (2)|the provisions of|the provisions of... and the provisions of Article 165-24 (excluding paragraph (9)) of the Insurance Business Act|
|Article 220, paragraph (6)|the provisions of|the provisions of... and the provisions of Article 165-24 (excluding paragraph (9)) of the Insurance Business Act|
|Article 221, paragraph (2)|the provisions of|the provisions of... and the provisions of Article 165-24 (excluding paragraph (9)) of the Insurance Business Act|
|Article 222, paragraph (1)|the provisions of|the provisions of... and the provisions of Article 173-4 (excluding paragraphs (10) and (12)) of the Insurance Business Act|
|Article 222, paragraph (3)|the provisions of|the provisions of... and the provisions of Article 173-4 (excluding paragraphs (10) and (12)) of the Insurance Business Act|
|Article 223, paragraph (1)|the provisions of|the provisions of... and the provisions of Article 173-4 (excluding paragraphs (10) and (12)) of the Insurance Business Act|
|Article 232, paragraph (1)|new company|new company or New Mutual Company prescribed in Article 372, paragraph (1) of the Special Treatment Act|
||new company|new company or said New Mutual Company|
|Article 241, paragraph (3)|and this Act|and the provisions of this Act and Chapter 4, Section 2 of the Special Treatment Act|
|Article 261, paragraph (1)|this Act|provisions of this Act or Chapter 4, Section 2 of the Special Treatment Act|
|Article 261, paragraph (2)|another company|another company or Mutual Company|
|Article 261, paragraph (2), item (ii)|companies established|companies or Mutual Companies established|
|Article 261, paragraph (3)|another company|another company or Mutual Company|
|Article 261, paragraph (6)|and|, Converted Mutual Company, and|
||companies established|companies or Mutual Companies established|
|Article 264, paragraph (8)|Stock Company|Stock Company or Mutual Company|
Subsection 2 (Special Provisions on Reorganization Plan Clauses)
(Transfer, etc. of Insurance Contracts)
Article 359 In the clauses relating to the following acts, the matters requiring a resolution of a shareholders meeting shall be specified if any of these acts is to be carried out when Reorganization Proceedings have not been commenced:
(i) Making a transfer of insurance contracts or receiving a transfer of insurance contracts; and
(ii) Entrustment of business and property administration.
(Entity Conversion)
Article 360 (1) The following matters shall be specified in the clauses on entity conversion (meaning entity conversion prescribed in Article 68, paragraph (3) of the Insurance Business Act; hereinafter the same shall apply in this Section):
(i) Matters that should be specified in the entity conversion plan;
(ii) The name or method of appointment and term of office of the directors of the Mutual Company after the entity conversion (hereinafter referred to as "Converted Mutual Company" in this Section), and, in cases where the Converted Mutual Company is a Company with Supervisory Committee (meaning a Company with Supervisory Committee precribed in Article 4, paragraph (1), item (iii) of the Insurance Business Act; the same shall apply in item (d) of the following item), whether or not such director is a Supervisory Committee Member (meaning a Supervisory Committee Member prescribed in Article 2, paragraph (19) of said Act);
(iii) The matters specified in the sub-items (a) to (e) below for the categories of cases respectively prescribed therein:
(a) In cases where the Converted Mutual Company is a company with accounting advisors (meaning company with accounting advisors prescribed in Article 5-2, paragraph (1), item (ii) of the Insurance Business Act), the name or method of appointment and term of office of the accounting advisors;
(b) In cases where the Converted Mutual Company is a company with company auditors (meaning company with company auditors prescribed in Article 30-18, paragraph (1) of the Insurance Business Act), the name or method of appointment or selection and term of office of the representative director and the company auditors;
(c) In cases where the Converted Mutual Company is a company with accounting auditors (meaning company with accounting auditors prescribed in Article 53-22, paragraph (3) of the Insurance Business Act), the name or method of appointment and term of office of the accounting auditors; and
(d) In cases where the Converted Mutual Company is a Company with Supervisory Committee, the name or method of appointment and term of office of the representative director.
(e) In cases where the Converted Mutual Company is a Company with Nominating Committee, etc. (meaning a Company with Nominating Committee, etc. prescribed in Article 4, paragraph (1), item (iii) of the Insurance Business Act), the name or method of appointment or selection and term of office of the members of each committee (meaning each committee prescribed in Article 53-24, paragraph (1) of said Act), the executive officers, and the representative executive officer;
(iv) When Reorganization Creditors, etc. become the fund contributors of the Converted Mutual Company upon its entity conversion, the amount of the funds or the method of calculating such amount; and
(v) In the case prescribed in the preceding item, matters concerning the allotment of funds set forth in said item to Reorganization Creditors, etc.
(2) The provisions of Article 263 and the provisions of Article 264 shall apply mutatis mutandis to clauses relating to the solicitation of additional funds of a Converted Mutual Company and clauses relating to the solicitation of subscribers for Bonds for subscription of a Converted Mutual Company, respectively. In this case, the term "the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 296" in Article 263, item (ii) and Article 264, item (iii) shall be deemed to be replaced with "the Corporate Reorganization Act"; the term "members" in the provisions of Article 263, items (ii) to (iv) and Article 264, items (iii) to (v) shall be deemed to be replaced with "shareholders"; and the term "Company under Reorganization" in Article 263, item (iii) and Article 264, item (iv) shall be deemed to be replaced with "Converted Mutual Company."
(Absorption-Type Merger)
Article 361 (1) The following matters shall be specified in the clauses relating to Absorption-Type Merger (limited to Absorption-Type Merger (meaning Absorption-Type Merger prescribed in Article 160 of the Insurance Business Act; hereinafter the same shall apply in this Section) where the company surviving the Absorption-Type Merger (hereinafter referred to as "Company Surviving an Absorption-Type Merger" in this Section) is a Mutual Company; hereinafter the same shall apply in this paragraph):
(i) Matters that should be specified in the Absorption-Type Merger Agreement;
(ii) When Reorganization Creditors, etc. become the fund contributors of the Company Surviving an Absorption-Type Merger upon an Absorption-Type Merger, the amount of the funds or the method of calculating such amount; and
(iii) In the case prescribed in the preceding item, matters concerning the allotment of funds set forth in said item to Reorganization Creditors, etc.
(2) The following matters shall be specified in the clauses relating to Absorption-Type Merger (limited to Absorption-Type Merger where the Company under Reorganization becomes the Company Surviving an Absorption-Type Merger; hereinafter the same shall apply in this paragraph):
(i) Matters that should be specified in the Absorption-Type Merger Agreement;
(ii) When a Company under Reorganization delivers Bonds, etc. (meaning Bonds or share options; hereinafter the same shall apply in this Section) of said Company under Reorganization to fund contributors or members of the company extinguished as a result of the Absorption-Type Merger (hereinafter referred to as "Company Extinguished upon an Absorption-Type Merger" in this Section), at the time of the Absorption-Type Merger, the following matters concerning said Bonds, etc.:
(a) When the Bonds, etc. are the Bonds of the Company under Reorganization (excluding those with regard to Bonds with share options), the classes of said Bonds, and the total amount of the Bonds for each class or the method of calculating such amount;
(b) When the Bonds, etc. are the share options of the Company under Reorganization (excluding those attached to Bonds with share options), the description and number of the share options or the method of calculating such number; and
(c) When the Bonds, etc. are the Bonds with share options of the Company under Reorganization, matters prescribed in sub-item (a) concerning said Bonds with share options and matters prescribed in sub-item (b) concerning share options attached to said Bonds with share options.
(iii) In the case prescribed in the preceding item, matters concerning the allotment of Bonds, etc. set forth in said item to fund contributors or members of the Company Extinguished upon an Absorption-Type Merger.
(Consolidation-Type Merger)
Article 362 (1) The following matters shall be specified in the clauses relating to Consolidation-Type Merger (limited to Consolidation-Type Merger (meaning Consolidation-Type Merger prescribed in Article 161, paragraph (1) of the Insurance Business Act; hereinafter the same shall apply in this Section) where the Company under Reorganization is extinguished and the company established by the Consolidation-Type Merger (hereinafter referred to as "Company Established by Consolidation-Type Merger" in this Section) is a Stock Company; hereinafter the same shall apply in this paragraph):
(i) Matters that should be specified in the Consolidation-Type Merger Agreement;
(ii) When a Company Established by Consolidation-Type Merger delivers shares of the Company Established by Consolidation-Type Merger to Reorganization Creditors, etc., at the time of the Consolidation-Type Merger, the number of said shares (in the case of a company with class shares, the classes of shares and the number of shares for each class) or the method of calculating such number, and matters concerning the amount of the stated capital and reserve funds of the Company Established by Consolidation-Type Merger;
(iii) In the case prescribed in the preceding item, matters concerning the allotment of shares set forth in said item to Reorganization Creditors, etc.;
(iv) When a Company Established by Consolidation-Type Merger delivers Bonds, etc. of said Company Established by Consolidation-Type Merger to shareholders or fund contributors or members of a company extinguished as a result of the Consolidation-Type Merger (hereinafter referred to as "Company Extinguished upon a Consolidation-Type Merger" in this Section), at the time of the Consolidation-Type Merger, the following matters concerning said Bonds, etc.:
(a) When the Bonds, etc. are the Bonds of the Company Established by Consolidation-Type Merger (excluding those with regard to Bonds with share options), the classes of said Bonds, and the total amount of the Bonds for each class or the method of calculating such amount;
(b) When the Bonds, etc. are the share options of the Company Established by Consolidation-Type Merger (excluding those attached to Bonds with share options), the description and number of the share options or the method of calculating such number; and
(c) When the Bonds, etc. are the Bonds with share options of the Company Established by Consolidation-Type Merger, matters prescribed in sub-item (a) concerning said Bonds with share options and matters prescribed in sub-item (b) concerning share options attached to said Bonds with share options.
(v) In the case prescribed in the preceding item, matters concerning the allotment of Bonds, etc. set forth in said item to shareholders or fund contributors or members of the Company Extinguished upon a Consolidation-Type Merger.
(2) The following matters shall be specified in the clauses relating to Consolidation-Type Merger (limited to Consolidation-Type Merger where the Company under Reorganization is extinguished and the Company Established by the Consolidation-Type Merger is a Mutual Company; hereinafter the same shall apply in this paragraph):
(i) Matters that should be specified in the Consolidation-Type Merger Agreement;
(ii) When Reorganization Creditors, etc. become the fund contributors of the Company Established by Consolidation-Type Merger upon a Consolidation-Type Merger, the amount of the funds or the method of calculating such amount; and
(iii) In the case prescribed in the preceding item, matters concerning the allotment of funds set forth in said item to Reorganization Creditors, etc.
(iv) When a Company Established by Consolidation-Type Merger delivers Bonds of the Company Established by Consolidation-Type Merger to the members of the Company Extinguished upon a Consolidation-Type Merger upon a Consolidation-Type Merger, the classes of said Bonds, and the total amount of the Bonds for each class or the method of calculating such amount; and
(v) In the case prescribed in the preceding item, matters concerning the allotment of Bonds set forth in said item to members of the Company Extinguished upon a Consolidation-Type Merger.
(Establishment of a New Mutual Company)
Article 363 The provisions of Article 272 shall apply mutatis mutandis to the clauses concerning the Establishment of a Mutual Company in the Reorganization Proceedings of stock companies carrying on the Insurance Business. In this case, the term "Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 296" in item (iii) of said Article shall be deemed to be replaced with "Corporate Reorganization Act" and the term "members" in said item to item (v) of said Article inclusive and item (xi) of said Article shall be deemed to be replaced with "shareholders."
Article 364 Deleted
Article 365 Deleted
Subsection 3 Special Provisions on the Implementation of Reorganization Plan
(Special Provisions on the Transfer of insurance contracts)
Article 366 The provisions of Article 302, paragraphs (1) and (2) shall apply mutatis mutandis to the cases where the acts listed in Article 359, item (i) by a Company under Reorganization are specified in the Reorganization Plan.
(Special Provisions on Entity Conversion)
Article 367 (1) In cases where the entity conversion of the Company under Reorganization is specified in the Reorganization Plan pursuant to the provision of Article 360, paragraph (1), if there are any provisions on the matters listed in item (iv) of said paragraph, the Reorganization Creditors, etc. shall become the fund contributors referred to in item (iv) of said paragraph, in accordance with the provisions on the matters listed in item (v) of said paragraph, on the day on which the entity conversion comes into effect.
(2) The provisions of Article 299, paragraphs (1) to (3) and (6) shall apply mutatis mutandis to the cases where the entity conversion of the Company under Reorganization is specified in the Reorganization Plan pursuant to the provision of Article 360, paragraph (1). In this case, the term "Article 261" in Article 299, paragraphs (1) and (2) shall be deemed to be replaced with "Article 360, paragraph (1), item (ii) or (iii)"; the terms ", accounting auditor, liquidator or representative liquidator" in paragraph (1) of said Article and ", accounting auditor or liquidator" in paragraphs (2) and (6) of said Article shall be deemed to be replaced with "or accounting auditor"; the term "an order of confirmation of the Reorganization Plan" in paragraph (1) of said Article shall be deemed to be replaced with "entity conversion came into effect"; the term "Article 261, paragraph (1), items (i) to (iii) or (vii) or paragraph (2), item (ii)" in paragraph (3) of said Article shall be deemed to be replaced with "Article 360, paragraph (1), item (iii), sub-item (b), (d) or (e)"; and the term ", representative executive officer or representative liquidator" in said paragraph and paragraph (6) of said Article shall be deemed to be replaced with "or representative executive officer."
(3) In cases where the entity conversion of the Company under Reorganization is specified in the Reorganization Plan pursuant to the provision of Article 360, paragraph (1), the provisions of Article 740 of the Companies Act and the provisions of Article 69-2, Article 70, and Articles 72 to 79 of the Insurance Business Act shall not apply.
(4) The provisions of Article 209, paragraph (3) of the Corporate Reorganization Act shall apply mutatis mutandis to the request for reports and inspections to a Converted Mutual Company by the trustee and the examiner. In this case, the terms "Director at Incorporation, Auditor at Incorporation, director" and "accounting auditor, member who executes business" in said paragraph shall be deemed to be replaced with "director" and "accounting auditor," respectively.
(Special Provisions on Solicitation of Additional Funds of Converted Mutual Company)
Article 368 The provision of Article 303 shall apply mutatis mutandis to the cases where the Reorganization Plan specifies that the Reorganization Creditors, etc. or shareholders are to be granted the right to receive the allotment of Contribution to the funds of the Converted Mutual Company pursuant to the provision of Article 263, item (iii) as applied mutatis mutandis pursuant to Article 360, paragraph (2). In this case, the term "Company under Reorganization" in Article 303, paragraphs (1) and (3) shall be deemed to be replaced with "Converted Mutual Company"; the terms "bearer form" and "Chapter 4 of said Act as applied mutatis mutandis pursuant to Article 117" in paragraph (1) of said Article shall be deemed to be replaced with "bearer form Share Option certificates or bearer form" and "Chapter 4," respectively; the term "members" in item (i) of said paragraph and paragraph (4) of said Article shall be deemed to be replaced with "shareholders"; and the term "Article 263, item (iii)" in paragraphs (1), items (ii) and (iii), (3) and (4) of said Article shall be deemed to be replaced with "Article 263, item (iii) as applied mutatis mutandis pursuant to Article 360, paragraph (2)."
(Special Provisions on Solicitation of Subscribers for Bonds for Subscription of a Converted Mutual Company)
Article 369 The provision of Article 217 of the Corporate Reorganization Act shall apply mutatis mutandis to the cases where the Reorganization Plan specifies that the Reorganization Creditors, etc. or shareholders are to be granted the right to receive the allotment of Bonds for subscription set forth in Article 264, item (iv) pursuant to the provision of said item as applied mutatis mutandis pursuant to Article 360, paragraph (2). In this case, the term "Company under Reorganization" in Article 217, paragraphs (1) and (3) shall be deemed to be replaced with "Converted Mutual Company"; and the term "Article 177, item (iv)" in paragraphs (1), items (ii) and (iii), (3), and (4) of said Article shall be deemed to be replaced with "Article 264, item (iv) of the Special Treatment Act as applied mutatis mutandis pursuant to Article 360, paragraph (2) of the Special Treatment Act."
(Special Provisions on Absorption-Type Merger)
Article 370 (1) In cases where the Absorption-Type Merger prescribed in Article 361, paragraph (1) by a Company under Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph, if there are any provisions on the matters listed in item (ii) said paragraph, the Reorganization Creditors, etc. shall become the fund contributors prescribed in item (ii) of said paragraph, in accordance with the provisions on the matters listed in item (iii) of said paragraph, on the day on which the Absorption-Type Merger comes into effect (hereinafter referred to as "Effective Date" in this Article).
(2) In cases where the Absorption-Type Merger prescribed in Article 361, paragraph (1) by a Company under Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph, the provisions of Article 740 of the Companies Act and the provisions of Articles 165-2, 165-3-2, 165-4 (excluding the part pertaining to the notice to registered pledgees of shares and registered pledgees of share options), and 165-7 of the Insurance Business Act shall not apply to the Company under Reorganization.
(3) In cases where the Absorption-Type Merger prescribed in Article 361, paragraph (2) by a Company under Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph, in the cases listed in each of the following items, the fund contributors or members of the Company Extinguished upon an Absorption-Type Merger shall become the persons prescribed in the respective items, in accordance with the provisions on the matters listed in item (iii) of said paragraph, on the Effective Date:
(i) In cases where there is a provision on the matters listed in Article 361, paragraph (2), item (ii), sub-item (a), the bondholder of Bonds referred to in sub-item (a) of said item;
(ii) In cases where there is a provision on the matters listed in Article 361, paragraph (2), item (ii), sub-item (b), the holder of share options referred to in sub-item (b) of said item; and
(iii) In cases where there is a provision on the matters listed in Article 361, paragraph (2), item (ii), sub-item (c), the bondholder of Bonds pertaining to Bonds with share options referred to in sub-item (c) of said item and the holder of share options attached to said Bonds with share options.
(4) In the case prescribed in the preceding paragraph, the provisions of Article 740 of the Companies Act, the provisions of Articles 165-9 and 165-11-2 of the Insurance Business Act, and the provisions of Articles 165-4 (excluding the part pertaining to the notice to registered pledgees of shares and registered pledgees of share options) and 165-7 of said Act as applied mutatis mutandis pursuant to Article 165-12 of said Act shall not apply to the Company under Reorganization.
(Special Provisions on Consolidation-Type Merger)
Article 371 (1) In cases where the Consolidation-Type Merger prescribed in Article 362, paragraph (1) by a Company under Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph, if there are any provisions on the matters listed in item (ii) of said paragraph, the Reorganization Creditors, etc. shall become the shareholders of shares referred to in item (ii) of said paragraph, in accordance with the provisions on the matters listed in item (iii) of said paragraph, on the day on which the Company Established by Consolidation-Type Merger is established.
(2) In cases where the Consolidation-Type Merger prescribed in Article 362, paragraph (1) by a Company under Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph, in the cases listed in each of the following items, the shareholders or contributors to the funds or members of the Company Consolidated through Consolidation-Type Merger shall become the persons prescribed in the respective items, in accordance with the provisions on the matters listed in item (v) of said paragraph, on the day on which the Company Established by Consolidation-Type Merger is established:
(i) In cases where there are any provisions on the matters listed in Article 362, paragraph (1), item (vi), sub-item (a), the bondholder of Bonds referred to in sub-item (a) of said item;
(ii) In cases where there are any provisions on the matters listed in Article 362, paragraph (1), item (vi), sub-item (b), the holder of share options referred to in sub-item (b) of said item; and
(iii) In cases where there are any provisions on the matters listed in Article 362, paragraph (1), item (vi), sub-item (c), the bondholder of Bonds pertaining to Bonds with share options referred to in sub-item (c) of said item and the holder of share options attached to said Bonds with share options.
(3) In the case prescribed in the preceding paragraph, the provisions of Article 740 of the Companies Act and the provisions of Articles 165-2, 165-3-2, 165-4 (excluding the part pertaining to the notice to registered pledgees of shares and registered pledgees of share options), and 165-7 of the Insurance Business Act shall not apply to the Companies under Reorganization.
(4) In cases where the Consolidation-Type Merger prescribed in Article 362, paragraph (2) by a Company under Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph, if there are any provisions on the matters listed in item (ii) of said paragraph, the Reorganization Creditors, etc. shall become the fund contributors referred to in item (ii) of said paragraph, in accordance with the provisions on the matters listed in item (iii) of said paragraph, on the day on which the Company Established by Consolidation-Type Merger is established.
(5) In cases where the Consolidation-Type Merger prescribed in Article 362, paragraph (2) by a Company under Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph, if there are any provisions on the matters listed in item (iv) of said paragraph, members of the Company Established by Consolidation-Type Merger shall become the bondholders of Bonds referred to in item (iv) of said paragraph, in accordance with the provisions on the matters listed in item (v) of said paragraph, on the day on which the Company Established by Consolidation-Type Merger is established.
(6) In cases where the Consolidation-Type Merger prescribed in Article 362, paragraph (2) by a Company under Reorganization is specified in the Reorganization Plan pursuant to the provision of said paragraph, the provisions of Article 740 of the Companies Act and the provisions of Articles 165-2, 165-3-2, 165-4 (excluding the part pertaining to the notice to registered pledgees of shares and registered pledgees of share options), and 165-7 of the Insurance Business Act shall not apply to the Company under Reorganization.
(Special Provisions on Establishment of New Mutual Company)
Article 372 (1) In cases where the Establishment of a Mutual Company is specified in the Reorganization Plan pursuant to the provision of the main clause of Article 272 as applied mutatis mutandis pursuant to Article 363, duties of the incorporator concerning said Mutual Company (hereinafter referred to as "New Mutual Company" in this Article) shall be performed by the trustee.
(2) In the case prescribed in the preceding paragraph, the articles of Establishment of the New Mutual Company shall not come into effect unless the certification of the Court has been obtained.
(3) In the case prescribed in paragraph (1), a resolution of the organizational meeting of the New Mutual Company may be adopted only if the content of such resolution does not defeat the purpose of the Reorganization Plan.
(4) In the case prescribed in paragraph (1), when the New Mutual Company is not established, the Company under Reorganization shall be responsible for any act performed by the trustee in relation to the Establishment of the New Mutual Company pursuant to the provision of said paragraph and bear the expenses disbursed in relation to the Establishment of the New Mutual Company.
(5) The provisions of Article 299, paragraph (1) to (3) shall apply mutatis mutandis to the appointment or selection of any Director at Incorporation, etc. (meaning Director at Incorporation, etc. prescribed in Article 272, item (ix) as applied mutatis mutandis pursuant to Article 363; hereinafter the same shall apply in this paragraph) in the case prescribed in paragraph (1); the provision of Article 299, paragraph (6) shall apply mutatis mutandis to the term of office of directors, etc. of the New Mutual Company in cases where any Director at Incorporation, etc. of the New Mutual Company become the directors, etc. of the New Mutual Company (meaning directors, etc. of the New Mutual Company prescribed in said item; hereinafter the same shall apply in this paragraph) after the Establishment of the New Mutual Company; the provision of Article 303 shall apply mutatis mutandis to cases where the right to receive the allotment of Contributions to the fund of the New Mutual Company is to be granted to the Reorganization Creditors, etc. or shareholder; the provision of Article 304 shall apply mutatis mutandis to the solicitation of subscribers for Bonds for Subscription of the New Mutual Company; and the provision of Article 305 shall apply mutatis mutandis to the allotment of Contributions to the fund or the issue of Bonds at the time of Establishment of the New Mutual Company in exchange for the extinction of the right of the Reorganization Creditors, etc. or shareholder. In this case, the term "Article 261" in Article 299, paragraph (1) and (2) shall be deemed to be replaced with "Article 272, item (vii) or (viii) as applied mutatis mutandis pursuant to Article 363"; the term "an order of confirmation of the Reorganization Plan" in paragraph (1) of said Article shall be deemed to be replaced with "the New Mutual Company was established"; the terms "Article 261, paragraph (1), items (i) to (iii) or (vii) or paragraph (2), item (ii)" in paragraph (3) of said Article shall be deemed to be replaced with "Article 272, item (viii), sub-item (b), (d) or (e) as applied mutatis mutandis pursuant to Article 363"; the term "Article 263, item (iii)" in Article 303, paragraph (1), (3) and (4) shall be deemed to be replaced with "Article 272, item (iv) as applied mutatis mutandis pursuant to Article 363"; the term "Company under Reorganization" in paragraphs (1) and (3) of said Article and Article 304, paragraphs (1) and (3) shall be deemed to be replaced with "New Mutual Company"; the terms "bearer form" and "Chapter 4 of said Act as applied mutatis mutandis pursuant to Article 117" in Article 303, paragraph (1) and Article 304, paragraph (1) shall be deemed to be replaced with "bearer form Share Option certificates or bearer form" and "Chapter 4," respectively; the term "member" in Article 303, paragraph (1), item (i) and paragraph (4), Article 304, paragraphs (1) and (4), and Article 305 shall be deemed to be replaced with "shareholder"; the term "Article 264(iv)" in Article 304(1), (3) and (4) shall be deemed to be replaced with "Article 272(x) as applied mutatis mutandis pursuant to Article 363"; the term "an order of confirmation of the Reorganization Plan" in Article 305 shall be deemed to be replaced with "the New Mutual Company was established"; the terms "Article 265(1)" in paragraph (1) of said Article and "Article 265, paragraph (2)" in paragraph (2) of said Article shall be deemed to be replaced with "Article 272, item (xi) as applied mutatis mutandis pursuant to Article 363"; and the terms "item (iii) of said paragraph" in paragraph (1) of said Article and "item (vii) of said paragraph" in paragraph (2) of said Article shall be deemed to be replaced with "said item."
(6) In the case prescribed in paragraph (1), the provisions of Article 22, paragraph (2), Article 23, paragraph (1), item (ix) and paragraph (4), Article 24, paragraph (2), Article 28, paragraph (1), items (i) (limited to the part pertaining to the name of the notary) and (ii) (limited to the part pertaining to the matters listed in Article 23, paragraph (1), item (ix) of the Insurance Business Act), Article 30-7, paragraph (1), item (i) (limited to the part pertaining to the name of the notary) and (ii) (limited to the part pertaining to Article 23, paragraph (1), item (ix) of said Act), Article 30-8, paragraph (1), Article 30-10, paragraphs (1) and (8), Article 30-11 (limited to the part pertaining to the matters listed in paragraph (1), items (i) and (ii) of said Article) and Article 30-14 of the Insurance Business Act shall not apply.
(7) The provisions of Article 209, paragraph (3) of the Corporate Reorganization Act shall apply mutatis mutandis to the request for reports and inspections to a New Mutual Company by the trustee. In this case, the terms "accounting auditor, member who executes business" in said paragraph shall be deemed to be replaced with "accounting auditor."
(Treatment of Retirement Allowance of Persons Transferred to Converted Mutual Company, etc.)
Article 373 (1) A person who was a director, accounting advisor, auditor, representative director, executive officer, representative executive officer, or employee of a Company under Reorganization after the commencement of Reorganization Proceedings, retired from the Company under Reorganization upon entity conversion of the Company under Reorganization or upon the Establishment of a New Mutual Company prescribed in paragraph (1) of the preceding Article as specified in the Reorganization Plan and successively became a director, accounting advisor, auditor, representative director, executive officer, representative executive officer, or an employee of the Converted Mutual Company or said New Mutual Company may not receive the payment of a retirement allowance from the Company under Reorganization.
(2) The period of service of the person prescribed in the preceding paragraph at the Company under Reorganization for the calculation of retirement allowance shall be deemed to be the period of service at the Converted Mutual Company or the New Mutual Company prescribed in paragraph (1) of the preceding Article.
(Assignment of Right to receive the allotment of Contributions to Funds, etc.)
Article 373-2 In cases where the right to receive the allotment of Contribution to the funds or Bonds for subscription of a Converted Mutual Company or New Mutual Company prescribed in Article 372, paragraph (1) was granted to Reorganization Creditors, etc. or shareholders as specified in the Reorganization Plan, such right may be assigned to another person.
Subsection 4 Miscellaneous Provisions
(Request for Registration Concerning the Implementation of Reorganization Plan)
Article 374 The provisions of Article 258(1) of the Corporate Reorganization Act shall apply mutatis mutandis to cases where the implementation of the Reorganization Plan or the provisions of said Act or the provisions of this Section give rise, before the close of Reorganization Proceedings, to matters requiring registration concerning the Converted Mutual Company or the Mutual Company to be established in accordance with the Reorganization Plan. In this case, if they give rise to matters requiring registration concerning matters listed in the items of Article 930, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 64(3) of the Insurance Business Act, the phrase "head office (if the head office is located in a foreign state, the business office in Japan; the same shall apply in paragraph (4) and paragraph (1) of the following Article)" in Article 258, paragraph (1) of the Corporate Reorganization Act shall be deemed to be replaced with "principal office and secondary office."
(Documents, etc. to be Attached to Written Commission of Registration, etc.)
Article 375 Documents and other items to be attached to a written commission or written application for registration prescribed in this Section shall be specified by a Cabinet Order.
Section 3 Petition for Commencement of Reorganization Proceedings, etc. by the Supervisory Agency
(Definitions)
Article 376 The terms "Reorganization Proceedings," "Reorganization Case," "Reorganization Creditors, etc.," "Court," "Reorganization Claims, etc.," "Reorganization Creditors," "Reorganization Claims," or "Reorganization Plan" as used in this Section to Section 6 mean: with regard to stock companies, Reorganization Proceedings, Reorganization Case, Reorganization Creditors, etc., Court, Reorganization Claims, etc., Reorganization Creditors, Reorganization Claims, or Reorganization Plan, respectively, prescribed in Article 2 of the Corporate Reorganization Act; with regard to Cooperative Structured Financial Institutions, Reorganization Proceedings, Reorganization Case, Reorganization Creditors, etc., Court, Reorganization Claims, etc., Reorganization Creditors, Reorganization Claims, or Reorganization Plan, respectively, prescribed in Article 4; and with regard to Mutual Companies, Reorganization Proceedings, Reorganization Case, Reorganization Creditors, etc., Court, Reorganization Claims, etc., Reorganization Creditors, Reorganization Claims, or Reorganization Plan, respectively, prescribed in Article 169.
(Petition for Commencement of Reorganization Proceedings, etc.)
Article 377 (1) When a fact constituting the grounds for the commencement of bankruptcy proceedings is likely to occur to a Financial Institution, Foreign Bank (meaning the Foreign Bank prescribed in Article 10, paragraph (2), item (viii) of the Banking Act; the same shall apply hereinafter) pertaining to Foreign Bank Branch, Bank Holding Company, Long-Term Credit Bank Holding Company, Financial Instruments Business Operator (meaning the Financial Instruments Business Operator prescribed in Article 2, paragraph (9) of the Financial Instruments and Exchange Act), Designated Parent Company, Insurance Company, Insurance Holding Company or Small Amount and Short Term Insurance Provider (hereinafter referred to as "Financial Institution, etc." in this Section), the Supervisory Agency may file a petition for commencement of Reorganization Proceedings of said Financial Institution, etc.
(2) When the Supervisory Agency finds that the maintenance of an orderly credit system may be materially affected if it files a petition for commencement of Reorganization Proceedings of a Financial Institution, Foreign Bank pertaining to Foreign Bank Branch, Bank Holding Company or Long-Term Credit Bank Holding Company pursuant to the provisions of the preceding paragraph, it shall consult in advance with the Minister of Finance about measures necessary for the maintenance of an orderly financial system; provided, however, that this shall not apply to the cases where said petition for commencement of Reorganization Proceedings is for the Shoko Chukin Bank Limited.
(3) When the Supervisory Agency finds that the maintenance of the smooth distribution of securities may be materially affected if it files a petition for commencement of Reorganization Proceedings of a Financial Instruments Business Operator or Designated Parent Company pursuant to the provision of paragraph (1), it shall consult in advance with the Minister of Finance about measures necessary for maintaining the smooth distribution of securities.
(4) When the Supervisory Agency finds that the maintenance of the reliability of the Insurance Business may be materially affected if it files a petition for commencement of Reorganization Proceedings of an Insurance Company, Insurance Holding Company or Small Amount and Short Term Insurance Provider pursuant to the provisions of paragraph (1), it shall consult in advance with the Minister of Finance about measures necessary for maintaining the reliability of the Insurance Business.
(5) In cases where the Supervisory Agency files a petition for commencement of Reorganization Proceedings pursuant to the provisions of paragraph (1), the provisions of Article 20, paragraph (1) (including the cases where applied mutatis mutandis pursuant to Articles 18 and 183) of the Corporate Reorganization Act shall not apply.
(6) The provisions of Article 22, paragraph (2) of the Corporate Reorganization Act (including the cases where applied mutatis mutandis pursuant to Articles 18 and 183) shall apply mutatis mutandis to the cases where the Supervisory Agency files a petition for commencement of Reorganization Proceedings pursuant to the provisions of paragraph (1).
(Appeal against an Order to Dismiss with Prejudice on the Merits a Petition for Commencement of Reorganization Proceedings)
Article 378 Notwithstanding the provision of the first sentence of Article 9 of Corporate Reorganization Act (including the cases where applied mutatis mutandis pursuant to Articles 9 and 174), the Supervisory Agency may file an immediate appeal against an order to dismiss with prejudice on the merits a petition for commencement of Reorganization Proceedings filed pursuant to the provisions of paragraph (1) of the preceding Article.
(Notice to the Supervisory Agency)
Article 379 When a petition for commencement of Reorganization Proceedings of a Financial Institution, etc. is filed (excluding cases where the Supervisory Agency filed a petition for commencement of Reorganization Proceedings pursuant to the provisions of Article 377, paragraph (1)), a Court clerk shall give a notice to the Supervisory Agency to that effect.
(Petition for Stay order, etc. for Other Procedures and Proceedings)
Article 380 (1) When a petition for commencement of Reorganization Proceedings of a Financial Institution, etc. is filed, the Supervisory Agency may file a petition under the provisions of Article 24, paragraph (1) or Article 25, paragraph (1) of the Corporate Reorganization Act (including the cases where applied mutatis mutandis pursuant to Article 19 (including the cases where applied mutatis mutandis pursuant to Article 44, paragraph (2) of said Act as applied mutatis mutandis pursuant to Article 31) and Article 184 (including the cases where applied mutatis mutandis pursuant to Article 44, paragraph (2) of said Act as applied mutatis mutandis pursuant to Article 196), and Article 44, paragraph (2) of said Act).
(2) In the case prescribed in the preceding paragraph, the Supervisory Agency may, notwithstanding the provision of the first sentence of Article 9 of the Corporate Reorganization Act, file an immediate appeal against a stay order under the provisions of Article 24, paragraph (1) or (2) of said Act (including the cases where applied mutatis mutandis pursuant to Article 19 (including the cases where applied mutatis mutandis pursuant to Article 44, paragraph (2) of said Act as applied mutatis mutandis pursuant to Article 31) and Article 184 (including the cases where applied mutatis mutandis pursuant to Article 44, paragraph (2) of said Act as applied mutatis mutandis pursuant to Article 196), and Article 44, paragraph (2) of said Act); an order under the provisions of Article 24, paragraph (4) of said Act (including the cases where applied mutatis mutandis pursuant to Article 19 (including the cases where applied mutatis mutandis pursuant to Article 44, paragraph (2) of said Act as applied mutatis mutandis pursuant to Article 31) and Article 184 (including the cases where applied mutatis mutandis pursuant to Article 44, paragraph (2) of said Act as applied mutatis mutandis pursuant to Article 196), and Article 44, paragraph (2) of said Act); an revocation order under the provisions of Article 24, paragraph (5) of said Act (including the cases where applied mutatis mutandis pursuant to Article 19 (including the cases where applied mutatis mutandis pursuant to Article 44, paragraph (2) of said Act as applied mutatis mutandis pursuant to Article 31) and Article 184 (including the cases where applied mutatis mutandis pursuant to Article 44, paragraph (2) of said Act as applied mutatis mutandis pursuant to Article 196), and Article 44, paragraph (2) of said Act); an prohibition order under the provisions of Article 25, paragraph (1) of said Act (including the cases where applied mutatis mutandis pursuant to Article 19 (including the cases where applied mutatis mutandis pursuant to Article 44, paragraph (2) of said Act as applied mutatis mutandis pursuant to Article 31) and Article 184 (including the cases where applied mutatis mutandis pursuant to Article 44, paragraph (2) of said Act as applied mutatis mutandis pursuant to Article 196), and Article 44, paragraph (2) of said Act); an order under the provisions of Article 25(4) of said Act (including the cases where applied mutatis mutandis pursuant to Article 19 (including the cases where applied mutatis mutandis pursuant to Article 44, paragraph (2) of said Act as applied mutatis mutandis pursuant to Article 31) and Article 184 (including the cases where applied mutatis mutandis pursuant to Article 44, paragraph (2) of said Act as applied mutatis mutandis pursuant to Article 196), and Article 44(2) of said Act); and an revocation order under the provisions of Article 25, paragraph (5) of said Act (including the cases where applied mutatis mutandis pursuant to Article 19 (including the cases where applied mutatis mutandis pursuant to Article 44, paragraph (2) of said Act as applied mutatis mutandis pursuant to Article 31) and Article 184 (including the cases where applied mutatis mutandis pursuant to Article 44, paragraph (2) of said Act as applied mutatis mutandis pursuant to Article 196), and Article 44, paragraph (2) of said Act) or a judicial decision on a petition under the provisions of Article 27, paragraph (1) of said Act (including the cases where applied mutatis mutandis pursuant to Article 19 (including the cases where applied mutatis mutandis pursuant to Article 44, paragraph (2) of said Act as applied mutatis mutandis pursuant to Article 31) and Article 184 (including the cases where applied mutatis mutandis pursuant to Article 44, paragraph (2) of said Act as applied mutatis mutandis pursuant to Article 196), and Article 44, paragraph (2) of said Act).
(3) The immediate appeal set forth in the preceding paragraph shall not have the effect of a stay of execution.
(Petition for a Temporary Restraining Order, etc.)
Article 381 (1) When a petition for commencement of Reorganization Proceedings of a Financial Institution, etc. is filed, the Supervisory Agency may file a petition under the provisions of Article 28, paragraph (1) of the Corporate Reorganization Act (including the cases where applied mutatis mutandis pursuant to Article 20 (including the cases where applied mutatis mutandis pursuant to Article 44, paragraph (2) of said Act as applied mutatis mutandis pursuant to Article 31) and Article 185 (including the cases where applied mutatis mutandis pursuant to Article 44, paragraph (2) of said Act as applied mutatis mutandis pursuant to Article 196), and Article 44, paragraph (2) of said Act; the same shall apply in the following paragraph).
(2) In the case prescribed in the preceding paragraph, the Supervisory Agency, notwithstanding the provision of the first sentence of Article 9 of the Corporate Reorganization Act, may file an immediate appeal against a temporary restraining order under the provisions of Article 28, paragraph (1) of said Act or an order under the provisions of paragraph (2) of said Article (including the cases where applied mutatis mutandis pursuant to Article 20 (including the cases where applied mutatis mutandis pursuant to Article 44, paragraph (2) of said Act as applied mutatis mutandis pursuant to Article 31) and Article 185 (including the cases where applied mutatis mutandis pursuant to Article 44, paragraph (2) of said Act as applied mutatis mutandis pursuant to Article 196), and Article 44, paragraph (2) of said Act).
(3) The immediate appeal set forth in the preceding paragraph shall not have the effect of a stay of execution.
(Petition for a Provisional Administration Order, etc.)
Article 382 (1) When a petition for commencement of Reorganization Proceedings of a Financial Institution, etc. is filed, the Supervisory Agency may file a petition under the provisions of Article 22, paragraph (1) (including the cases where applied mutatis mutandis pursuant to Article 44, paragraph (2) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 31; the same shall apply in the following paragraph) or Article 187, paragraph (1) (including the cases where applied mutatis mutandis pursuant to Article 44, paragraph (2) of said Act as applied mutatis mutandis pursuant to Article 196; the same shall apply in the following paragraph), or Article 30, paragraph (1) of said Act (including the cases where applied mutatis mutandis pursuant to Article 44, paragraph (2) of said Act; the same shall apply in the following paragraph).
(2) In the case prescribed in the preceding paragraph, the Supervisory Agency, notwithstanding the provision of the first sentence of Article 9 of the Corporate Reorganization Act, may file an immediate appeal against a disposition under the provisions of Article 22, paragraph (1) or Article 187, paragraph (1) or Article 30, paragraph (1) of said Act or an order under the provisions of Article 30, paragraph (3) of said Act (including the cases where applied mutatis mutandis pursuant to Article 22, paragraph (3) (including the cases where applied mutatis mutandis pursuant to Article 44, paragraph (2) of said Act as applied mutatis mutandis pursuant to Article 31) and Article 187, paragraph (3) (including the cases where applied mutatis mutandis pursuant to Article 44, paragraph (2) of said Act as applied mutatis mutandis pursuant to Article 196), and Article 44, paragraph (2) of said Act).
(3) The immediate appeal set forth in the preceding paragraph shall not have the effect of a stay of execution.
(Petition for a Supervision Order, etc.)
Article 383 (1) When a petition for commencement of Reorganization Proceedings of a Financial Institution, etc. is filed, the Supervisory Agency may file a petition under the provisions of Article 25, paragraph (1) (including the cases where applied mutatis mutandis pursuant to Article 44, paragraph (2) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 31; the same shall apply in the following paragraph) or Article 190 (including the cases where applied mutatis mutandis pursuant to Article 44, paragraph (2) of said Act as applied mutatis mutandis pursuant to Article 196; the same shall apply in the following paragraph), or Article 35, paragraph (1) of said Act (including the cases where applied mutatis mutandis pursuant to Article 44, paragraph (2) of said Act; the same shall apply in the following paragraph).
(2) In the case prescribed in the preceding paragraph, the Supervisory Agency, notwithstanding the provision of the first sentence of Article 9 of the Corporate Reorganization Act, may file an immediate appeal against a disposition under the provisions of Article 25, paragraph (1) or Article 190, paragraph (1) or Article 35, paragraph (1) of said Act or an order under the provisions of Article 35, paragraph (4) of said Act (including the cases where applied mutatis mutandis pursuant to Article 25, paragraph (3) (including the cases where applied mutatis mutandis pursuant to Article 44, paragraph (2) of said Act as applied mutatis mutandis pursuant to Article 31) and Article 190, paragraph (3) (including the cases where applied mutatis mutandis pursuant to Article 44, paragraph (2) of said Act as applied mutatis mutandis pursuant to Article 196), and Article 44, paragraph (2) of said Act).
(3) The immediate appeal set forth in the preceding paragraph shall not have the effect of a stay of execution.
(Special Provisions on Notice of a Reorganization Case)
Article 383-2 For the purpose of application of the provisions of Article 42, paragraph (2) of the Corporate Reorganization Act (including the cases where applied mutatis mutandis pursuant to Articles 31 and 196) to Reorganization Cases pertaining to Financial Institution, etc., the number of known Reorganization Creditors, etc. shall be deemed to be 1,000 or more.
Section 4 Powers of the Deposit Insurance Corporation of Japan
(Special Provisions on Cases Where a Period for Filing is Specified)
Article 384 If the Court intends to issue an Order of Commencement of Reorganization Proceedings of a Financial Institution, it shall hear the opinion of the Deposit Insurance Corporation of Japan (hereinafter referred to as "Corporation") in advance about the period during which proofs of Reorganization Claims, etc. should be filed as specified pursuant to the provisions of Article 42, paragraph (1) of the Corporate Reorganization Act (including the cases where applied mutatis mutandis pursuant to Article 31).
(Special Provisions on Notice of a Comprehensive Prohibition Order)
Article 385 (1) When an order under the provisions of Article 26, paragraph (1) of the Corporate Reorganization Act (including the cases where applied mutatis mutandis pursuant to Article 19 (including the cases where applied mutatis mutandis pursuant to Article 44, paragraph (2) of said Act as applied mutatis mutandis pursuant to Article 31) and Article 44, paragraph (2) of said Act; hereinafter the same shall apply in this Article) is made against a Financial Institution, the notice under the provisions of Article 26, paragraph (1) of said Act shall not be required to be given to the depositors, etc. (meaning creditors pertaining to Deposits and Other Claims; the same shall apply hereinafter) who would have become Reorganization Creditors if an Order of Commencement of Reorganization Proceedings had been made against said Financial Institution.
(2) In the case prescribed in the preceding paragraph, a notice of the main text of the order under Article 26, paragraph (1) of the Corporate Reorganization Act shall be given to the Corporation.
(Special Provisions on Notice of an Order of Commencement of Reorganization Proceedings)
Article 386 (1) When an Order of Commencement of Reorganization Proceedings has been made against a Financial Institution, the notice under the provisions of Article 43, paragraph (3), item (i) (including the cases where applied mutatis mutandis pursuant to Article 31) of said Act shall not be required to be given to depositors, etc. who are Reorganization Creditors.
(2) In the case prescribed in the preceding paragraph, a notice to the Corporation of the matters of which a public notice shall be made pursuant to the provisions of Article 43, paragraphs (1) and (2) of the Corporate Reorganization Act (including the cases where applied mutatis mutandis pursuant to Article 31) shall be given.
(3) In Reorganization Proceedings of a Financial Institution, where there is a change to the matters set forth in Article 43, paragraph (1), item (ii) or (iii) of the Corporate Reorganization Act (including the cases where applied mutatis mutandis pursuant to Article 31; the same shall apply in the following paragraph) before the schedule of depositors is submitted pursuant to the provisions of Article 392, paragraph (1) (for the matters set forth in said item, limited to cases where there is any change to the period for which Reorganization Claims, etc. should be filed) or where an order to revoke the Order of Commencement of Reorganization Proceedings becomes final and binding, the notice under the provisions of Article 43, paragraph (3), item (i) of said Act as applied mutatis mutandis pursuant to Article 43, paragraph (5) of said Act (including the cases where applied mutatis mutandis pursuant to Article 31) or the provisions of the main clause of Article 44, paragraph (3) of said Act (including the cases where applied mutatis mutandis pursuant to Article 31) shall not be required to be given to depositors, etc. who are Reorganization Creditors and have not filed the matters specified in the provisions of Article 138, paragraph (1) of said Act (including the cases where applied mutatis mutandis pursuant to Article 81).
(4) In the case prescribed in the preceding paragraph, a notice to the Corporation of the details of the change to the matters set forth in Article 43, paragraph (1), item (ii) or (iii) of the Corporate Reorganization Act (for the matters set forth in said item, limited to the period for which Reorganization Claims, etc. should be filed) or the main text of the order to revoke the Order of Commencement of Reorganization Proceedings shall be given; provided, however, that this shall not apply to the case where an order under Article 42, paragraph (2) of said Act (including the cases where applied mutatis mutandis pursuant to Article 31) is made.
(Business Assignment)
Article 387 The Court, when granting the permission set forth in Article 33, paragraph (2) or Article 46, paragraph (2) of the Corporate Reorganization Act in Reorganization Proceedings of a Financial Institution, shall hear the opinion of the Corporation.
(Meeting for Reporting the Status of Property)
Article 388 In a meeting of persons concerned prescribed in Article 85, paragraph (1) of the Corporate Reorganization Act (including the cases where applied mutatis mutandis pursuant to Article 56) in Reorganization Proceedings of a Financial Institution, the Court shall hear the opinion of the Corporation about the appointment of a trustee and the matters concerning the business and property management of said Financial Institution.
(Notice of the Date of a Meeting of Persons Concerned)
Article 389 A Court clerk shall, where a meeting of persons concerned is convened before the expiration of the period for filing proofs of claims (meaning period for filing proofs of claims prescribed in Article 138, paragraph (1) of the Corporate Reorganization Act (including the cases where applied mutatis mutandis pursuant to Article 81); hereinafter the same shall apply in this Section) in Reorganization Proceedings of a Financial Institution, give a notice to the Corporation of the date of said meeting of persons concerned; provided, however, that this shall not apply to the case where an order under Article 42, paragraph (2) of said Act (including the cases where applied mutatis mutandis pursuant to Article 31) is made.
(Reorganization Creditors Committee)
Article 390 (1) For the purpose of application of the provisions of Article 67, paragraph (1) and Article 117, paragraph (1) of the Corporate Reorganization Act and paragraph (4) of said Article (including the cases where applied mutatis mutandis pursuant to Article 67, paragraph (1); hereinafter the same shall apply in this paragraph) before the submission of the schedule of depositors by the Corporation pursuant to the provisions of Article 392, paragraph (1), the term "of Reorganization Creditors" in Article 67, paragraph (1) and Article 117, paragraph (1) of said Act shall be deemed to be replaced with "of Reorganization Creditors (including the Deposit Insurance Corporation of Japan)" and the term "petition by Reorganization Creditors" in paragraph (4) of said Article shall be deemed to be replaced with "petition by Reorganization Creditors (including the Deposit Insurance Corporation of Japan)."
(2) The provisions of Article 396 shall apply mutatis mutandis to the cases where the Corporation is a member of the Reorganization Creditors committee prescribed in Article 117, paragraph (2) of the Corporate Reorganization Act (including the cases where applied mutatis mutandis pursuant to Article 67, paragraph (1)). In this case, the term "Depositors Represented by the Corporation" in Article 396 shall be deemed to be replaced with "depositors, etc."
(Preparation and Public Inspection of Schedule of depositors)
Article 391 (1) The Corporation shall, upon receiving the notice under Article 386, paragraph (2), prepare a schedule of depositors stating the matters prescribed in Article 86, paragraph (2) or Article 144, paragraph (2) of the Corporate Reorganization Act with respect to the Deposits and Other Claims that are known Reorganization Claims (excluding those whose creditor is the Corporation), without delay.
(2) When the Corporation has prepared a schedule of depositors, it shall immediately give a public notice to that effect and of the place where it is made available for public inspection and make the schedule of depositors available for public inspection by depositors, etc. until the day immediately preceding the last day of the period for filing proofs of claims.
(3) The date of commencement of public inspection of a schedule of depositors under the provisions of the preceding paragraph shall be the day at least two weeks before the day immediately preceding the last day of the period for filing proofs of claims.
(4) When the Corporation, after the commencement of making a schedule of depositors available for public inspection, becomes aware that there are Deposits and Other Claims (excluding those whose creditor is the Corporation) not stated in said schedule of depositors, it shall, without delay, add the statement of the matters prescribed in paragraph (1) pertaining to said Deposits and Other Claims to said schedule of depositors. The same shall apply to cases when the Corporation becomes aware that the statement regarding the Deposits and Other Claims stated in said schedule of depositors should be changed in the interest of the creditors pertaining to said Deposits and Other Claims.
(5) The Corporation may, even after the commencement of making a schedule of depositors available for public inspection, with the approval of the depositors, etc. stated in said schedule of depositors, delete a statement regarding the Deposits and Other Claims pertaining to said depositors, etc. or change a statement that is detrimental to the interest of said depositors, etc. However, in cases where the Corporation has acquired pursuant to the provisions of Article 58, paragraph (1) or (3) of the Deposit Insurance Act or purchased pursuant to the provisions of Article 70 of said Act the Deposits and Other Claims pertaining to the depositors, etc. stated in said schedule of depositors, the Corporation may, without the approval of said depositors, etc., delete a statement regarding said Deposits and Other Claims or change a statement that is detrimental to the interest of said depositors, etc.
(Submission of Schedule of depositors)
Article 392 (1) The Corporation shall submit a schedule of depositors prepared pursuant to the provisions of the preceding Article to the Court on the last day of the period for filing proofs of claims.
(2) The provision of the first sentence of paragraph (4) of the preceding Article shall apply mutatis mutandis to the cases where the Corporation becomes aware that there are Deposits and Other Claims (excluding those whose creditor is the Corporation and those that have already been filed with the Court by depositors, etc.) not stated in a schedule of depositors after submitting it to the Court.
(3) The addition of a statement prescribed in the first sentence of paragraph (4) of the preceding Article may not be made after an order to refer the proposed Reorganization Plan to a resolution is made.
(4) The Corporation, when it submits a schedule of depositors under the provisions of paragraph (1) or adds a statement under the provision of the first sentence of paragraph (4) of the preceding Article, shall file with the Court the matters set forth in the items of Article 138, paragraph (1) of the Corporate Reorganization Act (including the cases where applied mutatis mutandis pursuant to Article 81) (excluding the matters prescribed in paragraph (1) of the preceding Article).
(Effect of Submission of Schedule of depositors)
Article 393 For the purpose of application of the provisions of the Corporate Reorganization Act or the provisions of Chapter 2, the Deposits and Other Claims (excluding those that have been filed by depositors, etc. under the provisions of Article 138, paragraph (1) of said Act (including the cases where applied mutatis mutandis pursuant to Article 81) before said submission) stated in a schedule of depositors submitted under the provisions of paragraph (1) of the preceding Article shall be deemed to have been filed within the period for filing proofs of claims; and the Deposits and Other Claims pertaining to the addition of a statement under the provision of the first sentence of Article 391, paragraph (4) as applied mutatis mutandis pursuant to paragraph (2) of the preceding Article shall be deemed to have been filed under the provisions of Article 139, paragraph (1) of said Article (including the cases where applied mutatis mutandis pursuant to Article 81).
(Participation of Depositors, etc.)
Article 394 (1) If a creditor pertaining to the Deposits and Other Claims (excluding those for which the transfer of the title of holder of a filed claim under the provisions of Article 141 of the Corporate Reorganization Act (including the cases where applied mutatis mutandis pursuant to Article 83) has been made with the Corporation; hereinafter the same shall apply in this Article and the following Article) that are deemed to have been filed under the provisions of the preceding Article intends to participate in Reorganization Proceedings by himself/herself, he/she shall notify the Court to that effect; provided, however, that the same shall not apply to acts relating to Court proceedings relating to the determination of Reorganization Claims.
(2) The notice under the provisions of the preceding paragraph (hereinafter referred to as "Participation Notice" in this Article and the following Article) may be given until the close of Reorganization Proceedings.
(3) The Court shall, when a Participation Notice is given, give a notice of same to the Corporation.
(4) A depositor, etc. who gave a Participation Notice shall participate in Reorganization Proceedings by himself/herself with regard to the whole of Deposits and Other Claims pertaining to said depositor, etc. that are deemed to have been filed under the provisions of the preceding Article.
(Powers of the Deposit Insurance Corporation of Japan)
Article 395 A Corporation shall conduct any and all acts involved in Reorganization Proceedings (excluding acts relating to the Court decision proceedings concerning the determination of Reorganization Claims pertaining to Claims Represented by the Corporation (as defined below) to which the Corporation has raised objection in the investigation of Reorganization Claims, etc.) in the interest of the creditors pertaining to the Deposits and Other Claims that are deemed to have been filed under the provisions of Article 393 (excluding depositors, etc. who gave a Participation Notice; hereinafter referred to as "Depositors Represented by the Corporation" in this Section) with regard to Deposits and Other Claims pertaining to said Depositors Represented by the Corporation (hereinafter referred to as "Claims Represented by the Corporation" in this Section); provided, however, that in order to withdraw the filing of proofs pertaining to Claims Represented by the Corporation or change the matters that have been filed concerning Claims Represented by the Corporation in a manner detrimental to the interest of Depositors Represented by the Corporation pertaining to said Claims Represented by the Corporation or withdraw a petition for Reorganization Claim, etc. assessment (meaning a petition for Reorganization Claim, etc. assessment prescribed in Article 151, paragraph (1) of the Corporate Reorganization Act (including the cases where applied mutatis mutandis pursuant to Article 88)) pertaining to Claims Represented by the Corporation or perform any of the procedural acts listed in Article 32, paragraph (2), item (i) or (ii) of the Code of Civil Procedure in an action concerning the determination of Reorganization Claims pertaining to Claims Represented by the Corporation, the delegation of power from Depositors Represented by the Corporation pertaining to said Claims Represented by the Corporation shall be required.
(Obligations of the Deposit Insurance Corporation of Japan)
Article 396 (1) The Corporation shall conduct the acts referred to in the preceding Article in a fair and sincere manner in the interest of Depositors Represented by the Corporation.
(2) The Corporation shall conduct the acts referred to in the preceding Article with the due care of a prudent manager for Depositors Represented by the Corporation.
(Change to the Matters Pertaining to Filing)
Article 397 (1) When the Corporation becomes aware that any of the matters pertaining to the filing relating to Claims Represented by the Corporation should be changed in the interest of the Depositors Represented by the Corporation pertaining to said Claims Represented by the Corporation, it shall change said matters pertaining to the filing without delay.
(2) The provisions of Article 392, paragraph (3) shall apply mutatis mutandis to the change referred to in the preceding paragraph.
(3) The change under the provisions of paragraph (1) shall, for the purpose of application of the provisions of the Corporate Reorganization Act or the provisions of Chapter 2, be deemed to be the change under the provisions of Article 139, paragraph (5) of said Act (including the cases where applied mutatis mutandis pursuant to Article 81) unless otherwise provided for in this Chapter.
(Expenses for Special Period for Investigation)
Article 398 Any expenses relating to the Special Period for Investigation prescribed in Article 148, paragraph (1) of the Corporate Reorganization Act (including the cases where applied mutatis mutandis pursuant to Article 87) pertaining to Claims Represented by the Corporation (hereinafter referred to as "Special Period for Investigation" in this Article) shall, notwithstanding the provisions of Article 148, paragraph (2) of said Act (including the cases where applied mutatis mutandis pursuant to Article 87), be borne by the Corporation. However, the Corporation may, in the case where a Special Period for Investigation is set for the examination of the Deposits and Other Claims that have been restored to their original state pursuant to the provisions of Article 92 of said Act (including the cases where applied mutatis mutandis pursuant to Article 60) or where there are other reasonable grounds, claim reimbursement of the whole or part of said expenses from Depositors Represented by the Corporation.
(Notice of Objection)
Article 399 (1) Where, in an investigation of Reorganization Claims, etc., a trustee has disapproved the details of Claims Represented by the Corporation or an objection has been made with regard to said details by any holder of filed Reorganization Claims, etc. (meaning holder of the filed Reorganization Claims, etc. prescribed in Article 42, paragraph (2) of the Corporate Reorganization Act (including the cases where applied mutatis mutandis pursuant to Article 31)) or shareholders or Partners, etc. (excluding the case where the Corporation has raised objection with regard to said Claims Represented by the Corporation), the Corporation shall, without delay, give a notice to that effect to the Depositors Represented by the Corporation pertaining to said Claims Represented by the Corporation.
(2) Where, in an investigation of Reorganization Claims, etc., the Corporation has raised objection with regard to the details of Claims Represented by the Corporation, a Court clerk shall give a notice of same to the Depositors Represented by the Corporation pertaining to said Claims Represented by the Corporation.
(Notice and Public Notice for the Exercise of Voting Rights)
Article 400 (1) Where a method set forth in Article 189, paragraph (2), item (i) of the Corporate Reorganization Act (including the cases where applied mutatis mutandis pursuant to Article 113) is set as a method for exercising voting rights concerning a proposed Reorganization Plan or proposed modification, if the Corporation intends to exercise voting rights on behalf of Depositors Represented by the Corporation, it shall, by two weeks prior to the date of the first meeting of persons concerned a resolution of which said proposed Reorganization Plan or proposed modification is referred to, give a notice to Depositors Represented by the Corporation (excluding those who are unable to exercise voting rights), and give a public notice of the content or gist of the proposed Reorganization Plan or proposed modification to which it intends to give consent.
(2) Where the methods set forth in Article 189, paragraph (2), item (ii) or (iii) of the Corporate Reorganization Act (including the cases where applied mutatis mutandis pursuant to Article 113) are set as methods for exercising voting rights concerning a proposed Reorganization Plan or proposed modification, if the Corporation intends to exercise voting rights on behalf of Depositors Represented by the Corporation, it shall, by two weeks prior to the last day of the period prescribed in Article 189, paragraph (2), item (ii) of said Act (including the cases where applied mutatis mutandis pursuant to Article 113), give a notice to Depositors Represented by the Corporation (excluding those who are unable to exercise voting rights), and give a public notice of the content or gist of the proposed Reorganization Plan or proposed modification to which it intends to give consent.
(Notice, etc. by the Deposit Insurance Corporation of Japan)
Article 401 (1) The notice given under the provisions of Article 399, paragraph (1) and the preceding Article shall be deemed to have been delivered when the notice should have normally arrived.
(2) The provisions of Article 10, paragraphs (1) and (2) of the Corporate Reorganization Act shall apply mutatis mutandis to the public notice under the provisions of Article 391, paragraph (2) and the preceding Article.
(Permission of the Performance of Settlement obligations, etc.)
Article 402 (1) Where an order to the effect that loans of funds shall be granted to a Financial Institution against which an Order of Commencement of Reorganization Proceedings was made pursuant to the provisions of Article 69-3, paragraph (1) of the Deposit Insurance Act (including the cases where applied mutatis mutandis pursuant to Article 127 of said Act) has been made, the Court may, notwithstanding the provisions of Article 47, paragraph (1) of the Corporate Reorganization Act (including the cases where applied mutatis mutandis pursuant to Article 34), upon the petition of a trustee, grant permission of the performance of settlement obligations under Article 69-3, paragraph (1) of the Deposit Insurance Act or the repayment of deposits, etc. under the provisions of said paragraph as applied mutatis mutandis pursuant to Article 127 of said Act.
(2) The Court shall, upon granting permission pursuant to the provisions of the preceding paragraph, specify the type of the settlement obligations to be performed or the type of the deposits, etc. to be repaid, a limit of performance or repayment (hereinafter referred to as "performance, etc." in this Article, Article 473, paragraphs (2) and (3), and Article 513, paragraphs (2) and (3)), and a period in which the performance, etc. shall be made (the last day of said period shall precede the last day of the period for filing proofs of claims).
(3) The Court shall, when specifying the type of the settlement obligations to be performed or the type of the deposits, etc. to be repaid, a limit of performance, etc. and a period in which the performance, etc. shall be made pursuant to the provisions of the preceding paragraph, hear the opinion of the Corporation in advance.
Section 5 Powers of Investor Protection Fund
(Special Provisions on Cases Where a Period for Filing is Specified)
Article 403 If the Court intends to issue an Order of Commencement of Reorganization Proceedings of a Financial Instruments Business Operator, it shall hear the opinion of the Investor Protection Fund (meaning the Investor Protection Fund prescribed in Article 79-21 of the Financial Instruments and Exchange Act in which said Financial Instruments Business Operator participates; hereinafter referred to as "Fund") in advance about the period for which proofs of Reorganization Claims, etc. should be filed as specified pursuant to the provisions of Article 42, paragraph (1) of the Corporate Reorganization Act.
(Special Provisions on Notice of a Comprehensive Prohibition Order)
Article 404 (1) When an order under the provisions of Article 26, paragraph (1) of the Corporate Reorganization Act (including the cases where applied mutatis mutandis pursuant to Article 44, paragraph (2) of said Act; hereinafter the same shall apply in this Article) is made against a Financial Instruments Business Operator, the notice under the provisions of Article 26, paragraph (1) of said Act shall not be required to be given to the Customers (meaning creditors pertaining to Customer Claims; the same shall apply hereinafter) who would have become Reorganization Creditors if an Order of Commencement of Reorganization Proceedings had been made against said Financial Instruments Business Operator.
(2) In the case prescribed in the preceding paragraph, the Court shall give a notice of the main text of the order under Article 26, paragraph (1) of the Corporate Reorganization Act to the Fund.
(Special Provisions on Notice of an Order of Commencement of Reorganization Proceedings)
Article 405 (1) When the Court has made an Order of Commencement of Reorganization Proceedings against a Financial Instruments Business Operator, the notice under the provisions of Article 43, paragraph (3), item (i) of said Act shall not be required to be given to Customers who are Reorganization Creditors.
(2) In the case prescribed in the preceding paragraph, the Court shall give a notice to the Fund of the matters of which a public notice shall be made pursuant to the provisions of Article 43, paragraphs (1) and (2) of the Corporate Reorganization Act.
(3) In Reorganization Proceedings of a Financial Instruments Business Operator, where there is any change to the matters set forth in Article 43, paragraph (1), item (ii) or (iii) of the Corporate Reorganization Act before the customer list is submitted pursuant to the provisions of Article 411, paragraph (1) (for the matters set forth in said item, limited to cases where there is any change to the period for which proofs of Reorganization Claims, etc. should be filed) or where an order to revoke the Order of Commencement of Reorganization Proceedings becomes final and binding, the notice under the provisions of paragraph (3), item (i) of said Article as applied mutatis mutandis pursuant to Article 43, paragraph (5) of said Act or the provisions of the main clause of Article 44, paragraph (3) of said Act shall not be required to be given to Customers who are Reorganization Creditors and have not filed the matters specified in the provisions of Article 138, paragraph (1) of said Act.
(4) In the case prescribed in the preceding paragraph, the Court shall give a notice to the Fund of the details of the change to the matters set forth in Article 43, paragraph (1), item (ii) or (iii) of the Corporate Reorganization Act (for the matters set forth in said item, limited to the period for which proofs of Reorganization Claims, etc. should be filed) or the main text of the order to revoke the Order of Commencement of Reorganization Proceedings; provided, however, that this shall not apply to the case where an order under Article 42, paragraph (2) of said Act has been made.
(Business Assignment)
Article 406 The Court, when granting the permission set forth in Article 46, paragraph (2) of the Corporate Reorganization Act in Reorganization Proceedings of a Financial Instruments Business Operator, shall hear the opinion of the Fund.
(Meeting for Reporting the Status of Property)
Article 407 In a meeting of persons concerned prescribed in Article 85, paragraph (1) of the Corporate Reorganization Act in Reorganization Proceedings of a Financial Instruments Business Operator, the Court shall hear the opinion of the Fund about the appointment of a trustee and the matters concerning the business and property management of said Financial Instruments Business Operator.
(Notice of the Date of a Meeting of Persons Concerned)
Article 408 A Court clerk shall, where a meeting of persons concerned is convened before the expiration of the period for filing proofs of claims (meaning period for filing proofs of claims prescribed in Article 138, paragraph (1) of the Corporate Reorganization Act; hereinafter the same shall apply in this Section) in Reorganization Proceedings of a Financial Instruments Business Operator, give a notice to the Fund of the date of said meeting of persons concerned; provided, however, that this shall not apply to the case where an order under Article 42, paragraph (2) of said Act has been made.
(Reorganization Creditors Committee)
Article 409 (1) For the purpose of application of the provisions of Article 117, paragraphs (1) and (4) of the Corporate Reorganization Act before the submission of the customer list by the Fund pursuant to the provisions of Article 411, paragraph (1), the term "of Reorganization Creditors" in paragraph (1) of said Article shall be deemed to be replaced with "of Reorganization Creditors (including the Investor Protection Fund (meaning the Investor Protection Fund prescribed in Article 79-21 of the Financial Instruments and Exchange Act in which the Company under Reorganization participates; hereinafter the same shall apply in this Article))" and the term "petition by Reorganization Creditors" in paragraph (4) of said Article shall be deemed to be replaced with "petition by Reorganization Creditors (including the Investor Protection Fund)."
(2) The provisions of Article 415 shall apply mutatis mutandis to the cases where the Fund is a member of the Reorganization Creditors committee prescribed in Article 117, paragraph (2) of the Corporate Reorganization Act. In this case, the term "Customers Represented by the Fund" in Article 415 shall be deemed to be replaced with "Customers."
(Preparation and Public Inspection of Customer List)
Article 410 (1) The Fund shall, upon receiving the notice under Article 405, paragraph (2), prepare a schedule of depositors stating the matters prescribed in Article 144, paragraph (2) of the Corporate Reorganization Act with respect to the Customer Claims that are known Reorganization Claims (excluding those whose creditor is the Fund), without delay.
(2) When the Fund has prepared a customer list, it shall immediately give a public notice to that effect and of the place where it is made available for public inspection and make the customer list available for public inspection by Customers until the day immediately preceding the last day of the period for filing proofs of claims.
(3) The date of commencement of public inspection of a customer list under the provisions of the preceding paragraph shall be the day at least two weeks before the day immediately preceding the last day of the period for filing proofs of claims.
(4) When the Fund, after the commencement of making a customer list available for public inspection, becomes aware that there are Customer Claims (excluding those whose creditor is the Fund) not stated in said customer list, it shall, without delay, add the statement of the matters prescribed in paragraph (1) pertaining to said Customer Claims to said customer list. The same shall apply to cases when the Fund becomes aware that the statement regarding the Customer Claims stated in said customer list should be changed in the interest of the creditors pertaining to said Customer Claims.
(5) The Fund may, even after the commencement of making a customer list available for public inspection, with the approval of the Customers stated in said customer list, delete a statement regarding the Customer Claims pertaining to said Customers or change a statement that is detrimental to the interest of said Customers. However, in cases where the Fund has acquired the Customer Claims pertaining to the Customers stated in said customer list pursuant to the provisions of Article 79-57, paragraph (4) of the Financial Instruments and Exchange Act, the Fund may, without the approval of said Customers, delete a statement regarding said Customer Claims or change a statement that is detrimental to the interest of said Customers.
(Submission of Customer List)
Article 411 (1) The Fund shall submit a customer list prepared pursuant to the provisions of the preceding Article to the Court on the last day of the period for filing proofs of claims.
(2) The provision of the first sentence of paragraph (4) of the preceding Article shall apply mutatis mutandis to the cases where the Fund becomes aware that there are Customer Claims (excluding those whose creditor is the Fund and those that have already been filed with the Court by Customers) not stated in a customer list after submitting it to the Court.
(3) The addition of a statement prescribed in the first sentence of paragraph (4) of the preceding Article may not be made after an order to refer the proposed Reorganization Plan to a resolution is made.
(4) The Fund, when it submits a customer list under the provisions of paragraph (1) or adds a statement under the provision of the first sentence of paragraph (4) of the preceding Article, shall file with the Court the matters set forth in the items of Article 138, paragraph (1) of the Corporate Reorganization Act (excluding the matters prescribed in paragraph (1) of the preceding Article).
(5) For the purpose of application of the provisions of Article 14, paragraph (1) of the Corporate Reorganization Act to Reorganization Proceedings of a Financial Instruments Business Operator, the term "this Act (including other Acts as applied mutatis mutandis pursuant to this Act)" in said paragraph shall be deemed to be replaced with "this Act (including other Acts as applied mutatis mutandis pursuant to this Act) and the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions."
(Effect of Submission of Customer List)
Article 412 For the purpose of application of the provisions of the Corporate Reorganization Act, the Customer Claims (excluding those that have been filed by Customers under the provisions of Article 138, paragraph (1) of said Act before said submission) stated in a customer list submitted under the provisions of paragraph (1) of the preceding Article shall be deemed to have been filed within the period for filing proofs of claims; and the Customer Claims pertaining to the addition of a statement under the provision of the first sentence of Article 410, paragraph (4) as applied mutatis mutandis pursuant to paragraph (2) of the preceding Article shall be deemed to have been filed under the provisions of Article 139, paragraph (1) of said Article.
(Participation of Customers)
Article 413 (1) If a creditor pertaining to the Customer Claims (excluding those for which a transfer of the title of the holder of filed claims under the provisions of Article 141 of the Corporate Reorganization Act have been made with the Fund; hereinafter the same shall apply in this Article and the following Article) that are deemed to have been filed under the provisions of the preceding Article intends to participate in Reorganization Proceedings by himself/herself, he/she shall notify the Court to that effect; provided, however, that the same shall not apply to acts relating to Court proceedings relating to the determination of Reorganization Claims.
(2) The notice under the provisions of the preceding paragraph (hereinafter referred to as "Participation Notice" in this Article and the following Article) may be given until the close of Reorganization Proceedings.
(3) The Court shall, when a Participation Notice is given, give a notice of same to the Fund.
(4) A customer who gave a Participation Notice shall participate in Reorganization Proceedings by himself/herself with regard to the whole of Customer Claims pertaining to said customer that are deemed to have been filed under the provisions of the preceding Article.
(Powers of Investor Protection Fund)
Article 414 The Fund shall perform any and all acts involved in Reorganization Proceedings (excluding acts relating to the Court decision proceedings concerning the determination of Reorganization Claims pertaining to Claims Represented by the Fund (as defined below) to which the Fund has raised objection in the investigation of Reorganization Claims, etc.) in the interest of the creditors pertaining to the Customer Claims that are deemed to have been filed under the provisions of Article 412 (excluding those who gave a Participation Notice; hereinafter referred to as "Customers Represented by the Fund" in this Section) with regard to Customer Claims pertaining to said Customers Represented by the Fund (hereinafter referred to as "Claims Represented by the Fund" in this Section); provided, however, that in order to withdraw the filing of proofs pertaining to Claims Represented by the Fund or change the matters that have been filed concerning Claims Represented by the Fund in a manner detrimental to Customers Represented by the Fund pertaining to said Claims Represented by the Fund, or to withdraw a petition for Reorganization Claim, etc. assessment (meaning a petition for Reorganization Claim, etc. assessment prescribed in Article 151, paragraph (1) of the Corporate Reorganization Act) pertaining to Claims Represented by the Fund or perform any of the procedural acts listed in Article 32, paragraph (2), item (i) or (ii) of the Code of Civil Procedure in an action concerning the determination of Reorganization Claims pertaining to Claims Represented by the Fund, the delegation of power from Customers Represented by the Fund pertaining to said Claims Represented by the Fund shall be required.
(Obligations of Investor Protection Fund)
Article 415 (1) The Fund shall conduct the acts referred to in the preceding Article in a fair and sincere manner in the interest of Customers Represented by the Fund.
(2) The Fund shall conduct the acts referred to in the preceding Article with the due care of a prudent manager for Customers Represented by the Fund.
(Change to the Matters Pertaining to Filing)
Article 416 (1) When the Fund becomes aware that any of the matters pertaining to the filing relating to Claims Represented by the Fund should be changed in the interest of the Customers Represented by the Fund pertaining to said Claims Represented by the Fund, it shall change said matters pertaining to the filing without delay.
(2) The provisions of Article 411(3) shall apply mutatis mutandis to the change referred to in the preceding paragraph.
(3) The change under the provisions of paragraph (1) shall, for the purpose of application of the provisions of the Corporate Reorganization Act, be deemed to be the change under the provisions of Article 139, paragraph (5) of said Act unless otherwise provided for in this Chapter.
(Expenses for Special Period for Investigation)
Article 417 Any expenses relating to the Special Period for Investigation prescribed in Article 148, paragraph (1) of the Corporate Reorganization Act pertaining to Claims Represented by the Fund (hereinafter referred to as "Special Period for Investigation" in this Article) shall, notwithstanding the provisions of Article 148, paragraph (2) of said Act, be borne by the Fund. However, the Fund may, in the case where a Special Period for Investigation is set for the examination of the Customer Claims that have been restored to their original state pursuant to the provisions of Article 92 of said Act or where there are other reasonable grounds, claim reimbursement of the whole or part of said expenses from Customers Represented by the Fund.
(Notice of Objection)
Article 418 (1) Where, in an investigation of Reorganization Claims, etc., a trustee has disapproved the details of Claims Represented by the Fund or an objection has been made with regard to said details by any holder of filed Reorganization Claims, etc. (meaning holder of filed Reorganization Claims, etc. prescribed in Article 42, paragraph (2) of the Corporate Reorganization Act) or shareholder (excluding the case where the Fund has raised objection with regard to said Claims Represented by the Fund), the Fund shall, without delay, give a notice to that effect to the Customers Represented by the Fund pertaining to said Claims Represented by the Fund.
(2) Where, in an investigation of Reorganization Claims, etc., the Fund has raised objection with regard to the details of Claims Represented by the Fund, a Court clerk shall give a notice of same to the Customers Represented by the Fund pertaining to said Claims Represented by the Fund.
(Notice and Public Notice for the Exercise of Voting Rights)
Article 419 (1) Where a method set forth in Article 189, paragraph (2), item (i) of the Fund Reorganization Act is set as a method for exercising voting rights concerning a proposed Reorganization Plan or proposed modification, if the Corporation intends to exercise voting rights on behalf of Customers Represented by the Fund, it shall, by two weeks prior to the date of the first meeting of persons concerned a resolution of which said proposed Reorganization Plan or proposed modification is referred to, give a notice to Customers Represented by the Fund (excluding those who are unable to exercise voting rights), and give a public notice of the content or gist of the proposed Reorganization Plan or proposed modification to which it intends to give consent.
(2) Where the methods set forth in Article 189, paragraph (2), item (ii) or (iii) of the Fund Reorganization Act are set as methods for exercising voting rights concerning a proposed Reorganization Plan or proposed modification, if the Fund intends to exercise voting rights on behalf of Customers Represented by the Fund, it shall, by two weeks prior to the last day of the period prescribed in item (ii) of said paragraph, give a notice to Customers Represented by the Fund (excluding those who are unable to exercise voting rights), and give a public notice of the content or gist of the proposed Reorganization Plan or proposed modification to which it intends to give consent.
(Notice, etc. by Investor Protection Fund)
Article 420 (1) The notice given under the provisions of Article 418, paragraph (1) and the preceding Article shall be deemed to have been delivered when the notice should have normally arrived.
(2) The provisions of Article 10, paragraphs (1) and (2) of the Corporate Reorganization Act shall apply mutatis mutandis to the public notice given under the provisions of Article 410, paragraph (2) and the preceding Article.
Section 6 Powers of Policyholders Protection Corporation, etc.
Subsection 1 Powers of Policyholders Protection Corporation
(Special Provisions on Cases Where a Period for Filing is Specified)
Article 421 If the Court intends to issue an Order of Commencement of Reorganization Proceedings of an Insurance Company, it shall hear the opinion of the Policyholders Protection Corporation (meaning the Policyholders Protection Corporation prescribed in Article 259 of the Insurance Business Act in which said Insurance Company participates; hereinafter referred to as "Protection Corporation") in advance about the period for which proofs of Reorganization Claims, etc. should be filed as specified pursuant to the provisions of Article 42, paragraph (1) of the Corporate Reorganization Act (including the cases where applied mutatis mutandis pursuant to Article 196).
(Special Provisions on Notice of a Comprehensive Prohibition Order)
Article 422 (1) When an order under the provisions of Article 26, paragraph (1) of the Corporate Reorganization Act (including the cases where applied mutatis mutandis pursuant to Article 184 (including the cases where applied mutatis mutandis pursuant to Article 44, paragraph (2) of said Act as applied mutatis mutandis pursuant to Article 196) and Article 44, paragraph (2) of said Act; hereinafter the same shall apply in this Article) is made against an Insurance Company, the notice under the provisions of Article 26, paragraph (1) of said Act shall not be required to be given to Policyholders, etc. (meaning policyholders and other persons who have a right pertaining to an insurance contract (where the policyholder is a member of a Mutual Company, including membership rights; hereinafter the same shall apply in this Section); hereinafter the same shall apply in this Section) who would have become Reorganization Creditors if an Order of Commencement of Reorganization Proceedings had been made against said Insurance Company.
(2) In the case prescribed in the preceding paragraph, a notice of the main text of the order under Article 26, paragraph (1) of the Corporate Reorganization Act shall be given to the Protection Corporation.
(Special Provisions on Notice of an Order of Commencement of Reorganization Proceedings)
Article 423 (1) When an Order of Commencement of Reorganization Proceedings against an Insurance Company has been made, the notice under the provisions of Article 43, paragraph (3), item (i) (including the cases where applied mutatis mutandis pursuant to Article 196) of said Act shall not be required to be given to Policyholders, etc. who are Reorganization Creditors.
(2) In the case prescribed in the preceding paragraph, a notice of the matters of which a public notice shall be made pursuant to the provisions of Article 43, paragraphs (1) and (2) of the Corporate Reorganization Act (including the cases where applied mutatis mutandis pursuant to Article 196) shall be given to the Protection Corporation.
(3) In Reorganization Proceedings of an Insurance Company, where there is any change to the matters set forth in Article 43, paragraph (1), item (ii) or (iii) of the Corporate Reorganization Act (including the cases where applied mutatis mutandis pursuant to Article 196; the same shall apply in the following paragraph) before a list of insurance policyholders is submitted pursuant to the provisions of Article 429, paragraph (1) (for the matters set forth in said item, limited to cases where there is a change to the period for which proofs of Reorganization Claims, etc. should be filed) or where an order to revoke the Order of Commencement of Reorganization Proceedings becomes final and binding, the notice under the provisions of Article 43, paragraph (3), item (i) of said Act as applied mutatis mutandis pursuant to Article 43, paragraph (5) of said Act (including the cases where applied mutatis mutandis pursuant to Article 196) or the provisions of the main clause of Article 44, paragraph (3) of said Act (including the cases where applied mutatis mutandis pursuant to Article 196) shall not be required to be given to Policyholders, etc. who are Reorganization Creditors and have not filed the matters specified in the provisions of Article 138, paragraph (1) of said Act (including the cases where applied mutatis mutandis pursuant to Article 248).
(4) In the case prescribed in the preceding paragraph, the Court shall give a notice to the Protection Corporation of the details of the change to the matters set forth in Article 43, paragraph (1), item (ii) or (iii) of the Corporate Reorganization Act (for the matters set forth in said item, limited to the period for which proofs of Reorganization Claims, etc. should be filed) or the main text of the order to revoke the Order of Commencement of Reorganization Proceedings; provided, however, that this shall not apply to the case where an order under Article 42, paragraph (2) of said Act (including the cases where applied mutatis mutandis pursuant to Article 196) is made.
(Business Assignment)
Article 424 The Court, when granting the permission set forth in Article 198, paragraph (2) or Article 46, paragraph (2) of the Corporate Reorganization Act in Reorganization Proceedings of an Insurance Company, shall hear the opinion of the Protection Corporation.
(Meeting for Reporting the Status of Property)
Article 425 In a meeting of persons concerned prescribed in Article 85, paragraph (1) of the Corporate Reorganization Act (including the cases where applied mutatis mutandis pursuant to Article 222) in Reorganization Proceedings of an Insurance Company, the Court shall hear the opinion of the Protection Corporation about the appointment of a trustee and the matters concerning the business and property management of said Insurance Company.
(Notice of the Date of a Meeting of Persons Concerned)
Article 426 A Court clerk shall, where a meeting of persons concerned is convened before the expiration of the period for filing proofs of claims (meaning period for filing proofs of claims prescribed in Article 138, paragraph (1) of the Corporate Reorganization Act (including the cases where applied mutatis mutandis pursuant to Article 248); hereinafter the same shall apply in this Section) in Reorganization Proceedings of an Insurance Company, give a notice to the Protection Corporation of the date of said meeting of persons concerned; provided, however, that this shall not apply to the case where an order under Article 42, paragraph (2) of said Act (including the cases where applied mutatis mutandis pursuant to Article 196) is made.
(Reorganization Creditors Committee)
Article 427 (1) For the purpose of application of the provisions of Article 233, paragraph (1) and Article 117, paragraph (1) of the Corporate Reorganization Act and paragraph (4) of said Article (including the cases where applied mutatis mutandis pursuant to Article 233, paragraph (1); hereinafter the same shall apply in this paragraph) before the submission of the list of insurance policyholders by the Protection Corporation pursuant to the provisions of Article 429, paragraph (1), the term "of Reorganization Creditors" in Article 233, paragraph (1) and Article 117, paragraph (1) of said Act shall be deemed to be replaced with "of Reorganization Creditors (including the Policyholders Protection Corporation (meaning the Policyholders Protection Corporation prescribed in Article 259 of the Insurance Business Act in which the Company under Reorganization participates))" and the term "petition by Reorganization Creditors" in paragraph (4) of said Article shall be deemed to be replaced with "petition by Reorganization Creditors (including the Policyholders Protection Corporation)."
(2) The provisions of Article 433 shall apply mutatis mutandis to the cases where the Protection Corporation is a member of the Reorganization Creditors committee prescribed in Article 117, paragraph (2) of the Corporate Reorganization Act (including the cases where applied mutatis mutandis pursuant to Article 233, paragraph (1)). In this case, the term "Policyholders Represented by the Protection Corporation" in Article 433 shall be deemed to be replaced with "Policyholders, etc."
(Preparation and Public Inspection of List of insurance policyholders)
Article 428 (1) The Protection Corporation shall, upon receiving the notice under Article 423, paragraph (2), prepare a list of insurance policyholders stating the matters prescribed in Article 253, paragraph (2) or Article 144, paragraph (2) of the Corporate Reorganization Act with respect to the rights pertaining to insurance contracts that are known Reorganization Claims (excluding those whose creditor is the Protection Corporation), without delay.
(2) When the Protection Corporation has prepared a list of insurance policyholders, it shall immediately give a public notice to that effect and of the place where it is made available for public inspection and make the list of insurance policyholders available for public inspection by Policyholders, etc. until the day immediately preceding the last day of the period for filing proofs of claims.
(3) The date of commencement of public inspection of a list of insurance policyholders under the provisions of the preceding paragraph shall be the day at least two weeks before the day immediately preceding the last day of the period for filing proofs of claims.
(4) When the Protection Corporation, after the commencement of making a list of insurance policyholders available for public inspection, becomes aware that there are rights pertaining to insurance contracts (excluding those whose creditor is the Protection Corporation) not stated in said list of insurance policyholders, it shall, without delay, add the statement of the matters prescribed in paragraph (1) pertaining to said rights pertaining to insurance contracts to said list of insurance policyholders. The same shall apply to cases when the Protection Corporation becomes aware that the statement regarding the rights pertaining to insurance contracts stated in said list of insurance policyholders should be changed in the interest of the persons who have said rights pertaining to insurance contracts.
(5) The Protection Corporation may, even after the commencement of making a list of insurance policyholders available for public inspection, with the approval of the Policyholders, etc. stated in said list of insurance policyholders, delete a statement regarding the rights pertaining to insurance contracts pertaining to said Policyholders, etc. or change a statement that is detrimental to the interest of said Policyholders, etc. However, in cases where the Protection Corporation has purchased the rights pertaining to insurance contracts pertaining to the Policyholders, etc. stated in said list of insurance policyholders pursuant to the provisions of Article 270-6-8 of the Insurance Business Act, the Protection Corporation may, without the approval of said Policyholders, etc., delete a statement regarding said rights pertaining to insurance contracts or change a statement that is detrimental to the interest of said Policyholders, etc.
(Submission of List of insurance policyholders)
Article 429 (1) The Protection Corporation shall submit a list of insurance policyholders prepared pursuant to the provisions of the preceding Article to the Court on the last day of the period for filing proofs of claims.
(2) The provision of the first sentence of paragraph (4) of the preceding Article shall apply mutatis mutandis to the cases where the Protection Corporation becomes aware that there are rights pertaining to insurance contracts (excluding those whose creditor is the Protection Corporation and those that have already been filed with the Court by Policyholders, etc.) not stated in said list of insurance policyholders after submitting it to the Court.
(3) The addition of a statement prescribed in the first sentence of paragraph (4) of the preceding Article may not be made after an order to refer the proposed Reorganization Plan to a resolution is made.
(4) The Protection Corporation, when it submits a list of insurance policyholders under the provisions of paragraph (1) or adds a statement under the provision of the first sentence of paragraph (4) of the preceding Article, shall file with the Court the matters set forth in the items of Article 138, paragraph (1) of the Corporate Reorganization Act (including the cases where applied mutatis mutandis pursuant to Article 248) (excluding the matters prescribed in paragraph (1) of the preceding Article).
(Effect of Submission of List of insurance policyholders)
Article 430 For the purpose of application of the provisions of the Corporate Reorganization Act or the provisions of the preceding Chapter, the rights pertaining to insurance contracts stated in a list of insurance policyholders submitted under the provisions of paragraph (1) of the preceding Article (excluding those that have been filed by Policyholders, etc. under the provisions of Article 138, paragraph (1) of said Act (including the cases where applied mutatis mutandis pursuant to Article 248) before said submission) shall be deemed to have been filed within the period for filing proofs of claims; and the rights pertaining to insurance contracts pertaining to the addition of a statement under the provision of the first sentence of Article 428, paragraph (4) as applied mutatis mutandis pursuant to paragraph (2) of the preceding Article shall be deemed to have been filed under the provisions of Article 139, paragraph (1) of said Article (including the cases where applied mutatis mutandis pursuant to Article 248).
(Participation of Policyholders, etc.)
Article 431 (1) If a person who has rights pertaining to insurance contracts (excluding those for which the transfer of the title of holder of a filed claim under the provisions of Article 141 of the Corporate Reorganization Act (including the cases where applied mutatis mutandis pursuant to Article 250) has been made with the Protection Corporation; hereinafter the same shall apply in this Article and the following Article) that are deemed to have been filed under the provisions of the preceding Article intends to participate in Reorganization Proceedings by himself/herself, he/she shall notify the Court to that effect; provided, however, that the same shall not apply to acts relating to Court proceedings relating to the determination of Reorganization Claims.
(2) The notice under the provisions of the preceding paragraph (hereinafter referred to as "Participation Notice" in this Article and the following Article) may be given until the close of Reorganization Proceedings.
(3) The Court shall, when a Participation Notice is given, give a notice of same to the Protection Corporation.
(4) A Policyholder, etc. who gave a Participation Notice shall participate in Reorganization Proceedings by himself/herself with regard to the whole of the rights pertaining to insurance contracts pertaining to said Policyholder, etc. that are deemed to have been filed under the provisions of the preceding Article.
(Powers of Policyholders Protection Corporation)
Article 432 The Protection Corporation shall perform any and all acts involved in Reorganization Proceedings (excluding acts relating to the Court decision proceedings concerning the determination of Reorganization Claims pertaining to the following Claims Represented by the Protection Corporation (as defined below)) in the interest of the persons who have rights pertaining to insurance contracts that are deemed to have been filed under the provisions of Article 430 (excluding Policyholders, etc. who gave a Participation Notice; hereinafter referred to as "Policyholders Represented by the Protection Corporation" in this Section) with regard to rights pertaining to insurance contracts pertaining to said Policyholders Represented by the Protection Corporation (hereinafter referred to as "Claims Represented by the Protection Corporation" in this Section); provided, however, that in order to withdraw the filing of proofs pertaining to Claims Represented by the Protection Corporation or change the matters that have been filed concerning Claims Represented by the Protection Corporation in a manner detrimental to the interest of Policyholders Represented by the Protection Corporation pertaining to said Claims Represented by the Protection Corporation or withdraw a petition for Reorganization Claim, etc. assessment (meaning a petition for Reorganization Claim, etc. assessment prescribed in Article 151, paragraph (1) of the Corporate Reorganization Act (including the cases where applied mutatis mutandis pursuant to Article 255)) pertaining to Claims Represented by the Protection Corporation or perform any of the procedural acts listed in Article 32, paragraph (2), item (i) or (ii) of the Code of Civil Procedure in an action concerning the determination of Reorganization Claims pertaining to Claims Represented by the Protection Corporation, the delegation of power from Policyholders Represented by the Protection Corporation pertaining to said Claims Represented by the Protection Corporation shall be required:
(i) Insurance claims;
(ii) The right to demand compensation for losses (other than the right listed in the preceding item); and
(iii) Claims Represented by the Protection Corporation to which the Protection Corporation has raised objection in the investigation of Reorganization Claims, etc.
(Obligations of Policyholders Protection Corporation)
Article 433 (1) The Protection Corporation shall conduct the acts referred to in the preceding Article in a fair and sincere manner in the interest of Policyholders Represented by the Protection Corporation.
(2) The Protection Corporation shall conduct the acts referred to in the preceding Article with the due care of a prudent manager for Policyholders Represented by the Protection Corporation.
(Change to the Matters Pertaining to Filing)
Article 434 (1) When the Protection Corporation becomes aware that any of the matters pertaining to the filing relating to Claims Represented by the Protection Corporation should be changed in the interest of the Policyholders Represented by the Protection Corporation pertaining to said Claims Represented by the Protection Corporation, it shall change said matters pertaining to the filing without delay.
(2) The provisions of Article 429, paragraph (3) shall apply mutatis mutandis to the change referred to in the preceding paragraph.
(3) The change under the provisions of paragraph (1) shall, for the purpose of application of the provisions of the Corporate Reorganization Act or the provisions of the preceding Chapter, be deemed to be the change under the provisions of Article 139, paragraph (5) of said Act (including the cases where applied mutatis mutandis pursuant to Article 248) unless otherwise provided for in this Chapter.
(Expenses for Special Period for Investigation)
Article 435 Any expenses relating to the Special Period for Investigation prescribed in Article 148, paragraph (1) of the Corporate Reorganization Act (including the cases where applied mutatis mutandis pursuant to Article 254) pertaining to Claims Represented by the Protection Corporation (hereinafter referred to as "Special Period for Investigation" in this Article) shall, notwithstanding the provisions of Article 148, paragraph (2) of said Act (including the cases where applied mutatis mutandis pursuant to Article 254), be borne by the Protection Corporation. However, the Protection Corporation may, in the case where a Special Period for Investigation is set for the examination of the claims pertaining to insurance contracts that have been restored to their original state pursuant to the provisions of Article 92 of said Act (including the cases where applied mutatis mutandis pursuant to Article 226) or where there are other reasonable grounds, claim reimbursement of the whole or part of said expenses from Policyholders Represented by the Protection Corporation.
(Notice of Objection)
Article 436 (1) Where, in an investigation of Reorganization Claims, etc., a trustee has disapproved the details of Claims Represented by the Protection Corporation or an objection has been made with regard to said details by any holder(s) of filed Reorganization Claims, etc. (meaning holder of the filed Reorganization Claims, etc. prescribed in Article 42, paragraph (2) of the Corporate Reorganization Act (including the cases where applied mutatis mutandis pursuant to Article 196)) or shareholder or member (excluding the case where the Protection Corporation has raised objection with regard to said Claims Represented by the Protection Corporation), the Protection Corporation shall, without delay, give a notice to that effect to the Policyholders Represented by the Protection Corporation pertaining to said Claims Represented by the Protection Corporation.
(2) Where, in an investigation of Reorganization Claims, etc., the Protection Corporation has raised objection with regard to the details of Claims Represented by the Protection Corporation, a Court clerk shall give a notice of same to the Policyholders Represented by the Protection Corporation pertaining to said Claims Represented by the Protection Corporation.
(Notice and Public Notice for the Exercise of Voting Rights)
Article 437 (1) Where a method set forth in Article 189, paragraph (2), item (i) of the Corporate Reorganization Act (including the cases where applied mutatis mutandis pursuant to Article 282) is set as a method for exercising voting rights concerning a proposed Reorganization Plan or proposed modification, if the Protection Corporation intends to exercise voting rights on behalf of the Policyholders Represented by the Protection Corporation, it shall, by two weeks prior to the date of the first meeting of persons concerned to which a resolution of said proposed Reorganization Plan or proposed modification is referred, give a notice to Policyholders Represented by the Protection Corporation (excluding those who are unable to exercise voting rights), and give a public notice of the content or gist of the proposed Reorganization Plan or proposed modification to which it intends to give consent.
(2) Where the methods set forth in Article 189, paragraph (2), item (ii) or (iii) of the Corporate Reorganization Act (including the cases where applied mutatis mutandis pursuant to Article 282) are set as methods for exercising voting rights concerning a proposed Reorganization Plan or proposed modification, if the Protection Corporation intends to exercise voting rights on behalf of Policyholders Represented by the Protection Corporation, it shall, by two weeks prior to the last day of the period prescribed in Article 189, paragraph (2), item (ii) of said Act (including the cases where applied mutatis mutandis pursuant to Article 282), give a notice to Policyholders Represented by the Protection Corporation (excluding those who are unable to exercise voting rights), and give a public notice of the content or gist of the proposed Reorganization Plan or proposed modification to which it intends to give consent.
(Notice, etc. by Policyholders Protection Corporation)
Article 438 (1) The notice given under the provisions of Article 436, paragraph (1) and the preceding Article shall be deemed to have been delivered when the notice should have normally arrived.
(2) The provisions of Article 10, paragraphs (1) and (2) of the Corporate Reorganization Act shall apply mutatis mutandis to the public notice given under the provisions of Article 428(2) and the preceding Article.
Subsection 2 Treatment of Insurance Contracts in Reorganization Proceedings of an Insurance Company, etc.
(Special Provisions on Right to Terminate of the Trustee)
Article 439 The provisions of Article 61, paragraphs (1) to (4) of the Corporate Reorganization Act (including the cases where applied mutatis mutandis pursuant to Article 206, paragraph (1)) shall not apply to insurance contracts (excluding reinsurance contracts) in which an Insurance Company is the insurer.
(Special Provisions on Performance of Covered Insurance Claims)
Article 440 (1) Where an Order of Commencement of Reorganization Proceedings of an Insurance Company has been made, and when said Insurance Company concludes a contract under the provisions of Article 270-6-7, paragraph (3) of the Insurance Business Act with the Protection Corporation, notwithstanding the provisions of Article 47, paragraph (1) of the Corporate Reorganization Act (including the cases where applied mutatis mutandis pursuant to Article 199), it may perform obligations pertaining to covered insurance claims prescribed in Article 245, item (i) of said Act (referred to as "Covered Insurance Claims" in Article 546, paragraph (1)) based on the claim by the Reorganization Creditors pertaining to the insurance claims pertaining to the Covered Insurance Contracts prescribed in Article 270-3, paragraph (2) , item(i) of the Insurance Business Act (referred to as "Covered Insurance Contracts" in Article 445, paragraphs (2) and (4) and Article 546, paragraph (1)) and any other rights specified by a Cabinet Order (hereinafter referred to as "Insurance Claims, etc." in this Article to Article 442, Article 546, and Article 547).
(2) For the Insurance Claims, etc. for which the claim under the provisions of the preceding paragraph is made after the expiration of the period for filing proofs of claims, but before an order of confirmation of the Reorganization Plan is made, the Reorganization Creditors pertaining to said Insurance Claims, etc. shall, within an unextendable period of two weeks after making the claim, file the matters set forth in Article 138 or Article 139, paragraph (1) of the Corporate Reorganization Act (including the cases where applied mutatis mutandis pursuant to Article 248), change the notified matters pursuant to the provisions of Article 139, paragraph (5) of said Act (including the cases where applied mutatis mutandis pursuant to Article 248), or transfer the title of the holder of a filed claim pursuant to the provisions of Article 141 of said Act (including the cases where applied mutatis mutandis pursuant to Article 250) (hereinafter referred to as "Filing, etc.").
(3) A Reorganization Creditor, even where he/she has received payment under the provisions of paragraph (1), may participate in Reorganization Proceedings with regard to the whole of claims as of the time before receiving such payment.
(4) A Reorganization Creditor who received payment under the provisions of paragraph (1) may not receive any payment through Reorganization Proceedings until other Reorganization Creditors who have the rights of the same nature receive payment of the same proportion as he/she did.
(5) The Reorganization Creditor referred to in the preceding paragraph may not exercise voting rights with respect to the part of claims for which he/she received payment under the provisions of paragraph (1).
Article 441 When an Insurance Company receives a claim under the provisions of paragraph (1) of the preceding Article, it shall give a notice to the Protection Corporation of the matters prescribed in Article 428, paragraph (1) with respect to Insurance Claims, etc. pertaining to said claim without delay.
(Special Provisions on Filling of Rights pertaining to Insurance Contracts)
Article 442 (1) Where a policyholder made a Filing, etc. with respect to the rights pertaining to insurance contracts that are Reorganization Claims, the Reorganization Plan shall have clauses relating to the matters set forth in Article 259, paragraph (1), item (i) or Article 167, paragraph (1), item (i) of the Corporate Reorganization Act also with respect to said rights pertaining to insurance contracts that are Reorganization Claims for which no Filing, etc. has been made (including those held by a person other than said policyholder and excluding Insurance Claims, etc. pertaining to the claim under the provisions of Article 440(1)).
(2) The provisions of the preceding paragraph shall not preclude a person who has rights pertaining to insurance contracts (excluding policyholders) from making a Filing, etc. A Filing, etc. in this case shall be made after said rights arise due to the occurrence of an insured event or for any other reason.
(Special Provisions on Investigation and Determination of Rights pertaining to Insurance Contracts)
Article 443 (1) Where a Filing, etc. under the provisions of Article 440, paragraph (2) is made or where a Filing, etc. under the provisions of paragraph (2) of the preceding Article is made after the expiration of the period for filing proofs of claims, but before an order of confirmation of the Reorganization Plan is made, the provisions of Article 145 to Article 148-2 of the Corporate Reorganization Act (including the cases where applied mutatis mutandis pursuant to Article 254) shall not apply to the rights pertaining to said Filing, etc.
(2) Where a Filing, etc. referred to in the preceding paragraph is made, the Court shall, for the purpose of conducting an investigation of Reorganization Claims, etc. pertaining to said Filing, etc., immediately give a notice to that effect to the trustee and the Insurance Company.
(3) The trustee may, within two weeks from the day on which the notice under the provisions of the preceding paragraph is given, make an objection to the Court in writing with regard to the matters prescribed in the items of Article 146, paragraph (2) of the Corporate Reorganization Act (in the case where the Insurance Company is a Mutual Company, the items of Article 146, paragraph (2) of said Act as applied mutatis mutandis pursuant to Article 254) for the categories set forth in the respective items with regard to the rights pertaining to the Filing, etc. under paragraph (1). The same shall apply to the cases where the Insurance Company makes an objection to the details of the rights pertaining to said Filing, etc.
(4) When an objection is made pursuant to the provisions of the first sentence of the preceding paragraph, a Court clerk shall immediately give a notice to that effect to the creditors pertaining to the rights pertaining to the Filing, etc. referred to in paragraph (1).
(5) For the purpose of application of the provisions of Article 151, paragraph (2) of the Corporate Reorganization Act (including the cases where applied mutatis mutandis pursuant to Article 255; hereinafter the same shall apply in this paragraph) to the rights to which the trustee made an objection under the first sentence of paragraph (3), the phrase "the last day of the period for investigation of Reorganization Claims, etc. to which an objection was raised as prescribed in the main clause of the preceding paragraph or the notice under Article 149, paragraph (4)" in said paragraph shall be deemed to be replaced with "the notice under the provisions of Article 443, paragraph (4) of the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions."
(Valuation of Claims pertaining to insurance contracts of Policyholders)
Article 444 The estimated amount as of the time of the commencement of Reorganization Proceedings as prescribed in Article 136, paragraph (1), item (iii) of the Corporate Reorganization Act (including the cases where applied mutatis mutandis pursuant to Article 247, paragraph (1)) shall, with regard to the claims pertaining to insurance contracts of policyholders (excluding claims pertaining to insurance contracts for which insurance claims and any other right specified by a Cabinet Order have arisen due to the occurrence of an insured event or for any other reason (hereinafter referred to as "Insurance Claims, etc." in this Article) as of the time of the commencement of Reorganization Proceedings (limited to those to be extinguished upon payment pertaining to said Insurance Claims, etc.)), be the amount set forth in item (i) in the case of a Life Insurance Company (meaning Life Insurance Company prescribed in Article 2, paragraph (3) of the Insurance Business Act; the same shall apply in paragraph (3) of the following Article) and a Foreign Life Insurance Company, etc. (meaning Foreign Life Insurance Company prescribed in Article 2, paragraph (8) of the Insurance Business Act; the same shall apply in paragraph (3) of the following Article) and the sum total of the amounts set forth in items (ii) and (iii) in the case of a Non-Life Insurance Company (meaning Non-Life Insurance Company prescribed in Article 2, paragraph (4) of the Insurance Business Act) and Foreign Non-Life Insurance Company, etc. (meaning Foreign Non-Life Insurance Company prescribed in Article 2(9) of the Insurance Business Act).
(i) The amount of money reserved for the insured as of the time of the commencement of Reorganization Proceedings;
(ii) Any unearned premium (referring to the insurance premium paid for that part of the period of insurance stipulated in an insurance contract which had not lapsed by the time of the commencement of Reorganization Proceedings); and
(iii) The amount of money reserved as a reserve for refund as of the time of the commencement of Reorganization Proceedings.
(Reorganization Plan of an Insurance Company)
Article 445 (1) In cases where the Reorganization Plan changes claims pertaining to the same class of insurance contracts, the provisions of Article 260, paragraph (1) or Article 168, paragraph (1) of the Corporate Reorganization Act shall not be interpreted as precluding the use of the same levels for the method of funding the policy reserve and the levels of the coefficients that should constitute the basis for calculating the amount of the policy reserve, such as expected mortality.
(2) The provisions of Article 260, paragraph (1) or Article 168, paragraph (1) of the Corporate Reorganization Act shall not be interpreted as precluding the Reorganization Plan from setting disadvantageous terms and conditions for claims pertaining to cancellation refunds arising after the commencement of Reorganization Proceedings of an Insurance Company (in the case where the Court, pursuant to the provision of Article 28, paragraph (1) of the Corporate Reorganization Act (including the cases where applied mutatis mutandis pursuant to Article 185), has issued a temporary restraining order to prohibit the Insurance Company from carrying out payment or any other act that extinguishes obligations to Reorganization Creditors, etc., after the temporary restraining order is issued) and benefits prescribed in Article 250, paragraph (1) of the Insurance Business Act as those specified by a Cabinet Office Ordinance or Ordinance of the Ministry of Finance (limited to those pertaining to Covered Insurance Contracts other than specified Covered Insurance Contract prescribed in Article 245, paragraph (ii) of said Act (referred to as "specified Covered Insurance Contract" in paragraph (4))) as compared with other claims pertaining to insurance contracts.
(3) The provisions of Article 260, paragraph (1) or Article 168, paragraph (1) of the Corporate Reorganization Act shall not be interpreted as precluding the Reorganization Plan from setting advantageous terms and conditions for claims pertaining to performance-linked insurance contracts (meaning performance-linked insurance contracts prescribed in Article 100-5, paragraph (1) of the Insurance Business Act) as compared with other claims pertaining to insurance contracts.
(4) The Reorganization Plan may not set a reduction or release or any other clause that affects rights with respect to the part of claims pertaining to insurance contracts (limited to Covered Insurance Contracts other than specified Covered Insurance Contracts; hereinafter the same shall apply in this paragraph) of policyholders corresponding to the policy reserve that should be reserved from insurance premiums received after the commencement of Reorganization Proceedings of an Insurance Company.
Chapter V Special Provisions on Rehabilitation Proceedings of Financial Institutions
Section 1 Petition for Commencement of Rehabilitation Proceedings, etc. by the Supervisory Agency
(Petition for Commencement of Rehabilitation Proceedings, etc.)
Article 446 (1) When a fact constituting the grounds for the commencement of bankruptcy proceedings is likely to occur to a Financial Institution, Foreign Bank pertaining to Foreign Bank Branch, Bank Holding Company, Long-Term Credit Bank Holding Company, federation of Shinkin Banks, federation of credit cooperatives, federation of labor banks, Financial Instruments Business Operator (meaning the Financial Instruments Business Operator prescribed in Article 2, paragraph (9) of the Financial Instruments and Exchange Act), Designated Parent Company or Insurance Holding Company (referred to as the "Financial Institution, etc." in this Section), the Supervisory Agency may file a petition to the Court for commencement of rehabilitation proceedings.
(2) The provisions of Article 377, paragraph (2) shall apply mutatis mutandis to a petition for commencement of rehabilitation proceedings of a Financial Institution, Foreign Bank pertaining to Foreign Bank Branch, Bank Holding Company, Long-Term Credit Bank Holding Company, federation of Shinkin Banks, federation of credit cooperatives or federation of labor banks filed by the supervisory agency pursuant to the provisions of the preceding paragraph; the provision of paragraph (3) of said Article shall apply mutatis mutandis to a petition for commencement of rehabilitation proceedings of a Financial Instruments Business Operator or Designated Parent Company filed by the supervisory agency pursuant to the provisions of the preceding paragraph; and the provision of paragraph (4) of said Article shall apply mutatis mutandis to a petition for commencement of rehabilitation proceedings of an Insurance Holding Company filed by the supervisory agency pursuant to the provisions of the preceding paragraph.
(3) In cases where the supervisory agency files a petition for commencement of rehabilitation proceedings pursuant to the provisions of paragraph (1), the provisions of Article 23, paragraph (1) of the Civil Rehabilitation Act shall not apply.
(Appeal against an Order to Dismiss with Prejudice on the Merits a Petition for Commencement of Rehabilitation Proceedings)
Article 447 Notwithstanding the provision of the first sentence of Article 9 of the Civil Rehabilitation Act, the supervisory agency may file an immediate appeal against an order to dismiss with prejudice on the merits a petition for commencement of rehabilitation proceedings filed pursuant to the provisions of paragraph (1) of the preceding Article.
(Notice to the Supervisory Agency)
Article 448 When a petition for commencement of rehabilitation proceedings of a Financial Institution, etc. is filed (excluding cases where the supervisory agency filed a petition for commencement of rehabilitation proceedings pursuant to the provisions of Article 446, paragraph (1)), a Court clerk shall give a notice to the supervisory agency to that effect.
(Petition for Stay order, etc. for Other Procedures and Proceedings)
Article 449 (1) In cases where a petition for commencement of rehabilitation proceedings of a Financial Institution, etc. has been filed, the supervisory agency may file a petition under the provisions of Article 26, paragraph (1) or Article 27, paragraph (1) of the Civil Rehabilitation Act (including the cases where applied mutatis mutandis pursuant to Article 36, paragraph (2) of said Act).
(2) In the case prescribed in the preceding paragraph, the supervisory agency may, notwithstanding the provision of the first sentence of Article 9 of the Civil Rehabilitation Act, file an immediate appeal against: a stay order under the provisions of Article 26, paragraph (1) of said Act (including the cases where applied mutatis mutandis pursuant to Article 36, paragraph (2) of said Act); an order under the provisions of Article 26, paragraph (2) of said Act (including the cases where applied mutatis mutandis pursuant to Article 36, paragraph (2) of said Act); a revocation order under the provisions of Article 26, paragraph (3) of said Act (including the cases where applied mutatis mutandis pursuant to Article 36, paragraph (2) of said Act); a prohibition order under the provisions of Article 27, paragraph (1) of said Act (including the cases where applied mutatis mutandis pursuant to Article 36, paragraph (2) of said Act); an order under the provisions of Article 27, paragraph (3) of said Act (including the cases where applied mutatis mutandis pursuant to Article 36, paragraph (2) of said Act); a revocation order under the provisions of Article 27, paragraph (4) of said Act (including the cases where applied mutatis mutandis pursuant to Article 36, paragraph (2) of said Act); or a judicial decision on a petition under the provisions of Article 29, paragraph (1) of said Act (including the cases where applied mutatis mutandis pursuant to Article 36, paragraph (2) of said Act).
(3) The immediate appeal set forth in the preceding paragraph shall not have the effect of a stay of execution.
(Petition for a Temporary Restraining Order, etc.)
Article 450 (1) In cases where a petition for commencement of rehabilitation proceedings of a Financial Institution, etc. has been filed, the supervisory agency may file a petition under the provisions of Article 30, paragraph (1) of the Civil Rehabilitation Act (including the cases where applied mutatis mutandis pursuant to Article 36, paragraph (2) of said Act; the same shall apply in the following paragraph).
(2) In the case prescribed in the preceding paragraph, the supervisory agency may, notwithstanding the provision of the first sentence of Article 9 of the Civil Rehabilitation Act, file an immediate appeal against a temporary restraining order under the provisions of Article 30, paragraph (1) of said Act or an order under the provisions of paragraph (2) of said Act (including the cases where applied mutatis mutandis pursuant to Article 36, paragraph (2) of said Act).
(3) The immediate appeal set forth in the preceding paragraph shall not have the effect of a stay of execution.
(Petition for a Provisional Administration Order, etc.)
Article 451 (1) In cases where a petition for commencement of rehabilitation proceedings of a Financial Institution, etc. has been filed, the supervisory agency may file a petition under the provisions of Article 79, paragraph (1) of the Civil Rehabilitation Act (including the cases where applied mutatis mutandis pursuant to paragraph (3) of said Article; the same shall apply in the following paragraph).
(2) In the case prescribed in the preceding paragraph, the supervisory agency may, notwithstanding the provision of the first sentence of Article 9 of the Civil Rehabilitation Act, file an immediate appeal against a disposition under Article 79, paragraph (1) of said Act or an order under the provisions of paragraph (4) of said Article.
(3) The immediate appeal set forth in the preceding paragraph shall not have the effect of a stay of execution.
(Petition for Order to Suspend Exercise of Security Interest)
Article 452 In cases where a petition for commencement of rehabilitation proceedings of a Financial Institution, etc. has been filed, the supervisory agency may file a petition under the provisions of Article 31, paragraph (1) of the Civil Rehabilitation Act only prior to an order of commencement of rehabilitation proceedings.
(Petition for an Administration Order, etc.)
Article 453 (1) In cases where a petition for commencement of rehabilitation proceedings of a Financial Institution, etc. has been filed, the supervisory agency may file a petition under the provisions of Article 64, paragraph (1) of the Civil Rehabilitation Act.
(2) In the case prescribed in the preceding paragraph, the supervisory agency may, notwithstanding the provision of the first sentence of Article 9 of the Civil Rehabilitation Act, file an immediate appeal against a disposition under Article 64(1) of said Act or an order under the provisions of paragraph (4) of said Article.
(3) The immediate appeal set forth in the preceding paragraph shall not have the effect of a stay of execution.
(Special Provisions on the Shinkin Bank Act, etc. concerning Business Assignment)
Article 454 The provisions of Article 43 of the Civil Rehabilitation Act (excluding paragraph (8)) shall apply mutatis mutandis to Cooperative Structured Financial Institutions. In this case, the term "Stock Company" in paragraph (1) of said Article shall be deemed to be replaced with "Cooperative Structured Financial Institution (meaning Cooperative Structured Financial Institution prescribed in Article 2, paragraph (2) of the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions (Act No. 95 of 1996))"; the phrases "the acts prescribed in Article 467, paragraph (1), items (i) to (ii)-2 of the Companies Act (hereinafter referred to as "Assignment of Business, etc." in this paragraph and paragraph (8))" and "Assignment of Business, etc." in said paragraph shall be deemed to be replaced with "assignment of the whole or part of its business"; the terms "paragraph (1) of said Article" and "approval by a resolution of a shareholders meeting" shall be deemed to be replaced with "Article 48-3 and Article 58, paragraph (1) of the Shinkin Bank Act (Act No. 238 of 1951), Article 53 and Article 57-3, paragraph (1) of the Small and Medium-Sized Enterprise Cooperatives Act (Act No. 181 of 1949), and Article 53 and Article 62, paragraph (1) of the Labor Bank Act (Act No. 227 of 1953)" and "resolution by the General Meeting of Partners, etc. or the General Meeting," respectively; the term "shareholders" in paragraphs (2) and (6) of said Article shall be deemed to be replaced with "members or partners"; and the terms "to shareholders," "the shareholder registry," and "by shareholders" shall be deemed to be replaced with "to members or partners," "the member registry or partner registry," and "by members or partners," respectively.
(Special Provisions on Jurisdiction, Transfer, and Notice of a Rehabilitation Case)
Article 455 (1) For the purpose of application of the provision of Article 5, paragraphs (8) and (9) and Article 7, item (iv), sub-items (b) and (c) of the Civil Rehabilitation Act to rehabilitation cases pertaining to Financial Institution, etc., the number of rehabilitation creditors shall be deemed to be 1,000 or more.
(2) For the purpose of application of the provision of Article 34, paragraph (2) of the Civil Rehabilitation Act to rehabilitation cases pertaining to Financial Institution, etc., the number of known rehabilitation creditors shall be deemed to be 1,000 or more.
Article 456 Deleted
Section 2 Powers of the Deposit Insurance Corporation of Japan
(Special Provisions on Cases Where a Period for Filing is Specified)
Article 457 If the Court intends to issue an order of commencement of rehabilitation proceedings of a Financial Institution, it shall hear the opinion of the Corporation in advance about the period during which proofs of rehabilitation claims should be filed as specified pursuant to the provisions of Article 34, paragraph (1) of the Civil Rehabilitation Act.
(Special Provisions on Notice of a Comprehensive Prohibition Order)
Article 458 (1) When an order under the provisions of Article 28, paragraph (1) of the Civil Rehabilitation Act (including the cases where applied mutatis mutandis pursuant to Article 36, paragraph (2) of said Act; hereinafter the same shall apply in this Article) is made against a Financial Institution, the notice under the provisions of Article 28, paragraph (1) of said Act shall not be required to be given to depositors, etc. who are rehabilitation creditors.
(2) In the case prescribed in the preceding paragraph, a notice of the main text of an order under Article 28, paragraph (1) of the Civil Rehabilitation Act shall be given to the Corporation.
(Special Provisions on Notice of an Order of Commencement of Rehabilitation Proceedings)
Article 459 (1) When the Court has made an order of commencement of rehabilitation proceedings against a Financial Institution, the notice under the provisions of Article 35, paragraph (3), item (i) of the Civil Rehabilitation Act shall not be required to be given to depositors, etc. who are rehabilitation creditors.
(2) In the case prescribed in the preceding paragraph, the Court shall give a notice to the Corporation of the matters of which a public notice shall be made pursuant to the provisions of Article 35, paragraphs (1) and (2) of the Civil Rehabilitation Act.
(3) In rehabilitation proceedings of a Financial Institution, where there is a change to the period for which proofs of rehabilitation claims should be filed as specified pursuant to the provisions of Article 34, paragraph (1) of the Civil Rehabilitation Act, or an order to revoke the order of commencement of rehabilitation proceedings becomes final and binding, before a schedule of depositors is submitted pursuant to the provisions of Article 463, paragraph (1), the notice under the provisions of paragraph (3), item (i) of said Article as applied mutatis mutandis pursuant to Article 35, paragraph (5) of said Act or the provisions of the main clause of Article 37 of said Act shall not be required to be given to depositors, etc. who are rehabilitation creditors and have not filed the matters specified in the provisions of Article 94, paragraph (1) of said Act.
(4) In the case prescribed in the preceding paragraph, the Court shall give a notice to the Corporation of the details of the change to the period for which proofs of Reorganization Claims, etc. should be filed as specified pursuant to the provisions of Article 34, paragraph (1) of the Civil Rehabilitation Act or the main text of the order to revoke the order of commencement of rehabilitation proceedings; provided, however, that this shall not apply to the case where an order under paragraph (2) of said Article has been made.
(Notice of the Date of a Meeting of Creditors)
Article 460 A Court clerk shall, where a meeting of creditors is convened before the expiration of the period for filing proofs of claims (meaning period for filing proofs of claims prescribed in Article 94, paragraph (1) of the Civil Rehabilitation Act; hereinafter the same shall apply in this Chapter) in rehabilitation proceedings of a Financial Institution, give a notice to the Corporation of the date of said meeting of creditors; provided, however, that this shall not apply to the case where an order under Article 34, paragraph (2) of said Act has been made.
(Creditors Committee)
Article 461 (1) For the purpose of application of the provisions of Article 117, paragraph (1) and (4) of the Civil Rehabilitation Act before the submission of a schedule of depositors by the Corporation pursuant to the provisions of Article 463, paragraph (1), the term "of rehabilitation creditors" in paragraph (1) of said Article shall be deemed to be replaced with "of rehabilitation creditors (including the Deposit Insurance Corporation of Japan)" and the term "petition by rehabilitation creditors" in paragraph (4) of said Article shall be deemed to be replaced with "petition by rehabilitation creditors (including the Deposit Insurance Corporation of Japan)."
(2) The provisions of Article 467 shall apply mutatis mutandis to the cases where the Corporation is a member of the creditors committee prescribed in Article 117, paragraph (2) of the Civil Rehabilitation Act. In this case, the term "Depositors Represented by the Corporation" in Article 467 shall be deemed to be replaced with "depositors, etc."
(Preparation and Public Inspection of Schedule of depositors)
Article 462 (1) The Corporation shall, upon receiving the notice under Article 459, paragraph (2), prepare a schedule of depositors stating the matters prescribed in Article 99, paragraph (2) of the Civil Rehabilitation Act with respect to the Deposits and Other Claims that are known rehabilitation claims (excluding those whose creditor is the Corporation), without delay.
(2) When the Corporation has prepared a schedule of depositors, it shall immediately give a public notice to that effect and of the place where it is made available for public inspection and make the schedule of depositors available for public inspection by depositors, etc. until the day immediately preceding the last day of the period for filing proofs of claims.
(3) The date of commencement of public inspection of a schedule of depositors under the provisions of the preceding paragraph shall be the day at least two weeks before the day immediately preceding the last day of the period for filing proofs of claims.
(4) When the Corporation, after the commencement of making a schedule of depositors available for public inspection, becomes aware that there are Deposits and Other Claims (excluding those whose creditor is the Corporation) not stated in said schedule of depositors, it shall, without delay, add the statement of the matters prescribed in paragraph (1) pertaining to said Deposits and Other Claims to said schedule of depositors. The same shall apply to cases when the Corporation becomes aware that the statement regarding the Deposits and Other Claims stated in said schedule of depositors should be changed in the interest of the creditors pertaining to said Deposits and Other Claims.
(5) The Corporation may, even after the commencement of making a schedule of depositors available for public inspection, with the approval of the depositors, etc. stated in said schedule of depositors, delete a statement regarding the Deposits and Other Claims pertaining to said depositors, etc. or change a statement that is detrimental to the interest of said depositors, etc. However, in cases where the Corporation has acquired pursuant to the provisions of Article 58, paragraph (1) or (3) of the Deposit Insurance Act or purchased pursuant to the provisions of Article 70 of said Act the Deposits and Other Claims pertaining to the depositors, etc. stated in said schedule of depositors, the Corporation may, without the approval of said depositors, etc., delete a statement regarding said Deposits and Other Claims or change a statement that is detrimental to the interest of said depositors, etc.
(Submission of Schedule of depositors)
Article 463 (1) The Corporation shall submit a schedule of depositors prepared pursuant to the provisions of the preceding Article to the Court on the last day of the period for filing proofs of claims.
(2) The provision of the first sentence of paragraph (4) of the preceding Article shall apply mutatis mutandis to the cases where the Corporation becomes aware that there are Deposits and Other Claims (excluding those whose creditor is the Corporation and those that have already been filed with the Court by depositors, etc.) not stated in the schedule of depositors after submitting it to the Court.
(3) The addition of a statement prescribed in the first sentence of paragraph (4) of the preceding Article may not be made after an order to refer the proposed rehabilitation plan to a resolution is made.
(4) The Corporation, when it submits a schedule of depositors under the provisions of paragraph (1) or adds a statement under the provision of the first sentence of paragraph (4) of the preceding Article, shall file with the Court the matters prescribed in the items of Article 94, paragraph (1) of the Civil Rehabilitation Act (excluding the matters prescribed in paragraph (1) of the preceding Article).
(5) For the purpose of application of the provisions of Article 16, paragraph (1) of the Civil Rehabilitation Act to rehabilitation proceedings of a Financial Institution, the term "this Act (including other Acts as applied mutatis mutandis pursuant to this Act)" in said paragraph shall be deemed to be replaced with "this Act (including other Acts as applied mutatis mutandis pursuant to this Act) and the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions (Act No. 95 of 1996)."
(Effect of Submission of Schedule of depositors)
Article 464 For the purpose of application of the provisions of the Civil Rehabilitation Act, the Deposits and Other Claims stated in a schedule of depositors submitted under the provisions of paragraph (1) of the preceding Article (excluding those that have been filed by depositors, etc. under the provisions of Article 94, paragraph (1) of said Act before said submission) shall be deemed to have been filed within the period for filing proofs of claims; and the filing of the Deposits and Other Claims pertaining to the addition of a statement under the provision of the first sentence of Article 462, paragraph (4) as applied mutatis mutandis pursuant to paragraph (2) of the preceding Article shall be deemed to have been subsequently completed pursuant to the provisions of Article 95, paragraph (1) of said Article.
(Participation of Depositors, etc.)
Article 465 (1) If a creditor pertaining to the Deposits and Other Claims (excluding those for which the transfer of the title of holder of a filed claim under the provisions of Article 96 of the Civil Rehabilitation Act has been made with the Corporation; hereinafter the same shall apply in this Article and the following Article) that are deemed to have been filed or whose filing is deemed to have been subsequently completed under the provisions of the preceding Article intends to participate in rehabilitation proceedings by himself/herself, he/she shall notify the Court to that effect; provided, however, that the same shall not apply to acts relating to Court proceedings relating to the determination of rehabilitation claims.
(2) The notice under the provisions of the preceding paragraph (hereinafter referred to as "Participation Notice" in this Article and the following Article) may be given until the close of rehabilitation proceedings.
(3) The Court shall, when a Participation Notice is given, give a notice of same to the Corporation.
(4) A depositor, etc. who gave a Participation Notice shall participate in rehabilitation proceedings by himself/herself with regard to the whole of Deposits and Other Claims pertaining to said depositor, etc. that are deemed to have been filed or whose filing is deemed to have been subsequently completed under the provisions of the preceding Article.
(Powers of the Deposit Insurance Corporation of Japan)
Article 466 The Corporation shall conduct any and all acts involved in rehabilitation proceedings (excluding acts relating to the Court decision proceedings concerning the determination of rehabilitation claims pertaining to Claims Represented by the Corporation (as defined below) to which the Corporation has raised objection in the investigation of rehabilitation claims) in the interest of the creditors pertaining to the Deposits and Other Claims that are deemed to have been filed or whose filing is deemed to have been subsequently completed under the provisions of Article 464 (excluding depositors, etc. who gave a Participation Notice; hereinafter referred to as "Depositors Represented by the Corporation" in this Section) with regard to Deposits and Other Claims pertaining to said Depositors Represented by the Corporation (hereinafter referred to as "Claims Represented by the Corporation" in this Section); provided, however, that in order to withdraw the filing of proofs pertaining to Claims Represented by the Corporation or change the matters that have been filed concerning Claims Represented by the Corporation in a manner detrimental to the interest of Depositors Represented by the Corporation pertaining to said Claims Represented by the Corporation or withdraw a petition for rehabilitation claim assessment pertaining to Claims Represented by the Corporation under the main clause of Article 105, paragraph (1) of the Civil Rehabilitation Act or perform any of the procedural acts listed in Article 32, paragraph (2), item (i) or (ii) of the Code of Civil Procedure in an action concerning the determination of rehabilitation claims pertaining to Claims Represented by the Corporation, the delegation of power from Depositors Represented by the Corporation pertaining to said Claims Represented by the Corporation shall be required.
(Obligations of the Deposit Insurance Corporation of Japan)
Article 467 (1) The Corporation shall conduct the acts referred to in the preceding Article in a fair and sincere manner in the interest of Depositors Represented by the Corporation.
(2) The Corporation shall conduct the acts referred to in the preceding Article with the due care of a prudent manager for Depositors Represented by the Corporation.
(Change to the Matters Pertaining to Filing)
Article 468 (1) When the Corporation becomes aware that any of the matters pertaining to the filing relating to Claims Represented by the Corporation should be changed in the interest of the Depositors Represented by the Corporation pertaining to said Claims Represented by the Corporation, it shall change said matters pertaining to the filing without delay.
(2) The provisions of Article 463, paragraph (3) shall apply mutatis mutandis to the change referred to in the preceding paragraph.
(3) The change under the provisions of paragraph (1) shall, for the purpose of application of the provisions of the Civil Rehabilitation Act, be deemed to be the change under the provisions of Article 95, paragraph (5) of said Act unless otherwise provided for in this Chapter.
(Expenses for Special Period for Investigation)
Article 469 Any expenses relating to the Special Period for Investigation prescribed in Article 103, paragraph (1) of the Civil Rehabilitation Act pertaining to Claims Represented by the Corporation (hereinafter referred to as "Special Period for Investigation" in this Chapter) shall, notwithstanding the provisions of paragraph (2) of said Article, be borne by the Corporation. However, the Corporation may, in the case where a Special Period for Investigation is set for the examination of the Deposits and Other Claims that have been restored to their original state pursuant to the provisions of Article 133 of said Act or where there are other reasonable grounds, claim reimbursement of the whole or part of said expenses from Depositors Represented by the Corporation.
(Notice of Objection)
Article 470 (1) Where, in an investigation of rehabilitation claims, a Rehabilitation Debtor, etc. (meaning Rehabilitation Debtor, etc. prescribed in Article 2, item (ii) of the Civil Rehabilitation Act; hereinafter the same shall apply in this Chapter) has disapproved the details of Claims Represented by the Corporation or an objection has been made with regard to said details by any holder of filed rehabilitation claims (meaning holder of filed rehabilitation claims prescribed in Article 102, paragraph (1) of said Act; hereinafter the same shall apply in this Chapter) (excluding the case where the Corporation has raised objection with regard to said Claims Represented by the Corporation), the Corporation shall, without delay, give a notice to that effect to the Depositors Represented by the Corporation pertaining to said Claims Represented by the Corporation.
(2) Where, in an investigation of rehabilitation claims, the Corporation has raised objection with regard to the details of Claims Represented by the Corporation, a Court clerk shall give a notice of same to the Depositors Represented by the Corporation pertaining to said Claims Represented by the Corporation.
(Notice and Public Notice for the Exercise of Voting Rights)
Article 471 (1) Where a method set forth in Article 169, paragraph (2), item (i) of the Civil Rehabilitation Act is set as a method for exercising voting rights concerning a proposed rehabilitation plan or proposed modification, if the Corporation intends to exercise voting rights on behalf of Depositors Represented by the Corporation, it shall, by two weeks prior to the date of the first meeting of persons concerned to which a resolution of said proposed rehabilitation plan or proposed modification is referred, give a notice to Depositors Represented by the Corporation (excluding those who are unable to exercise voting rights), and give a public notice of the content or gist of the proposed rehabilitation plan or proposed modification to which it intends to give consent.
(2) Where the methods set forth in Article 169, paragraph (2), item (ii) or (iii) of the Civil Rehabilitation Act are set as methods for exercising voting rights concerning a proposed rehabilitation plan or proposed modification, if the Corporation intends to exercise voting rights on behalf of Depositors Represented by the Corporation, it shall, by two weeks prior to the last day of the period prescribed in item (ii) of said paragraph, give a notice to Depositors Represented by the Corporation (excluding those who are unable to exercise voting rights), and give a public notice of the content or gist of the proposed rehabilitation plan or proposed modification to which it intends to give consent.
(3) If the Corporation intends to give consent, on behalf of Depositors Represented by the Corporation, to the proposed rehabilitation plan under Article 211, paragraph (1) of the Civil Rehabilitation Act or Article 217, paragraph (1) of said Act or to the effect that no procedure for investigation or determination of rehabilitation claims will be conducted, it shall give a notice to Depositors Represented by the Corporation, and give a public notice of the content of said proposed rehabilitation plan at least two weeks prior to the date of said consent.
(Notice, etc. by the Deposit Insurance Corporation of Japan)
Article 472 (1) The notice given under the provisions of Article 470, paragraph (1) and the preceding Article shall be deemed to have been delivered when the notice should have normally arrived.
(2) The provisions of Article 10, paragraphs (1) and (2) of the Civil Rehabilitation Act shall apply mutatis mutandis to the public notice given under the provisions of Article 462, paragraph (2) and the preceding Article.
(Permission of the Performance of Settlement obligations, etc.)
Article 473 (1) Where an order to the effect that loans of funds shall be granted to a Financial Institution against which an order of commencement of rehabilitation proceedings was made pursuant to the provisions of Article 69-3, paragraph (1) of the Deposit Insurance Act (including the cases where applied mutatis mutandis pursuant to Article 127 of said Act) has been made, the Court may, notwithstanding the provisions of Article 85, paragraph (1) of the Civil Rehabilitation Act, upon the petition of a Rehabilitation Debtor, etc., grant permission of the performance of settlement obligations under Article 69-3, paragraph (1) of the Deposit Insurance Act or the repayment of deposits, etc. under the provisions of said paragraph as applied mutatis mutandis pursuant to Article 127 of said Act.
(2) The Court shall, upon granting permission pursuant to the provisions of the preceding paragraph, specify the type of the settlement obligations to be performed or the type of the deposits, etc. to be repaid, a limit of performance, etc., and a period in which the performance, etc. shall be made (the last day of said period shall precede the last day of the period for filing proofs of claims).
(3) The Court shall, when specifying the type of the settlement obligations to be performed or the time of the deposits, etc. to be repaid, a limit of performance, etc. and a period in which the performance, etc. shall be made pursuant to the provisions of the preceding paragraph, hear the opinion of the Corporation in advance.
Section 3 Powers of Investor Protection Fund
(Special Provisions on Cases Where a Period for Filing is Specified)
Article 474 If the Court intends to issue an order of commencement of rehabilitation proceedings of a Financial Instruments Business Operator, it shall hear the opinion of the Fund in advance about the period during which proofs of rehabilitation claims should be filed as specified pursuant to the provisions of Article 34, paragraph (1) of the Civil Rehabilitation Act.
(Special Provisions on Notice of a Comprehensive Prohibition Order)
Article 475 (1) When an order under the provisions of Article 28, paragraph (1) of the Civil Rehabilitation Act (including the cases where applied mutatis mutandis pursuant to Article 36, paragraph (2) of said Act; hereinafter the same shall apply in this Article) is made against a Financial Instruments Business Operator, the notice under the provisions of Article 28, paragraph (1) of said Act shall not be required to be given to customers who are rehabilitation creditors.
(2) In the case prescribed in the preceding paragraph, the Court shall give a notice of the main text of the order under Article 28, paragraph (1) of the Civil Rehabilitation Act to the Fund.
(Special Provisions on Notice of an Order of Commencement of Rehabilitation Proceedings)
Article 476 (1) When the Court has made an order of commencement of rehabilitation proceedings against a Financial Instruments Business Operator, the notice under the provisions of Article 35, paragraph (3), item (i) of the Civil Rehabilitation Act shall not be required to be given to customers who are rehabilitation creditors.
(2) In the case prescribed in the preceding paragraph, the Court shall give a notice to the Fund of the matters of which a public notice shall be made pursuant to the provisions of Article 35, paragraphs (1) and (2) of the Civil Rehabilitation Act.
(3) In rehabilitation proceedings of a Financial Instruments Business Operator, where there is a change to the period for which proofs of rehabilitation claims should be filed as specified pursuant to the provisions of Article 34, paragraph (1) of the Civil Rehabilitation Act, or an order to revoke the order of commencement of rehabilitation proceedings becomes final and binding, before a customer list is submitted pursuant to the provisions of Article 480, paragraph (1), the notice under the provisions of paragraph (3), item (i) of said Article as applied mutatis mutandis pursuant to Article 35, paragraph (5) of said Act or the provisions of the main clause of Article 37 of said Act shall not be required to be given to customers who are rehabilitation creditors and have not filed the matters specified in the provisions of Article 94, paragraph (1) of said Act.
(4) In the case prescribed in the preceding paragraph, the Court shall give a notice to the Fund of the details of the change to the period for which proofs of Reorganization Claims, etc. should be filed as specified pursuant to the provisions of Article 34, paragraph (1) of the Civil Rehabilitation Act or the main text of the order to revoke the order of commencement of rehabilitation proceedings; provided, however, that this shall not apply to the case where an order under paragraph (2) of said Article has been made.
(Notice of the Date of a Meeting of Creditors)
Article 477 A Court clerk shall, where a meeting of creditors is convened before the expiration of the period for filing proofs of claims in rehabilitation proceedings of a Financial Instruments Business Operator, give a notice to the Fund of the date of said meeting of creditors; provided, however, that this shall not apply to the case where an order under Article 34, paragraph (2) of the Civil Rehabilitation Act has been made.
(Creditors Committee)
Article 478 (1) For the purpose of application of the provisions of Article 117, paragraphs (1) and (4) of the Civil Rehabilitation Act before the submission of a customer list by the Fund pursuant to the provisions of Article 480, paragraph (1), the term "of rehabilitation creditors" in paragraph (1) of said Article shall be deemed to be replaced with "of rehabilitation creditors (including the Investor Protection Fund (meaning the Investor Protection Fund prescribed in Article 79-21 of the Financial Instruments and Exchange Act (Act No. 25 of 1948) in which the rehabilitation debtor participates; hereinafter the same shall apply in this Article))" and the term "petition by rehabilitation creditors" in paragraph (4) of said Article shall be deemed to be replaced with "petition by rehabilitation creditors (including the Investor Protection Fund)."
(2) The provisions of Article 484 shall apply mutatis mutandis to the cases where the Fund is a member of the creditors committee prescribed in Article 117, paragraph (2) of the Civil Rehabilitation Act. In this case, the term "Customers Represented by the Fund" in Article 484 shall be deemed to be replaced with "customers."
(Preparation and Public Inspection of Customer List)
Article 479 (1) The Fund shall, upon receiving the notice under Article 476, paragraph (2), prepare a customer list stating the matters prescribed in Article 99, paragraph (2) of the Civil Rehabilitation Act with respect to the Customer Claims that are known rehabilitation claims (excluding those whose creditor is the Fund), without delay.
(2) When the Fund has prepared a customer list, it shall immediately give a public notice to that effect and of the place where it is made available for public inspection and make the customer list available for public inspection by customers until the day immediately preceding the last day of the period for filing proofs of claims.
(3) The date of commencement of public inspection of a customer list under the provisions of the preceding paragraph shall be the day at least two weeks before the day immediately preceding the last day of the period for filing proofs of claims.
(4) When the Fund, after the commencement of making a customer list available for public inspection, becomes aware that there are Customer Claims (excluding those whose creditor is the Fund) not stated in said customer list, it shall, without delay, add the statement of the matters prescribed in paragraph (1) pertaining to said Customer Claims to said customer list. The same shall apply to cases when the Fund becomes aware that the statement regarding the Customer Claims stated in said customer list should be changed in the interest of the creditors pertaining to said Customer Claims.
(5) The Fund may, even after the commencement of making a customer list available for public inspection, with the approval of the customers stated in said customer list, delete a statement regarding the Customer Claims pertaining to said customers or change a statement that is detrimental to the interest of said customers. However, in cases where the Fund has acquired the Customer Claims pertaining to the customers stated in said customer list pursuant to the provisions of Article 79-57, paragraph (4) of the Financial Instruments and Exchange Act, the Fund may, without the approval of said customers, delete a statement regarding said Customer Claims or change a statement that is detrimental to the interest of said customers.
(Submission of Customer List)
Article 480 (1) The Fund shall submit a customer list prepared pursuant to the provisions of the preceding Article to the Court on the last day of the period for filing proofs of claims.
(2) The provision of the first sentence of paragraph (4) of the preceding Article shall apply mutatis mutandis to the cases where the Fund becomes aware that there are Customer Claims (excluding those whose creditor is the Fund and those that have already been filed with the Court by customers) not stated in the customer list after submitting it to the Court.
(3) The addition of a statement prescribed in the first sentence of paragraph (4) of the preceding Article may not be made after an order to refer the proposed rehabilitation plan to a resolution is made.
(4) The Fund, when it submits a customer list under the provisions of paragraph (1) or adds a statement under the provision of the first sentence of paragraph (4) of the preceding Article as applied mutatis mutandis pursuant to paragraph (2), shall file with the Court the matters prescribed in the items of Article 94, paragraph (1) of the Civil Rehabilitation Act (excluding the matters prescribed in paragraph (1) of the preceding Article).
(5) For the purpose of application of the provisions of Article 16, paragraph (1) of the Civil Rehabilitation Act to rehabilitation proceedings of a Financial Instruments Business Operator, the term "this Act (including other Acts as applied mutatis mutandis pursuant to this Act)" in said paragraph shall be deemed to be replaced with "this Act (including other Acts as applied mutatis mutandis pursuant to this Act) and the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions."
(Effect of Submission of Customer List)
Article 481 For the purpose of application of the provisions of the Civil Rehabilitation Act, the Customer Claims stated in a customer list submitted under the provisions of paragraph (1) of the preceding Article (excluding those that have been filed by customers under the provisions of Article 94, paragraph (1) of said Act before said submission) shall be deemed to have been filed within the period for filing proofs of claims; and the filing of the Customer Claims pertaining to the addition of a statement under the provision of the first sentence of Article 479, paragraph (4) as applied mutatis mutandis pursuant to paragraph (2) of the preceding Article shall be deemed to have been subsequently completed pursuant to the provisions of Article 95, paragraph (1) of said Article.
(Participation of Customers)
Article 482 (1) If a creditor pertaining to the Customer Claims (excluding those for which the transfer of the title of holder of a filed claim under the provisions of Article 96 of the Civil Rehabilitation Act has been made with the Fund; hereinafter the same shall apply in this Article and the following Article) that are deemed to have been filed or whose filing is deemed to have been subsequently completed under the provisions of the preceding Article intends to participate in rehabilitation proceedings by himself/herself, he/she shall notify the Court to that effect; provided, however, that the same shall not apply to acts relating to Court proceedings relating to the determination of rehabilitation claims.
(2) The notice under the provisions of the preceding paragraph (hereinafter referred to as "Participation Notice" in this Article and the following Article) may be given until the close of rehabilitation proceedings.
(3) The Court shall, when a Participation Notice is given, give a notice of same to the Fund.
(4) A customer who gave a Participation Notice shall participate in rehabilitation proceedings by himself/herself with regard to the whole of Customer Claims pertaining to said customer that are deemed to have been filed or whose filing is deemed to have been subsequently completed under the provisions of the preceding Article.
(Powers of Investor Protection Fund)
Article 483 The Fund shall perform any and all acts involved in rehabilitation proceedings (excluding acts relating to the Court decision proceedings concerning the determination of rehabilitation claims pertaining to Claims Represented by the Fund (as defined below) to which the Fund has raised objection in the investigation of rehabilitation claims) in the interest of the creditors pertaining to the Customer Claims that are deemed to have been filed or whose filing is deemed to have been subsequently completed under the provisions of Article 481 (excluding those who gave a Participation Notice; hereinafter referred to as "Customers Represented by the Fund" in this Section) with regard to Customer Claims pertaining to said Customers Represented by the Fund (hereinafter referred to as "Claims Represented by the Fund" in this Section); provided, however, that in order to withdraw the filing of proofs pertaining to Claims Represented by the Fund or change the matters that have been filed concerning Claims Represented by the Fund in a manner detrimental to the interest of Customers Represented by the Fund pertaining to said Claims Represented by the Fund or withdraw a petition for rehabilitation claim assessment pertaining to Claims Represented by the Fund under the main clause of Article 105, paragraph (1) of the Civil Rehabilitation Act or perform any of the procedural acts listed in Article 32, paragraph (2), item (i) or (ii) of the Code of Civil Procedure in an action concerning the determination of rehabilitation claims pertaining to Claims Represented by the Fund, the delegation of power from Customers Represented by the Fund pertaining to said Claims Represented by the Fund shall be required.
(Obligations of Investor Protection Fund)
Article 484 (1) The Fund shall conduct the acts referred to in the preceding Article in a fair and sincere manner in the interest of Customers Represented by the Fund.
(2) The Fund shall conduct the acts referred to in the preceding Article with the due care of a prudent manager for Customers Represented by the Fund.
(Change to the Matters Pertaining to Filing)
Article 485 (1) When the Fund becomes aware that any of the matters pertaining to the filing relating to Claims Represented by the Fund should be changed in the interest of the Customers Represented by the Fund pertaining to said Claims Represented by the Fund, it shall change said matters pertaining to the filing without delay.
(2) The provisions of Article 480, paragraph (3) shall apply mutatis mutandis to the change referred to in the preceding paragraph.
(3) The change under the provisions of paragraph (1) shall, for the purpose of application of the provisions of the Civil Rehabilitation Act, be deemed to be the change under the provisions of Article 95, paragraph (5) of said Act unless otherwise provided for in this Chapter.
(Expenses for Special Period for Investigation)
Article 486 Any expenses relating to the Special Period for Investigation pertaining to Claims Represented by the Fund shall, notwithstanding the provisions of Article 103, paragraph (2) of the Civil Rehabilitation Act, be borne by the Fund. However, the Fund may, in the case where a Special Period for Investigation is set for the examination of the Customer Claims that have been restored to their original state pursuant to the provisions of Article 133 of said Act or where there are other reasonable grounds, claim reimbursement of the whole or part of said expenses from Customers Represented by the Fund.
(Notice of Objection)
Article 487 (1) Where, in an investigation of rehabilitation claims, a Rehabilitation Debtor, etc. has disapproved the details of Claims Represented by the Fund or an objection has been made with regard to said details by any holder of filed rehabilitation claims (excluding the case where the Fund has raised objection with regard to said Claims Represented by the Fund), the Fund shall, without delay, give a notice to that effect to the Customers Represented by the Fund pertaining to said Claims Represented by the Fund.
(2) Where, in an investigation of rehabilitation claims, the Fund has raised objection with regard to the details of Claims Represented by the Fund, a Court clerk shall give a notice of same to the Customers Represented by the Fund pertaining to said Claims Represented by the Fund.
(Notice and Public Notice for the Exercise of Voting Rights)
Article 488 (1) Where a method set forth in Article 169, paragraph (2), item (i) of the Civil Rehabilitation Act is set as a method for exercising voting rights concerning a proposed rehabilitation plan or proposed modification, if the Fund intends to exercise voting rights on behalf of Customers Represented by the Fund, it shall, by two weeks prior to the date of the first meeting of persons concerned to which a resolution of said proposed rehabilitation plan or proposed modification is referred, give a notice to Customers Represented by the Fund (excluding those who are unable to exercise voting rights), and give a public notice of the content or gist of the proposed rehabilitation plan or proposed modification to which it intends to give consent.
(2) Where the methods set forth in Article 169, paragraph (2), item (ii) or (iii) of the Civil Rehabilitation Act are set as methods for exercising voting rights concerning a proposed rehabilitation plan or proposed modification, if the Fund intends to exercise voting rights on behalf of Customers Represented by the Fund, it shall, by two weeks prior to the last day of the period prescribed in item (ii) of said paragraph, give a notice to Customers Represented by the Fund (excluding those who are unable to exercise voting rights), and give a public notice of the content or gist of the proposed rehabilitation plan or proposed modification to which it intends to give consent.
(3) If the Fund intends to give consent, on behalf of Customers Represented by the Fund, to the proposed rehabilitation plan under Article 211, paragraph (1) of the Civil Rehabilitation Act or Article 217, paragraph (1) of said Act or to the effect that no procedure for investigation or determination of rehabilitation claims will be conducted, it shall give a notice to Customers Represented by the Fund, and give a public notice of the content of said proposed rehabilitation plan at least two weeks prior to the date of said consent.
(Notice, etc. by Investor Protection Fund)
Article 489 (1) The notice given under the provisions of Article 487, paragraph (1) and the preceding Article shall be deemed to have been delivered when the notice should have normally arrived.
(2) The provisions of Article 10, paragraphs (1) and (2) of the Civil Rehabilitation Act shall apply mutatis mutandis to the public notice given under the provisions of Article 479, paragraph (2) and the preceding Article.
Chapter VI Special Provisions on Bankruptcy Proceedings of Financial Institutions, etc.
Section 1 Petition for Commencement of Bankruptcy Proceedings, etc. by the Supervisory Agency
(Petition for Commencement of Bankruptcy Proceedings, etc.)
Article 490 (1) When a fact constituting the grounds for the commencement of bankruptcy proceedings has occurred to a Financial Institution, Foreign Bank pertaining to Foreign Bank Branch, Bank Holding Company, Long-Term Credit Bank Holding Company, federation of Shinkin Banks, federation of credit cooperatives, federation of labor banks, Financial Instruments Business Operator (meaning Financial Instruments Business Operator prescribed in Article 2, paragraph (9) of the Financial Instruments and Exchange Act), Designated Parent Company, Insurance Company, Insurance Holding Company Insurance Company, or Small Amount and Short Term Insurance Provider (hereinafter referred to as "Financial Institution, etc." in this Section), the supervisory agency may file a petition for commencement of bankruptcy proceedings.
(2) The provisions of Article 377, paragraph (2) shall apply mutatis mutandis to a petition for commencement of bankruptcy proceedings of a Financial Institution, Foreign Bank pertaining to Foreign Bank Branch, Bank Holding Company, Long-Term Credit Bank Holding Company, federation of Shinkin Banks, federation of credit cooperatives or federation of labor banks filed by the supervisory agency pursuant to the provisions of the preceding paragraph; the provisions of paragraph (3) of said Article shall apply mutatis mutandis to a petition for commencement of bankruptcy proceedings of a Financial Instruments Business Operator or Designated Parent Company filed by the supervisory agency pursuant to the provisions of the preceding paragraph; and the provision of paragraph (4) of said Article shall apply mutatis mutandis to a petition for commencement of bankruptcy proceedings of an Insurance Company, Insurance Holding Company or Small Amount and Short Term Insurance Provider filed by the supervisory agency pursuant to the provisions of the preceding paragraph.
(3) In cases where the supervisory agency files a petition for commencement of bankruptcy proceedings pursuant to the provisions of paragraph (1), the provisions of Article 20, paragraph (2) and the first sentence of Article 23, paragraph (1) of the Bankruptcy Act shall not apply.
(Appeal against an Order to Dismiss with Prejudice on the Merits a Petition for Commencement of Bankruptcy Proceedings)
Article 491 Notwithstanding the provision of the first sentence of Article 9 of the Bankruptcy Act, the supervisory agency may file an immediate appeal against an order to dismiss with prejudice on the merits a petition for commencement of bankruptcy proceedings filed pursuant to the provisions of paragraph (1) of the preceding Article.
(Notice to the Supervisory Agency)
Article 492 When a petition for commencement of bankruptcy proceedings of a Financial Institution, etc. is filed (excluding cases where the supervisory agency filed a petition for commencement of bankruptcy proceedings pursuant to the provisions of Article 490, paragraph (1)), a Court clerk shall give a notice to the supervisory agency to that effect.
(Petition for Stay order, etc. for Other Procedures and Proceedings)
Article 493 (1) In cases where a petition for commencement of bankruptcy proceedings of a Financial Institution, etc. has been filed, the supervisory agency may file a petition under the provisions of Article 24, paragraph (1) or Article 25, paragraph (1) of the Bankruptcy Act (including the cases where applied mutatis mutandis pursuant to Article 33, paragraph (2) of said Act).
(2) In the case prescribed in the preceding paragraph, the supervisory agency may, notwithstanding the provision of the first sentence of Article 9 of the Bankruptcy Act, file an immediate appeal against: a stay order under the provisions of Article 24, paragraph (1) of said Act (including the cases where applied mutatis mutandis pursuant to Article 33, paragraph (2) of said Act); an order under the provisions of Article 24, paragraph (2) of said Act (including the cases where applied mutatis mutandis pursuant to Article 33, paragraph (2) of said Act); a revocation order under the provisions of Article 24, paragraph (3) of said Act (including the cases where applied mutatis mutandis pursuant to Article 33, paragraph (2) of said Act); a prohibition order under the provisions of Article 25, paragraph (1) of said Act (including the cases where applied mutatis mutandis pursuant to Article 33, paragraph (2) of said Act); an order under the provisions of Article 25, paragraph (4) of said Act (including the cases where applied mutatis mutandis pursuant to Article 33, paragraph (2) of said Act); a revocation order under the provisions of Article 25, paragraph (5) of said Act (including the cases where applied mutatis mutandis pursuant to Article 33, paragraph (2) of said Act); or a judicial decision on a petition under the provisions of Article 27, paragraph (1) of said Act (including the cases where applied mutatis mutandis pursuant to Article 33, paragraph (2) of said Act).
(3) The immediate appeal set forth in the preceding paragraph shall not have the effect of a stay of execution.
(Petition for a Temporary Restraining Order, etc.)
Article 494 (1) In cases where a petition for commencement of bankruptcy proceedings of a Financial Institution, etc. has been filed, the supervisory agency may file a petition under the provisions of Article 28, paragraph (1) of the Bankruptcy Act (including the cases where applied mutatis mutandis pursuant to Article 33, paragraph (2) of said Act; the same shall apply in the following paragraph).
(2) In the case prescribed in the preceding paragraph, the supervisory agency may, notwithstanding the provision of the first sentence of Article 9 of the Bankruptcy Act, file an immediate appeal against a temporary restraining order under the provisions of Article 28, paragraph (1) of said Act or an order under the provisions of paragraph (2) of said Act (including the cases where applied mutatis mutandis pursuant to Article 33, paragraph (2) of said Act).
(3) The immediate appeal set forth in the preceding paragraph shall not have the effect of a stay of execution.
(Petition for a Provisional Administration Order, etc.)
Article 495 (1) In cases where a petition for commencement of bankruptcy proceedings of a Financial Institution, etc. has been filed, the supervisory agency may file a petition under the provisions of Article 91, paragraph (1) of the Bankruptcy Act (including the cases where applied mutatis mutandis pursuant to paragraph (3) of said Article; the same shall apply in the following paragraph).
(2) In the case prescribed in the preceding paragraph, the supervisory agency may, notwithstanding the provision of the first sentence of Article 9 of the Bankruptcy Act, file an immediate appeal against a disposition under the provisions of Article 91, paragraph (1) of said Act or an order under the provisions of paragraph (4) of said Article.
(3) The immediate appeal set forth in the preceding paragraph shall not have the effect of a stay of execution.
(Special Provisions on Jurisdiction, Transfer, and Notice of a Bankruptcy Case)
Article 496 (1) For the purpose of application of the provision of Article 5, paragraphs (8) and (9) and Article 7, item (iv), sub-items (b) and (c) of the Bankruptcy Act to bankruptcy cases pertaining to Financial Institution, etc., the number of creditors who have claims that would have become bankruptcy claims if an order of commencement of bankruptcy proceedings had been made (after an order of commencement of bankruptcy proceedings, bankruptcy creditors) shall be deemed to be 1,000 or more.
(2) For the purpose of application of the provision of Article 31, paragraph (5) of the Bankruptcy Act to bankruptcy cases pertaining to Financial Institution, etc., the number of known bankruptcy creditors shall be deemed to be 1,000 or more.
Section 2 Powers of the Deposit Insurance Corporation of Japan
(Special Provisions on Cases Where a Period for Filing is Specified)
Article 497 If the Court intends to issue an order of commencement of bankruptcy proceedings of a Financial Institution, it shall hear the opinion of the Corporation in advance about the period for which proofs of bankruptcy claims should be filed as specified pursuant to the provisions of Article 31, paragraph (1), item (i) of the Bankruptcy Act.
(Special Provisions on Notice of a Comprehensive Prohibition Order)
Article 498 (1) When an order under the provisions of Article 26, paragraph (1) of the Bankruptcy Act (including the cases where applied mutatis mutandis pursuant to Article 33, paragraph (2) of said Act; hereinafter the same shall apply in this Article) has been made against a Financial Institution, the notice under the provisions of Article 26, paragraph (1) of said Act shall not be required to be given to depositors, etc.
(2) In the case prescribed in the preceding paragraph, a notice of the main text of the order under Article 26, paragraph (1) of the Bankruptcy Act shall be given to the Corporation.
(Special Provisions on Notice of an Order of Commencement of Bankruptcy Proceedings)
Article 499 (1) When the Court has made an order of commencement of bankruptcy proceedings against a Financial Institution, the notice under the provisions of Article 32(3)(i) of the Bankruptcy Act shall not be required to be given to depositors, etc. who are bankruptcy creditors.
(2) In the case prescribed in the preceding paragraph, a notice of the matters of which a public notice shall be made pursuant to the provisions of Article 32, paragraphs (1) and (2) of the Bankruptcy Act shall be given to the Corporation.
(3) In bankruptcy proceedings of a Financial Institution, where there is a change to the matters set forth in Article 32, item (1), sub-item (ii) or (iii) of the Bankruptcy Act (for the matters set forth in said item, limited to cases where there is a change to the period referred to in Article 31, paragraph (1), item (i) of said Act or the date referred to in item (ii) of said paragraph), or an order to revoke the order of commencement of bankruptcy proceedings becomes final and binding, before a schedule of depositors is submitted pursuant to the provisions of Article 504, paragraph (1), the notice under the provisions of paragraph (3), item (i) of said Article as applied mutatis mutandis pursuant to Article 32, paragraph (5) of said Act or the provisions of the main clause of Article 33, paragraph (3) of said Act shall not be required to be given to depositors, etc. who are bankruptcy creditors and have not filed the matters specified in the provisions of Article 111, paragraph (1) of said Act.
(4) In the case prescribed in the preceding paragraph, a notice of the details of the change to the matters set forth in Article 32, paragraph (1), item (ii) or (iii) of the Bankruptcy Act (for the matters set forth in said item, limited to the period referred to in Article 31, paragraph (1), item (i) of said Act or the date referred to in item (ii) of said paragraph) or the main text of the order to revoke the order of commencement of bankruptcy proceedings shall be given to the Corporation; provided, however, that this shall not apply to the case where an order under Article 31, paragraph (5) of said Act has been made.
(Notice concerning Small Amount Distribution Receiving Offer)
Article 500 The Corporation shall, upon receiving the notice under the provisions of paragraph (2) of the preceding Article, give a notice to depositors, etc. who are bankruptcy creditors without delay to the effect that if they have the intention of receiving distribution money even when the total amount of distribution given to them is less than the amount specified by the Rules of the Supreme Court as prescribed in Article 111, paragraph (1), item (iv) of the Bankruptcy Act (hereinafter referred to as "Intention of Receiving Small Amount Distribution" in this Chapter), they shall notify the Corporation to that effect by the day immediately preceding the last day of the period for filing proofs of claims (meaning period for filing proofs of claims prescribed in said paragraph; hereinafter the same shall apply in this Chapter).
(Notice of the Date of a Meeting of Creditors)
Article 501 A Court clerk shall, where a meeting of creditors is convened before the expiration of the period for filing proofs of claims in bankruptcy proceedings of a Financial Institution, give a notice to the Corporation of the date of said meeting of creditors; provided, however, that this shall not apply to the case where an order under Article 31, paragraph (5) of the Bankruptcy Act has been made.
(Creditors Committee)
Article 502 (1) For the purpose of application of the provisions of Article 144, paragraph (1) and (4) of the Bankruptcy Act before the submission of a schedule of depositors by the Corporation pursuant to the provisions of Article 504, paragraph (1), the term "of bankruptcy creditors" in paragraph (1) of said Article shall be deemed to be replaced with "of bankruptcy creditors (including the Deposit Insurance Corporation of Japan)" and the term "petition by bankruptcy creditors" in paragraph (4) of said Article shall be deemed to be replaced with "petition by bankruptcy creditors (including the Deposit Insurance Corporation of Japan)."
(2) The provisions of Article 508 shall apply mutatis mutandis to the cases where the Corporation is a member of the creditors committee prescribed in Article 144, paragraph (2) of the Bankruptcy Act. In this case, the term "Depositors Represented by the Corporation" in Article 508 shall be deemed to be replaced with "depositors, etc."
(Preparation and Public Inspection of Schedule of depositors)
Article 503 (1) The Corporation shall, upon receiving the notice under Article 499, paragraph (2), prepare a schedule of depositors stating the matters prescribed in Article 115, paragraph (2) of the Bankruptcy Act with respect to the Deposits and Other Claims that are known bankruptcy claims (excluding those whose creditor is the Corporation), without delay.
(2) When the Corporation has prepared a schedule of depositors, it shall immediately give a public notice to that effect and of the place where it is made available for public inspection and make the schedule of depositors available for public inspection by depositors, etc. until the day immediately preceding the last day of the period for filing proofs of claims.
(3) The date of commencement of public inspection of the schedule of depositors under the provisions of the preceding paragraph shall be the day at least two weeks before the day immediately preceding the last day of the period for filing proofs of claims.
(4) When the Corporation, after the commencement of making a schedule of depositors available for public inspection, becomes aware that there are Deposits and Other Claims (excluding those whose creditor is the Corporation) not stated in said schedule of depositors, it shall, without delay, add the statement of the matters prescribed in paragraph (1) pertaining to said Deposits and Other Claims to said schedule of depositors. The same shall apply to cases when the Corporation becomes aware that the statement regarding the Deposits and Other Claims stated in said schedule of depositors should be changed in the interest of the creditors pertaining to said Deposits and Other Claims.
(5) The Corporation shall, if it receives an offer from a creditor pertaining to Deposits and Other Claims stated in said schedule of depositors to the effect that he/she has the Intention of Receiving Small Amount Distribution (hereinafter referred to as "Small Amount Distribution Receiving Offer" in this Chapter) after the commencement of making said schedule of depositors available for public inspection, add a statement to that effect to said schedule of depositors.
(6) The Corporation may, even after the commencement of making a schedule of depositors available for public inspection, with the approval of the depositors, etc. stated in said schedule of depositors, delete a statement regarding the Deposits and Other Claims pertaining to said depositors, etc. or change a statement that is detrimental to the interest of said depositors, etc. However, in cases where the Corporation has acquired pursuant to the provisions of Article 58, paragraph (1) or (3) of the Deposit Insurance Act or purchased pursuant to the provisions of Article 70 of said Act the Deposits and Other Claims pertaining to the depositors, etc. stated in said schedule of depositors, the Corporation may, without the approval of said depositors, etc., delete a statement regarding said Deposits and Other Claims or change a statement that is detrimental to the interest of said depositors, etc.
(Submission of Schedule of depositors)
Article 504 (1) The Corporation shall submit a schedule of depositors prepared pursuant to the provisions of the preceding Article to the Court on the last day of the period for filing proofs of claims.
(2) The provision of the first sentence of paragraph (4) of the preceding Article shall apply mutatis mutandis to the cases where the Corporation becomes aware that there are Deposits and Other Claims (excluding those whose creditor is the Corporation and those that have already been filed with the Court by depositors, etc.) not stated in said schedule of depositors after submitting it to the Court.
(3) The Corporation, when it submits the schedule of depositors under the provisions of paragraph (1) or adds a statement under the provision of the first sentence of paragraph (4) of the preceding Article as applied mutatis mutandis pursuant to the preceding paragraph, shall file with the Court the matters set forth in the items of Article 111, paragraph (1) of the Bankruptcy Act (excluding the matters prescribed in paragraph (1) of the preceding Article).
(4) The provisions of paragraph (5) of the preceding Article shall apply mutatis mutandis to the case where Corporation received a Small Amount Distribution Receiving Offer after submitting a schedule of depositors to the Court.
(5) For the purpose of application of the provisions of Article 11, paragraph (1) of the Bankruptcy Act to bankruptcy proceedings of a Financial Institution, the term "this Act (including other Acts as applied mutatis mutandis pursuant to this Act)" in said paragraph shall be deemed to be replaced with "this Act (including other Acts as applied mutatis mutandis pursuant to this Act) and the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions."
(Effect of Submission of Schedule of depositors)
Article 505 For the purpose of application of the provisions of the Bankruptcy Act, the Deposits and Other Claims stated in a schedule of depositors submitted under the provisions of paragraph (1) of the preceding Article (excluding those that have been filed by depositors, etc. under the provisions of Article 111, paragraph (1) of said Act before said submission) shall be deemed to have been filed within the period for filing proofs of claims; the Deposits and Other Claims pertaining to the addition of a statement under the provision of the first sentence of Article 503, paragraph (4) as applied mutatis mutandis pursuant to paragraph (2) of the preceding Article shall, if said statement is added prior to the expiration of the ordinary period for investigation prescribed in Article 112, paragraph (1) of said Act (hereinafter referred to as "Ordinary Period for Investigation" in this Chapter) or the close of the ordinary date of investigation prescribed in said paragraph (hereinafter referred to as "Ordinary Date of Investigation" in this Chapter), be deemed to have been filed after the expiration of the period for filing proofs of claims, but prior to the expiration of the Ordinary Period for Investigation or the close of the Ordinary Date of Investigation; and said Deposits and Other Claims shall, if said statement is added after the expiration of the Ordinary Period for Investigation or the close of the Ordinary Date of Investigation, be deemed to have been filed under the provisions of said paragraph.
(Participation of Depositors, etc.)
Article 506 (1) If a creditor pertaining to the Deposits and Other Claims (excluding those for which a transfer of the title of the holder of a filed claim under the provisions of Article 113, paragraph (1) of the Bankruptcy Act has been made with the Corporation; hereinafter the same shall apply in this Article and the following Article) that are deemed to have been filed under the provisions of the preceding Article intends to participate in bankruptcy proceedings by himself/herself, he/she shall notify the Court to that effect; provided, however, that the same shall not apply to acts relating to Court proceedings relating to the determination of bankruptcy claims.
(2) The notice under the provisions of the preceding paragraph (hereinafter referred to as "Participation Notice" in this Article and the following Article) may be given until the close of bankruptcy proceedings.
(3) The Court shall, when a Participation Notice is given, give a notice of same to the Corporation.
(4) A depositor, etc. who gave a Participation Notice shall participate in bankruptcy proceedings by himself/herself with regard to the whole of Deposits and Other Claims pertaining to said depositor, etc. that are deemed to have been filed under the provisions of the preceding Article.
(Powers of the Deposit Insurance Corporation of Japan)
Article 507 The Corporation shall conduct any and all acts involved in bankruptcy proceedings (excluding acts relating to the Court decision proceedings concerning the determination of bankruptcy claims pertaining to Claims Represented by the Corporation (as defined below) to which the Corporation has raised objection in the investigation of bankruptcy claims) in the interest of the creditors pertaining to the Deposits and Other Claims that are deemed to have been filed under the provisions of Article 505 (excluding depositors, etc. who gave a Participation Notice; hereinafter referred to as "Depositors Represented by the Corporation" in this Section) with regard to Deposits and Other Claims pertaining to said Depositors Represented by the Corporation (hereinafter referred to as "Claims Represented by the Corporation" in this Section); provided, however, that in order to withdraw the filing of proofs pertaining to Claims Represented by the Corporation or change the matters that have been filed concerning Claims Represented by the Corporation in a manner detrimental to the interest of Depositors Represented by the Corporation pertaining to said Claims Represented by the Corporation or withdraw a petition for bankruptcy claim assessment (meaning petition for bankruptcy claim assessment prescribed in Article 125, paragraph (1) of the Bankruptcy Act; hereinafter the same shall apply in this Chapter) pertaining to Claims Represented by the Corporation or perform any of the procedural acts listed in Article 32, paragraph (2), item (i) or (ii) of the Code of Civil Procedure in an action concerning the determination of bankruptcy claims pertaining to Claims Represented by the Corporation, the delegation of power from Depositors Represented by the Corporation pertaining to said Claims Represented by the Corporation shall be required.
(Obligations of the Deposit Insurance Corporation of Japan)
Article 508 (1) The Corporation shall conduct the acts referred to in the preceding Article in a fair and sincere manner in the interest of Depositors Represented by the Corporation.
(2) The Corporation shall conduct the acts referred to in the preceding Article with the due care of a prudent manager for Depositors Represented by the Corporation.
(Change to the Matters Pertaining to Filing)
Article 509 (1) When the Corporation becomes aware that any of the matters pertaining to the filing relating to Claims Represented by the Corporation should be changed in the interest of the Depositors Represented by the Corporation pertaining to said Claims Represented by the Corporation, it shall change said matters pertaining to the filing without delay.
(2) For the purpose of application of the provisions of the Bankruptcy Act to the change under the provisions of the preceding paragraph, said change shall, if it arises prior to the expiration of the Ordinary Period for Investigation or the close of the Ordinary Date of Investigation, be deemed to be the change to the filed matters that arises after the expiration of the period for filing proofs of claims, but prior to the expiration of the Ordinary Period for Investigation or the close of the Ordinary Date of Investigation; and said change shall, if it arises after the expiration of the Ordinary Period for Investigation or the close of the Ordinary Date of Investigation, be deemed to be the change under the provisions of Article 112, paragraph (4) of said Act, unless otherwise provided for in this Chapter.
(Expenses for Special Period for Investigation or Special Date of Investigation)
Article 510 Any expenses relating to the Special Period for Investigation prescribed in Article 119, paragraph (1) of the Bankruptcy Act (hereinafter referred to as "Special Period for Investigation" in this Chapter) or the special date of investigation prescribed in Article 122, paragraph (1) of said Act (hereinafter referred to as "Special Date of Investigation" in this Chapter) pertaining to Claims Represented by the Corporation shall, notwithstanding the provisions of Article 119, paragraph (3) of said Act (including the cases where applied mutatis mutandis pursuant to Article 122, paragraph (2) of said Act), be borne by the Corporation. However, the Corporation may, in the case where a Special Period for Investigation or Special Date of Investigation is set for the examination of the Deposits and Other Claims that have been restored to their original state pursuant to the provisions of Article 169 of said Act or where there are other reasonable grounds, claim reimbursement of the whole or part of said expenses from Depositors Represented by the Corporation.
(Notice of Objection)
Article 511 (1) Where, in an investigation of bankruptcy claims, a bankruptcy trustee has disapproved the amount, etc. (meaning amount, etc. prescribed in Article 125, paragraph (1) of the Bankruptcy Act; hereinafter the same shall apply in this Chapter) of Claims Represented by the Corporation or an objection has been made with regard to said amount, etc. by any holder of filed bankruptcy claims (meaning holder of filed bankruptcy claims prescribed in Article 31, paragraph (5) of said Act; hereinafter the same shall apply in this Chapter) (excluding the case where the Corporation has raised objection with regard to said Claims Represented by the Corporation), the Corporation shall, without delay, give a notice to that effect to the Depositors Represented by the Corporation pertaining to said Claims Represented by the Corporation.
(2) Where, in an investigation of bankruptcy claims, the Corporation has raised objection with regard to the amount, etc. of Claims Represented by the Corporation, a Court clerk shall give a notice of same to the Depositors Represented by the Corporation pertaining to said Claims Represented by the Corporation.
(Notice, etc. by the Deposit Insurance Corporation of Japan)
Article 512 (1) The notice given under the provisions of Article 500 and paragraph (1) of the preceding Article shall be deemed to have been delivered when the notice should have normally arrived.
(2) The provisions of Article 10, paragraphs (1) and (2) of the Bankruptcy Act shall apply mutatis mutandis to the public notice given under the provisions of Article 503, paragraph (2).
(Permission of the Performance of Settlement obligations, etc.)
Article 513 (1) Where an order to the effect that loans of funds shall be granted to a Financial Institution against which an order of commencement of bankruptcy proceedings was made pursuant to the provisions of Article 69-3, paragraph (1) of the Deposit Insurance Act (including the cases where applied mutatis mutandis pursuant to Article 127 of said Act) has been made, the Court may, notwithstanding the provisions of Article 100, paragraph (1) of the Bankruptcy Act, upon the petition of a bankruptcy trustee, grant permission of the performance of settlement obligations under Article 69-3, paragraph (1) of the Deposit Insurance Act or the repayment of deposits, etc. under the provisions of said paragraph as applied mutatis mutandis pursuant to Article 127 of said Act.
(2) The Court shall, upon granting permission pursuant to the provisions of the preceding paragraph, specify the type of the settlement obligations to be performed or the type of the deposits, etc. to be repaid, a limit of performance, etc., and a period in which the performance, etc. shall be made (the last day of said period shall precede the last day of the period for filing proofs of claims).
(3) The Court shall, when specifying the type of the settlement obligations to be performed or the type of the deposits, etc. to be repaid, a limit of performance, etc. and a period in which the performance, etc. shall be made pursuant to the provisions of the preceding paragraph, hear the opinion of the Corporation in advance.
Section 3 Powers of Investor Protection Fund
(Special Provisions on Cases Where a Period for Filing is Specified)
Article 514 If the Court intends to issue an order of commencement of bankruptcy proceedings of a Financial Instruments Business Operator, it shall hear the opinion of the Fund in advance about the period for which proofs of bankruptcy claims should be filed as specified pursuant to the provisions of Article 31, paragraph (1), item (i) of the Bankruptcy Act.
(Special Provisions on Notice of a Comprehensive Prohibition Order)
Article 515 (1) When an order under the provisions of Article 26, paragraph (1) of the Bankruptcy Act (including the cases where applied mutatis mutandis pursuant to Article 33, paragraph (2) of said Act; hereinafter the same shall apply in this Article) is made against a Financial Instruments Business Operator, the notice under the provisions of Article 26, paragraph (1) of said Act shall not be required to be given to customers.
(2) In the case prescribed in the preceding paragraph, the Court shall give a notice of the main text of the order under Article 26, paragraph (1) of the Bankruptcy Act to the Fund.
(Special Provisions on Notice of an Order of Commencement of Bankruptcy Proceedings)
Article 516 (1) When an order of commencement of bankruptcy proceedings against a Financial Instruments Business Operator has been made, the notice under the provisions of Article 32, paragraph (3), item (i) of the Bankruptcy Act shall not be required to be given to customers who are bankruptcy creditors.
(2) In the case prescribed in the preceding paragraph, a notice to the Fund of the matters of which a public notice shall be made pursuant to the provisions of Article 32, paragraphs (1) and (2) of the Bankruptcy Act shall be given.
(3) In bankruptcy proceedings of a Financial Instruments Business Operator, where there is a change to the matters set forth in Article 32, paragraph (1), item (ii) or (iii) of the Bankruptcy Act (for the matters set forth in said item, limited to cases where there is any change to the period referred to in Article 31, paragraph (1), item (i) of said Act or the date referred to in item (ii) of said paragraph), or an order to revoke the order of commencement of bankruptcy proceedings becomes final and binding, before the customer list is submitted pursuant to the provisions of Article 521, paragraph (1), the notice under the provisions of paragraph (3), item (i) of said Article as applied mutatis mutandis pursuant to Article 32, paragraph (5) of said Act or the provisions of the main clause of Article 33, paragraph (3) of said Act shall not be required to be given to customers who are bankruptcy creditors and have not filed the matters specified in the provisions of Article 111, paragraph (1) of said Act.
(4) In the case prescribed in the preceding paragraph, a notice of the details of the change to the matters set forth in Article 32, paragraph (1), item (ii) or (iii) of the Bankruptcy Act (for the matters set forth in said item, limited to the period referred to in Article 31, paragraph (1), item (i) of said Act or the date referred to in item (ii) of said paragraph) or the main text of the order to revoke the order of commencement of bankruptcy proceedings shall be given to the Fund; provided, however, that this shall not apply to the case where an order under Article 31, paragraph (5) of said Act has been made.
(Notice concerning Small Amount Distribution Receiving Offer)
Article 517 The Fund shall, upon receiving the notice under the provisions of paragraph (2) of the preceding Article, give a notice to customers who are bankruptcy creditors without delay to the effect that if they have the Intention of Receiving Small Amount Distribution, they shall notify the Fund to that effect by the day immediately preceding the last day of the period for filing proofs of claims.
(Notice of the Date of a Meeting of Creditors)
Article 518 A Court clerk shall, where a meeting of creditors is convened before the expiration of the period for filing proofs of claims in bankruptcy proceedings of a Financial Instruments Business Operator, give a notice to the Fund of the date of said meeting of creditors; provided, however, that this shall not apply to the case where an order under Article 31, paragraph (5) of the Bankruptcy Act has been made.
(Creditors Committee)
Article 519 (1) For the purpose of application of the provisions of Article 144, paragraph (1) and (4) of the Bankruptcy Act before the submission of a customer list by the Fund pursuant to the provisions of Article 522, paragraph (1), the term "of bankruptcy creditors" in paragraph (1) of said Article shall be deemed to be replaced with "of bankruptcy creditors (including the Investor Protection Fund (meaning the Investor Protection Fund prescribed in Article 79-21 of the Financial Instruments and Exchange Act (Act No. 25 of 1948) in which the bankrupt participates as of the time of the commencement of bankruptcy proceedings; hereinafter the same shall apply in this Article))" and the term "petition by bankruptcy creditors" in paragraph (4) of said Article shall be deemed to be replaced with "petition by bankruptcy creditors (including the Investor Protection Fund)."
(2) The provisions of Article 525 shall apply mutatis mutandis to the cases where the Fund is a member of the creditors committee prescribed in Article 144, paragraph (2) of the Bankruptcy Act. In this case, the term "Customers Represented by the Fund" in Article 525 shall be deemed to be replaced with "customers."
(Preparation and Public Inspection of Customer List)
Article 520 (1) The Fund shall, upon receiving the notice under Article 516, paragraph (2), prepare a customer list stating the matters prescribed in Article 115, paragraph (2) of the Bankruptcy Act with respect to the Customer Claims that are known bankruptcy claims (excluding those whose creditor is the Fund), without delay.
(2) When the Fund has prepared a customer list, it shall immediately give a public notice to that effect and of the place where it is made available for public inspection and make the customer list available for public inspection by customers until the day immediately preceding the last day of the period for filing proofs of claims.
(3) The date of commencement of public inspection of the customer list under the provisions of the preceding paragraph shall be the day at least two weeks before the day immediately preceding the last day of the period for filing proofs of claims.
(4) When the Fund, after the commencement of making a customer list available for public inspection, becomes aware that there are Customer Claims (excluding those whose creditor is the Fund) not stated in said customer list, it shall, without delay, add the statement of the matters prescribed in paragraph (1) pertaining to said Customer Claims to said customer list. The same shall apply to cases when the Fund becomes aware that the statement regarding the Customer Claims stated in said customer list should be changed in the interest of the creditors pertaining to said Customer Claims.
(5) The Corporation shall, if it receives a Small Amount Distribution Receiving Offer from a creditor pertaining to Customer Claims stated in a customer list after the commencement of making said customer list available for public inspection, add a statement to that effect to said customer list.
(6) The Fund may, even after the commencement of making a customer list available for public inspection, with the approval of the customers stated in said customer list, delete a statement regarding the Customer Claims pertaining to said customers or change a statement that is detrimental to the interest of said customers. However, in cases where the Fund has acquired the Customer Claims pertaining to the customers stated in said customer list pursuant to the provisions of Article 79-57, paragraph (4) of the Financial Instruments and Exchange Act, the Fund may, without the approval of said customers, delete a statement regarding said Customer Claims or change a statement that is detrimental to the interest of said customers.
(Submission of Customer List)
Article 521 (1) The Fund shall submit a customer list prepared pursuant to the provisions of the preceding Article to the Court on the last day of the period for filing proofs of claims.
(2) The provision of the first sentence of paragraph (4) of the preceding Article shall apply mutatis mutandis to the cases where the Fund becomes aware that there are Customer Claims (excluding those whose creditor is the Fund and those that have already been filed with the Court by customers) not stated in the customer list after submitting it to the Court.
(3) The Fund, when it submits a customer list under the provisions of paragraph (1) or adds a statement under the provision of the first sentence of paragraph (4) of the preceding Article as applied mutatis mutandis pursuant to the preceding paragraph, shall file with the Court the matters set forth in the items of Article 111, paragraph (1) of the Bankruptcy Act (excluding the matters prescribed in paragraph (1) of the preceding Article).
(4) The provisions of paragraph (5) of the preceding Article shall apply mutatis mutandis to the case where the Fund received a Small Amount Distribution Receiving Offer after submitting a customer list to the Court.
(5) For the purpose of application of the provisions of Article 11, paragraph (1) of the Bankruptcy Act to bankruptcy proceedings of a Financial Instruments Business Operator, the term "this Act (including other Acts as applied mutatis mutandis pursuant to this Act)" in said paragraph shall be deemed to be replaced with "this Act (including other Acts as applied mutatis mutandis pursuant to this Act) and the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions."
(Effect of Submission of Customer List)
Article 522 For the purpose of application of the provisions of the Bankruptcy Act, the Customer Claims (excluding those that have been filed by customers under the provisions of Article 111, paragraph (1) of said Act before said submission) stated in a customer list submitted under the provisions of paragraph (1) of the preceding Article shall be deemed to have been filed within the period for filing proofs of claims; the Customer Claims pertaining to the addition of a statement under the provision of the first sentence of Article 520, paragraph (4) as applied mutatis mutandis pursuant to paragraph (2) of the preceding Article shall, if said statement is added prior to the expiration of the Ordinary Period for Investigation or the close of the Ordinary Date of Investigation, be deemed to have been filed after the expiration of the period for filing proofs of claims, but prior to the expiration of the Ordinary Period for Investigation or the close of the Ordinary Date of Investigation; and said Customer Claims shall, if said statement is added after the expiration of the Ordinary Period for Investigation or the close of the Ordinary Date of Investigation, be deemed to have been filed under the provisions of Article 112, paragraph (1) of said Act.
(Participation of Customers)
Article 523 (1) If a creditor pertaining to the Customer Claims (excluding those for which a transfer of the title of the holder of a filed claim under the provisions of Article 113, paragraph (1) of the Bankruptcy Act has been made with the Fund; hereinafter the same shall apply in this Article and the following Article) that are deemed to have been filed under the provisions of the preceding Article intends to participate in bankruptcy proceedings by himself/herself, he/she shall notify the Court to that effect; provided, however, that the same shall not apply to acts relating to Court proceedings relating to the determination of bankruptcy claims.
(2) The notice under the provisions of the preceding paragraph (hereinafter referred to as "Participation Notice" in this Article and the following Article) may be given until the close of bankruptcy proceedings.
(3) The Court shall, when a Participation Notice is given, give a notice of same to the Fund.
(4) A customer who gave a Participation Notice shall participate in bankruptcy proceedings by himself/herself with regard to the whole of Customer Claims pertaining to said customer that are deemed to have been filed under the provisions of the preceding Article.
(Powers of Investor Protection Fund)
Article 524 The Fund shall perform any and all acts involved in bankruptcy proceedings (excluding acts relating to the Court decision proceedings concerning the determination of bankruptcy claims pertaining to Claims Represented by the Fund (as defined below) to which the Fund has raised objection in the investigation of bankruptcy claims) in the interest of the creditors pertaining to the Customer Claims that are deemed to have been filed under the provisions of Article 522 (excluding those who gave a Participation Notice; hereinafter referred to as "Customers Represented by the Fund" in this Section) with regard to Customer Claims pertaining to said Customers Represented by the Fund (hereinafter referred to as "Claims Represented by the Fund" in this Section); provided, however, that in order to withdraw the filing of proofs pertaining to Claims Represented by the Fund or change the matters that have been filed concerning Claims Represented by the Fund in a manner detrimental to the interest of Customers Represented by the Fund pertaining to said Claims Represented by the Fund or withdraw a petition for bankruptcy claim assessment pertaining to Claims Represented by the Fund or perform any of the procedural acts listed in Article 32, paragraph (2), item (i) or (ii) of the Code of Civil Procedure in an action concerning the determination of bankruptcy claims pertaining to Claims Represented by the Fund, the delegation of power from Customers Represented by the Fund pertaining to said Claims Represented by the Fund shall be required.
(Obligations of Investor Protection Fund)
Article 525 (1) The Fund shall conduct the acts referred to in the preceding Article in a fair and sincere manner in the interest of Customers Represented by the Fund.
(2) The Fund shall conduct the acts referred to in the preceding Article with the due care of a prudent manager for Customers Represented by the Fund.
(Change to the Matters Pertaining to Filing)
Article 526 (1) When the Fund becomes aware that any of the matters pertaining to the filing relating to Claims Represented by the Fund should be changed in the interest of the Customers Represented by the Fund pertaining to said Claims Represented by the Fund, it shall change said matters pertaining to the filing without delay.
(2) For the purpose of application of the provisions of the Bankruptcy Act to the change under the provisions of the preceding paragraph, said change shall, if it arises prior to the expiration of the Ordinary Period for Investigation or the close of the Ordinary Date of Investigation, be deemed to be the change to the filed matters that arises after the expiration of the period for filing proofs of claims, but prior to the expiration of the Ordinary Period for Investigation or the close of the Ordinary Date of Investigation; and said change shall, if it arises after the expiration of the Ordinary Period for Investigation or the close of the Ordinary Date of Investigation, be deemed to be the change under the provisions of Article 112, paragraph (4) of said Act, unless otherwise provided for in this Chapter.
(Expenses for Special Period for Investigation or Special Date of Investigation)
Article 527 Any expenses relating to the Special Period for Investigation or Special Date of Investigation pertaining to Claims Represented by the Fund shall, notwithstanding the provisions of Article 119, paragraph (3) of the Bankruptcy Act (including the cases where applied mutatis mutandis pursuant to Article 122, paragraph (2) of said Act), be borne by the Fund. However, the Fund may, in the case where a Special Period for Investigation or Special Date of Investigation is set for the examination of the Customer Claims that have been restored to their original state pursuant to the provisions of Article 169 of said Act or where there are other reasonable grounds, claim reimbursement of the whole or part of said expenses from Customers Represented by the Fund.
(Notice of Objection)
Article 528 (1) Where, in an investigation of bankruptcy claims, a bankruptcy trustee has disapproved the amount, etc. of Claims Represented by the Fund or an objection has been made with regard to said details by any holder of filed bankruptcy claims (excluding the case where the Fund has raised objection with regard to said Claims Represented by the Fund), the Fund shall, without delay, give a notice to that effect to the Customers Represented by the Fund pertaining to said Claims Represented by the Fund.
(2) Where, in an investigation of bankruptcy claims, the Fund has raised objection with regard to the amount, etc. of Claims Represented by the Fund, a Court clerk shall give a notice of same to the Customers Represented by the Fund pertaining to said Claims Represented by the Fund.
(Notice, etc. by Investor Protection Fund)
Article 529 (1) The notice given under the provisions of Article 517 and paragraph (1) of the preceding Article shall be deemed to have been delivered when the notice should have normally arrived.
(2) The provisions of Article 10, paragraphs (1) and (2) of the Bankruptcy Act shall apply mutatis mutandis to the public notice given under the provisions of Article 520, paragraph (2).
Section 4 Powers of Policyholders Protection Corporation
(Special Provisions on Cases Where a Period for Filing is Specified)
Article 530 If the Court intends to issue an order of commencement of bankruptcy proceedings of an Insurance Company, it shall hear the opinion of the Protection Corporation in advance about the period during which proofs of bankruptcy claims should be filed as specified pursuant to the provisions of Article 31, paragraph (1), item (i) of the Bankruptcy Act.
(Special Provisions on Notice of a Comprehensive Prohibition Order)
Article 531 (1) When an order under the provisions of Article 26, paragraph (1) of the Bankruptcy Act (including the cases where applied mutatis mutandis pursuant to Article 33, paragraph (2) of said Act; hereinafter the same shall apply in this Article) is made against an Insurance Company, the notice under the provisions of Article 26, paragraph (1) of said Act shall not be required to be given to the Policyholders, etc. (meaning policyholders and other persons who have a right pertaining to an insurance contract; hereinafter the same shall apply in this Section).
(2) In the case prescribed in the preceding paragraph, the Court shall give a notice of the main text of an order under Article 26, paragraph (1) of the Bankruptcy Act to the Protection Corporation.
(Special Provisions on Notice of an Order of Commencement of Bankruptcy Proceedings)
Article 532 (1) When the Court has made an order of commencement of bankruptcy proceedings against an Insurance Company, the notice under the provisions of Article 32, paragraph (3), item (i) of the Bankruptcy Act shall not be required to be given to Policyholders, etc. who are bankruptcy creditors.
(2) In the case prescribed in the preceding paragraph, the Court shall give a notice to the Protection Corporation of the matters of which a public notice shall be made pursuant to the provisions of Article 32, paragraphs (1) and (2) of the Bankruptcy Act.
(3) In bankruptcy proceedings of an Insurance Company, where there is a change to the matters set forth in Article 32, paragraph (1), item (ii) or (iii) of the Bankruptcy Act (for the matters set forth in said item, limited to cases where there is a change to the period referred to in Article 31, paragraph (1), item (i) of said Act or the date referred to in item (ii) of said paragraph), or an order to revoke the order of commencement of bankruptcy proceedings becomes final and binding, before the list of insurance policyholders is submitted pursuant to the provisions of Article 537, paragraph (1), the notice under the provisions of paragraph (3), item (i) of said Article as applied mutatis mutandis pursuant to Article 32, paragraph (5) of said Act or the provisions of the main clause of Article 33, paragraph (3) of said Act shall not be required to be given to Policyholders, etc. who are bankruptcy creditors and have not filed the matters specified in the provisions of Article 111, paragraph (1) of said Act.
(4) In the case prescribed in the preceding paragraph, a notice of the details of the change to the matters set forth in Article 32, paragraph (1), item (ii) or (iii) of the Bankruptcy Act (for the matters set forth in said item, limited to the period referred to in Article 31, paragraph (1), item (i) of said Act or the date referred to in item (ii) of said paragraph) or the main text of the order to revoke the order of commencement of bankruptcy proceedings shall be given to the Protection Corporation; provided, however, that this shall not apply to the case where an order under Article 31, paragraph (5) of said Act has been made.
(Notice concerning Small Amount Distribution Receiving Offer)
Article 533 The Protection Corporation shall, upon receiving the notice under the provisions of paragraph (2) of the preceding Article, give a notice to Policyholders, etc. who are bankruptcy creditors without delay to the effect that if they have the Intention of Receiving Small Amount Distribution, they shall notify the Protection Corporation to that effect by the day immediately preceding the last day of the period for filing proofs of claims.
(Notice of the Date of a Meeting of Creditors)
Article 534 A Court clerk shall, where a meeting of creditors is convened before the expiration of the period for filing proofs of claims in bankruptcy proceedings of an Insurance Company, give a notice to the Protection Corporation of the date of said meeting of creditors; provided, however, that this shall not apply to the case where an order under Article 31, paragraph (5) of the Bankruptcy Act has been made.
(Creditors Committee)
Article 535 (1) For the purpose of application of the provisions of Article 144, paragraph (1) and (4) of the Bankruptcy Act before the submission of a list of insurance policyholders by the Protection Corporation pursuant to the provisions of Article 537, paragraph (1), the term "of bankruptcy creditors" in paragraph (1) of said Article shall be deemed to be replaced with "of bankruptcy creditors (including the Policyholders Protection Corporation (meaning the Policyholders Protection Corporation prescribed in Article 259-21 of the Insurance Business Act (Act No. 105 of 1995) in which the bankrupt participates as of the time of the commencement of bankruptcy proceedings; hereinafter the same shall apply in this Article))" and the term "petition by bankruptcy creditors" in paragraph (4) of said Article shall be deemed to be replaced with "petition by bankruptcy creditors (including the Policyholders Protection Corporation)."
(2) The provisions of Article 541 shall apply mutatis mutandis to the cases where the Protection Corporation is a member of the creditors committee prescribed in Article 144, paragraph (2) of the Bankruptcy Act. In this case, the term "Policyholders Represented by the Protection Corporation" in Article 541 shall be deemed to be replaced with "Policyholders, etc."
(Preparation and Public Inspection of List of insurance policyholders)
Article 536 (1) The Protection Corporation shall, upon receiving the notice under Article 532, paragraph (2), prepare a list of insurance policyholders stating the matters prescribed in Article 115, paragraph (2) of the Bankruptcy Act with respect to the known rights pertaining to insurance contracts (excluding those whose creditor is the Protection Corporation), without delay.
(2) When the Protection Corporation has prepared a list of insurance policyholders, it shall immediately give a public notice to that effect and of the place where it is made available for public inspection and make the list of insurance policyholders available for public inspection by Policyholders, etc. until the day immediately preceding the last day of the period for filing proofs of claims.
(3) The date of commencement of public inspection of a list of insurance policyholders under the provisions of the preceding paragraph shall be the day at least two weeks before the day immediately preceding the last day of the period for filing proofs of claims.
(4) When the Protection Corporation, after the commencement of making a list of insurance policyholders available for public inspection, becomes aware that there are rights pertaining to insurance contracts (excluding those whose creditor is the Protection Corporation) not stated in said list of insurance policyholders, it shall, without delay, add the statement of the matters prescribed in paragraph (1) pertaining to said rights pertaining to insurance contracts to said list of insurance policyholders. The same shall apply to cases when the Protection Corporation becomes aware that the statement regarding the rights pertaining to insurance contracts stated in said list of insurance policyholders should be changed in the interest of the persons who have said rights pertaining to insurance contracts.
(5) The Protection Corporation shall, if it receives a Small Amount Distribution Receiving Offer from a person who has rights pertaining to insurance contracts stated in a customer list after the commencement of making said list of insurance policyholders available for public inspection, add a statement to that effect to said list of insurance policyholders.
(6) The Protection Corporation may, even after the commencement of making a list of insurance policyholders available for public inspection, with the approval of the Policyholders, etc. stated in said list of insurance policyholders, delete a statement regarding the rights pertaining to insurance contracts pertaining to said Policyholders, etc. or change a statement that is detrimental to the interest of said Policyholders, etc. However, in cases where the Protection Corporation has purchased the rights pertaining to insurance contracts pertaining to the Policyholders, etc. stated in said list of insurance policyholders pursuant to the provisions of Article 270-6-8 of the Insurance Business Act, the Protection Corporation may, without the approval of said Policyholders, etc., delete a statement regarding said rights pertaining to insurance contracts or change a statement that is detrimental to the interest of said Policyholders, etc.
(Submission of List of insurance policyholders)
Article 537 (1) The Protection Corporation shall submit a list of insurance policyholders prepared pursuant to the provisions of the preceding Article to the Court on the last day of the period for filing proofs of claims.
(2) The provision of the first sentence of paragraph (4) of the preceding Article shall apply mutatis mutandis to the cases where the Protection Corporation becomes aware that there are rights pertaining to insurance contracts (excluding those whose creditor is the Protection Corporation and those that have already been filed with the Court by Policyholders, etc.) not stated in the list of insurance policyholders after submitting it to the Court.
(3) The Protection Corporation, when it submits a list of insurance policyholders under the provisions of paragraph (1) or adds a statement under the provision of the first sentence of paragraph (4) of the preceding Article as applied mutatis mutandis pursuant to the preceding paragraph, shall file with the Court the matters set forth in the items of Article 111, paragraph (1) of the Bankruptcy Act (excluding the matters prescribed in paragraph (1) of the preceding Article).
(4) The provisions of paragraph (5) of the preceding Article shall apply mutatis mutandis to the case where the Protection Corporation received a Small Amount Distribution Receiving Offer after submitting a list of insurance policyholders to the Court.
(5) For the purpose of application of the provisions of Article 11, paragraph (1) of the Bankruptcy Act to bankruptcy proceedings of an Insurance Company, the term "this Act (including other Acts as applied mutatis mutandis pursuant to this Act)" in said paragraph shall be deemed to be replaced with "this Act (including other Acts as applied mutatis mutandis pursuant to this Act) and the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions."
(Effect of Submission of List of insurance policyholders)
Article 538 For the purpose of application of the provisions of the Bankruptcy Act, the rights pertaining to insurance contracts stated in a list of insurance policyholders submitted under the provisions of paragraph (1) of the preceding Article (excluding those that have been filed by Policyholders, etc. under the provisions of Article 111, paragraph (1) of said Act before said submission) shall be deemed to have been filed within the period for filing proofs of claims; the rights pertaining to insurance contracts pertaining to the addition of a statement under the provision of the first sentence of Article 536, paragraph (4) as applied mutatis mutandis pursuant to paragraph (2) of the preceding Article shall, if said statement is added prior to the expiration of the Ordinary Period for Investigation or the close of the Ordinary Date of Investigation, be deemed to have been filed after the expiration of the period for filing proofs of claims, but prior to the expiration of the Ordinary Period for Investigation or the close of the Ordinary Date of Investigation; and said Customer Claims shall, if said statement is added after the expiration of the Ordinary Period for Investigation or the close of the Ordinary Date of Investigation, be deemed to have been filed under the provisions of Article 112, paragraph (1) of said Act.
(Participation of Policyholders, etc.)
Article 539 (1) If a creditor pertaining to the rights pertaining to insurance contracts (excluding those for which a transfer of the title of the holder of a filed claim under the provisions of Article 113, paragraph (1) of the Bankruptcy Act has been made with the Protection Corporation; hereinafter the same shall apply in this Article and the following Article) that are deemed to have been filed under the provisions of the preceding Article intends to participate in bankruptcy proceedings by himself/herself, he/she shall notify the Court to that effect; provided, however, that the same shall not apply to acts relating to Court proceedings relating to the determination of bankruptcy claims.
(2) The notice under the provisions of the preceding paragraph (hereinafter referred to as "Participation Notice" in this Article and the following Article) may be given until the close of bankruptcy proceedings.
(3) The Court shall, when a Participation Notice is given, give a notice of same to the Protection Corporation.
(4) A Policyholder, etc. who gave a Participation Notice shall participate in bankruptcy proceedings by himself/herself with regard to the whole of the rights pertaining to insurance contracts pertaining to said Policyholder, etc. that are deemed to have been filed under the provisions of the preceding Article.
(Powers of Policyholders Protection Corporation)
Article 540 The Protection Corporation shall perform any and all acts involved in bankruptcy proceedings (excluding acts relating to the Court decision proceedings concerning the determination of bankruptcy claims pertaining to the following Claims Represented by the Protection Corporation (as defined below)) in the interest of the persons who have rights pertaining to insurance contracts that are deemed to have been filed under the provisions of Article 538 (excluding Policyholders, etc. who gave a Participation Notice; hereinafter referred to as "Policyholders Represented by the Protection Corporation" in this Section) with regard to rights pertaining to insurance contracts pertaining to said Policyholders Represented by the Protection Corporation (hereinafter referred to as "Claims Represented by the Protection Corporation" in this Section); provided, however, that in order to withdraw the filing of proofs pertaining to Claims Represented by the Protection Corporation or change the matters that have been filed concerning Claims Represented by the Protection Corporation in a manner detrimental to the interest of Policyholders Represented by the Protection Corporation pertaining to said Claims Represented by the Protection Corporation or withdraw a petition for bankruptcy claim assessment pertaining to Claims Represented by the Protection Corporation or perform any of the procedural acts listed in Article 32, paragraph (2), item (i) or (ii) of the Code of Civil Procedure in an action concerning the determination of bankruptcy claims pertaining to Claims Represented by the Protection Corporation, the delegation of power from Policyholders Represented by the Protection Corporation pertaining to said Claims Represented by the Protection Corporation shall be required.
(i) Insurance claims;
(ii) The right to demand compensation for losses (other than the right listed in the preceding item); and
(iii) Claims Represented by the Protection Corporation to which the Protection Corporation has raised objection in the investigation of bankruptcy claims.
(Obligations of Policyholders Protection Corporation)
Article 541 (1) The Protection Corporation shall conduct the acts referred to in the preceding Article in a fair and sincere manner in the interest of Policyholders Represented by the Protection Corporation.
(2) The Protection Corporation shall conduct the acts referred to in the preceding Article with the due care of a prudent manager for Policyholders Represented by the Protection Corporation.
(Change to the Matters Pertaining to Filing)
Article 542 (1) When the Protection Corporation becomes aware that any of the matters pertaining to the filing relating to Claims Represented by the Protection Corporation should be changed in the interest of the Policyholders Represented by the Protection Corporation pertaining to said Claims Represented by the Protection Corporation, it shall change said matters pertaining to the filing without delay.
(2) For the purpose of application of the provisions of the Bankruptcy Act to the change under the provisions of the preceding paragraph, said change shall, if it arises prior to the expiration of the Ordinary Period for Investigation or the close of the Ordinary Date of Investigation, be deemed to be the change to the filed matters that arises after the expiration of the period for filing proofs of claims, but prior to the expiration of the Ordinary Period for Investigation or the close of the Ordinary Date of Investigation; and said change shall, if it arises after the expiration of the Ordinary Period for Investigation or the close of the Ordinary Date of Investigation, be deemed to be the change under the provisions of Article 112(4) of said Act, unless otherwise provided for in this Chapter.
(Expenses for Special Period for Investigation or Special Date of Investigation)
Article 543 Any expenses relating to the Special Period for Investigation or Special Date of Investigation pertaining to Claims Represented by the Protection Corporation shall, notwithstanding the provisions of Article 119, paragraph (3) of the Bankruptcy Act (including the cases where applied mutatis mutandis pursuant to Article 122, paragraph (2) of said Act), be borne by the Protection Corporation. However, the Protection Corporation may, in the case where a Special Period for Investigation or Special Date of Investigation is set for the examination of the rights pertaining to insurance contracts that have been restored to their original state pursuant to the provisions of Article 169 of said Act or where there are other reasonable grounds, claim reimbursement of the whole or part of said expenses from Policyholders Represented by the Protection Corporation.
(Notice of Objection)
Article 544 (1) Where, in an investigation of bankruptcy claims, a bankruptcy trustee has disapproved the amount, etc. of Claims Represented by the Protection Corporation or an objection has been made with regard to said details by any holder of filed bankruptcy claims (excluding the case where the Protection Corporation has raised objection with regard to said Claims Represented by the Protection Corporation), the Protection Corporation shall, without delay, give a notice to that effect to the Policyholders Represented by the Protection Corporation pertaining to said Claims Represented by the Protection Corporation.
(2) Where, in an investigation of bankruptcy claims, the Protection Corporation has raised objection with regard to the amount, etc. of Claims Represented by the Protection Corporation, a Court clerk shall give a notice of same to the Policyholders Represented by the Protection Corporation pertaining to said Claims Represented by the Protection Corporation.
(Notice, etc. by Policyholders Protection Corporation)
Article 545 (1) The notice given under the provisions of Article 533 and paragraph (1) of the preceding Article shall be deemed to have been delivered when the notice should have normally arrived.
(2) The provisions of Article 10, paragraphs (1) and (2) of the Bankruptcy Act shall apply mutatis mutandis to the public notice given under the provisions of Article 536(2).
(Special Provisions on Payment of Covered Insurance Claims)
Article 546 (1) Where an order of commencement of bankruptcy proceedings of an Insurance Company has been made, and when said Insurance Company concludes a contract under the provisions of Article 270-6-7, paragraph (3) of the Insurance Business Act with the Protection Corporation, notwithstanding the provisions of Article 100, paragraph (1) of the Bankruptcy Act, it may perform obligations pertaining to covered insurance claims based on the claim by the bankruptcy creditors pertaining to Insurance Claims, etc. pertaining to Covered Insurance Contracts.
(2) A bankruptcy creditor, even where he/she has received payment under the provisions of the preceding paragraph, may participate in bankruptcy proceedings with regard to the whole of claims as of the time before receiving such payment.
(3) A bankruptcy creditor who received payment under the provisions of paragraph (1) may not receive any payment through bankruptcy proceedings until other bankruptcy creditors receive payment of the same proportion as he/she did.
(4) The bankruptcy creditor referred to in the preceding paragraph may not exercise voting rights with respect to the part of claims for which he/she received payment under the provisions of paragraph (1).
Article 547 When an Insurance Company receives a claim under the provisions of paragraph (1) of the preceding Article, it shall give a notice to the Protection Corporation of the matters prescribed in Article 536, paragraph (1) with respect to Insurance Claims, etc. pertaining to said claim without delay.
Chapter VII Miscellaneous Provisions
(Delegation of Authority)
Article 548 The Prime Minister shall delegate his/her authority under this Act (excluding those specified by a Cabinet Order) to the Commissioner of the Financial Services Agency.
Chapter VIII Penal Provisions
(Crime of Fraudulent Reorganization)
Article 549 (1) A person who, before or after the commencement of Reorganization Proceedings prescribed in Article 4, paragraph (1), for the purpose of harming creditors, secured creditors pertaining to a Cooperative Structured Financial Institution (meaning persons who have special statutory liens, pledges, mortgages, or rights of retention provided for in the provisions of the Commercial Code or the Companies Act with respect to the property of a Cooperative Structured Financial Institution; hereinafter the same shall apply in this Chapter), or Partners, etc., has conducted any of the acts listed in the following items shall be punished by imprisonment with work for not more than ten years or a fine of not more than 10 million yen, or both, when an Order of Commencement of Reorganization Proceedings under the provisions of Article 41, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 31 against the Cooperative Structured Financial Institution becomes final and binding. The same shall apply to a person who has served as the other party to the act set forth in item (iv) while knowing such purpose, when an Order of Commencement of Reorganization Proceedings prescribed in Article 41, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 31 becomes final and binding:
(i) An act of concealing or damaging the Cooperative Structured Financial Institution;
(ii) An act of faking the transfer of the Cooperative Structured Financial Institution's property or assumption of debts;
(iii) An act of altering the existing status of the Cooperative Structured Financial Institution's property, thereby reducing its value; and
(iv) An act of disposing of the Cooperative Structured Financial Institution's property in a manner disadvantageous to creditors, secured creditors pertaining to the Cooperative Structured Financial Institution, or Partners, etc., or an act, committed by the Cooperative Structured Financial Institution, of assuming debts disadvantageous to creditors, secured creditors pertaining to the Cooperative Structured Financial Institution, or Partners, etc.
(2) In addition to what is prescribed in the preceding paragraph, the provision of the preceding paragraph shall also apply to a person who, knowing that an Order of Commencement of Reorganization Proceedings prescribed in Article 41, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 31 is made or Provisional Administration Order prescribed in Article 22, paragraph (2) is issued against a Cooperative Structured Financial Institution, for the purpose of harming creditors, secured creditors pertaining to the Cooperative Structured Financial Institution, or Partners, etc., has acquired the Cooperative Structured Financial Institution's property or has had a third party acquire it, without the consent of a trustee in Reorganization Proceedings prescribed in Article 4(1) or any other justifiable grounds.
(3) The provision of paragraph (1) shall also apply to a person who, before or after the commencement of Reorganization Proceedings prescribed in Article 169, paragraph (1), for the purpose of harming creditors, secured creditors pertaining to a Mutual Company (meaning persons who have special statutory liens, pledges, mortgages, or rights of retention provided for in the provisions of the Commercial Code or the Companies Act with respect to the property of a Mutual Company; hereinafter the same shall apply in this Chapter), or members, has conducted any of the acts listed in the following items, when an Order of Commencement of Reorganization Proceedings under the provisions of Article 41, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 196 against a Mutual Company becomes final and binding. The same shall apply to a person who has served as the other party to the act set forth in item (iv) while knowing such purpose, when an Order of Commencement of Reorganization Proceedings prescribed in Article 41, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 196 becomes final and binding:
(i) An act of concealing or damaging the Mutual Company;
(ii) An act of faking the transfer of the Mutual Company's property or assumption of debts;
(iii) An act of altering the existing status of the Mutual Company's property, thereby reducing its value; and
(iv) An act of disposing of the Mutual Company's property in a manner disadvantageous to creditors, secured creditors pertaining to the Mutual Company, or members, or an act, committed by the Mutual Company, of assuming debts disadvantageous to creditors, secured creditors pertaining to the Mutual Company, or members.
(4) In addition to what is prescribed in the preceding paragraph, the provision of paragraph (1) shall also apply to a person who, knowing that an Order of Commencement of Reorganization Proceedings prescribed in Article 41, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 196 is made or Provisional Administration Order prescribed in Article 187, paragraph (2) is issued against a Mutual Company, for the purpose of harming creditors, secured creditors pertaining to the Mutual Company, or members, has acquired the Mutual Company's property or has had a third party acquire it, without the consent of a trustee in Reorganization Proceedings prescribed in Article 169, paragraph (1) or any other justifiable grounds.
(Crime of Providing Security to Specific Creditor, etc.)
Article 550 (1) Where a representative person, agent, employee or other worker of a Cooperative Structured Financial Institution, before or after the commencement of Reorganization Proceedings prescribed in Article 4, paragraph (1), in connection with the business of the Cooperative Structured Financial Institution, with regard to its debt to a specific creditor or secured creditor pertaining to the Cooperative Structured Financial Institution, for the purpose of harming other creditors or secured creditors pertaining to the Cooperative Structured Financial Institution, has conducted an act concerning the provision of security or extinguishment of debt that is not included in the scope of the Cooperative Structured Financial Institution's obligation in terms of the act itself or the method or time of performance of the act, and an Order of Commencement of Reorganization Proceedings under the provisions of Article 41, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 31 against the Cooperative Structured Financial Institution has become final and binding, he/she shall be punished by imprisonment with work for not more than five years or a fine of not more than five million yen, or both.
(2) The provision of preceding paragraph shall also apply to a representative person, agent, employee or other worker of a Mutual Company who, before or after the commencement of Reorganization Proceedings prescribed in Article 169, paragraph (1), in connection with the business of the Mutual Company, with regard to its debt to a specific creditor or secured creditor pertaining to the Mutual Company, for the purpose of harming other creditors or secured creditors pertaining to the Mutual Company, has conducted an act concerning the provision of security or extinguishment of debt that is not included in the scope of the Mutual Company's obligation in terms of the act itself or the method or time of performance of the act, and an Order of Commencement of Reorganization Proceedings under the provisions of Article 41, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 196 against the Mutual Company has become final and binding.
(Crime of Special Breach of Trust by Trustee, etc.)
Article 551 (1) Where a trustee, trustee representative, provisional administrator, provisional administrator representative, supervisor, or examiner in Reorganization Proceedings prescribed in Article 4, paragraph (1), for the purpose of promoting his/her own interest or the interest of a third party, or inflicting damage on creditors, secured creditors pertaining to a Cooperative Structured Financial Institution, or Partners, etc., has committed an act in breach of his/her duty and caused financial loss to creditors, secured creditors pertaining to a Cooperative Structured Financial Institution, or Partners, etc., he/she shall be punished by imprisonment with work for not more than ten years or a fine of not more than ten million yen, or both.
(2) Where a trustee, trustee representative, provisional administrator, provisional administrator representative, supervisor, or examiner in Reorganization Proceedings prescribed in Article 169, paragraph (1), for the purpose of promoting his/her own interest or the interest of a third party, or inflicting damage on creditors, secured creditors pertaining to a Mutual Company, or members, has committed an act in breach of his/her duty and caused financial loss to creditors, secured creditors pertaining to a Mutual Company, or members, the provision of the preceding paragraph shall also apply to him/her.
(3) Where a trustee, provisional administrator, supervisor, or examiner in Reorganization Proceedings prescribed in Article 4, paragraph (1) or Article 169, paragraph (1) (hereinafter referred to as "Trustee, etc." in this paragraph) is a juridical person, the provisions of the preceding two paragraphs shall apply to its officer or official who performs the duties of a Trustee, etc.
(Crime of Refusal of Report and Inspection, etc.)
Article 552 (1) A person who is or was a Director at Incorporation, an Auditor at Incorporation, board member, director, accounting advisor, inspector, company auditor, executive officer, accounting auditor, liquidator, or employee or any other worker or who was an incorporator of a Pre-commencement Cooperative Structured Financial Institution prescribed in Article 4, paragraph (6), Cooperative Structured Financial Institution in Need of Reorganization prescribed in paragraph (7) of said Article, Converted Cooperative Structured Financial Institution or Converted Bank set forth in Article 124, paragraph (1), item (iv), New Cooperative Structured Financial Institution prescribed in item (v) of said paragraph, or new Stock Company prescribed in item (vi) of said paragraph (referred to as "Pre-commencement Cooperative Structured Financial Institution, etc." in paragraph (3)), and has refused to give a report under the provisions of Article 77, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 24, paragraph (1), Article 28, Article 49 or Article 73 or under the provisions of Article 209, paragraph (3) of said Act as applied mutatis mutandis pursuant to Article 127, paragraph (2) or (3) or given a false report shall be punished by imprisonment with work for not more than three years or a fine of not more than three million yen, or both.
(2) The provision of the preceding paragraph shall also apply to a representative person, agent, employee or other worker (referred to as "representative person, etc." in paragraphs (4) and (6)) of any of the persons prescribed in the preceding paragraph who, in connection with the business of said person, has refused to give a report under the provisions of Article 77, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 24, paragraph (1), Article 28, Article 49 or Article 73 or under the provisions of Article 209, paragraph (3) of said Act as applied mutatis mutandis pursuant to Article 127, paragraph (2) or (3) or given a false report.
(3) The provision of paragraph (1) shall also apply to a person prescribed in paragraph (1) (excluding those who were such persons as prescribed in said paragraph) who, in connection with the business of the Pre-commencement Cooperative Structured Financial Institution, etc., has refused an inspection under the provisions of Article 77, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 24, paragraph (1), Article 28, Article 49 or Article 73 or under the provisions of Article 209, paragraph (3) of said Act as applied mutatis mutandis pursuant to Article 127, paragraph (2) or (3).
(4) The provision of paragraph (1) shall also apply to a representative person, etc. of a subsidiary (meaning subsidiary prescribed in Article 4, paragraph (1) of the Act on Financial Businesses by Cooperative, Article 32, paragraph (6) of the Shinkin Bank Act, or Article 32, paragraph (5) of the Labor Bank Act; hereinafter the same shall apply in this paragraph) of a Pre-commencement Cooperative Structured Financial Institution prescribed in Article 4, paragraph (6) or Cooperative Structured Financial Institution in Need of Reorganization prescribed in paragraph (7) of said Article who, in connection with the business of the subsidiary, has refused to give a report or refused an inspection under the provisions of Article 77, paragraph (2) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 24, paragraph (1), Article 28, Article 49 or Article 73 or given a false report.
(5) The provision of paragraph (1) shall also apply to a person who is or was a board member, inspector, accounting auditor, liquidator, or employee or other worker of a Converted Shinkin Bank prescribed in Article 345, paragraph (1), item (ii) or New Cooperative Structured Financial Institution prescribed in Article 354, paragraph (1) (referred to as "Converted Shinkin Bank, etc." in paragraph (7)) and has refused to give a report under the provisions of Article 209, paragraph (3) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 352, paragraph (5) or Article 354, paragraph (7) or given a false report.
(6) The provision of paragraph (1) shall also apply to a representative person, etc. of any of the persons prescribed in the preceding paragraph who, in connection with the business of said person, has refused to give a report under the provisions of Article 209, paragraph (3) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 352, paragraph (5) or Article 354, paragraph (7) or given a false report.
(7) The provision of paragraph (1) shall also apply to a person prescribed in paragraph (5) (excluding those who were such persons as prescribed in said paragraph) who, in connection with the business of the Converted Shinkin Bank, etc., has refused an inspection under the provisions of Article 209, paragraph (3) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 352, paragraph (5) or Article 354, paragraph (7).
Article 553 (1) A person who is or was a Director at Incorporation, an Auditor at Incorporation, director, accounting advisor, company auditor, executive officer, accounting auditor, liquidator, or employee or any other worker or who was an incorporator of a Pre-commencement Company prescribed in Article 169, paragraph (6), Company under Reorganization prescribed in paragraph (7) of said Article, Converted Stock Company set forth in Article 294, paragraph (1), item (iv), Stock Company or new Stock Company prescribed in item (v) of said paragraph, or New Mutual Company prescribed in item (vi) of said paragraph (referred to as "Pre-commencement Company, etc." in paragraph (3)), who has refused to give a report under the provisions of Article 77, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 189, paragraph (1), Article 193, Article 215 or Article 239 or under the provisions of Article 209, paragraph (3) of said Act as applied mutatis mutandis pursuant to Article 297, paragraph (2) or (3) or given a false report shall be punished by imprisonment with work for not more than three years or a fine of not more than three million yen, or both.
(2) The provision of the preceding paragraph shall also apply to a representative person, agent, employee or other worker (referred to as "representative person, etc." in paragraphs (4) and (6)) of any of the persons prescribed in the preceding paragraph who, in connection with the business of said person, has refused to give a report under the provisions of Article 77, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 189, paragraph (1), Article 193, Article 215 or Article 239 or under the provisions of Article 209, paragraph (3) of said Act as applied mutatis mutandis pursuant to Article 297, paragraph (2) or (3) or given a false report.
(3) The provision of paragraph (1) shall also apply to a person prescribed in paragraph (1) (excluding those who were such persons as prescribed in said paragraph) who, in connection with the business of the Pre-commencement Company, etc., has refused an inspection under the provisions of Article 77, paragraph (1) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 189, paragraph (1), Article 193, Article 215 or Article 239 or under the provisions of Article 209, paragraph (3) of said Act as applied mutatis mutandis pursuant to Article 297, paragraph (2) or (3).
(4) The provision of paragraph (1) shall also apply to a representative person, etc. of a de facto subsidiary (meaning de facto subsidiary prescribed in Article 33-2, paragraph (1) of the Insurance Business Act; hereinafter the same shall apply in this paragraph) of a Pre-commencement Company prescribed in Article 169, paragraph (6) or Company under Reorganization prescribed in paragraph (7) of said Article who, in connection with the business of the de facto subsidiary, has refused to give a report or refused an inspection under the provisions of Article 77, paragraph (2) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 189, paragraph (1), Article 193, Article 215 or Article 239 or given a false report.
(5) The provision of paragraph (1) shall also apply to a person who is or was a director, accounting advisor, company auditor, executive officer, accounting auditor, liquidator, or employee or other worker of a Converted Mutual Company prescribed in Article 360, paragraph (1), item (ii) or New Mutual Company prescribed in Article 372, paragraph (1) (referred to as "Converted Mutual Company, etc." in paragraph (7)) and has refused to give a report under the provisions of Article 209, paragraph (3) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 367, paragraph (4) or Article 372, paragraph (7) or given a false report.
(6) The provision of paragraph (1) shall also apply to a representative person, etc. of any of the persons prescribed in the preceding paragraph who, in connection with the business of said person, has refused to give a report under the provisions of Article 209, paragraph (3) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 367, paragraph (4) or Article 372, paragraph (7) or given a false report.
(7) The provision of paragraph (1) shall also apply to a person prescribed in paragraph (5) (excluding those who were such persons as prescribed in said paragraph) who, in connection with the business of the Converted Mutual Company, etc., has refused an inspection under the provisions of Article 209, paragraph (3) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 367, paragraph (4) or Article 372, paragraph (7).
(Crime of Spoliation of Objects Concerning the Status of Business and Property, etc.)
Article 554 (1) A person who, before or after the commencement of Reorganization Proceedings prescribed in Article 4, paragraph (1), for the purpose of harming creditors, secured creditors pertaining to a Cooperative Structured Financial Institution, or Partners, etc., has spoliated, forged or altered books, documents or any other objects concerning the status of a Cooperative Structured Financial Institution's business and property shall be punished by imprisonment with work for not more than three years or a fine of not more than three million yen, or both, when an Order of Commencement of Reorganization Proceedings prescribed in Article 41, paragraph (1) of the as applied mutatis mutandis pursuant to Article 31 against the Cooperative Structured Financial Institution becomes final and binding.
(2) The provisions of the preceding paragraph shall also apply to a person who, before or after the commencement of Reorganization Proceedings prescribed in Article 169, paragraph (1), for the purpose of harming creditors, secured creditors pertaining to a Mutual Company, or members, has spoliated, forged or altered books, documents or any other objects concerning the status of a Mutual Company's business and property, when an Order of Commencement of Reorganization Proceedings prescribed in Article 41, paragraph (1) of the as applied mutatis mutandis pursuant to Article 196 against the Mutual Company becomes final and binding.
(Crime of Obstruction of Duties against Trustee, etc.)
Article 555 A person who, by the use of fraudulent means or force, has obstructed the performance of duties of a trustee, trustee representative, provisional administrator, provisional administrator representative, supervisor, or examiner in Reorganization Proceedings prescribed in Article 4, paragraph (1) or Article 169, paragraph (1) shall be punished by imprisonment with work for not more than three years or a fine of not more than three million yen, or both.
(Crime of Acceptance of Bribe)
Article 556 (1) Where a trustee, trustee representative, provisional administrator, provisional administrator representative, supervisor, examiner, or legal advisor (meaning legal advisor prescribed in Article 71 of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 44 or Article 210; the same shall apply in the following paragraph) in Reorganization Proceedings prescribed in Article 4, paragraph (1) or Article 169, paragraph (1), in connection with his/her duties, has accepted, solicited or promised to accept a bribe, he/she shall be punished by imprisonment with work for not more than three years or a fine of not more than three million yen, or both.
(2) In the case referred to in the preceding paragraph, where the trustee, trustee representative, provisional administrator, provisional administrator representative, supervisor, examiner, or legal advisor has agreed to perform an act in response to an unlawful request, he/she shall be punished by imprisonment with work for not more than five years or a fine of not more than five million yen, or both.
(3) Where a trustee, provisional administrator, supervisor, or examiner (hereinafter referred to as "Trustee, etc." in this Article) in Reorganization Proceedings referred to in paragraph (1) is a juridical person, if its officer or official who performs the duties of a Trustee, etc., in connection with the duties of the Trustee, etc., has accepted, solicited or promised to accept a bribe, he/she shall be punished by imprisonment with work for not more than three years or a fine of not more than three million yen, or both. The same shall apply where a Trustee, etc. is a juridical person, and its officer or official, in connection with the duties of a Trustee, etc., has caused the Trustee, etc. to accept or solicit or promise to accept a bribe.
(4) In the case referred to in the preceding paragraph, where the officer or official has agreed to perform an act in response to an unlawful request, he/she shall be punished by imprisonment with work for not more than five years or a fine of not more than five million yen, or both.
(5) Where Reorganization Creditors, etc. prescribed in Article 4, paragraph (13) or Article 169, paragraph (13) Partner, etc., member or representative or their agent, officer or official, in connection with the exercise of a voting right on the date of a meeting of persons concerned or exercise of a voting right by voting by document, etc. prescribed in Article 189, paragraph (2), item (ii) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 113 or Article 282, has accepted, solicited or promised to accept a bribe while agreeing to perform an act in response to an unlawful request, he/she shall be punished by imprisonment with work for not more than five years or a fine of not more than five million yen, or both.
(6) In the cases referred to in the preceding paragraphs, a bribe accepted by the offender or by the Trustee, etc. who is a juridical person shall be confiscated. If the whole or part of the bribe cannot be confiscated, an equivalent value thereof shall be collected.
(Crime of Offer of Bribe)
Article 557 (1) A person who has given, offered or promised to offer a bribe prescribed in paragraph (1) or paragraph (3) of the preceding Article shall be punished by imprisonment with work for not more than three years or a fine of not more than three million yen, or both.
(2) A person who has given, offered or promised to offer a bribe prescribed in paragraph (2), paragraph (4) or paragraph (5) of the preceding Article shall be punished by imprisonment with work for not more than five years or a fine of not more than five million yen, or both.
(Crimes Committed Outside Japan)
Article 558 (1) The crimes set forth in Article 549, Article 550, Article 554, Article 555 and the preceding article shall be governed by the provision of Article 2 of the Penal Code (Act No. 45 of 1907).
(2) The crimes set forth in Article 551 and Article 556 (excluding paragraph (5)) shall be governed by the provision of Article 4 of the Penal Code.
(3) The crime set forth in Article 556, paragraph (5) shall also apply to a person who has committed the crime outside Japan.
(Dual Criminal Liability Provision)
Article 559 When the representative person of a juridical person, or an agent, employee or any other worker of a juridical person or individual, in connection with the business or property of the juridical person or individual, has committed a violation of Article 549, Article 550, Article 552 (excluding paragraphs (1) and (5)), Article 553 (excluding paragraphs (1) and (5)), Article 554, Article 555, or Article 557, not only shall the offender be punished, but also the juridical person or individual shall be punished by a fine prescribed in the respective Articles.
(Fine)
Article 560 (1) A person who owes a debt or provides security for a Cooperative Structured Financial Institution in Need of Reorganization prescribed in Article 4, paragraph (7) or for the reorganization of its business shall, if he/she violates a Court order under the provisions of Article 209, paragraph (4) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 127, paragraph (1), be punished by a fine of not more than one million yen.
(2) The provision of the preceding paragraph shall also apply to a person who owes a debt or provides security for a Company under Reorganization prescribed in Article 169, paragraph (7) or for the reorganization of its business and violates a Court order under the provisions of Article 209, paragraph (4) of the Corporate Reorganization Act as applied mutatis mutandis pursuant to Article 297, paragraph (1).