Article 213(Merger after divestiture of stock companies) #
(1) Where a debtor which is a stock company, is split and part of such stock company is merged with another company and the latter survives, or where the other company is split and part of such other company merges with the debtor which is a stock company and such debtor survives, the matters falling under each of the following subparagraphs shall be prescribed in the rehabilitation plan:
1. The trading name of the other company;
2. When the total number of shares that the surviving company has to issue on the grounds of the merger after divestiture increases, the matters concerning the total number of shares that increases, the types of shares and the number of shares by type that increase and restrictions on the rights of shareholders to underwrite such shares and the right of any third person to underwrite newly issued shares is given, the regulations therefor;
3. The matters concerning the total number, types of new shares and the number of shares by type issued for the rehabilitation creditors, rehabilitation secured creditors and shareholders of the debtor who is split or the distribution of such shares, and when the combination or the division of shares is performed on the grounds of their distribution, the matters thereabout;
4. When it is decided to prescribe the payment of cash and the distribution of bonds to shareholders of any company that is to split, the matters thereabout;
5. Matters concerning the total amount of capital and reserve of the surviving company, which is raised;
6. The properties and their value that the debtor who is split transfers to the surviving company;
7. When it is prescribed pursuant to the provisions of Article 530-9 (3) of the Commercial Act, the matters with regard thereto;
8. The date and time on, and at which the general meeting of shareholders of the other company is held to resolve on the approval of a written agreement on merger after divestiture;
9. The date on which the merger after divestiture is effected;
10. Where the other company survives, when the directors and auditors of such company are selected, their names and resident registration numbers;
11. Other matters that result in an amendment of the articles of incorporation of the surviving debtor.
(2) Where the debtor is split and part of the debtor is consolidated with the whole or part of another company to form a new company, or where the other company is split and part of such other company is consolidated with the whole or part of the debtor to form a new company, the matters falling under each of the following subparagraphs shall be prescribed in the rehabilitation plan:
1. The trading name of the other company;
2. The trading name, purposes, the locations of the principal office and branch offices, the number of shares to be issued, the value per share, the amount of capital and reserve, and methods of public announcement of the newly incorporated company;
3. Matters concerning restrictions on the rights of shareholders to underwrite shares that are issued by the newly incorporated company at the time the new company is incorporated and when it is prescribed that the right to underwrite new shares is granted to any specific third person, the matters with regard thereto;
4. The properties and their value, which are transferred by the debtor or the other company to the newly incorporated company;
5. If an arrangement is made under Article 530-9 (2) of the Commercial Act, the details thereof;
6. Other matters to be entered in the articles of incorporation of the newly incorporated company;
7. Matters concerning the total number and the types of shares, and the number of shares by type issued for the rehabilitation creditors, rehabilitation secured creditors and shareholders of the debtor or the shareholders of the other company, and when the shares are combined or split upon distribution, the matters with regard thereto;
8. When it is prescribed to pay cash or distribute bonds to the debtor or the shareholders of the other company, the matters with regard thereto;
9. The date and the time on, and at which the general meeting of shareholders of the other company is held to resolve on the approval for a written agreement on merger after divestiture;
10. The date on which the merger after divestiture is effected;
11. Persons who are expected to become directors, the chief executive officer and auditors in the newly incorporated company, their appointment, methods of selecting them and their terms of office. In such cases, their terms of office shall not exceed one year;
(3) The provisions of Article 212 shall apply mutatis mutandis to cases where the part that is not subject to the merger after divestiture of the debtor provided for in the provisions of paragraphs (1) and (2) is prescribed.