「第三者割当増資」に関連した英語例文の一覧 - Weblio英語例文検索





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We agreed to allocate new shares to a third party. - Weblio Email例文集


(1) Responding to the third-party share issuance in general - 金融庁


In recent years, often there have been instances of large scale capital increases through third-party share issuance, culminating in considerable dilution of control for existing shareholders, or a transfer of control, as well as instances of third-party share issuance where the identity of such parties remains uncertain. - 金融庁


(2) Responding to large-scale capital increases through third-party share issuance that entail significant dilution of control, or transfer of control, etc. - 金融庁


In order to respond appropriately to various problems concerning capital increases through third-party share issuance, it is important to improve accountability of the management of listed companies to its existing shareholders when undertaking third-party share issuance. - 金融庁


A “Rights Offering” needs to be implemented smoothly and properly as another means of capital increase, in addition to publicly offered capital increase, and capital increase through third-party share issuance. - 金融庁


Forms of capital increases of a management company or group companies include public offerings of new shares and third-party allocations of new shares. Public offerings of new shares are normally conducted by public companies through securities firms working as their underwriters. Consequently, reasonable checking functions appear to operate from the standpoint of observing laws and regulations. - 金融庁


Therefore when a listed company is raising capital through third-party share issuance, various information concerning the issuing company, the third-party and the relationship between them is required to be disclosed such as the details of the plan for utilizing the new capital, any existing capital relationship between the issuing company and the third-party, details of any business-related agreements or arrangements, details of the third-party's existing shareholding in the company and the details of the policy concerning shareholding, etc. - 金融庁


Amid these circumstances, there is an urgent need to improve market discipline when raising capital through third-party share issuance in order to secure fairness, market transparency, and the confidence of investors. - 金融庁


Furthermore, where there is a risk that the planned third-party share issuance can be classified as favorable issuance, in order to ascertain its legality, the stock exchange should require an official opinion of the statutory auditors, which should be published. - 金融庁


In addition, where companies are planning to undertake a squeeze-out following a third-party share issuance, etc., companies should be obliged to disclose such plans by statute to disclose such plans, along with specific details. - 金融庁


To provide a system for evaluating REIT value having a program for calculating a capital increase value so that an investor of REIT before acquiring a specific real estate and another investor after capital increase through third party allocation in REIT after acquiring a specific real estate should be impartially handled. - 特許庁


Under the Companies Act (CA), where the capital increase involves favorable terms being offered to the parties concerned, a special resolution at a shareholders' meeting is required; and if the issuance terms offered are extremely unfair to existing shareholders, the issuance becomes subject to an injunction. However, if third-party share issuance does not fall under either of these cases, it can be executed with only a resolution by the board of directors, without any direct involvement by shareholders, regardless of the degree by which their control would be diluted. - 金融庁


An increase in capital, whether it comes in the form of the injection of public finds or a third-party share allotment, leads to the dilution of the existing shares, so it is natural that the value of each share drops. - 金融庁

① 経営管理会社の取締役会(以下「取締役会」という。)は、経営管理会社又はグループ内会社の第三者割当増資に関する法令等遵守の重要性を理解し、決定権限や責任の所在の明確化を含むグループ全体の態勢整備を行っているか。例文帳に追加

① Whether the boards of directors of a management company (hereinafter referred to as the "Boards of Directors") understand the importance of compliance with laws and regulations concerning the capital increases of a management company or group companies by third party allocations of newly issued shares and have established group-wide systems, including the clarification of where the decision-making authorities and responsibilities lie. - 金融庁


④ When group financial institutions are involved in the capital increases of a management company or group companies by third party allocations of newly issued shares, whether the management company establishes a compliance system of laws and regulations so that such financial institutions take appropriate actions. - 金融庁

第三者割当増資やいわゆる私募CB(MSCBを含む。)等については、企業再生等に 係る資金調達手段として有効と考えられる一方で、発行条件及び利用方法次第で希薄化による既存株主に対する不利益が生じるリスクもある。例文帳に追加

While capital increases through third-party allotment and private placement of convertible bonds (CBs) (including moving-strike CBs (MSCBs)) are seen as effective fund-raising means for corporate rehabilitation and other measures, they involve the risk that the interests of existing shareholders may be undermined through the dilution of the value of their shareholdings, depending on the issuance terms and the usage method. - 金融庁


In the case of third-party allocations of new shares, however, new shares are allocated directly to business partners, and, for example, when group financial institutions are involved, greater management efforts will be required from the viewpoint of ensuring soundness and faithfulness, with respect to the establishment of an internal control system concerning the compliance of laws and regulations in connection with the "principle of capital substantiation" and the prevention of the "abuse of superior position." - 金融庁


Consequently, with regard to capital increases through third-party share issuance that entail a considerable dilution of control or transfer of control, the stock exchange should ensure full transparency, and measures should be implemented depending on the degree of dilution or other factors, to ensure due process are carried out, such as obtaining the opinions of person(s) who are deemed independent of management, and verifying the wishes of shareholders by means of a resolution at a formal shareholders' meeting or through other means; and it would be appropriate that companies be required to disclose this information as part of their statutory disclosure. - 金融庁


On the other hand, as I said earlier, it is important to do something with articles of incorporation in order to prepare for the implementation of a quick capital increase, namely a capital increase through the issuance of preferred shares, in the event of an emergency — this applies to not only to cases of the injection of public funds but also to cases of a capital increase through market-based or private arrangements like a third-party share allotment scheme — from the viewpoint of ensuring quick response to any emergency. - 金融庁


Large-scale capital increases through third-party share issuance that entail a significant dilution of control or transfer of control have the potential to cause major problems, particularly in terms of investor protection. Such cases should only be justified in truly unavoidable circumstances (such as during corporate rehabilitation), where such actions are consistent with the wishes and interests of shareholders, including minority shareholders, and where they are conducted in a transparent manner. - 金融庁



The previous chapter discussed the issues concerning capital policies, including raising capital through third-party share issuance. In considering how the authority should be best shared between the shareholders and the board for decisions relating to these corporate actions, an important factor for consideration will be the question of whether the board of directors has secured enough confidence from shareholders. - 金融庁


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