Securities
Marketin Japan
2018

JAPAN SECURITIES RESEARCH INSTITUTECopyright © 2018 by Japan Securities Research InstituteAll rights reserved. No Part of this Publication may be
reproduced, in any form or by any means,
without the permission in writing of the publisher.
Published by
Japan Securities Research InstituteTaiyo Life Insurance Nihombashi Building
2-11-2, Nihombashi, Chuo-ku,
Tokyo 103-0027, Japan
Telephone (+81) 3-6225-2326
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ISBN 978－4－89032－822－2

The book is a translation of“Illustrated Guide: 2018 Securities Markets in Japan”(prepared by the Japan Securities Research Institute), which was published in Japanese,
into English. It includes quotations from or references to descriptions of laws andregulations such as the Financial Instruments and Exchange Act; however, it is the laws andregulations in Japanese themselves that have legal effect and the translations given herein
are only for your reference. For legal matters, see the laws and regulationsin Japanese described in the official journal.

PREFACE
The advancement of information technology is having a significant impact
on the world economy in terms of growth and structural changes. Particularly
in financial and securities sectors, it has been pointed out that the introduction of FinTech and new FinTech-based services and technologies, such as
robo-adviser, crowdfunding, and block chain, will bring about rapid and material reforms to how business segment regulations and markets ought to be.
At the present moment, however, it is difficult to accurately forecast what
specific moves will take place going forward.
Meanwhile, the recent world economy has been relatively favorable withthe term“Goldilocks Economy”being applied, despite facing various risks.
Yet there are times when markets fluctuate significantly due to political andeconomical factors, and by no means can we say that the recent economic
conditions allow us to ignore the concern of risks becoming apparent.
Japan Securities Research Institute has issued an updated edition of The
Securities Market in Japan: An Illustrated Guide every two years since 1973.
The book is intended to explain the structures, functions and current status ofJapan’
s securities markets in a simple, user-friendly manner as much as possible. Following the previous 2016 edition, this is the English version of the2018 edition of The Securities Market in Japan. In this updated edition, we
included new sections on FinTech and the corporate governance code. We
also added descriptions on new moves on the market, including the introduction of the Japanese-version Fair Disclosure Rules, in an effort to provide
timely contents.
Moreover, at Japan Securities Research Institute, we work to deepen our
understanding of the latest status of securities markets in other countries, including developments toward financial and securities systems reforms. As
part of this effort, we also issue other illustrated guides, such as“The Securities Market in the U.S.,”“The European Securities Markets”and“The Asian
Securities Markets,”every few years. We do this with a view to providing
easy-to-understand explanations of securities markets of leading countries in
Europe, the U.S. and Asia. We hope that the series of these books will also beof use to those who are interested.
As with our previous publications, this book was compiled by a group of

specialists, including researchers and research fellows at Japan Securities Research Institute and experts at the Japan Securities Dealers Association(JSDA), the Japan Exchange Group (JPX), Japan Securities Finance (JSF)
and Japan Investment Advisers Association, who took part in writing the sections assigned to them respectively. The assignment of writing tasks is asshown on the next page. Researchers Kazuya Takahashi and Kazutoshi Tashiro at Japan Securities Research Institute were responsible for the overallcompilation.
As previously mentioned, under circumstances in which it is difficult toaccurately envision the future, we find it extremely important to take anothercomprehensive view of and accurately understand the history and current status of Japan’s securities market on the whole. We sincerely hope that thisbook will be of wide use to not only persons related to the securities industry
but also many of those who have an interest in this theme.
March 2018

KIICHIROU MASUI
President
Japan Securities Research InstituteCONTENTS
PREFACE ..................................................................................................
CHAPTER I The Securities Market and the National Economy
1. What Is a Security? ....................................................................
2. Corporate Financing...................................................................
3. The Securities Market and Public Finance ................................
4. Financial Assets Held by the Household Sector ........................
5. Investment Behavior of Foreigners(Inbound Securities Investment) ................................................
6. Advancing FinTech ....................................................................

i
1
3
5
8
10
14

CHAPTER II The History of the Japanese Securities Market
1. The Securities Market in the Prewar Period .............................. 17
2. The Period of Postwar Economic Rehabilitation (1945－54) .... 19
3. The Securities Market during the First Period of Rapid
Economic Growth (1955－64) .................................................... 22
4. The Securities Market during the Second Period of Rapid
Economic Growth (1965－74) .................................................... 25
5. Measures Taken to Cope with the Oil Crisis (1975－84) ........... 28
6. Developments before and after the Economic Bubble(1985－89) .................................................................................. 30
7. The Reform of the Financial System after the Stock Market
Scandals (1990－95) ................................................................... 33
8. The Debate on, and Enforcement of, the Act on Revision, etc. of
Related Acts for the Financial System Reform (1996－2000) ... 35
9. Developments Since the Big Bang (2001－2008) ...................... 38
10. Developments after the Lehman Shock (2008 onward) ............ 40
CHAPTER III The Stock Primary Market
1. New Issues of Stocks in the Primary Market ............................. 43
2. Forms of Issuing New Shares .................................................... 45
3. Procedures for Issuing New Shares ........................................... 47
4. The Current State of the New Issue Market............................... 49
5. New Share Underwriting ........................................................... 52
6. Private Equity Market ................................................................ 54

iv

Contents

CHAPTER IV The Stock Secondary Market
1. The Structure of the Stock Secondary Market ...........................
2. Transaction Size of the Stock Secondary Market ......................
3. The Structure of Share Ownership .............................................
4. Stock Prices and Indicators for Investment (1) ..........................
5. Stock Prices and Indicators for Investment (2) ..........................
6. Stock Prices and Indicators for Investment (3) ..........................
7. Stock Prices and Indicators for Investment (4) ..........................
8. The Margin Trading System (1) .................................................
9. The Margin Trading System (2) .................................................
10. Diversification of the Securities Trading System ......................
CHAPTER V New Issues of Bonds in the Primary Market
1. Types of Bonds ..........................................................................
2. Issuing Status of Bonds..............................................................
3. Methods of Issuing Public Bonds ..............................................
4. Methods of Issuing Corporate Bonds ........................................
5. Credit-Rating Agencies and Rating of Bonds ............................
6. Corporate Bond Management ....................................................
7. Corporate Bonds with Subscription Rights/Warrants andStructured Bonds........................................................................

57
59
61
63
65
67
69
71
73
76
79
81
83
86
89
91
93

CHAPTER VI The Secondary Markets for Bonds
1. Trading of Bonds ....................................................................... 96
2. Participants in the Secondary Bond Market............................... 98
3. Over-the-counter Bond Transactions ......................................... 100
4. Reference Statistical Prices (Yields) for OTC Bond
Transactions (1).......................................................................... 100
5. Reference Statistical Prices (Yields) for OTC Bond
Transactions (2).......................................................................... 105
6. Reporting & Announcement System of Corporate Bond
Trading ....................................................................................... 106
7. Book-Entry Transfer System for Bonds..................................... 109
8. Bond Yield and Terms of Issuance............................................. 111
9. Gensaki Market for Bonds (1) ................................................... 114
10. Gensaki Market for Bonds (2) ................................................... 116
11. Bond Lending............................................................................. 119
CHAPTER VII Investment Trusts
1. Overview .................................................................................... 122
2. History of Investment Trusts...................................................... 124
3. Forms of Investment Trusts ....................................................... 126

Contents

4.
5.
6.
7.
8.
9.
10.

v

Investment Trust Products.......................................................... 128
Sale of Investment Trusts ........................................................... 131
Investment Management of Investment Trusts .......................... 133
Customer Base of Investment Trusts ......................................... 135
Disclosure of Investment Trusts................................................. 138
Services and Products Based on Investment Trusts ................... 141
Foreign Investment Trusts.......................................................... 143

CHAPTER VIII The Derivatives Market
1. Futures Trading .......................................................................... 146
2. Bond Futures Trading ................................................................ 148
3. Stock Index Futures Trading ...................................................... 150
4. Financial Futures Trading .......................................................... 152
5. Options Trading ......................................................................... 154
6. Bond Options Trading ................................................................ 156
7. Stock Index Options Trading ..................................................... 158
8. Securities Options Trading......................................................... 160
9. OTC Derivatives Trading........................................................... 162
10. Credit Derivatives Trading......................................................... 165
CHAPTER IX The Securitized Products Market
1. What Is a Securitized Product? .................................................. 167
2. Basic Mechanism of Issuing Securitized Products .................... 169
3. Description of Major Securitized Products ................................ 170
4. The Size of the Market............................................................... 173
5. Primary Market for Securitized Products .................................. 175
6. Secondary Market for Securitized Products .............................. 177
7. Primary and Secondary Markets for the Beneficiary
Certificates of Real Estate Investment Trusts ............................ 179
8. Listed Infrastructure Funds ........................................................ 182
9. Risks and Credit Enhancement of Securitized Products ............ 184
10. The Enactment of Securitization-Related Laws ........................ 185
CHAPTER X Financial Instruments Exchange, etc. (1)1. The Function of the Financial Instruments Exchanges .............. 190
2. The Listing System .................................................................... 192
3. The Listing Management System .............................................. 194
4. The Corporate Governance Code............................................... 197
5. The Stock Trading System (1) ................................................... 200
6. The Stock Trading System (2) ................................................... 202
7. The Clearance and Settlement System (1) ................................. 204
8. The Clearance and Settlement System (2) ................................. 205

vi

Contents

9. The Book-Entry Transfer System for Stocks, Etc. .................... 208
10. Trading and Clearing Systems of the Financial Instruments
Exchange (Stock Exchange) (1)................................................. 210
11. Trading and Clearing Systems of the Financial Instruments
Exchange (Stock Exchange) (2)................................................. 212
CHAPTER XI Financial Instruments Exchange, etc. (2)1. Footsteps of Emerging Markets ................................................. 215
2. Start-up Market Concepts .......................................................... 217
3. Start-up Market Listing Systems ............................................... 219
4. Start-up Market Listing Management Systems.......................... 221
5. An Outline of the OTC Stock Market ........................................ 223
6. OTC Securities, Etc. .................................................................. 225
7. Equity Crowdfunding (1) ........................................................... 227
8. Equity Crowdfunding (2) ........................................................... 229
9. Shareholders Community (1) ..................................................... 231
10. Shareholders Community (2) ..................................................... 233
11. The Green Sheet and Phoenix Issue Systems (1)....................... 236
12. The Green Sheet and Phoenix Issue Systems (2)....................... 238
13. TOKYO PRO Market ................................................................ 240
CHAPTER XII Financial Instruments Business (Securities Business)
1. Overview of Financial Instruments Business Operators(Securities Companies) (1) ........................................................ 243
2. Overview of Financial Instruments Business Operators(Securities Companies) (2) ........................................................ 245
3. Overview of Financial Instruments Business Operators(Securities Companies) (3) ........................................................ 248
4. Securities Businesses (1)—The Principal Businesses (1) .......... 250
5. Securities Businesses (2)—The Principal Businesses (2) .......... 253
6. Securities Businesses (3)—Incidental Business, Concurrent
Business, and Other Businesses ................................................. 255
7. Income and Expenditure of Financial Instruments Business
Operators (Securities Companies) ............................................. 258
8. Financial Condition of Financial Instruments Business
Operators (Securities Companies) ............................................. 260
9. Financial Instruments Firms Associations (1)............................ 263
10. Financial Instruments Firms Associations (2)............................ 267
11. Investor Protection Fund ............................................................ 269
12. Securities Operations of Financial Institutions .......................... 272
13. Competition Structure of the Securities Industry....................... 276

Contents

vii

CHAPTER XIII Asset Management Service
1. Management of Individual Financial Assets .............................. 279
2. Pension Fund Management ........................................................ 281
3. Asset Management of Trust Banks ............................................ 283
4. Asset Management of Life Insurance Companies ..................... 285
5. Asset Management of Discretionary Asset Management
Companies.................................................................................. 288
6. Asset Management of Investment Trusts ................................... 290
7. Stewardship Code ...................................................................... 292
CHAPTER XIV Securities Taxation
1. Transitions in Securities Taxation (1) ........................................ 294
2. Transitions in Securities Taxation (2) ........................................ 296
3. Taxation of Interest .................................................................... 298
4. Taxation of Dividends ................................................................ 300
5. Adjustment of Double Taxation Relating to Dividends ............. 303
6. Capital Gains Taxation (1) ......................................................... 305
7. Capital Gains Taxation (2) ......................................................... 307
8. NISA .......................................................................................... 309
9. Taxation of Nonresidents ........................................................... 311
10. Tax Treatment of New Products ................................................ 313
11. Tax Treatment of Pension-Type Products .................................. 315
CHAPTER XV Prohibited and Regulated Acts of Securities Trading
1. Outline........................................................................................ 319
2. Regulation of Market Manipulation........................................... 321
3. Prohibited and Regulated Acts of Corporate Insiders ................ 323
4. Prohibited and Regulated Acts for Financial Instruments
Business Operators (Securities Companies) and Their
Employees, Officers, and Directors ........................................... 325
5. Other Regulated Acts—Information Disclosure to Ensure
Fairness of Transactions............................................................. 327
CHAPTER XVI
1.
2.
3.
4.

The Information Disclosure System and Investor
Protection
The Information Disclosure System in the Securities Market ... 330
The System of Disclosing Corporate Information under the
Financial Instruments and Exchange Act ................................... 332
Other Disclosures to Be Made under the Financial Instruments
and Exchange Act ...................................................................... 334
Timely Disclosure System of Financial Instruments
Exchange (Stock Exchange) ...................................................... 336

viii

Contents

5. Ensuring the Appropriateness of Information Disclosure .......... 336
6. Recent Moves of Information Disclosure .................................. 339
CHAPTER XVII The Securities Regulatory System
1. Financial Instruments and Exchange Act ................................... 342
2. Other Laws and Regulations Related to the Securities Market... 344
3. Organization of the Securities Regulatory System .................... 347
4. Law Enforcement by the Financial Services Agency ................ 349
5. The Securities and Exchange Surveillance Commission ........... 352
6. Self-Regulatory Organizations................................................... 354
7. International Organization for Securities Regulation ................ 356
APPENDIX

Chronology of Events Related to Securities(1870−2017)...................................................................... 360

CHAPTER I
The Securities Market and the National Economy

1. What Is a Security?
The financial markets provide a marketplace through which funds are channeled from sectors with idle cash (lenders) to cash-short sectors (borrowers),
and the types of financing arranged on these markets are divided in terms ofintermediaries into indirect and direct financing. Indirect financing means aform of transaction in which a financial institution acquires a primary security (due bills and notes, etc.) from a borrower with a fund raised by issuing anindirect security (certificates of deposit and insurance policies, etc.). In direct
financing, a borrower raises funds by issuing a primary security (equity anddebt securities, etc.) to lenders through a market intermediary. The marketplace on which direct financing is arranged is the securities market, and it isdivided into a primary market (where securities are issued and distributed)
and a secondary market (where securities are bought and sold).
Generally, the term“security”refers to instruments that give their legal
holders the rights to money or other property. They are designed to facilitate
the assignment of such rights and have the characteristic of combining rights
and certificates. More specifically, securities are issued in various forms,
such as stocks and bonds issued by business corporations; notes, checks, andbills of lading; government securities issued by national governments; andmunicipal bonds issued by local public bodies. Of these, securities traded in
the securities markets are called“securities under the Financial Instruments
and Exchange Act (FIEA),”as defined in Paragraphs 1 and 2, Article 2 ofthat law. Paragraph 1 defines securities whose interests are represented by securities or certificates that are physically issued as listed in the table on theright. In addition to those provided for in the former Securities and ExchangeAct, new types of securities, such as mortgage securities and securities representing financial options contracts, have been included. Item (xxi) of theparagraph provides that securities or certificates designated by government
ordinance include bonds issued by educational institutions, etc.
Paragraph 2 of Article 2 sets forth the definition of deemed securities.
First, interests represented by securities that are listed in the preceding para-2

Chap. I The Securities Market and the National Economy

Table I-1.

The Definition of Securities under the Provisions of Paragraphs
2-1 and 2-2 of FIEA

Paragraph 2-1 Securities
1. Government securities
2. Municipal bond securities
3. Bonds issued by special public corporations
4. Specified corporate bonds as provided for in the Act on the Liquidation of Assets
5. Corporate bonds
6. Subscription certificates issued by special public corporations
7. Preferred shares as provided for in the Law Concerning Preferred Shares in Cooperative Financial
Institutions
8. Preferred subscription certificates or new preferred subscription rights certificates as provided forin the Act on the Liquidation of Assets
9. Stock certificates or subscription right/warrant certificates
10. Beneficiary certificates of investment trusts or foreign investment trusts
11. Investment certificates or bonds issued by investment corporations, investment equity subscription
rights certificates or investment certificates issued by foreign investment corporations
12. Beneficiary certificates of loan trusts
13. Beneficiary certificates of special-purpose trusts as provided for in the Act on the Liquidation ofAssets
14. Beneficiary certificates of certificate-issuing trusts as provided for in the Trust Law
15. Commercial paper
16. Mortgage securities
17. Foreign securities: foreign certificates that have the attributes of any type of securities as defined in
Items 1 through 9 and Items 12 through 16 hereof
18. Beneficiary certificates of foreign loan claims trusts
19. (Financial) options securities or certificates
20. Foreign depository securities or receipts
21. Securities or certificates designated by government ordinanceParagraph 2-2 Deemed Securities(General description of the former clause)Interests represented by securities that are listed in the preceding paragraph in cases where no physicalcertificates are issued(Latter clause)
1. Beneficiary interests in trusts
2. Beneficiary interests in foreign trusts
3. Partnership interests in general or limited partnership companies (gomei gaisha or goshi gaisha),as designated by government ordinance, or interests in limited liabilities companies (godo gaisha)
4. Partnership interests in foreign corporations, with the attributes of interests defined in any of thepreceding items
5. Interests in collective investment schemes as comprehensively defined
6. Interests in foreign collective investment schemes
7. Other interests as designated by government ordinanceSource: Based on Toshiro Ueyanagi, Yutaka Ishitoya, and Takeo Sakurai, Shin Kin’
yu Shohin Torihiki-ho
Handobukku, Nippon Hyoronsha, 2006, and Etsuro Kuronuma, Kin’
yu Shohin Torihiki-ho Nyumon, Nihon Keizai Shimbun, 2006, and the Financial Instruments and Exchange Act as listed in
e-Gov’
s legal data service.

Chap. I The Securities Market and the National Economy

3graph are deemed to be securities by themselves in cases where no physicalcertificates are issued. For example, interests represented by bonds or stocks
held under a book-entry transfer system are deemed to be equivalent to thosesecurities listed in Paragraph 1. The latter part of the paragraph then goes on
to define deemed securities as interests other than those represented by securities or certificates. The scope of the definition has been substantially widened compared with that of the former law, and, specifically, there are comprehensive provisions in Item (v) of the paragraph for the FIEA to be
applicable to various types of collective investment vehicles, or funds. In
Item (vii), interests designated by government ordinance, including claims onloans to educational institutions, are provided for as deemed securities. In addition to securities, the FIEA applies to derivatives trading in domestic financial instruments exchanges, over-the-counter markets and foreign markets.
2. Corporate Financing
The term“business corporation”(excluding financial service institutions)means economic entities whose objective is to make a profit from such activities as the production and sale of goods or services. Business corporations
invest funds in real assets (such as facilities and products in inventories) tocarry out production and marketing activities on a continuing basis.
Funds raised by business corporations are divided into internal funds(those generated in the ordinary course of the production and sale of goods orservices) and external funds (those raised from external sources), according
to the method employed to raise them. Technically, internal reserves and depreciation charges are included in internal funds. As corporations are not required to repay the principal of, or pay interest or dividends on, such funds,
they are considered the most stable means of corporate financing. In actuality, however, business corporations cannot meet their funding requirementswith internal funds alone, and many of them have to rely on external funds.
External funds are divided into the proceeds resulting from loans and the issuance of equity and corporate bond, according to the method employed toraise them. Loans are obtained primarily from banking institutions. Thismethod of raising funds with debt securities is termed“indirect financing.”
In addition to those issued at the time of their incorporation, business corporations issue additional equity shares (an increase of capital) to finance theexpansion of their production capacity or for other purposes. As business corporations are not required to repay the principal thus raised, or pay interest
thereon, the proceeds from the issuance of equity shares constitute the moststable form of funds among external funds. As is the case with equity shares,
corporate bonds are also an instrument for raising funds from the capital mar-

4

Chap. I The Securities Market and the National Economy

Chart I-1.
Internal funds

Corporate Financing

Internal reserves
Depreciation
Borrowing
StocksExternal funds

Corporate bonds

Straight bonds
Corporate bonds with equity warrant
Structured bonds

Foreign currency bonds
CP (short-term corporate bonds)
Note: Internal reserves refer to a company’s after-tax income less any dividends and officers’bonuses.
Depreciation charges are recognized as the economic benefits of tangible fixed assets, such asbuildings and machinery, that are consumed each year and recorded as expenses. In other words,
they are reserves for facility replacement.

kets, and issuers have to redeem them on or by a predetermined date of redemption and pay a definite rate of interest on them. Corporate bonds arelargely divided into straight bonds (SB), corporate bonds with subscription
rights/warrants, and structured bonds (see Chapter V regarding corporate
bonds with subscription rights/warrants and structured bonds). The issuanceof equity shares or corporate bonds is recognized as a means of raising funds
by the“direct financing”method.
A survey of changes that have occurred in the amount of funds raised bycompanies from external sources as a percentage of the outstanding balanceof financial debts shows that bank borrowings have tended to decrease sincethe 1980s. This tendency was triggered by the fact that following the liberalization and internationalization of the financial markets, businesses have actively sought to raise funds by selling new shares and corporate bonds on themarket. Since the 2000s, funds raised through the issue of securities haveoutpaced those obtained through bank borrowings, and the weight of corporate financing structure has shifted from indirect to direct financing. Although
at one point the proportion of loan financing rose after the financial crisis of2008 curtailed the functioning of the capital market, financing through the issue of securities, primarily stocks, has come to account for the majority after
the hike in stock prices at the end of 2012. In addition, the total amount of financing has been increasing over the last few years. Considering that the enhancement of emerging markets and deregulation and abolition of various
bond regulations have led to establishing the approach of raising funds on thecapital market for not only large companies but also small and midsize com-

5

Chap. I The Securities Market and the National Economy

Table I-2.

Percentage of Funds Raised and Invested by the Corporate Sector(balances at fiscal year-end)
1980

1985

1990

1995

2000

2005

2010

2016

Management
Cash and demand deposits
Time deposits
CDs
TrustsInvestment trusts
Securities(equity shares)(debt securities)
Inter-business credits
Others

10.0
14.5
0.1
1.3
0.1
15.7
13.5
2.2
45.5
12.7

7.6
14.8
1.2
1.4
0.6
25.9
23.5
2.3
35.2
13.2

6.6
12.8
1.1
0.7
0.2
30.9
28.1
2.8
30.5
17.2

9.1
10.8
2.6
1.3
0.4
24.2
22.6
1.6
35.3
16.3

13.3
7.7
3.3
0.3
1.0
22.9
19.6
3.3
33.5
18.2

15.5
4.1
1.5
0.3
0.7
36.4
33.4
3.0
24.4
17.1

18.4
6.3
1.8
0.3
1.8
19.4
16.3
3.1
27.1
24.9

14.8
6.0
1.5
0.4
1.2
32.3
30.3
2.0
19.4
24.4

Total

312.4

483.5

835.7

783.2

738.9

950.3

792.6 1,146.1

Financing
Borrowing
Securities(equity shares)(corporate bonds)(foreign currency bonds)(CPs)
Inter-business credits
Others

42.2
27.1
23.1
2.2
1.8
－
24.3
6.4

39.5
38.1
33.9
2.6
1.6
－
17.0
5.5

36.5
43.1
37.3
2.3
2.6
0.8
14.6
5.8

40.2
38.6
32.7
3.8
1.5
0.6
15.4
5.8

36.2
42.0
35.2
5.3
0.6
0.9
16.2
5.6

22.4
58.2
52.9
4.1
0.8
0.4
12.8
6.6

31.3
42.5
35.2
5.8
0.8
0.7
15.4
10.8

Total

477.4

760.6 1,358.7 1,351.7 1,198.0 1,421.8 1,056.7 1,658.8

24.4
54.8
50.0
3.6
1.1
0.1
11.9
8.9

Notes: 1. In percentages and trillions of yen.
2. Time and savings deposits include foreign currency deposits.
3. Figures in parentheses are a breakdown of securities, and equity shares include equity subscriptions.
4. Investment of equity shares is based on market prices and that of new shares issued in the years
up to fiscal 1990, inclusive, is based on the capital plus capital reserve and that is based on themarket prices since fiscal 1995.
Source: Compiled from the Flow of Funds Account data published on the web site of the Bank of Japan.

panies, the predominance of raising funds through the issue of securities is
expected to remain stably also going forward.
3. The Securities Market and Public FinancePublic finance is a type of economic activity carried out by the government(national and local). More specifically, it is a government activity undertaken
to finance administrative services (law enforcement and education, etc.) and6Chap. I The Securities Market and the National Economy

Chart I-2.

Changes in the Balance of Outstanding Public Securities and the Degree ofDependence on Public Securities(in trillions of yen)
1,000
900
800
700

(%)
60

Bond dependency ratio(the scale on the right)

50
Total balance ofoutstanding public
securities

600
500

40
30

400

20

300
200
100
0
End of FY1965 70

75

80

85

90

95

00

Balance of construction 10
bonds
0
15 17
05
10

Notes: 1. Figures prior to fiscal 2013 are actual results. Figures for fiscal 2014 are based on revised budget
and those for fiscal 2016 and fiscal 2017 are estimates.
2. Based on straight government bonds.
Source: Compiled from the data issued by the Ministry of Finance.

public investment with taxes and other revenues. In practice, the government
adjusts its fiscal policies in response to economic trends. When government
expenditures exceed revenues, the deficit is met mainly by issuing publicbonds (government and municipal government bonds).
A survey of changes that have occurred in the balance of outstanding public bonds and the government’s dependency on debt financing shows that the
government had issued special government bonds (deficit-financing) in fiscal
1965, the first time since the end of World War II, under a supplementarybudget and also that the government has issued a series of construction bonds
on a continuing basis since fiscal 1966. However, both the bond dependency
ratio and the balance of outstanding government debt securities had remained
at a low level until the first half of the 1970s. As tax revenues had leveled off
due to an economic slowdown that began in the second half of the 1970s, thegovernment had no choice but to issue a large amount of government bonds,
and their outstanding balance had increased sharply to ¥71 trillion at the endof fiscal 1980. As a result, government bonds came to carry an increasing
weight in the securities market, and the influence of government fiscal policies on the securities market had taken on a growing importance. With a view
to improving the market’s financial condition, the government has adopted afiscal restructuring policy since fiscal 1981. Helped by economic recovery,
the government succeeded in lowering the dependency on deficit financing

Chap. I The Securities Market and the National Economy

Table I-3.

7

Changes in JGB and Short-Term Government Bill Ownership by InvestorType(in percentages)

Types of investors

FY2005 FY2007 FY2009 FY2010 FY2011 FY2012 FY2013 FY2014 FY2015

End ofDec.
2016

General government

3.5

3.4

1.6

2.9

1.6

1.6

2.0

1.9

0.2

0.2

Public pension funds

8.1

9.8

9.2

8.3

7.5

7.1

6.7

5.4

4.9

4.6

Fiscal loan funds

8.0

2.5

0.2

0.1

0.1

0.5

0.1

0.3

0.0

0.0

Bank of Japan

12.2

8.5

8.9

9.0

9.7

13.2

20.2

26.5

33.9

39.1

Banks

40.8

43.0

47.4

46.2

45.8

42.4

36.4

31.4

25.6

21.3

Postal savings funds/
Japan Post Bank

17.2

19.5

18.8

16.7

15.8

14.3

12.7

10.3

7.7

6.8

Life, nonlife, and otherinsurance companies

15.6

16.6

18.5

18.4

19.2

19.9

19.5

19.2

19.7

19.3

Postal insurance/
Japan Post Insurance

7.9

8.6

8.1

7.3

6.5

5.8

5.3

4.6

4.1

4.0

Pension funds

3.1

3.4

3.4

3.2

3.2

3.4

3.5

3.3

3.2

2.9

Overseas

4.4

7.4

5.6

7.1

8.3

8.5

8.2

9.4

10.2

10.5

Households

3.7

4.5

4.1

3.6

3.0

2.5

2.1

1.6

1.3

1.2

Others

0.8

0.8

1.2

1.4

1.6

1.1

1.4

1.0

0.9

0.9

Notes: 1. Figures for the end of fiscal 2016 are preliminary figures.
2. Banks include securities investment trusts and securities companies.
3. Others are composed of nonfinancial corporations and private nonprofit institutions serving households.
4. Previous to fiscal 2007, figures included short-term discount bills (TB) and financing bills (FB), while treasury bills (T-Bill) have been included since fiscal
2008. As of February 2009, TB and FB were integrated into T-Bills.
5. Figures are based on a retroactive revision made on June 29, 2015.
Source: Compiled from Saimu kanri ripoto 2015 (Debt Management Report 2015) published by the Ministry of Finance and the Flow of Funds Account data publishedon the web site of the Bank of Japan.

and in curbing increases in the balance of outstanding public bonds in thesecond half of the 1980s. After the 1990s, however, the dependency on deficit financing rose sharply due to a contraction of tax revenues caused by aprolonged recession and the implementation of a series of economic stimulus
packages. After exceeding 50% in 2009, the public bond dependency ratio
has been on a moderate decline. Meanwhile, the balance of outstanding public securities is expected to continue increasing and reach approximately¥865 trillion at the end of fiscal 2017.
Looking at the ownership structure of Japanese government bonds (JGB)8Chap. I The Securities Market and the National Economy

as shown in Table I-3, the ownership of private financial institutions, including Japan Post Bank and Japan Post Insurance, has been declining since fiscal 2012. This change is primarily due to the bold quantitative and qualitative
monetary easing measures introduced by the Bank of Japan in April 2013.
Meanwhile, the Bank of Japan considerably increased its percentage of ownership and has become the highest investor, surpassing the banks. Public pension funds that used to be stable investors premising their investments on
long-term ownership are lowering their percentage of investment in domestic
bonds given that the Government Pension Investment Fund (GPIF) made amajor change to its distribution of investment assets in October 2014. As aresult, the percentage held by public pension funds dropped as low as 4.6%
at the end of 2016. The ownership of overseas investors has been on a gradual increase after a period of growth in demand for JGBs as safe assets in lightof the sovereign debt crisis in Europe that occurred in 2010 and the percentage reached 10.5% at the end of 2016. On the contrary, the percentage ownership of Japanese households started to fall after fiscal 2008.
4. Financial Assets Held by the Household Sector
The household sector of Japan has consistently run a surplus (over-saving).
Although the ratio of nominal household surpluses to the nominal gross domestic product (GDP) dropped to about 4% in fiscal 2016 after hitting a peakin the mid-1990s, pro-longed over-saving coupled with a rise in stock prices
has brought about a huge accumulation of households’financial assets, standing at approximately ¥1,830 trillion as of the end of June 2017.
A survey of changes that have occurred in the management of financial assets of the household sector found the following three characteristics. First,
while the component ratio of cash and demand deposits has been rising, time
deposits, which used to carry the largest weight within financial assets, has
tended to decrease since the 1980s. This tendency of the component ratio is
mainly due to the low interest rate policy and the quantitative and qualitative
monetary easing measures adopted by the Bank of Japan. Second, the ratios
of insurance and annuities rose almost consistently through to the end of fiscal 2000 and have since remained stable. This trend likely reflects that Japan
has already become an aging society. Third, the weight of securities in household financial assets, particularly for stocks, has been declining considerably
the financial crisis to the rapid slump in stock prices following the sluggish
stock market since the bursting of the Japanese economic bubble in the 1990s
and the Lehman Shock (term used in Japan for the global financial crisis) in2008. However, the weight of securities recovered on the back of a recoveryof the stock market after the end of 2012 and reached 11.1% at the end of fis-Chap. I The Securities Market and the National Economy

Table I-4.

9Percentage Composition of Financial Assets of Individuals(at fiscal year-end)
1980

1985

1990

1995

2000

2005

2010

2016

Cash and demand deposits
Time deposits
TrustsInsurance funds
Investment trusts
Securities(equity shares)(debt securities)
Others

9.8
48.7
4.5
13.4
1.2
16.1
13.2
2.8
6.3

7.7
44.9
4.0
16.3
2.3
19.7
16.0
3.7
5.2

7.2
40.2
3.7
20.8
3.4
19.6
16.9
2.6
5.2

8.2
41.9
3.4
25.4
2.3
13.9
11.5
2.5
4.9

11.6
42.5
1.5
27.2
2.4
9.7
7.7
2.0
5.1

21.0
29.7
0.4
25.8
3.4
15.3
13.0
2.3
4.4

23.6
31.6
0.2
28.4
3.6
8.6
6.2
2.4
4.1

26.2
25.4
0.2
28.7
5.4
11.1
10.1
1.0
3.0

Total amount

372.0

626.8 1,017.5 1,256.5 1,388.8 1,516.6 1,480.6 1,808.0

Notes: 1. Composition in percentages and totals in trillions of yen.
2. Time and savings deposits include negotiable and foreign-currency deposits.
3. Figures in parentheses are a breakdown of securities, and equity shares include equity subscriptions.
4. Equity shares are based on market prices.
Source: Compiled from the Flow of Funds Accounts data published on the web site of the Bank of Japan.

Table I-5. Comparison of Japanese and U.S. Household
Assets Composition (as of March 31, 2017)
Japan

United States

Cash and demand deposits

51.5%

Bonds

1.4%

13.4%
5.6%

Investment Trusts

5.4%

11.0%

Securities and equity
subscriptions

10.0%

35.8%

Insurance funds

28.8%

31.2%

Others2.9%

2.9%

Note: U.S. household assets include non-profit making institutions
providing services to households.
Source: Compiled from the Bank of Japan’s“Comparison of theflow of funds between Japan and the United States”(August 18, 2017).

10

Chap. I The Securities Market and the National Economy

cal 2016.
A comparison of household investment in financial assets between Japanand the United States (including, in the case of the latter, those of nonprofitmaking institutions providing services to households) as of the end of March2017 still shows a large difference in the preference of investors for types ofassets. While Japanese households invest 80.3% of their funds in cash deposits, insurance funds, and pension funds and 16.8% of their funds in securities(including investment trusts), their American counterparts invest 44.6% of
their funds in the former and 52.4% in the latter. While it is necessary to takethe social security systems, retail loan services, and other differences between the two countries into account, these figures suggest that while Japanese households prefer assets that guarantee principal, their American counterparts choose investment performance.
However, the defined contribution pension plan introduced in 2001 and the
Nippon Individual Saving Account (NISA), a small-amount investment tax
exemption scheme, launched in January 2014 have been steadily gaining
popularity. In addition, the individual-type defined-contribution pension plan
(iDeCo) was revised in January 2017 to widen its eligibility, and an installment-type NISA plan will be launched in January 2018. Hence, a stronger direct link has been forged between households and the securities market. Furthermore, a broader range of investment trusts and exchange traded funds(ETF) among other factors are increasing the options for household investment in financial assets. Going forward, this sector will call for an improvement in the quality of retail sales operations and greater dissemination andunderstanding of financial knowledge among Japanese households.
5. Investment Behavior of Foreigners (Inbound Securities Investment)
Over a period of years after the war, international financial and capital transactions were banned, in principle. However, since the Foreign Exchange andForeign Trade Act was amended in December 1980 (the new Foreign Exchange and Foreign Trade Act), the system of licensing international financial and capital transactions was changed to a prior reporting system, making
them free in principle. Furthermore, by virtue of an amendment to the new
Foreign Exchange and Foreign Trade Act in April 1998 (one the main reforms under what was locally called“the Japanese version of the Big Bang”),
the prior reporting system of currency transactions was abolished, completely
liberalizing direct financial transactions with overseas customers.
A survey of inbound investments in securities made by foreign investors inrecent years shows that they have consistently net bought Japanese stocks except for sell-offs in the markets that occurred in 2000 and 2002 after theChap. I The Securities Market and the National Economy

Table I-6.

11

Investment (on a settlement basis)(¥100 million)

Equity Securities

Debt Securities (excluding bills)

Calendaryear

BoughtSold

Net

BoughtSold

Net

Net balance

2000

835,593

837,932－2,339571,013470,246

100,767

2001

779,015

741,061

37,954522,905

504,878

18,02755,981

2002

644,372

657,039－12,667

582,775

618,928－36,153－48,819

98,429

2003

790,641

692,870

97,771

619,163641,269－22,106

75,666

2004

1,161,630

1,056,357

105,273

727,773

683,161

44,612

149,885

2005

1,675,176

1,548,934

126,241

873,775

811,451

62,324

188,5652006

2,671,452

2,590,472

80,981

1,035,501

970,532

64,969145,9502007

3,371,648

3,330,228

41,4191,123,120

1,023,179

99,941

141,360

2008

2,640,366

2,714,152－73,786

895,747

933,021－37,274－111,060

2009

1,453,977

1,453,694

283

504,203

574,104－69,900－69,6172010

1,736,099

1,717,710

18,389695,100

688,976

6,125

24,513

2011

1,974,084

1,971,556

2,528

884,363

838,985

45,37947,906

2012

1,867,789

1,846,517

21,272

811,683

790,007

21,67642,9482013

3,942,020

3,783,603

158,416

838,677

873,965－35,288

123,128

2014

4,115,951

4,089,468

26,483762,694

676,154

86,540113,0222015

5,231,108

5,228,502

2,606

802,426

727,168

75,25877,865

2016

4,955,097

5,011,755－56,658

965,053921,289

43,764－12,894

Note: Up to 2004, figures were compiled based on“Changes in In-and Out-Bound Securities Investment(on a settlement basis).”Since 2005 and thereon, figures have been compiled based on“International Transactions in Securities (based on reports from designated major investors).”
Source: Compiled from materials listed on the web site of the Ministry of Finance.

bursting of the dot-com bubble. However, foreign investors reversed direction in 2008 after the Lehman Shock, becoming net sellers. Furthermore, thevolumes of stocks bought and sold by foreign investors have increased sharply since 1999, with the result that the difference between the two has fluctuated widely. Particularly since 2012, the trading of Japanese stocks by foreign investors has become increasingly active against the backdrop of surging
prices on the stock market. It is apparent that foreign investors also have consistently net bought Japanese debt securities (both bonds and notes). There
has been net selling of debt securities by foreign investors in some years, butthese temporary reversals involved selling to cover arbitrage positions. Thissituation happened in 1999 after the abolition of securities transaction taxes,
during the depreciation of the yen in 2002 and 2003 and during the financial

12Chap. I The Securities Market and the National Economy

Table I-7.
Year-end

Balance of Inbound Investment and Related Indicators

Stocks (¥b)

Bonds (¥b)

TOPIXInterest rate (%)¥/$ (¥)

2000

63,222(30.4)

32,981(15.8)

1,283.67

1.640

114.902001

49,563(24.7)

33,546(16.7)

1,032.14

1.365

131.47

2002

40,757(21.4)

27,799(14.6)

843.290.900

119.37

2003

60,085(28.2)

27,108(12.7)

1,043.69

1.360

106.97

2004

77,393(31.2)

33,846(13.6)

1,149.63

1.435

103.78

2005

132,842(40.8)

41,428(12.7)

1,649.76

1.470

117.48

2006

149,277(43.5)

49,579(14.5)

1,681.07

1.675

118.92

2007

142,031(39.4)

60,203(16.7)

1,475.68

1.500

113.12

2008

68,625(23.4)

50,650(17.3)

859.24

1.165

90.28

2009

76,372(26.6)

42,236(14.7)

907.59

1.285

92.13

2010

80,537(26.4)

42,877(14.0)

898.80

1.110

81.51
77.57

2011

65,841(20.7)

45,730(14.4)

728.61

0.980

2012

83,556(23.2)

49,504(13.8)

859.80

0.795

86.32

2013

152,323(32.3)

50,168(10.6)

1,302.29

0.740

105.37

2014

169,144(29.2)

64,592(11.2)

1,407.51

0.320

119.8

2015

186,919(30.7)

72,623(11.9)

1,547.30

0.265

120.42

2016

181,530(28.0)

83,001(12.8)

1,518.61

0.040

117.11

Notes: 1. Bonds include only long-term debt securities.
2. Figures given in parentheses are component ratios (%) to the total debts to overseas lenders.
3. Interest rate signifies the yield on 10-year government bonds newly issued and distributed on
the secondary market.
4. ¥/$ represents the closing spot rates on the Tokyo market.
Source: Compiled based on the data released by the Ministry of Finance and the Bank of Japan.

turmoil in 2008 and 2009. Net selling was also evident in 2013 due to thequantitative and qualitative monetary easing measures introduced by the
Bank of Japan among other factors, but the level of trading was high. As was
the case with stocks, the bond transaction level has stepped up since 1999,
with the result that the difference between purchases and sales has fluctuatedsubstantially. This trend may be explained by active arbitrage trading by foreign hedge funds in addition to the expanded market for medium-term government notes (with a maturity of two to five years) and other infrastructural
factors.
Looking at the trend in stocks (debt), although the balance turned upwardagain in 2003 due to a recovery in stock prices, increasing to approximately¥149 trillion at the end of 2006, by 2010 it had dropped to about ¥81 trillion
because of the Lehman Shock. Subsequently, with the recovery of the stockChap. I The Securities Market and the National Economy

Table I-8.

13

Percentages of Japanese Stocks and Bonds Held by Investors
of Different Regions(in percentages)

Year-end

United States

EuropeAsia

Others

2006

41.5

50.3

2.0

6.2

2007

44.2

45.1

3.1

7.6

2008

49.8

37.6

3.6

9.0

2009

53.9

36.5

1.7

7.9

2010

46.6

36.0

7.7

9.7

Equity securities

2011

46.0

35.5

8.9

9.6

2012

44.3

37.2

8.4

10.1

2013

45.7

37.9

5.8

10.6

2014

47.4

36.9

5.4

10.3

2015

49.1

36.0

5.7

9.2

2016

49.9

34.9

6.2

9.0

Debt securities (bonds and notes)
2006

12.7

59.7

14.2

13.4

2007

12.5

60.7

13.9

12.9

2008

13.2

53.0

15.4

18.4

2009

16.4

47.5

19.4

16.7

2010

14.9

43.1

21.8

20.2

2011

14.2

42.0

24.1

19.7

2012

14.6

39.8

25.0

20.6

2013

18.0

40.0

20.4

21.6

2014

21.9

33.7

21.6

22.8

2015

22.6

40.0

19.3

18.1

2016

20.2

40.4

22.3

17.1

Note: The figures for Europe include Eastern European nations and Russia.
Source: Compiled on the basis of data from the Bank of Japan.

market, the balance increased to as high as ¥182 trillion at the end of 2016.
The balance of domestic debt securities held by overseas investors, long- andmedium-term bonds and notes combined, also increased steadily to a total of
approximately ¥83 trillion at the end of 2016. Next, in terms of regional
breakdown for stocks, the share of American investors has remained at a highlevel while the downward trend in the share of European investors has come

14

Chap. I The Securities Market and the National Economy

to a halt. Meanwhile, for debt securities, unlike in the case of stocks, European investors still hold close to 40% of the total despite a downward trend,
while American investors’share is around 20%. On the other hand, there recently has been notable growth in the share of domestic debt securities held
by Asian investors, which accounted for 22% at the end of 2016, following
right behind European investors.
6. Advancing FinTech
Financial technology, referred to as FinTech, produces innovative financial
services that fuse“finance”and information and communication“technology.”With the advancement in IT and the penetration of information infrastructure, FinTech is gaining ground also in Japan. There is a wide range of
FinTech-based financial services, including virtual currencies and new settlement services via smartphones. Financial services that are categorized under
FinTech can be recognized also in relation to securities trading. The featurecommon to these services is that a huge volume of data is processed in an optimal manner at low cost and in a short timeframe.
Let’s look at some primary examples of securities trading services inwhich FinTech is applied. Automatic trading of stocks and JGBs using an algorithm is already widely used also in Japan. Recently, algorithm trading
which incorporates projections made by artificial intelligence (AI) has been
spreading as well. AI is used not only for asset management but also in roboadvisors primarily for individual investors. Several vendors already offer services where AI performs customer profiling online as well as presents the investment policy and the optimal portfolio.
Meanwhile, crowdfunding is a new financing method that developed particularly in the U.S. There are several types of crowdfunding, such as rewards-based and donation. In equity crowdfunding, small amounts of funds
are collected from a large number of investors online through the offering ofunlisted stocks or handling of private placements. This act of investing in equity crowdfunding is subject to regulation of the Financial Instruments andExchange Act and the related operations are subject to self-regulation of theJapan Securities Dealers Association. Furthermore, block chain technology is
being adopted on a trial basis in certain types of transactions, for example,
unlisted stock trading and equity transactions with a low trading frequency
on stock exchanges.
Given such rapid advancement of FinTech, financial and securities authorities are taking new initiatives to adapt to this trend. The Financial Services
Agency (FSA) implemented a coordinated action by establishing the Working Group on the Financial System of the Financial System Council andChap. I The Securities Market and the National Economy

Chart I-3.

15

Japan’s Framework Regarding FinTech
Payment Services Act
Prepaid card (Electronic money, etc.)[Registration]

Banking Act
Bank[License]

Settlement
services

Funds transfer services(Remittance services, etc.)[Registration]

Cooperation by the API, etc.

Installment Sales Act

Financial management services
Credit card
[Registration]

Settlement services

Upgrades in settlement by XML message
Financial efficiency of individual companies
Accounting services

Money Lending Business Act

Loan
services

Money lenders [Registration]
P2P
lending
Financial Instruments and Exchange Act

Investment
andmanagement
services

Securities company[Registration]

Investment management business[Registration]

Robo advisor

Crowdfunding

Payment Services Act

Virtualcurrency

Virtual currency exchange service providers[Registration]

Source: Materials released by the Financial Services Agency.

➡ Tax reform requests

16

Chap. I The Securities Market and the National Economy

opening the FinTech Support Desk. The FSA also initiated a process to revise
its organization (Chapter XVII, Section 3). On the legislative side, the Banking Act and others were revised in 2016, making it easier for the banks tomake investments into financial-related IT firms under the Banking Act, etc.,
as well as introducing regulations on the virtual currency exchange business.
Furthermore, the revised Banking Act enacted in 2017 requires financial institutions to make an effort to establish a structure that allows access to theirsystems through open APIs and put in place a framework for enabling FinTech businesses to safely access account information and transaction data.

CHAPTER II
The History of the Japanese Securities Market

1. The Securities Market in the Prewar Period
If we take the point of origin of Japan’s securities market to be the first issuance of securities, it occurred in 1870 with the issue of a foreign currency denominated government bond bearing 9% interest in London, England. If weconsider the birth of a secondary market based on a legal ordinance, it happened in 1878 with the establishment of stock exchanges in Tokyo and Osaka. Whichever definition is used, Japan’s securities market has been in existence for about 140 years. The stock exchanges started off as markets for
trading in public debt, such as old and new public bonds and Chitsuroku
bonds. Although the stocks of the exchanges and of banks were later listed,
public debt accounted for most of the trading for some time. Around 1886,
there was a period of rapidly emerging mainly railway and textile companies
that ushered in more active trading in stocks.
The formation of corporations (kabushiki kaisha) in Japan was not related
to the huge capital investments that are required to develop the heavy chemical industry. Instead, the corporation was introduced to deal with the low level of capital accumulation in the economy. In conjunction with that action,
schemes were established to facilitate the paying in of capital, such as thestock installment payment system and stock collateral loans. As a result, thecorporations set up in the Meiji era were mostly small companies primarily
involved in light industry and they really could be considered corporations in
name only in terms of their generally intended function of raising capital.
The turning point for that function in Japan came with the shift in the composition of industry toward the heavy industry prompted by World War I. Only
then did the country see a sharp increase in large albeit mainly financial combine (zaibatsu)-related companies with paid-in capital exceeding ¥5 million.
There were practically no shares of major companies listed on stock exchanges in the secondary market because the zaibatsu held exclusive ownership of their group companies. And as a result of the lack of investment capital and inadequate credit provision by banks before World War II, thesecondary market developed mainly around future trading called settlement

18

Chap. II The History of the Japanese Securities Market

Chart II-1.

Changes in Stock Prices (Long-term margin transactions) (1878－1920)

(¥)
900
High
Low

600

300

0
1878 1882

1886

1890

1894

1898

1902

1906

1910

1914

1918

Source: Complied from Tokyo shoken torihikisho no nijyunen shi-kisoku to tokei (A 20-year
History of the Tokyo Stock Exchange-Regulations and Statistics).

Chart II-2.

Stock Price Movement (Major Stock Price Index) (1921－1944)

(¥)
250
200
150
100
50
0
1/1921

1/1925

1/19291/1933

1/1937

1/1941

Source: Complied from Tokyo shoken torihikisho tokei nenpo (Tokyo Stock Exchange Annual
Statistics Reports) and nisho tokei geppo (Japan Securities Exchange Monthly Statistics
Reports).

dealings and margin transactions. Even the main trading issues of exchanges’
stocks were subject to speculative investment. For that reason, the prewar
stock market can be characterized as being speculative. Another characteristic that can be pointed out in retrospect is the imposition of wartime regulations. Following the Showa depression, the government sought to achieve
economic recovery by devaluing the currency to promote exports and by creating inflation through expansive government spending, principally on the
military. After the outbreak of the Sino-Japanese War, the government implemented a wartime regime and imposed regulations on the securities market.
The government restricted the issuance of securities for nonessential indus-

Chap. II The History of the Japanese Securities Market

Table II-1.

19

Issues Listed on the Tokyo Stock Exchange(as of end of 1878)

Bonds: New and old public bonds, Chitsuroku public bonds, Kinroku public, bonds, Kigyo public bonds
Stocks: Tokyo Stock Exchange, Daiichi National Bank, Tokyo Kabutocho Rice Merchant Association, and Tokyo Kakigara-cho Rice Merchant Association
Source: Complied from Tokyo shoken torihikisho no gojyunen shi (A 50-year History of the Tokyo Stock
Exchange).

Table II-2.

Number of Issues Listed on the Japan Securities Exchange, by Industry(as of May 31, 1945)

Subscription certificates, 2; banks, trust companies, and insurance companies, 64; investment companies, colonization companies, and securities companies, 28; stock exchanges, 2; railroad and electric railroad companies, 62; transportation and communication companies, 28; gas and electric utilities, 43; mining companies, 86; shipbuilding
and machinery companies, 232; steel companies, metal companies, and smelting companies, 81; textile industrial companies, 58; sugar manufacturing and milling companies, 18; food processing companies and fisheries companies, 29; chemical companies,
65; ceramics companies, 25; paper and pulp, printing, and tanning companies, 26; otherindustrial companies, 31, rubber and tobacco companies, 23; land, building, and warehousing companies, 17; commercial companies, 46
Source: Japan Securities Exchange.

tries, instituted planned corporate bond issuance, put controls on stock prices,
and introduced a licensing system for securities companies. Japan’s 11 stock
exchanges, furthermore, were merged into the Japan Securities Exchange in1943.
2. The Period of Postwar Economic Rehabilitation (1945−54)
After the war, Japan was placed under the control of the general headquarters(GHQ) of the supreme commander for the Allied powers. There was immediate movement within Japan’s securities industry to reopen the market. At one
point, in fact, the Ministry of Finance decided to restart the stock exchanges
on October 1, 1945. However, the GHQ did not approve of this, and the market was not reopened. The securities industry continued to enthusiastically
lobby for a restart of market operations, but the GHQ rejected the idea as

20

Chap. II The History of the Japanese Securities Market

Chart II-3.

Stock Price Movements

(¥)
480
380
280
High
Low

180
80
1949

50

51

52

53

54

Source: Compiled from Nomura Securities’ Shoken tokei yoran (Manual of Securities
Statistics).

Table II-3.

Number of Members and Listings of Each Exchange at Establishment
Establishment

No. of members(at the time the fundwas established)

Listings

Tokyo Stock Exchange

May 16, 1949

116 official members,
12 specialists

681

Osaka Securities Exchange

May 16, 1949

76 official members,
11 specialists

523

Nagoya Stock Exchange

May 16, 1949

50 official members,
8 specialists

268

Kyoto Stock Exchange

July 4, 1949

41 members

217
189

Kobe Stock Exchange

July 4, 1949

34 members

Hiroshima Stock Exchange

July 4, 1949

28 members

119

Fukuoka Stock Exchange

July 4, 1949

29 members

181

Niigata Stock Exchange

July 4, 1949

24 members

176

Sapporo Securities Exchange

April 1, 1950

17 members

103

Source: Complied from shoken torihiki iinkai hokokusho (a Securities and Exchange Commission Report).

premature and instead gave priority to economic reforms (land reform, dismantling of the zaibatsu, and labor reform) and political and social reforms.
Consequently, it took nearly four years to reopen the stock exchanges, during
which time the Japan Securities Exchange remained closed. This has been
the only blank period in the operation of exchanges in the history of the securities market in Japan.

Chap. II The History of the Japanese Securities Market

21

Table II-4. Member Securities Companies at the Establishment of Tokyo Stock Exchange(April 1, 1949)
Nikko Securities, Tamazuka Securities, Yamaichi Securities, Yachiyo Securities, Taguchi Securities,
Maruhiro Securities, Nitto Securities, Yamazaki Securities, Kaneju Securities, Irimaru Securities,
Yamayoshi Securities, Aizawa Securities, Kokusai Heiwa Securities, Marusui Securities,
Toyama Securities, Meiwa Securities, Sekitani Securities, Daiwa Securities, Sekito Securities,
Shinko Securities, Nomura Securities, Matsuya Securities, Tokuda Securities, Sanko Securities,
Yamaka Securities, Kanaman Securities, Bokutoku Securities, Naruse Securities, Daifuku Securities,
Rokushika Securities, Daito Securities, Oda Securities, Tokyo Daiichi Securities, Ninomiya Securities,
Yamakanou Securities, Osawa Securities, Obuse Securities, Marusan Securities, Tabayashi Securities,
Kakumaru Securities, Koyanagi Securities, Tsukuba Securities, Chiyoda Securities,
Nippon Kangyo Securities, Tachibana Securities, Marusugi Securities, Mie Securities,
Haratada Securities, Maruya Securities, Fukuyama Securities, Irinaka Securities, Ikko Securities,
Rokko Securities, Nippon Sangyo Securities, Toyo Securities, Totan Securities, Toko Securities,
Tokyo Showa Securities, Tokyo Shinei Securities, Tokyo Jiyu Securities, Chugai Securities,
Marukuni Securities, Ikanagashira Securities, Kaga Securities, Kadoman Securities,
Yoshikawa Securities, Yoshimura Securities, Taihei Securities, Taiyo Securities, Tanaka Securities,
Takai Securities, Taishichi Securities, Taisei Securities, Naigai Securities, Nakahara Securities,
Nakajima Securities, Hachisu Securities, Ueno Securities, Ono Securities, Osaka Shoji, Oda Securities,
Yamani Securities, Yamawa Securities, Fukuri Securities, Yamamaru Securities, Yamafumi Securities,
Yamasachi Securities, Yamasan Securities, Marutoyo Securities, Maruwa Securities,
Marusan Securities, Maruju Securities, Matsui Securities, Fuso Securities, Koiei Securities,
Ebisu Securities, Ando Securities, Yamata Securities, Sanshin Securities, Sansei Securities,
Sakai Securities, Kyowa Securities, Kyodo Securities, Misawaya Securities, Miki Securities,
Shimizu Securities, Shinei Securities, Jujiya Securities, Juzen Securities, Joichi Securities,
Jonan Securities, Hinode Securities, Hiyama Securities, Hirahara Securities, Central Securities,
Marugo Securities
Specialists: Daiichi to Daijuni Jitsuei Securities
Source: Compiled from Tokyo shoken torihikisho no jyunen shi (A 10-year History of the Tokyo Stock
Exchange).

Despite trading being halted on the floors of the stock exchanges and official secondary market, the demand for securities trading persisted even in the
confusion of postwar Japan. Securities trading naturally emerged at the offices of securities companies in the form of over-the-counter (OTC) trading.
When it became clear, moreover, that the stock exchanges were not going torestart anytime soon,“group transactions,”which involved institutionalized
OTC trading at fixed places and times in parallel with the OTC trading at individual securities companies, also got under way. By the end of 1945, grouptransactions, which first emerged in Tokyo and Osaka, had spread to exchanges in Nagoya, Niigata, Kyoto, Kobe, Hiroshima, and Fukuoka, among
others.
It would, of course, have been difficult to reopen the stock exchanges
merely by continuing the prewar exchange organization and securities legislation. To democratize the securities industry, the Japanese government commenced the formulation of a new legal framework. In 1947, it promulgated22

Chap. II The History of the Japanese Securities Market

the Securities and Exchange Law, which drew on the Securities and Exchange Act of the United States. Initially, only those articles of the law dealing with the Securities and Exchange Commission, which was patterned after
the U.S. Securities and Exchange Commission (SEC), were enforced. Then afull-scale revision of the law was promulgated in 1948. This amended law
formed the legal framework for the new postwar securities market, replacing
the licensing system for securities companies with a system of registration
with the regulatory authority and putting in place such regulations as the separation of banking and securities businesses.
Stock exchanges were established in Tokyo, Osaka, Nagoya, and other cities from May 1949. The GHQ, however, instructed Japan’s Securities andExchange Commission to ensure the strict observance of its Three Principlesof Market Operation: (1) recognize transactions in order of occurrence, (2)concentrate trading on exchanges, and (3) prohibit futures trading. All exchanges pledged to strictly follow these principles, enabling the long-awaited
reopening of stock exchanges (participants in group transactions and the issues they had traded moved en masse to these stock exchanges and restarted
trading on a cash transaction basis only). Because, however, it was difficult
to match buys and sells based only on actual demand, a movement got under
way in the industry to push for the revival of prewar margin transactions forthe purpose of introducing temporary demand. Since the management of theexchanges and the GHQ were against this proposal, a margin trading systemmodeled on the U.S. margin trading system was introduced in 1951.
3. The Securities Market during the First Period of Rapid Economic
Growth (1955−64)
As made clear in the title of an economic white paper issued in 1956, The
Post-War Period Is Over, in the first half of the 1950s Japan had finished with
its postwar recovery and was heading into its first period of rapid economic
growth. Japan’s Jinmu and Iwato booms in the mid-1950s and from 1958 to
1961, respectively, were representative of the change. Against a backdrop offavorable growth in corporate performances, stock prices rose almost universally during the period from the latter half of 1955 to July 1961. An investment trust boom at the time also contributed to the rising securities market.
Japan had introduced a postwar securities investment trust system in 1951,
but the market for these investment trusts struggled until 1955. From 1956
on, however, stock prices surged, and the outstanding principal of investment
trusts expanded sharply. Investment trusts became such a force in the securities market that they were referred to as“the whale in the pond.”Anotherfactor in the bull market was the system of“investable custody.”Under that

Chap. II The History of the Japanese Securities Market

23

Chart II-4. Stock Price Movements (TSE’s Modified Stock Price Average) (1955－1964)
(¥)
1,840
1,540
1,240
940

High
Low

640
340

1955

56

57

58

59

60

61

62

63

64

Source: Compiled from Nomura Securities’ Shoken tokei yoran (Manual of Securities
Statistics).

Table II-5.

Changes in Assets of Stock Investment Trusts and Bond Investment Trusts(Principal basis)(millions of yen)
Stock Investment Trusts

Sales
(A)

Cancella- RedempYear-end
tion
tion
Principal(B)(C)

Bond Investment Trusts
Net assetchange(D=A–(B+C))

1955

26,381

31,792

13,64059,519 －19,051

1956

51,431

27,163

16,03967,748

8,229

1957

92,544

16,178

7,199

136,915

69,166

1958

106,41225,741

7,890

209,695

72,7801959

182,480

58,8763,219

330,081

120,385

1960

362,066

87,945－604,202274,120

Sales
(A)

1961

588,205 155,751

9,810 1,026,845

422,643 244,490

1962

347,116 229,174

14,161 1,130,627

103,781

1963

331,873 274,226

17,884 1,170,388

39,761 109,857

1964

330,158 293,573

45,415 1,161,558

1965

196,829 349,502

42,556

Cancella- RedempYear-end
tion
tion
Principal(B)(C)

Net assetchange(D=A–(B+C))－ 156,020

156,02088,47083,819 107,160－ 132,679 －23,341

71,021－ 171,515

38,836－8,829 122,332

84,811－ 209,036

37,521

966,328 －195,229 120,665

110,132－ 219,569

10,533

Source: Compiled from Shokenshintaku sanjyunen shi (30-year History of Securities Investment Trusts).

24

Chap. II The History of the Japanese Securities Market

Table II-6.

Categories of Investible Custody Securities and Investment Uses
(millions of yen)
Category

Total Assets
Under
Management
Sept. 1958

62,701

Investment Area

Special debt

61,984Of above,bankdebentures

Corporatebonds

Depositedcollateral

61,384568

53,812Others5,283

Sept. 1959

108,347

107,602105,381673

88,793

19,420

Sept. 1960

146,076

144,875

141,666969

116,061

30,015

Sept. 1961

139,833

138,552

134,794

1,239

116,988

22,845

Sept. 1962

154,284

152,127

143,946

2,005

129,030

25,254

Sept. 1963

209,197

205,337

196,967

3,386

156,319

52,877

Sept. 1964

249,079

244,685

235,557

3,714

195,891

53,189Source: The Securities Bureau of the Ministry of Finance, Nenpo (Annual Report).

system, securities companies borrowed bank debentures (primarily discountbank debentures) that they had sold in the market on a commission basis
from unspecified multiple customers for a predetermined fee through a custody system. The securities companies then raised capital from small andmedium-sized financial institutions or in the call money market by using thebank debentures as collateral and invested it in stocks or bonds through theirown proprietary trading accounts. In this manner, against the backdrop of an
expanding economy and bullish securities market, OTC trading value rose
sharply, and the number of companies approved to sell their securities OTC
grew rapidly, concentrated mainly on start-up and growth companies. To deal
with the rapid expansion in the OTC market, the Tokyo, Osaka, and Nagoyastock exchanges each established Second Sections.
Japan, though, was striving to balance its current account, and when thebalance of payments fell into the red it tightened the money supply. When theinterest rate was raised in July 1961 to improve the balance of international
payments, Japanese companies began liquidating their stockholdings. In
combination with corporations’focus on increasing capital, this trend caused
a worsening in the demand-supply balance for stocks. The resultant drop in
stock prices forced an end to the investment trust boom, as the mechanismthat had been driving up stock prices reversed and caused further declines instock prices. The increase in the official discount rate also produced a rise in
the number of redemptions of bond investment trusts, especially by companies. This action placed a great financial burden on the securities companies,

Chap. II The History of the Japanese Securities Market

25

which were forced to buy bonds that were being removed from the pool ofinvestment trust assets. These factors became a cause of panic in the securities market.
For that reason, the market took such steps as urging business corporations
to rearrange their financing plans (cutting back or postponing their planned
increase of capital) and persuading commercial banks to make loans secured
by bonds to four bond investment trusts. Despite these efforts, stock prices
kept declining, partially because of the market reaction to the assassination of
U.S. President Kennedy. To deal with the issues, the industry formed stock
purchasing organizations. In January 1964, banks and securities companies
contributed capital to create the Japan Joint Securities Co., Ltd., while in January 1965 a group of securities companies jointly established the Japan Securities Holding Association. Both of these organizations carried out share purchasing operations in the market and assumed ownership of shares held by
investment trusts with the aim of improving the demand and supply balancein the stock market. In the latter part of May 1965, however, the news thatYamaichi Securities Co., Ltd., was on the verge of bankruptcy hit the market,
plunging it into a state of panic.
4. The Securities Market during the Second Period of Rapid Economic
Growth (1965−74)
The curtain opened on the 10-year period from 1965 onward with a securities
panic. At the end of the first half of fiscal 1964 (September 30, 1964), the cumulative earnings of securities companies in Japan amounted to a loss of¥26.4 billion. And Yamaichi Securities’performance had deteriorated particularly badly; by March 31, 1965, the company had racked up a loss of ¥28.2
billion, compared with total capital of only ¥8 billion. On May 21, 1965, it
finally was revealed that Yamaichi Securities was on the brink of failure. To
avoid a loss of confidence in the market, a move was made to bail the company out. In the late night on May 28, the government invoked Article 25 of
the Bank of Japan Act and announced that Yamaichi Securities would receivea special loan from the Bank of Japan without any required collateral and for
an unlimited amount (in actual fact some collateral was secured). Stock prices continued to fall for some time following the announcement but staged arally when the government made clear that it intended to issue deficit-covering bonds for the first time since the war. Meanwhile, the panic in the securities market also served as the basis for a reorganization of the securities industry. The government amended the Securities and Exchange Act,
introducing a licensing system for securities companies. This forced many
securities companies to combine their operations, or merge, to prepare for the

26

Chap. II The History of the Japanese Securities Market

Chart II-5.

Stock Price Movement (TSE’s Modified Average, Nikkei Dow, TOPIX)(1965－1974)

(¥)
5,400
4,850
4,300
3,750
3,200 TSE’s Modified Stock Price Average, Nikkei Dow average
2,650
2,100
1,550
1,000
450
400
350
300
250
TOPIX
200
150
100
1965
66
67
68
69
70
71
72

High
Low

73

74

Source: Compiled from data the Shoken tokei yoran (Manual of Securities Statistics), the Nihon
Keizai Shimbun, and the Tosho tokei nenpo (TSE Annual Report).

new system. In combination with the securities companies that had their registration revoked around the time of the securities panic and those that dissolved their operations, the number of securities companies at the time of theconversion to the new licensing system declined to 277 companies, comparedwith 593 companies at the end of 1963.
During the decade from 1965 to 1974, progress was made in internationalizing Japan’s securities market. In 1964, Japan become an Article 8 country
member of the International Monetary Fund (IMF), joined the Organization
for Economic Cooperation and Development (OECD), and publicly promised
to liberalize capital transactions. Consequently the government implemented
measures to liberalize the capital market in five stages beginning in July
1967. This process steadily eased the restrictions on ownership of Japanesestock by foreigners, and they were finally fully lifted with the exception ofcertain stock categories. The liberalization of capital transactions was not
limited to foreign investors; foreign issuers and intermediates were also able
to operate in Japan’s securities market. In 1970, the Asian Development Bank
started issuing yen-denominated foreign bonds in Japan. Foreign corporations followed suit and began to offer their shares in 1972. The Tokyo Stock
Exchange established a Foreign Section for them in 1973. Around the sametime, foreign securities companies commenced setting up operations in Japan. Merrill Lynch opened a Tokyo branch in 1972, becoming the first for-

Chap. II The History of the Japanese Securities Market

Table II-7.

FY1948
1949
1950
1951
1952
1953
1954
1955
1956
1957
1958
1959
1960
1961
1962
1963
1964
1965
1966
1967
1968

27

Changes in Number of Securities Companies

Changes in the number of Companies atcompanies
financial
year-end
Increase
Decrease
959
11
948
292
113
1,127
18
209
936
11
109
838
71
73
836
52
52
836
11
83
764
2
66
700
7
55
652
7
77
582
7
32
557
15
26
546
36
30
552
48
10
590
23
12
601
8
16
593
0
82
511
0
86
425
2
30
397
0
113
284
0
7
277

Number ofBusiness
Offices
1,889
1,601
1,642
1,794
2,105
1,997
1,901
1,848
1,904
1,984
2,233
2,565
2,841
2,934
2,893
2,424
2,109
2,009
1,869
1,572

Total Capital(in ¥ mil.)

Per-Company
Capital(¥ mil.)

3,014
3,454
3,767
6,683
10,115
10,713
10,826
12,022
18,062
19,56929,22139,09474,991
78,114
100,573
126,118
125,599
118,632
119,955
119,904

2.7
3.7
4.5
8.0
12.1
14.0
15.5
18.4
31.0
35.1
53.5
70.8
127.1
130.0
169.6
246.8
295.5
298.8
422.4
432.9

Note: Figures for“Number of Business Offices”and“Capital”for the years preceding 1959 are as of theend of the calendar year concerned.
Source: The Securities Bureau of the Ministry of Finance, Nenpo (Annnual Report).

Table II-8.

Changes in Stock Ownership Among Investor Categories

FY 1965 1966 1967 1968 1969 1970 1971 1972 1973 1974 1975
By Owner
National and local government 0.3% 0.2% 0.3% 0.3% 0.3% 0.3% 0.2% 0.2% 0.2% 0.2% 0.2%
organizations
Financial institu- 26.8% 29.8% 30.6% 32.0% 31.9% 32.3% 33.9% 35.1% 35.1% 35.5% 36.0%
tions
Securities compa- 5.4% 5.4% 4.4% 2.1% 1.4% 1.2% 1.5% 1.8% 1.5% 1.3% 1.4%
nies
Corporations
Business corpora- 21.0% 18.6% 20.5% 21.4% 22.0% 23.1% 23.6% 26.6% 27.5% 27.1% 26.3%
tion, etc.
Foreign corpora- 1.9% 1.7% 1.7% 2.1% 3.1% 3.0% 3.4% 3.4% 2.8% 2.4% 2.5%
tions
Corporate investor total
55.1% 55.5% 57.2% 57.6% 58.4% 59.6% 62.4% 66.9% 66.9% 66.3% 66.2%
Individuals and 44.4% 44.1% 42.3% 41.9% 41.1% 39.9% 37.2% 32.7% 32.7% 33.4% 33.5%
Individual others
Foreign investors 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.2% 0.1% 0.1% 0.1% 0.1%
Individual investor total
44.6% 44.3% 42.5% 42.1% 41.3% 40.1% 37.4% 32.8% 32.8% 33.5% 33.6%
Note: Investment trust portion is included in financial institutions.
Source: Compiled from Kabushiki bunpu jokyo chosa (Survey of Stock Distribution Status).

28

Chap. II The History of the Japanese Securities Market

eign securities company to receive a securities business license in Japan.
The liberalization of capital transactions also meant that it was now possible for foreign companies to acquire Japanese companies. Japanese companies countered this new possibility by focusing on building stable shareholder
bases. If companies held shares in each other, this reduced the number ofshares available in the market, making it easier to defend against takeover attempts. Share crossholdings were viewed from the perspective of takeover
prevention. Later, after Japanese companies switched the form of their capitalincreases from making rights issues to existing shareholders at par value tomaking public offerings of stock at market prices, issuers also pursued sharecrossholdings from the point of view of the desirability of high share prices
when floating shares at market value. As a result, there was a change in theshareholding composition of the market, with the proportion of corporateshareholdings increasing and the proportion of individual investor shareholdings declining.
5. Measures Taken to Cope with the Oil Crisis (1975−84)
At the end of the previous 10-year period, there had been a succession of major events that shook the Japanese economy, including the Nixon Shock(1971), the introduction of a floating exchange rate system (1973), and thefirst oil shock (1973.) A second oil shock occurred later, in 1979. With Japanese companies practicing energy conservation management in the face ofback-to-back oil crises, the government seemed intent on getting through thecrises using a fiscal expansion strategy. Underpinning that strategy was themassive issuance of deficit-covering Japanese government bonds (JGBs).
As previously mentioned, government bond issuance after the war got
started in fiscal 1965. The main feature of those bonds was that they were issued at low interest rates without regard to market conditions and were forcibly allocated among financial institutions belonging to the underwriting syndicate according to their capital strength. Maintaining this artificially fixed,
low interest rate market meant that financial institutions could not be permitted to sell the JGBs in the market freely. Since at the time the government
was trying to keep JGB issuance within the scope of the growth in the money
supply, the Bank of Japan was purchasing almost all JGBs that had been heldby the financial institutions for more than one year (liquidity policy). The
reason, in fact, that JGB issuance after the oil shocks was called massive wasthat JGB issuance from fiscal 1975 on exceeded growth in the money supply.
With the massive issuance of JGBs, the liquidity policy reached its limits,making it impossible to avoid issuing JGBs in the public market. Accordingly, the government approved, with some restrictions, JGB sales on the bond

Chap. II The History of the Japanese Securities Market

Chart II-6.
(¥)
11,60010,000
8,400
6,800
5,200
3,600
950
850
750
650
550
450
350
250
1975

29

Stock Price Movement (Nikkei Dow and TOPIX) (1975－1984)

Nikkei Dow average

High
Low

TOPIX

76

77

78

79

80

81

82

83

84

Source: Compiled from data from the Nihon Keizai Shimbun, the Tosho tokei nenpo (TSE Annual
Report), and the Shoken tokei yoran (Manual of Securities Statistics).

Chart II-7.

Change in JGB Issuance and Outstanding Balance

100 billion of yen

100 billion of yen

1‚600

10‚000

1‚400
1‚200
1‚000
800
600
400
200
0
1965 69

8‚000
6‚000
4‚000
2‚000
73

77

81

85

Article 4 bonds (left axis)
Others (left axis)

89

93

97

01

05

09

13

0

Special deficit-financing bonds (left axis)
Ordinary JGB balance (right axis)

Notes: 1. JGB issuance amounts are calculated on a proceeds basis.
2. Special deficit-financing bonds include temporary-bridging, tax-reduction offset, anddisaster-recovery special public bonds.
3. Others represents the total of pension plan funding special deficit-financing bonds,
reconstruction bonds, FILP bonds, and refunding bonds.
Source: The web site of Japan’s Ministry of Finance.

30

Chap. II The History of the Japanese Securities Market

market in 1977. Following this change, the restrictions on sales were liberalized in stages, resulting in the deregulation of the JGB secondary market.
The interest rate yields for JGB subscribers, on the other hand, were the baserates given by the regulated interest rate structure in Japan. To deregulatethese rates would force the government to change its artificially regulated interest rate policy. For that reason, there was a great deal of resistance to the
deregulation of the JGB primary market within the government, and deregulation proceeded at a snail’s pace. When, however, the designated underwriting syndicate refused to underwrite the planned issuance of JGBs in June
1981, the issuance conditions for JGBs were deregulated, setting the stage
for the deregulation of the different types of long-term interest rates.
Internationalization proceeded at this time. During the period from 1975 to
1984, Japan’s trade surplus with the United States ballooned, causing tradeand economic friction between the two countries. Perceiving the reason forthe problem to be the closed nature of Japan’s financial, capital, and service
markets, the United States demanded the overall reform of Japan’s economic
structure. As part of that process, the two countries formed the Japan-U.S.
Yen/Dollar Committee. The United States argued that deregulated financial
and capital markets driven by a market mechanism would enable the optimum allocation of capital in Japan. It therefore pushed strongly for the removal of various restrictions placed on those markets by the Japanese government that it considered obstructive to open markets. In this manner, internationalization formed the basis for financial deregulation in Japan.
6. Developments before and after the Economic Bubble (1985−89)
In a Japan-U.S. Yen/Dollar Committee Report released in 1984, the UnitedStates brought pressure on Japan to liberalize its financial and capital markets
and to internationalize the yen. The Japanese government responded by liberalizing the domestic financial market through such actions as deregulatinginterest rates on bank deposits. It also moved to improve foreign financial institutions’access to the Japanese market through such measures as opening
up membership on the Tokyo Stock Exchange (TSE). As a first step toward
internationalizing the yen, the government liberalized the Euroyen market.
The TSE, meanwhile, heeded the request of the government to open its membership by revising the fixed number of membership seats in its Articles ofIncorporation in 1985 and accepting its first round of new members. A totalof three rounds were eventually conducted, resulting in seats on the TSE for
25 foreign securities companies.
The deregulation of interest rates began in 1985 with the deregulation ofinterest rates on large deposits. After that, the deregulation of interest rates onChap. II The History of the Japanese Securities Market

Chart II-8.

31

Stock Price Movement (Nikkei Dow and TOPIX) (1985－1989)(¥)
39,00032,000

Nikkei Dow average

High
Low

25,00018,00011,000
2,900

TOPIX

2,400
1,900
1,400
900
1985

86

87

88

89

Source: Compiled from data from the Nihon Keizai Shimbun and the Shoken tokei yoran (Manualof Securities Statistics).

Chart II-9.

Yen to US$ Exchange Rate and Japan’s Official Discount Rate

(¥)
300

Yen exchange rate
Official discount rate

250

5.00
4.50
3.00

200

3.50
3.00

150
100
1985

%
5.50

2.50
86

87

88

89

2.00

Source: Web site of the Bank of Japan.

deposits progressed rapidly. As a result, the Bank of Japan’s open interest rate
for fund raising jumped to 53% in 1989, from 7.5% at the end of 1984, greatly increasing fund procurement costs for banks. Major corporations concurrently shifted their financing from bank loans to security issuance, resulting
in a decline in the balance of loans being extended by major banks to theircore customer base (heavy industry). To cope with the loss of business, theleading Japanese banks expanded the scope of their loan operations to include real estate, construction, and other industries and launched international operations. They also began planning to enter the securities business, creating friction between the banking and securities industries.

32

Chap. II The History of the Japanese Securities Market

Table II-9.

Stock Trading Composition by Investor Category(100 million shares)

Total
Brokerage
Trading
1983

1,250.7

Life and
Non-Life
Individuals Foreigners
Insurance
Companies
59.5%

15.9%

1.3%

Banks
3.5%

Investment
TrustsCorporations

4.4%

9.3%

Others6.1%

1984

1,344.5

54.6%

17.3%

1.2%

5.3%

4.4%

11.5%

5.7%

1985

1,615.6

49.5%

15.4%

1.2%

10.6%

5.0%

11.6%

6.6%

1986

2,772.0

41.7%

13.8%

1.1%

16.1%

5.4%

15.4%

6.5%

1987

3,683.4

36.8%

12.4%

1.0%

21.5%

5.6%

17.0%

5.8%

1988

3,979.2

34.8%

9.1%

1.2%

24.7%

6.8%

17.7%

5.7%

1989

3,395.1

32.3%

10.8%

1.2%

25.4%

10.0%

14.6%

5.7%

Note: Total brokerage trading equals the buying and selling of all securities companies on the first andsecond sections of the TSE, Osaka, and Nagoya exchanges.
Source: Compiled from the Tosei yoran (Tokyo Stock Exchange handbook).

In 1985, the Plaza Accord was signed, after which the yen appreciatedsharply against the U.S. dollar. The rate movement raised concerns about astrong yen-related economic recession in highly export-dependent Japan. The
Bank of Japan’s reaction was to implement successive reductions in the official discount rate from January 1986 onward, and the economy responded byentering a recovery phase. Amid this low interest rate climate, Black Monday
rocked the U.S. market on October 19, 1987, causing nations around theworld to initiate monetary easing to avert recessions. Japan, meanwhile, wasstill in an economic recovery phase, and its official discount rate remained ata low level. Consequently, the price of land and stocks continued to rise.
Against this backdrop of asset inflation, corporations began taking advantageof their ability to raise capital through bank loans and securities, using financial engineering, or zaitech, to boost their financial income. Financial institutions, hurt by the decline in loan balances, also aggressively invested capitalin securities. Heated investment in securities pushed the Nikkei Dow index
up from ¥12,716.52 (September 30, 1985) before the Plaza Accord to a record high of ¥38,915.87 at the end of 1989.
New trading methods were also introduced during this period, commencing with bond futures trading in 1985. Stock index futures trading was introduced in 1987, and stock index options in 1989. Japan’s securities market
thus gained a full complement of cash, future, and options trading.

Chap. II The History of the Japanese Securities Market

Chart II-10.

33

Stock Price Movement (Nikkei Dow and TOPIX) (1990－1995)(¥)
39,00034,000High
Low

29,00024,000

Nikkei Dow average

19,00014,000
3,000
2,500
2,000

TOPIX

1,500
1,000
1990

91

92

93

94

95

Source: Compiled from data from the Nihon Keizai Shimbun and the Shoken tokei yoran (Manualof Securities Statistics).

7. The Reform of the Financial System after the Stock Market Scandals(1990−95)
The debate on financial system reform began in Japan in the mid-1980s. It
arose in response to the global trend toward financial deregulation and to thechange in the financing methods of Japanese corporations. The Financial
System Research Council took the lead in the debate and considered revisions in the specialized financial institution systems that separated long-term
interest rates from short-term interest rates, commercial banks from trustbanks, and the banking industry from the securities industry. These systems
were the pillars of the postwar financial system in Japan. The Financial System Research Council, however, was positive about banks being allowed toenter the securities business and decided that the best approach would be toallow mutual entry into the banking, trust and securities businesses based onwholly owned subsidiaries. It requested the Securities and Exchange Council
to revise the system separating the banking and securities industries. But the
Securities and Exchange Council was wary of allowing banks into the securities business, recognizing that the securities industry overall was far less enthusiastic about this idea than the banking industry. The Securities and Exchange Council nevertheless decided to approve mutual entry throughsubsidiaries on the condition that firewalls were established between subsid-

34

Chap. II The History of the Japanese Securities Market

Table II-10.

Establishment of Securities Subsidiaries of Banking Institutions

Month/Year

Companies Starting New Securities BusinessJul. 1993

IBJ Securities (currently Mizuho Securities), LTCB Securities (currently UBS Securities),and Nochu Securities (currently Mizuho Securities)

Nov. 1993

Sumitomo Trust Securities (liquidated in 2000) and Mitsubishi Trust Securities (currently
Mitsubishi UFJ Morgan Stanley Securities)

Jul. 1994

Asahi Securities (dissolved in 1999)

Aug. 1994

Yasuda Trust Securities (currently Mizuho Securities)

Nov. 1994

Sakura Securities (currently Daiwa Securities), Sanwa Securities (currently Mitsubishi
UFJ Morgan Stanley Securities), Daiichi-Kangyo Securities (currently Mizuho Securities), Fuji Securities (currently Mizuho Securities), Mitsubishi Diamond Securities (currently Mitsubishi UFJ Morgan Stanley Securities), and Sumitomo Capital Securities (currently Daiwa Securities)

Mar. 1995

Tokai International Securities (currently Mitsubishi UFJ Morgan Stanley Securities)

Apr. 1995

Hokkaido Takushoku Securities (dissolved in 1998)

May 1995

Mitsui Trust Securities (terminated business in 1999)

Oct. 1995

Toyo Trust Securities (liquidated in 1999)

Nov. 1996

Shinkin Securities and Yokohama City Securities (both liquidated in 1999)

Aug. 1997

Tokyo Forex Securities (currently ICAP Totan Securities), and Nittan Brokers Securities(currently Central Totan Securities)

Nov. 1997

Ueda Tanshi Securities (dissolved in 2001)

Oct. 1998

Hitachi Credit Securities (currently DBJ Securities)

Source: Complied from data from the Nihon Keizai Shimbun, the Securities Bureau of the Ministry of
Finance, Nenpo (Annual Report).“The First Year of the Financial Supervisory Agency”, and“The First Year of the Financial Services Agency.”

iaries and parent companies. And for the time being bank subsidiaries, including indirectly owned subsidiaries, were prohibited from operating in thestock brokerage market. The Institutional Reform Law was enforced in June
1992 based on those conditions, and mutual entry into these financial sectors
became a reality.
Around the time that the debate on financial system reform was dying
down, the uncovering of major financial and securities scandals shook thebanking and securities industries. For the securities industry it was the discovery through a tax audit that during the financial bubble major securities
companies had been compensating their largest corporate clients for losses
incurred (in August 1991, total compensation by the four major securities
companies and 17 second-tier and medium-sized companies had reached approximately ¥172 billion). Dealings with members of known crime syndicates and market manipulation charges also surfaced, escalating the problems
into a social issue. Most of the loss compensation was done through eigyo

Chap. II The History of the Japanese Securities Market

35

tokkin accounts (discretionary accounts managed by the securities company
for tokkin, a form of corporate investment fund). The commonly used methods involved arranging to have the client earn a profit on transactions disguised as bond transactions or shifting losses between corporate clients withdiffering fiscal year-ends to avoid reporting the loss by temporarily transferring securities with losses at book value between their accounts in a process
called tobashi.
Since under the existing law loss compensation for trades after the fact
was not illegal, the Securities and Exchange Act was immediately amended
to ban securities trading under a discretionary account and loss compensation
before or after the fact. Criticism mounted that“excessive profits due to theregulator’s protection of market participants, problematic administration, andfixed rate commissions had made loss compensation possible,”and it wassaid that“what the solution requires is not the banning of loss compensationor the punishment of securities companies, but the implementation of financial system reform itself.”In September 1991, the Provisional Council for
the Promotion of Administrative Reform recommended the liberalization of
brokerage commissions, the promotion of new market entries, and the separation of the market surveillance organization from the Ministry of Finance.
In July 1992, the authorities established the Securities and Exchange Surveillance Commission. The rest of the Provisional Council’s recommendations
were included in the financial Big Bang reforms that came later, contributing
to the formation of a new framework for Japan’s financial and capital markets.
8. The Debate on, and Enforcement of, the Act on Revision, etc. of
Related Acts for the Financial System Reform (1996−2000)
The bursting of the economic bubble left deep scars on the economy. The
trauma from the collapse of stock prices emerged in the form of securities
scandals, while that from the collapse of land and real estate prices emerged
as the nonperforming loan problem in the financial industry. The nonperforming loan problem in particular lingered without the implementation of
any fundamental solution - the banking industry struggled for close to 10
years to get out from under its bad debt. During this long process, foreigncompanies and investors and financial transactions flowed out of the Japanese market, making the hollowing out of the financial market real. Japan’s
way of addressing the issue was the financial Big Bang initiative proposed bythen prime minister Ryutaro Hashimoto in 1996. The goals of the initiative
were to wrap up the cleanup of nonperforming loans by 2001 and rebuild theJapanese financial market into an international market comparable to the36

Chap. II The History of the Japanese Securities Market

Chart II-11.

Stock Price Movement (Nikkei Dow and TOPIX) (1996－2000)(¥)
22,500High
Low

20,50018,500

Nikkei Dow average

16,50014,50012,500
1,700
1,500

TOPIX

1,300
1,100
900
1996

97

98

99

2000

Source: Compiled from data from the Nihon Keizai Shimbun and the Shoken tokei yoran (Manualof Securities Statistics).

New York and London markets based on the principles of“free, fair, andglobal.”Discussions on financial reform took place in the Securities and Exchange
Council, the Financial System Research Council, the Insurance Council, theCouncil on Foreign Exchange and Other Transactions, and the Business Accounting Council. Those discussions resulted in recommendations to change
Japan’
s established bank intermediation-based capital allocation system (indirect financing) to a market-based capital allocation system (direct financing). Passed in October 1998, the Act on Revision, etc. of Related Acts for
the Financial System Reform, paved the way for services based on vigorous
intermediation, set up a market system with special characteristics, and established a framework for trading that users could trust. Among its many revisions, the deregulation of stock brokerage commissions and the shift to for
securities business provided incentive for securities companies to reformtheir business models. Its elimination of the obligation to trade stocks only
on exchanges, on the other hand, promoted competition between markets.
Almost at the same time as the financial Big Bang initiative was being
proposed, major financial institutions experienced business and financial crises that led to bankruptcies. Among troubled banks were Hokkaido Takushoku Bank, Ltd., the Long-Term Credit Bank of Japan, Ltd., and the Nippon
Credit Bank, Ltd. The list of securities companies included second-tier Sanyo
Securities Co., Ltd., and one of the four major securities companies, Ya-

Chap. II The History of the Japanese Securities Market

Table II-11.

37

Schedule for Reforming the Securities Market During the Big Bang
FY1997 FY1998 FY1999 FY2000 FY2001

I. Investment Vehicles (Attractive investment instruments)
1. Diversity of the types of bonds
2. Diversity of derivatives products
3. Developing Investment Trust Products(1) Introduction of Cash Management Account (wrap account)(2) OTC sales of investment trusts products by banks(3) Private placement of investment trusts(4) Investment company type funds
4. Review of the definition of securities
5. Enhancement of corporate vitality and efficient use of capital
II. Markets (An efficient and trust framework for transactions)
1. Improvement of transaction system on stock exchanges
2. Improvement of OTC (JASDAQ) market system
3. Deregulation of sales solicitations by securities firms for unlisted, unregistered stock
4. Improvement of share lending market
5. Improvement of clearing and settlement system
6. Strengthening inspection, surveillance and enforcement systems
7. Strengthening disclosure
III. Financial Intermediaries (Diverse investment services to meet client needs)
1. Deregulating brokerage commissions
2. Diverse activity by intermediaries
3. Use of holding company structure
4. Strengthening asset management
5. Enhancing monitoring system for soundness of securities companies
6. Entry regulations for securities companies(1) Licensing system reform(2) Enhancing mutual entry into banking, securities and trust businesses
7. Investor protection related to exits of intermediaries from the market(1) Strict separation of client assets from securities companies’own assets(2) Enhancing the securities Deposit Compensation Fund scheme
Review of the taxation related to securities
Shift to the new administrative regime

Source: Drawn from the Securities and Exchange Council’s report“Comprehensive Reform of the Securities Market—For a Rich and Diverse 21st Century”

maichi Securities Co., Ltd. These companies previously would have been
rescued by being absorbed by or merged with other major financial institutions. But there were no financial institutions with the financial strength to doso. The myth that banks could not fail was shattered, and the convoy systemof financial regulation came to an end. Forced into action by the crisis, themajor financial institutions reorganized beyond traditional corporate lines,
condensing into four major financial groups. The new groups also, furthermore, began reorganizing their affiliated securities companies to restrict second-tier and small to medium-sized securities companies. Amid such majorchanges as the shift to a registration system and the deregulation of brokerage commissions, an information technology (IT) revolution occurred. This
resulted in a rush into the market of securities companies with online brokerage businesses and other new business models, producing a change in key
market players.

38

Chap. II The History of the Japanese Securities Market

Chart II-12.
(¥)
19,00017,00015,00013,00011,000
9,000
7,000
1,900
1,700
1,500
1,300
1,100
900
700
2001

Stock Price Movement (Nikkei Dow and TOPIX) (2001－2008)
High
Low
Nikkei Dow average

TOPIX

02

03

04

05

06

07

08

Source: Compiled from data the Nihon Keizai Shimbun, the Tosho tokei geppo (TSE Monthly Report),
Shoken tokei nenpo (Securities Statistics Annual Report), and the web site of the Tokyo Stock
Exchange.

9. Developments Since the Big Bang (2001−2008)
Entering the 2000s, the nonperforming loan problem reached a turning point.
Prime Minister Junichiro Koizumi championed structural reform and oversaw the final clearing of this bad debt from the banking sector based on a Financial Revitalization Program in October 2002 that prioritized eliminating
nonperforming loans. Because this approach threatened dangerously low levels of capital reserves at banks, a rise in bankruptcies in the corporate sector,
and an increase in unemployment, the government took steps to control its
adverse effects. It injected capital into banks to maintain the stability of thefinancial system and established restructuring mechanisms for corporations.
These mechanisms included the enactment of the Civil Rehabilitation Act
and of the function of the Resolution and Collection Corporation (RCC) andthe setting up of the Industrial Revitalization Corporation of Japan (IRCJ).
Under the slogan of“From Savings to Investment,”Japan’s government
also implemented policies and programs to shift to a market-based financial
system with a strongly rooted securities market at its core in which a diverse
range of investors would participate. The policies and programs included the
Basic Policies for Economic and Fiscal Management and Reform (June
2001), the Program for Structural Reform of Securities Markets (August

39

Chap. II The History of the Japanese Securities Market

Chart II-13.

Changes in the Composition of Household Assets

%
100
90
80
70
60
50
40
30
20
10

Cash and deposits

Bonds

Insurance and pension reserves

17

16

20

15

20

14

20

13

20

12

20

11

Investment trusts

20

10

20

09

20

08

20

07

20

06

20

05

20

04

20

03

20

02

20

20

20

01

0
Stocks and equity contribution

Other

Source: Web site of the Bank of Japan.

Chart II-14.

Trading Amounts on TSE and Brokerage Income(10 billions of yen)

(10 billions of yen)

80,00060,00040,00020,0000

FY1974

FY1979FY1984

FY1989FY1994

Trading amounts on TSE (left)

FY1999FY2004

FY2009FY2014

300
250
200
150
100
50
0

Commission income (right)

Source: Produced based on data from the Tosho tokei geppo (TSE Monthly Report), the Tosho yoran(TSE Fact Book), the Shoken and the website of the Tokyo Stock Exchange.

2001), and the Program for Promoting Securities Markets Reform (August
2002). These policies and programs put an emphasis on the expansion andimprovement of sales channels (lifted a ban on banking and securities joint
branch offices and introduced a securities intermediary system); the diversification of financial instruments and services (lifted a ban on wrap accounts,etc.); and the fairness and transparency of the financial business (thoroughdisclosure and the greater supervisory oversight of audit corporations, etc.).

40

Chap. II The History of the Japanese Securities Market

The authorities aimed at establishing a market that participants would haveconfidence in and that would attract a wide range of investors. Thanks totheir reforms, the allocation of household financial assets into risk-class assets, such as equities, bonds, investment trusts, and other securities, trended
upward until 2006. The reforms also, however, resulted in an increase in thenumber and volume of complex financial instruments and transactions thatdemanded a comprehensive set of regulations to ensure the thorough observance of investor protection rules and the coverage of an expanding and increasingly diversified range of investment instruments. In response, the government revised the Securities and Exchange Act, reintroducing it as the
Financial Instruments and Exchange Act.
In the aftermath of the financial Big Bang, the retail securities business reform and the inter-market competition between exchanges got under way inearnest. In the retail securities business, ever since the liberalization of brokerage commissions, the level of commission income became sluggish.
Therefore, leading securities companies that used to focus on the brokeringbusiness shifted their direction to adopting a marketing approach of paying
greater attention to asset management in an effort to break away from being
dependent on the market condition. Meanwhile, the inter-market competition
was focused on attracting new listings and more transaction volume. The exchanges started targeting new listings around 2000, launching start-up company markets, and start-up companies and growth companies successively
listed their shares on exchanges. In the battle for greater transaction volume,
Tokyo Stock Exchange (TSE) quickly took the lead. The TSE introduced
electronic stock trading and off-floor trading, strengthening its dominant position. The concentration of stock trading on the TSE, however, produced anotable decline in support for other regional stock exchanges, leading to successive reorganizations that began around 2000.
10. Developments after the Lehman Shock (2008 onward)
The Lehman Shock began with a liquidity crisis among European and U.S.
financial institutions that resulted from a collapse in U.S. housing prices andfrom subprime loan defaults beginning about summer 2007. This market crisis escalated into a global financial crisis and a simultaneous recession in the
global economy after Lehman Brothers Holdings filed for Chapter 11 bankruptcy protection on September 15, 2008. Then in 2009, the Greek sovereign
debt problem arose. This quickly spread also through the countries which hadlarge current account and fiscal deficits. Then financial institutions in the
United Kingdom, Germany, and France became enveloped in the crisis because they held large amounts of the sovereign debt of these countries, andChap. II The History of the Japanese Securities Market

Chart II-15.

41

Stock Price Movement (Nikkei Dow and TOPIX) (2010 onward)(¥)
25‚000
Nikkei Dow average

20‚00015‚000High

10‚000

Low

5‚000
1‚800
1‚600
1‚400
1‚200

TOPIX

1‚000
800
600
2009

10

11

12

13

14

15

16

17

Source: Compiled from data the Nihon Keizai Shimbun and the web site of the Tokyo Stock Exchange.

Chart II-16.

Changes in the Central Bank Assets (at the end of March)(100 billions of yen)

20

01
20
02
20
03
20
04
20
05
20
06
20
07
20
08
20
09
20
10
20
11
20
12
20
13
20
14
20
15
20
16
20
17

6‚000
5‚000
4‚000
3‚000
2‚000
1‚000
0

Long-term government bonds

CP, etc.

Bonds

ETF

REIT

Loan

Other

Source: Compiled from the data published on the web site of the Bank of Japan.

Chart II-17.

%
6.0

PTS transaction values for off-exchange types of transactions (left)
PTS transaction values for all types of transactions (right)

4.0
2.0
lf
ha
t
s
fir

0.0

20
01
20
02
20
03
20
04
20
05
20
06
20
07
20
08
20
09
20
10
20
11
20
12
20
13
20
14
20
15
20
16

%
80
60
40
20
0

Transactions on Proprietary Trading Systems

17
20
Source: Produced based on information on the website of the Japan Securities Dealers Association.

42

Chap. II The History of the Japanese Securities Market

thus it became a European sovereign debt crisis. Under these circumstances,each of these countries avoided a serious crisis by carrying out fiscal injections in large amounts and monetary easing. Japanese financial institutions
suffered far fewer losses from the subprime loan problem, European sovereign debt crisis, and other financial shocks than those of other nations, but
the financial crisis originating in the United States and Europe had its impact
on the Japanese economy. In fall 2008, the Japanese stock market experienced successive sharp declines. Of the leading 10 day-to-day declines recorded in the TOPIX to July 31, 2015, the top 4 are from this period.
The Abe administration and the central bank led by Governor Kuroda areaiming to have the country break away from prolonged deflation. On the one
hand, corporate governance reforms were implemented to heighten the earning capabilities of corporations, and the Corporate Governance Code and theJapanese-version Stewardship Code were introduced. On the other hand,drastic monetary easing measures were carried out. The Bank of Japan unveiled its quantitative and qualitative monetary easing policy aimed at meeting a 2% inflation target within two years and increased purchases of not
only JGBs but also ETFs and REITs. As a result, the assets of the Bank of Japan increased drastically from ¥164 trillion at the end of March 2013 to ¥490
trillion at the end of March 2017. However, consumer prices did not reachthe year-on-year inflation target, and the central bank adopted a negative interest rate policy effective February 2016. As such, monetary easing measures continue to be implemented on a large scale in Japan. Meanwhile, theU.S. and Europe, the forerunners in adopting monetary easing, are shifting to
reducing the balance sheets of their central banks and Japan will likely be expected to specify its exit strategy.
In recent years, there has been another change in the Japanese securities
market. The Tokyo Stock Exchange updated its trading system, prompting
the start of inter-market competition to secure liquidity. High-frequency trading (HFT) was introduced in earnest and the use of proprietary trading systems (PTS) also increased. Inter-market competition, however, has driven up
system costs of stock exchanges and called for restructuring of exchanges beyond country borders worldwide. Under these circumstances, Japan’s securities market took a major step toward increasing its international competitiveness and enhancing convenience with the January 2013 merger of theTokyo Stock Exchange and the Osaka Securities Exchange, giving birth to
the Japan Exchange Group.

CHAPTER III
The Stock Primary Market

1. New Issues of Stocks in the Primary Market
For the purpose of the Companies Act, companies are classified into corporations (kabushiki kaisha); general partnerships (gomei-gaisha); limited partnerships (goshi-gaisha); and limited liability companies (godo-gaisha). Of
these, corporations have a number of advantages against the others in that (1)ownership interest in a company is divided into shares of stock; (2) investors
may recoup contributed capital simply by selling their shareholdings; and (3)investors shall be held liable only to the extent of capital contributed by them(limited liability). These advantages help a corporation to raise a large
amount of capital from various investors.
The shares issued by a corporation are capital securities, or narrowly defined securities, in that they represent certain claims and rights of their investors. Shareholders contribute capital in exchange for their shareholdings,
which give them privileges to (1) participate in the management of the corporation (by attending general shareholder meetings and exercising voting
rights that are proportionate to their shareholdings); (2) claim distribution of
profits; (3) claim residual corporate assets (shareholders have proportionate
rights to claim residual corporate assets upon liquidation); and (4) file derivative suits. Issued shares, unlike bonds, are not redeemable except whenshares are repurchased by the corporation or upon liquidation. Because contributed equity may not usually be repaid by the corporation, shareholders
wishing to monetize their holdings can only do so by selling them in the market. For the benefit of increased liquidity, stock is divided into a standard unitof shares and often represented by share certificates. On the other hand, withcorporate bonds, another class of capital securities, the repayment value isbacked by the issuer.
The legal framework for stocks has undergone substantial changes by a series of amendments to the Commercial Code introduced since 2001. Pursuant
to the amendments that took effect on October 1, 2001, par value stock was
abolished and all stocks are now issued with no par value. Accordingly, thepar value-based tan’i-kabu round-lot system was replaced by the new, discre-

44

Chap. III The Stock Primary Market

Table III-1.

Principal Rights of Shareholders

Rights for personal interest(rights on benefits of owing property)

Rights for common interest(rights on participating in management)

・Right to claim dividend of surplus
・Right to subscribe for new shares
・Right to demand distribution of residual assets
・Right to request registration of name transfer
・Right to request purchase of shares

・Right to exercise votes at general shareholder
meetings
・Right to bring representative suit・Right to convoke a general shareholder meeting
・Right to demand suspension of illegal action by adirector
・Right to make a shareholder proposal
・Right to request dissolution
・Right to demand dismissal of a corporate officer
・Right to request inspection, etc.

Table III-2.

Recent Amendments to the Commercial Code Relating to Equity Financing
and Main Contents of the Companies Act

The amendments made in 2001 (enforced on October 1, 2001):
A revision of the system of acquiring and holding one’s own shares (the ban on holding treasury
shares was lifted); the abolition of the system of issuing shares with face value (under this system, allshares are issued without par value); the abolition of the requirement of net asset value (a minimum of¥50,000 or $487.8 at the rate of ¥102.50 to the dollar); the abolition of the tan’i-kabu system in favor oftangen-kabu system; and the relaxation of the legal reserve system, etc.
The amendments made in 2001 (enforced on April 1, 2002):
The institution of the equity warrant system and the abolition of regulation of the stock option system, the electronification of corporate documents, and a revision of regulation of the classified stock(the lifting on the ban of tracking stock＊), etc.
The amendments made in 2002 (enforced in April 2003):
A revision of regulation of the classified stocks, the institution of the system relating to lapses ofstock certificates, and the rationalization of the procedure for reducing capital, etc.
The amendments made in 2003 (enforced on September 25, 2003):
The acquisition of one’s own shares by a resolution of the board of directors under the provisions of
the articles of incorporation and a revision of the method of computing a limit on interim dividends,
etc.
The amendments made in 2004 (enforced on October 1, 2005):
The adoption of a system of not issuing stock certificates, the introduction of a system of issuing notices by electronic means, etc.
Amendments in conjunction with the enactment of the Companies Act in 2005 (enforced on May 1,2006):A revision of regulations to make the share transfer system more flexible, the rationalization of thesystem of retiring shares, a revision of regulations relating to issuing of share certificates, and the abolition of fractional shares, etc.
The amendments made in 2014 (enforced on May 1, 2015):
Revision of new share issuance procedure involving transfer of controlling shareholders Introductionof a cash-out method that allows a special controlling shareholder to request other shareholders to sell
their shares, etc.
Note: The ban on tracking stock (under this system, dividends are paid not out of the earnings of a company as a whole but out of the earnings of a specific division or a subsidiary of such company) was
lifted.

Chap. III The Stock Primary Market

45

tionary tangen-kabu system. Under the amendments enforced on April 1,
2002, (1) new subscription rights/warrants were introduced, (2) the regulation of stock options was relaxed, and (3) the regulation regarding multiple
classified stocks was relaxed.
The Commercial Code as amended in 2004 and the Law Revising the Act
on Book Entry of Corporate Bonds and Shares etc., for Streamlining Settlement of Transactions in Stocks, etc., that was promulgated in the same year
introduced a system allowing electronic bookkeeping for shares, paving theway for the dematerialization of share certificates of public companies on
January 5, 2009. The Companies Act that came into effect on May 1, 2006
allowed transfer restrictions on any and/or all classes of stock and issuance ofclassified stocks subject to wholly call. Furthermore, in the revised Companies Act enforced on May 1, 2015, the authorities introduced a“cash out”
system where controlling shareholders of a company may force minority
shareholders to sell their shares to them.
2. Forms of Issuing New Shares
Shares are first issued when a corporation is established. Establishment of acorporation can be roughly divided into incorporators-only establishment andby-subscription establishment. When a corporation is established only withthe funds contributed to its capital stock by its promoters, this method of establishing a corporation has the advantage of its shares being fully subscribed
to, but it has a drawback in that the number of shares it can issue is limited to
the funds its promoters can raise. On the other hand, establishing a corporation with the capital raised by publicly offering its shares to an unspecified
large number of investors is called“establishment through a public offeringof shares.”While a large amount of capital can be raised through this method, one major drawback is that it takes time to successfully complete thepublic offering, and when its shares are not fully subscribed to by investors
during the public offering period, the corporation cannot be established. Under the old provisions of the Commercial Code, the par value of shares issued
by a corporation at the time it was established had to be ¥50,000 or more, but
this restriction was abolished—and the requirement of par value has been liberalized—by virtue of the 2001 amendment to the Commercial Code.
Even after a corporation is established, it is a general practice for the corporation to issue new shares after in order to raise funds, to transfer the control of its management to a third party, or to enhance the liquidity of its
shares. Usually, the method of issuing new shares is divided into paid-in capital increase and stock splits (and gratis issues).
Issuing new shares against the payment for them by shareholders is called

46

Chap. III The Stock Primary Market

Table III-3.

Forms of Issuing New Shares

Payment required
Capital increase through a public offering
Capital increase through a third-party allocation of new shares
Capital increase through a rights offering
The exercise of subscription rights/warrants
Payment not required
Stock split
MergerSwap of shares
Stock transfers

Table III-4.

Funds Raised by Equity Financing(billions of yen)Year

Rights offering Public offering

Third party
allotment

Exercise ofPreferred stock
subscription
and others
rights/warrants

Total

No. Amount No. Amount No. Amount No. Amount No. Amount No. Amount
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017

0
0
2
3
0
2
1
2
0
1
1
0
1
0
1
1
0
1
1
2

0
0
82
320
0
15
27
37
0
81
1
0
7
0
4
10
0
1
2
1

8
28
24
18
19
35
78
74
69
60
27
52
50
45
53
114
129
131
95
116

2,782
3,497
4,941
12,015
1,533
5,672
7,502
6,508
14,477
4,570
3,417
49,66833,089
9,678
4,518
11,137
13,780
9,620
2,577
4,242

32
75
46
57
62
84
129
150
145
117
93
115
88
66
71
151
190
187
151
238

Source: Website of the Tokyo Stock Exchange.

6,880
23,473
9,228
4,772
4,844
2,232
5,726
7,781
4,165
6,621
3,958
7,146
5,356
3,952
1,593
3,719
3,928
1,636
6,230
8,816

28
62
87
85
78
121
228
336
371
347
240
169
159
171
174
350
412
437
483
526

864
2,529
1,056
374
2,763
366
995
1,669
1,513
1,650
209
188
246
261
218
1,904
1,087
815
901
1,926

5
25
4
5
36
74
50
45
26
12
9
28
10
7
17
3
14
6
7
7

4,710
69,894
1,073
2,161
9,968
25,322
13,626
11,678
5,597
7,955
5,937
4,740
736
693
12,755
1,200
2,242
7,513
1,480
613

73
190
163
168
195
316
486
607
611
537
370
364
308
289
316
619
745
762
737
889

15,23699,393
16,29819,322
19,10733,592
27,84927,63525,751
20,796
13,521
61,74339,427
14,58419,084
17,97021,037
19,585
11,19015,598

Chap. III The Stock Primary Market

47

paid-in capital increase, and a corporation can raise its equity capital by thismethod. Paid-in capital increase is also divided on the basis of investors towhom shares are issued into public offering, rights offering, and allotment of
new shares to a third party.
By definition, a stock split, the act of splitting one share into two or moreshares, does not by itself increase the assets or the capital of a corporation.
However, new shares issued through a stock split play an important role. The
stock split increases the number of the corporation’s shares outstanding on
the market, and the fall in the per share price caused thereby enhances the liquidity of shares, making it easier for the corporation to raise funds throughequity financing in the future. Until 2001, there was a rule banning any stock
split that reduces the value of net assets per share to less than ¥50,000, but
this rule was abolished by virtue of the 2001 amendment to the Commercial
Code. This step was taken because of widespread complaints among venturebusinesses—those that have high growth potential and whose shares are traded at high prices despite limited net assets—that on account of the restrictions against a stock split, they could not improve the liquidity of their shares.
However, it was desirable to prevent share certificates from being in short
supply during the period from the record date of stock split (day on which theshareholders to whom new shares are allocated are determined) to the effective date (day on which the right to new shares for shareholders goes into effect), which can disrupt the demand-supply balance and cause stock prices tofluctuate violently. Hence, it was decided that the effective date would fall on
the day following the record date from January 2006.
Other cases in which a corporation is authorized to issue new shares include the exercise of new share subscription rights/warrants, a new type of
warrant introduced by the April 2002 amendment to the Commercial Code;equity swaps with one’s subsidiaries under the equity swap system; and allocation of shares to shareholders of one’s subsidiaries under the stock transfer
system.
3. Procedures for Issuing New Shares
New share issuance may be done in exchange for capital paid in by investors
in the form of a public offering, third-party allotment, or rights offering.
In a rights offering, shareholders on record as of a specified record date are
given subscription rights in proportion to their stockholdings. In the case of
public companies, grant of subscription rights or allotment of new shares tonon-shareholders are only subject to board approval. On the other hand, athird-party allotment by a private company, under the Companies Act, inprinciple, requires a special resolution at the general shareholders meeting,

48

Chap. III The Stock Primary Market

Chart III-1. Equity Financing in 1989 by TSE-Listed Companies, by Type of Financing(Total capital procured: ¥8,529.39 billion)

Corporate bonds with subscription
rights/warrants (cash paid-in)¥2,104.76 billion(25%)

Rights offerings¥689.54 billion(8%)

Third-party allotments¥89.14 billion(1%)

Public offerings¥5,645.95 billion(66%)

Source: Tokyo Stock Exchange, Monthly Statistics Reports.

Chart III-2. Equity Financing in 2017 by TSE-Listed Companies, by Type of Financing(Total capital procured: ¥1,559.84 billion)
Exercise of new shave
subscription rights¥192.6 billion(12%)
Preferred stock, etc.
¥61.34 billion(4%)

Third-party allotments¥881.58 billion(57%)

Allotments toshareholders¥0.11 billion(0.01%)
Public offerings¥424.22 billion(27%)

Source: Web page of the Tokyo Stock Exchange.

Chap. III The Stock Primary Market

49

but it may be conducted by ordinary resolution when provided for in the Articles of Incorporation. A rights offering to existing shareholders is a meansof capital raising that is neutral to the control of corporations, in that it does
not affect proportionate ownership of the shareholders. An offering of rights
at par used to be the dominant measure of equity financing, but such offering
is no longer common, partly due to the elimination of par value of stocks under amendments to the Commercial Code in 2001.
Public offerings grant subscription rights to the general public. A public
offering raises more capital for an issuer than an offering of rights at par,which was once prevalent along with par value stock, by the excess of the issue price over par. From the viewpoint of investors, however, it deprives investors of the opportunity to earn the premium, thereby losing their incentive
to subscribe. Although public offerings declined in the 1990s, they are still aprimary means of raising equity capital today.
A third-party allotment raises capital by granting subscription rights to certain third parties, including banks or business corporations with special relationships with the issuer and/or its director(s). This method is often used tobail out troubled companies, strengthen relationships with corporate partners,
and form a business and capital alliance rather than simply to raise capital.
Of the amount raised in 2017, nearly 70% accounted for the support for individual companies. Additionally, the method has recently been noted as ameasure for fending off hostile takeovers. Third-party allotments cause dilution of ownership of existing shareholders. They may be approved by board
resolution except when terms of rights harm the interests of existing shareholders because they are unequivocally advantageous to the grantee(s) inwhich case a special resolution at the general shareholders meeting will be
required (advantageous issuance). An issuer pursuing a capital increase by
third party capital allocation has an obligation to explain the rationality andnecessity of the capital increase in its securities registration statement.
Under the revised Companies Act that went into effect in 2015, when newshare issuance by a public company involves any transfer of controllingshareholders (accounting for one-half or more of voting rights), the name andother information of the underwriter must be notified to existing shareholders. Furthermore, if there is opposition by 10% or more of voting rights, theshare issuance is subject to a resolution not only by the board of directors but
also by the general shareholders meeting. Thus the involvement of shareholders in share issuance was strengthened.
4. The Current State of the New Issue Market
New shares are usually issued (1) in exchange for capital contribution (equity

4,906,531
4,696,470
5,900,618
10,621,006
4,919,006
4,231,828
5,312,713
5,580,645
4,503,842
8,600,184
9,052,096
12,467,106
4,733,374
1,604,596
766,227
1,605,059
1,530,474
1,433,831
2,546,611
3,093,475
3,641,490
9,627,895
3,709,565
4,526,944
4,260,986
4,541,171
5,659,174
11,393,111
7,459,697
5,341,133
3,542,021
22,418,250
10,464,418
6,391,284
4,309,521
5,226,016
4,624,642
3,717,412
5,403,536
4,747,915

1978
1979
1980
1981
1982
1983
1984
1985
1986
1987
1988
1989
1990
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017

2,387,691
1,470,800
1,761,008
5,624,372
1,932,416
1,005,145
1,170,322
909,635
371,191
547,900
849,464
803,396758,546
420,553244,895
87,091
24,152249,876455,200
204,686
7,707－
87,140143,051－
20,352
18,19353,120－80,862
6,998－
68－
34,504
613
－
1,560
3,699
1,312

Rightsoffering

1,071,412
1,151,803
1,619,438
2,360,917
1,760,389
513,645778,686
590,696346,883
718,327
1,286,177
3,558,558
1,284,250
39,8502,180
4,150
33,36010,400200,883
93,25097,33754,59984,20049,760238,268
431,517516,166
616,574
1,638,972
409,532
687,868
12,049,714
7,548,008
2,947,644
2,371,349
1,244,084
1,422,172
679,898
140,825
320,095

Publicoffering
444,375
236,944
311,354
99,890111,822589,154319,665
118,126
78,308314,650
169,633
94,151
252,593
182,776
190,340
479,440
543,846
490,557
583,427
1,493,319
2,380,126
8,402,531
2,621,987
3,328,896
2,719,749
2,995,729
1,586,466
2,957,298
850,680
1,521,236
1,549,130
3,192,219
1,935,650
2,283,962
663,776
2,058,111
627,019
767,728
4,152,569
2,934,439

Third party
allotment
1,003,023
1,836,923
2,208,818
2,535,827
1,102,860
2,006,283
2,835,670
3,514,706
2,831,297
4,753,694
4,623,233
5,522,653
1,859,145
600,930
139,205
347,764
445,479
343,684
506,753
1,034,959
1,079,024
976,593835,744935,912546,153
679,8412,404,691
6,241,871
4,450,694
2,928,468
1,119,159
6,846,482
835,992
839,2111,024,399
1,400,302
1,933,058
1,797,390
798,326
606,853－－－－
11,519117,601
208,370
447,179
876,161
2,265,611
2,123,587
2,488,346
578,839
360,485
189,605
686,612483,635
339,311800,348
267,261
77,295
194,170
80,492
69,324756,815
413,729
1,133,656
1,524,246
519,349
401,032
178,863
329,833
144,697
320,465
215,492
522,905
642,391
470,834
308,115885,214

Preferred stock,conversion of a
Exercise of
corporate bond with
subscription rights/
subscription
warrants of therights/warrants
convertible bondtype into shares, etc.

2,677,987
2,323,957
3,270,677
3,542,488
4,265,996
4,208,030
4,033,612
4,390,653
3,939,802
3,300,518
4,004,200
5,906,047
8,283,600
3,451,047
1,584,403
901,948
2,330,679
1,015,654
847,835
551,076
168,263
742,946
1,599,465
624,199
692,917
333,448
2,975,260
3,051,215
6,713,875
11,749,106
120,552
16,193,816
877,229
1,842,238
3,759,441
27,099,251
8,841,942
7,060,155
2,232,113
4,836,899

Stock split

The State of Issuing New Shares by Listed Companies△154,435
171,436
34,84664,632
318,347
24,857
169,830
93,169621,924510,942
96,212
44,848
1,632,879
1,581,058
414,121
1,147,000
1,190,447
359,334
1,873,163
251,712
22,696
61,952
1,158,762
3,330,016
1,412,881
5,931,549
24,497△13,967,015△1,201,938△3,504,021△542,754
238,890△860,938
625,267
576,904△8,996,091△6,101,224△12,958,857△29,020,941△71,033,038

Others7,430,084
7,191,866
9,206,243
14,228,128
9,503,352
8,464,718
9,516,159
10,064,468
9,065,569
12,411,644
13,152,509
18,418,003
14,649,854
6,636,703
2,764,752
3,654,008
5,051,602
2,808,819
5,267,610
3,896,265
3,832,450
10,432,793
6,467,792
8,481,160
6,366,784
10,806,168
8,658,931
477,311
12,971,634
13,586,219
3,119,819
38,850,955
10,480,708
8,858,789
8,645,867
23,329,176
7,365,361△2,181,288△21,385,291△61,448,223

Total(in thousands of shares)

Source: Tokyo Stock Exchange, Shoken tokei nenpo (Annual Report of Securities Statistics) and Tosho tokei geppo (Monthly Report of Securities Statistics).

Paid-in
capitalincrease

Year

Table III-5.

50
Chap. III The Stock Primary Market

Chap. III The Stock Primary Market

51

financing in the forms of public offerings, third-party allotments, rights offerings, exercise of subscription rights, etc.); (2) in conjunction with stock splits(and gratis issues); and (3) for the purpose of corporate acquisitions. (Sharecounts are reduced when treasury stock is cancelled.) In 2017, the leading
source of new shares issued by listed companies was by stock splits and gratis issues (increase of 4.84 billion shares), followed by equity financing (4.75
billion shares). The amendments to the Commercial Code in 1991 defined
stock splits as a notion that encompasses stock dividends, gratis issues, andreclassification of paid-in capital in excess of par into capital stock all ofwhich were cases that did not involve payments by investors at the time ofissuance of new shares.
Today, in Japan, equity financing is the leading source of new shares. Listed companies on the Tokyo Stock Exchange (TSE) raised approximately ¥1.5
trillion in equity in 2017. By contrast, equity financing, except for initialpublic offerings, is less used in the United States and the United Kingdom
because it tends to cause earnings dilution and consequently pushes down thestock price. It should be noted, however, that over the past years, equity financing in Japan has undergone many changes. During the period of rapid
economic growth, corporations mostly used the method of rights offering at
par to raise equity capital, because investors did not have enough accumulation of financial assets, while issuing companies suffered a chronic shortageof funds. (Stock par value was abolished in 2001.) In those days, corporations mostly relied on bank borrowings for their funding requirements, andthe stock market was a marginal marketplace for raising capital. However, as
the economy slowed down after the oil shocks, the funding needs of businesses were reduced, and due in part to the necessity of securing a strong
stockholder base, public offerings at market price became the prevalentmeans of raising equity among business corporations. Meanwhile, the weightof rights offerings also shifted from rights offering based on par value to thatbased on a median of par and market values. In the second half of the 1980s,
with progress in deregulation concerning debt financing, issuing of convertible corporate bonds and corporate bonds with subscription rights/warrants
increased, and so did their conversion and exercise. Particularly, as banks
came under pressure to meet Tier 1 capital requirements imposed by the Basel regulatory standards, they scrambled to shore up their capital base, andsuch issuing accounted for about half of equity financing at the time.
In the 1990s, there was a marked decline in capital increases by public offerings because of stagnant stock prices. At the time, new rules to ensure
sound issuing of public stock offerings at market price were instituted.
Among them, the Japan Securities Dealers Association (JSDA) adopted a
profit distribution rule in March 1992 that required issuing companies toraise their dividend payout ratio to 30% or more and the Ministry of Finance,

52

Chap. III The Stock Primary Market

which was then responsible for securities regulation, issued guidelines requiring issuing companies to meet or exceed the threshold of 10% in their return on equity (ROE) in December 1993. These rules were abolished in April
1996, and the stock primary market was fully liberalized. Increasing capitalthrough public offerings remained stagnant thereafter. However, following
the global financial crisis that kicked off in 2008, equity financing picked up
as companies sought to shore up their weakened financial bases by publicstock offerings which became active in 2009. Also given the surge in stock
prices in 2013, stock splits reached 27.0 billion shares, the highest in history.
On the other hand, the overall number of issued shares has been declining inrecent years, due mainly to the retirement of treasury shares.
5. New Share Underwriting
The method of issuing shares may be divided into direct offering and indirect
offering, and public offering and private placement. When the issuing company itself performs the administrative procedures necessary for issuingshares and sells them to investors, this is called“direct offering (or self-offering).”Although this method helps the issuing company save the fees payable
to an intermediary, it is not an easy task to perform the technically complicated procedures and sell the securities to an unspecified large number of investors. When the issuing company commissions a specialist intermediary tohandle the public offering of its shares, this is called“indirect offering.”The
intermediary provides the issuing company with expert advice, handles the
distribution of shares and performs the necessary administrative procedures
on behalf of the issuing company, and takes over the shares remaining unsold
after the public offering period. At present, almost all shares are offeredthrough the indirect offering method. A“public offering”is the public solicitation of an unspecified large number of investors for the purchase of newshares, and“private placement”is the private solicitation of a specified small
number of investors to purchase them. In public offerings of new shares, indirect offering through underwriting securities companies is the general rule.
In the case of an indirect offering, the issuing company concludes an underwriting agreement with a securities company. Underwriting agreements
are divided into standby underwriting (the underwriting securities company
commits itself to buying up the shares remaining unsold) and firm commitment underwriting (it agrees to buy up the entire issue from the start). Today,
the latter has become the general practice.
When the total amount of shares offered is too large, a securities company
alone cannot accept the underwriting risk involved. Therefore, a number of
securities companies often get together to form an underwriting syndicate. Of

53

Chap. III The Stock Primary Market

Table III-6.

Number of Lead Managing Underwriters in Shares of Securities Companies(IPOs)(Existing stock exchanges and start-up markets in 2017)
Securities companies

Existing Markets

Mothers

JASDAQ

No. of co. % of total No. of co. % of total No. of co. % of total

Daiwa

4

26.7

10

18.5

1

7.1

Nomura

3

20.0

10

18.5

4

28.6

Mizuho

3

20.0

8

14.8

7

50.0

SMBC Nikko Securities

2

13.3

10

18.5

－

－

Tokai Tokyo

2

13.3

3

5.6

－

－

Mitsubishi UFJ Morgan Stanley

1

6.7

－

－

－

－

SBI

－

－

12

22.2

1

7.1

Others

－

－

1

1.9

1

7.1

Total

21

100.0

54

100.0

11

100.0

Source: PRONEXSUS, Kabushiki Kokai Hakusho (White Paper on Public Listings).

Table III-7.

Flow from additional secondary distribution by over-allotment in initialpublic offering to syndicate cover transaction

Board of directors’
Determine
meeting on issuanceprovisionalof new shares andterms
secondary distribution
Set OA offering limit

BB(Reportdemand)Set open price
Set OA offering
volumeListing date
(Trading
start date)

SC transaction
or GS exercise

BB＝Book Building
OA＝Over-Allotment
SC transaction＝ Syndicate Cover (short cover) transaction
GS exercise ＝Exercise of Green Shoe option
Note: SC transactions and exercise of GS must be executed within 30 days from the day following thedate on which the period during which investors submit their applications to securities companies is completed (normally, 2 or 3 business days prior to the listing date).

54

Chap. III The Stock Primary Market

these securities companies, the firm that plays the leadership role in organizing the syndicate members and in negotiating the terms and conditions of theunderwriting agreement with the issuing company is called the“lead managing underwriter.”And the group of securities companies that assumes no underwriting risk and only sells the securities is called the“selling group.”
In a public offering or secondary distribution, it is necessary to have astrategy for balancing supply and demand. Using an over-allotment option
allows the securities firm that is the lead managing underwriter of an offering
to borrow shares from existing shareholders and sell them if demand is greater than the original scheduled number of shares. In Japan, lead managing underwriters of offerings have been able to use the over-allotment option basedon the underlying underwriting agreement since January 31, 2002. This option allows the sales of additional shares up to 15% of the scheduled numberof shares in the public offering or secondary distribution. The short position
arising when the lead managing underwriter the over-allotment option iscleared differently depending on whether the price in the secondary market
has risen or fallen compared with the price after the listing. When the priceof the shares has fallen, the lead managing underwriter purchases the excess
shares in the secondary market (syndicate cover). When the price of theshares has risen, the lead managing underwriter exercises a green shoe option(right to acquire additional shares from the issuing company or from investors who have lent shares).
6. Private Equity Market
Public offerings and other equity financing that raise capital from the generalpublic are mostly conducted by public companies that have their shares traded on an exchange or other public market. However, that does not mean that
equity financing by private companies faces special legal restriction. In fact,
equity financing regulations for private companies can be said to be less strict
than those for public companies. For example, the written notice of securities
does not require information concerning the operating performance or financial conditions of the issuer because, unlike the securities registration statement, it is not intended to disclose information to investors. Under the Financial Instruments and Exchange Act and Cabinet Office Order, etc. currently
in force, furthermore, in cases where the proceeds from a proposed offeringor secondary distribution of shares (securities) are less than ¥100 million, theprivate company is exempt from filing a securities registration statement, anda written notice of securities is filed in its place, regardless of whether the solicitation is extended to 50 persons or more or not. Furthermore, if the proceeds from an offering do not exceed ¥10 million or fewer than 50 persons

Chap. III The Stock Primary Market

55

Table III-8. Criteria for Requirement to Submit Securities Registration Statement or
Written Notice of Securities Under the Financial Instruments and ExchangeAct, and Cabinet Office Order, etc.
No. of Investors*
Less than 50
Issue
Amount50 or more

100 million yen or more

Not necessary

Securities
Registration
Statement

10 million yen or greater but less than 100
million yen

Not necessary

WrittenNotice ofSecurities

10 million yen or less

Not necessary*Notes: 1. Under the current FIEA and Cabinet Office Order, etc. even when the number of investors solicited is less than 50, if the issuer has made an offering of the same type of security within six
months previously and the combined number of investors solicited is 50 or more, the determination of whether a securities registration statement or written notice of securities is required
must be made based on the total issuance amounts of the offerings.
2. In accordance with the revision of administrative orders effective April 1, 2003, issuance regulations have been liberalized as follows.
(1) Under specified condition of the number of Qualified Institutional Investors being 250 orless, etc., the number of professional investors (Qualified Institutional Investors) may be
deducted from the count of 50 or more of the number of investors being solicited.
(2) In determining the issuance amount for a professional investor private equity offering in asolicitation for purchase of securities where only Qualified Institutional Investors arecounterparties and there is little possibility of sales to anyone other than qualified institutional investors, equities, etc. and equity related products are to be included. In this case,regardless of the number of investors, the written notice of securities is required only for
issues of 100 million yen or more (for solicitations of investor groups of less than 50,
please see note 1 above).

are solicited, the issuer is not, in principle, required to file a written notice of
securities.
However, when viewed from the standpoint of general investors, private
equity investments, given the limitations on information available to them,
involve higher risks. While stock prices of public companies are properly
formed through market transactions, reasonable values of private stocks are
not easy to determine since there are various methods to estimate private
stock prices, including the net asset method of estimating based on the company’s net assets, the income method based on cash flows, and the dividend
discount method based on future dividend projections. Moreover, the problem with private equity investments is that the funds invested in them are noteasily recoverable due to lack of liquidity. Since it was difficult to recoverfunds until the company went public, investment in private equity was limited to a small number of investors, such as venture capital funds, which have

56

Chap. III The Stock Primary Market

Table III-9.

Examples of methods of calculating stock values of private companies

1. Net assets approach(1) Book value method
Price per share＝Book value of net assets/Total number of issued shares(2) Adjusted book value method
Price per share＝Book value of net assets reflecting unrealized gain and losses/Total number ofissued shares(3) Market value method
Price per share＝Market value of net assets/Total number of issued shares
2. Income approach(1) Income capitalization method (direct return method)
Price per share＝(Projected future net profit after tax/Capitalization ratio)/Total number of issued
shares(2) DCF method
Price per share＝Total amount of discounted present value of projected future profit/Total number of issued shares
3. Dividend discount approach(1) Dividend discount method
Price per share＝(Projected future annual dividends/Capitalization ratio)/Total number of issued
shares(2) Gordon Growth Model method
Price per share＝(Projected future annual dividends/(Capitalization ratio-Investment return ratio
×Retained ratio)

the economic wherewithal to tolerate the high risks and long investment periods associated with such investments.
In recognition of the necessity of stimulating business startups and nurturing venture-type companies, the JSDA relaxed some of its rules in June 1997,
and launched a public quotation system (Green Sheet system) for private equity or unlisted shares. Securities companies became able to solicit investment in private equities for issues of OTC securities that met a certain standard of information disclosure and for which the securities companies
provide publicly announced buy and sell quotes. The system also contributed
to adding liquidity to unlisted shares and paving the way for companies toadopt a new means of financing before going public. In May 2015, a newshareholder community system was introduced with the purpose of dissolving the green sheet system to form a better framework by March 31, 2018(see Chapter XI).

CHAPTER IV
The Stock Secondary Market

1. The Structure of the Stock Secondary Market
The stock secondary market on which shares are traded consists of a trading
market opened on a stock exchange, a proprietary trading system (the socalled PTS) operated by private companies authorized under the 1998
amendment to the Securities and Exchange Act, and the off-exchange tradingof listed stocks that was made by virtue of the same amendment, which abolished the duty to centralize securities trading on stock exchanges.
The exchange market is provided by stock exchanges, and there are four
stock exchanges in Japan: the Japan Exchange Group formed from the combination of the Tokyo Stock Exchange and the Osaka Exchange, and the Nagoya, Sapporo and Fukuoka exchanges. Stock exchanges used to be membership organizations consisting of securities companies. However, under the2000 amendment to the Securities and Exchange Act, they were authorized tochange their status as corporations, and the Japan Exchange and the Nagoya
Stock Exchange have become corporations.
Shares of listed stocks (1) that meet certain listing requirements are traded(2) during fixed trading hours (3) by auction, and (4) the stock exchanges as
self-regulatory organizations manage and supervise the trading process andthe business conduct of securities companies with a view to ensuring the fairness of trading.
In addition, there is the green sheet market where shares of companies thatare not listed on a stock exchange or not registered with the over-the-counter(OTC) market are traded over the counters of securities companies and reported to the Japan Securities Dealers Association (JSDA). However, the volume of trading on the Green Sheet market is small and the market will beabolished effective March 31, 2018. Instead, a“shareholders community system”was established in May 2015 as a framework to trade unlisted stocks.
The system for off-floor trading of shares listed on the Tokyo Stock Exchange (ToSTNeT) has a three-part structure to accommodate the diverse
needs of investors: ToSTNeT-1 which processes large-lot and basket tradesof listed stocks through negotiated or cross transactions; ToSTNeT-2 which

58

Chap. IV The Stock Secondary Market

Chart IV-1.

Inter-market Competition in Japan

Japan Exchange Group(as of October 26, 2017)

Second Section
525companies

Mothers
246 companies

JASDAQ748 companies

ToSTNeTFirst Section
2,034 companies

OTC trading by
securities companies
Green Sheet issues, etc.
(as of September 29, 2017)11 companies

OTC trading by
securities companies
Listed issues, etc.

Privately
conducted trading by
securities companies
through electroniccommerce [PTS]

N-NETIssues listed on the 1st Sect.
Issues listed on the 2nd Sect.

Centrex(13 companies)

Nagoya Stock Exchange(as of October 10, 2017)278 companies

n
io
tit g
pe in
m ad
Co or trf

Tokyo Pro Market
22 companies

OTC trading by
securities companies
Shareholders Community(as of October 20, 2017)16 companies

Fukuoka Stock Exchange(as of September 29, 2017)
97 companies

Q-Board(14 companies)

Sapporo Stock Exchange(as of June 21, 2017)
50 companies

Ambitious(8 companies)

Trading in Japanesestocks on overseas
markets

concludes trades at specific prices such as the closing price several times aday; and ToSTNet-3 which handles purchases of treasury stocks. In addition,certain securities companies have opened a proprietary trading system (PTS)
on their own mainly for the purpose of matching orders received after business hours.
A few years before, there were repeated cases of breakdowns of trading
computer systems at securities companies and stock exchanges, erroneousChap. IV The Stock Secondary Market

59

placement of orders, and other irregularities such as buy or sell orders withno intention of execution. As a result, in January 2010, the Tokyo Stock Exchange introduced its new world-class, high-speed trading system“arrowhead”to increase the credibility of the market.
2. Transaction Size of the Stock Secondary Market
As of December 31, 2016, the number of companies listed on the nation’sstock exchanges (including multiple listings) stood at 3,654, of which 3,533
were on the Tokyo Stock Exchange (TSE). The number of shares listed on
the TSE came to 407.2 billion, with a total market capitalization of ¥579.6
trillion. And the value of listed shares traded on all of Japan’s stock exchanges was ¥691.3 trillion.
The level of concentration of stock trading on the Tokyo Stock Exchange
is extremely high. The TSE accounts for the majority of the nation’s listedstocks, and the number of issues listed only on regional stock exchanges
stood at 116. In terms of value only, the Tokyo Stock Exchange accounts foralmost all of the nation’s stock trading. The heavy concentration of stock
trading on the TSE may be explained by the fact that the stock markets havetaken on a hierarchical structure, with the First Section of the TSE at the top,
and that business corporations that are bent on enhancing their social statushave sought to list their stocks on the First Section of the TSE. Therefore,
blue-chip corporations have tended to converge on the First Section of theTSE. And as shares are actively traded in large volumes and on a highly liquid market, the externality of the order flow—trading flows to where sharesare actively traded—was at work accelerating the concentration of orders.
The number of stocks listed on the JASDAQ market (formerly the overthe-counter market), which became a regular stock exchange in December
2004, stood at 748 at September 30, 2017, with a total market capitalizationof ¥10.3 trillion, and the total trading volume during 2016 came to ¥29.7 trillion, with the value of shares traded on this market totaling ¥12.1 trillion.
These figures far exceeded the Second Section of the TSE, with which the
JASDAQ market has been competing for business for many years, with the
exception of total market capitalization: the number of shares listed (748 vs.
523); total market capitalization (¥10.3 trillion vs. ¥10.6 trillion); total trading volume (¥29.7 trillion vs. ¥25.6 trillion); and total value of shares traded(¥12.1 trillion vs. ¥6.1 trillion).
Other emerging stock markets include the Mothers market opened on the
TSE in November 1999, the NASDAQ Japan market established on the Osaka Securities Exchange in June 2000, the Centrex market of the Nagoya
Stock Exchange, the Ambitious market of the Sapporo Stock Exchange, and60

Chap. IV The Stock Secondary Market

Table IV-1.

Trading volume (in thousands of shares)

Year

2008

Trading Volumes of Major Stock Exchanges

2009

2010

2011

2012

2013

2014

2015

2016

First Section of
541,576,224 552,098,670 511,695,772 524,646,368 519,754,423 841,857,965 612,851,073 620,005,885 593,610,396
TSE
Second Section
11,775,067 10,202,351
of TSE

7,315,086

9,850,350

7,703,508 22,225,351 36,199,273 36,580,825 25,604,041

First Section ofOSE

5,734,251

6,369,508

4,884,700

6,505,596

5,260,315

－

－

－

－

Second Sectionof OSE

3,879,093

4,428,690

2,763,250

5,827,921

2,702,625

－

－

－

－

JASDAQ

11,288,330 13,461,273

7,780,105 11,627,350 11,347,773 13,237,308 37,019,052 37,077,973 29,715,104

Note: The Tokyo Stock Exchange and the Osaka Securities Exchange were integrated in January 2013
and became the Japan Exchange Group as a result of which the first and the second sections ofthese markets were also combined.
Source: Japan Securities Dealers Association; Japan Exchange Group.

Table IV-2.

Trading Volume by Stock Exchanges
and Percentage Composition (2016)

Stock Exchanges

Trading Amount(millions of yen)

%

Tokyo

691,102,578

99.978

Nagoya82,8770.012

Fukuoka

17,2090.002

Sapporo51,2880.007

691,253,953

100

Total

Source: Japan Exchange Group.

the Q-Board market of the Fukuoka Stock Exchange. Competition among thestock exchange for winning over candidates for stock listings has since become increasingly fierce. Further, in August 2007, the JASDAQ Securities
Exchange joined the race with the launch of NEO, its version of a new market for venture businesses.
Subsequently, as NASDAQ of the United States withdrew from the market, NASDAQ Japan changed its name to Hercules in December 2002. And
in October 2010, the Hercules, JASDAQ, and NEO markets merged to become a new JASDAQ market.
In July 2013, the cash markets of the Tokyo Stock Exchange and the Osaka Securities Exchange were integrated to form the Japan Exchange Group(JPX). As a result, Japan Exchange is now affiliated with JASDAQ, theChap. IV The Stock Secondary Market

61

Mothers market and the Tokyo PRO Market.
3. The Structure of Share Ownership
Following the liquidation of the financial combine zaibatsu (great industrial
or financial conglomerates or holding companies) after the war, shares heldby them were released to the stock market for distribution among individual
investors. And the ratio of shares held by individual shareholders rose to69.1% in 1949. However, as obviously not many of these individual investors
could afford to hold these shares for the long haul, they liquidated their holdings soon after they had acquired them. As a result, the ratio of individual investors’shareholdings declined rapidly thereafter. Partly due to the fact thatsome investors had cornered these shares, groups of companies that had belonged to the former financial combine (zaibatsu) started cross-holding
shares of one another to strengthen their group solidarity.
In the 1960s, capital transactions were liberalized following the post-war
restoration efforts. However, in fear of a hostile takeover by foreign firms
taking advantage of liberalized capital transactions, Japanese firms sought tobuild a strong shareholder base, and the ratio of the shareholdings of businesscorporations and financial institutions increased. Subsequently, the system of
issuing shares at par value changed to one of issuing at market price, making
it necessary for business corporations to maintain their share prices at a highlevel if only to enable them to advantageously raise funds for a capital increase. Consequently, the ratio of the shareholdings of business corporations
continued to increase in the years up to 1975. Meanwhile, encouraged by thelong-lasting bull market, financial institutions also continued to build theirequity portfolios and increased the ratio of their stock holdings until the
speculative bubble in the end of the 1980s.
Such corporate domination of the shareholdings structure brought about amaterial impact on the formation of stock prices. While individuals and institutional investors bought stocks as an investment to earn yields (profit-earning securities), business corporations or financial institutions bought shareson their proprietary accounts, in many cases, for the purpose of holding
shares to strengthen corporate affiliations or business tie-ups as a means ofgaining control of the management. Therefore, these corporations were moredetermined to hold such shares for the long haul (management-stake securities) without consideration to yields on investment, and yields on such sharestended to decline. As a result, prices of such shares rose to a level that was
beyond the reach of individual investors who invested in shares on the basisof the yield they produced, and the ratio of stock holdings by individual investors dropped further. In addition, as individual investors had no choice but

62

Chap. IV The Stock Secondary Market

Chart IV-2.

Changes in the Ratio of Shares Held by Different Categories of Investors

%
45

%
45

Business corporations, etc.

40

Trust banks, life and non-life insurancecompanies, and other financial institutions(including institutional investors)

Individuals and others

35

40
35

30

30

25

25

20

20

15
10

Foreign investors

15

Commercial andregional banks

10

5
0
1970

5

75

80

85

90

95

2000

05

10

Note: Results from FY2004 to FY2009 include the portion of companies listed on JASDAQ.
Source: Share Distribution Survey.

Chart IV-3.

Ratios of Cross-Shareholdings

Note: Research by Nomura Securities Co., Ltd.
Source: Nihon Keizai Shimbun; July 16, 2017

15
year

0

Chap. IV The Stock Secondary Market

63

to aim at making capital gains even under such circumstances, the rate ofturnover of their investments needed to be quickened. This was why individual investors took to highly speculative investment, bringing about a special
structure of the stock market in this country.
However, as unrealized capital gains on stock investment shrank sharply
due to falls in stock prices after the burst of the speculative bubble, holding
shares was no longer an attractive investment even for corporate investors.
Furthermore, stock prices dropped below their acquisition cost from the autumn of 2001, and as the system of valuing banks’shareholders at their market prices was introduced applicable to the term that ended in September
2001, banks had to deduct 60% of the unrealized losses from their earned
surplus. In the 2000s, cross-shareholdings among nonfinancial companies
started to rise again as defense measures against corporate takeovers and other uninvited contests for corporate control. However, with a growing interestin corporate governance, chiefly megabanks have been selling off shares intheir holdings.
4. Stock Prices and Indicators for Investment (1)Theoretical prices of assets such as land and stocks represent rents or dividends, as the case may be, capitalized by a certain rate of return of capital(interest rate plus risk premium). However, as only a small part of such assets
is actually bought or sold, the total asset value is calculated by multiplying
the total of such assets using the prices formed through such transactions. For
instance, the total market capitalization on the First Section of the TSE as of
October 30, 2017 was approximately ¥652.5 trillion, but the value of sharesactually traded on that day was about ¥4.0 trillion. This indicates that the total market capitalization of the TSE is computed on the basis of share prices
formed through the trading of approximately ¥4 trillion worth of shares. (Actually, it represents a sum total of the market valuation of all listed stocks,
and the above explanation is intended to simplify the picture.)
At this stage, whether the given price of a stock is high or low is judged bycomparing its dividend yield with the market interest rate then prevailing. In
other words, an investment opportunity to generate better-than-average earnings, working through competition among investors who seek such investment opportunities, equalizes the dividend yield on a given stock to the market rate then prevailing. However, if an oligopoly strengthens in a given
industry group and the earnings gap among companies belonging to the same
industry group widens, those with higher growth potential tend to reinvest alarger portion of their profit as retained earnings. (Typical of this tendency
are the former IBM and Microsoft, which had no dividends until the end of

64

Chap. IV The Stock Secondary Market

Table IV-3.

Stock Splits and Changes in Divisor

Before stock split

Issue

After stock split

No. of shares

Stock priceNo. of shares

Stock price

10
10
10

$20
10
6

20
10
10

$10
10
6

36

40

A
B
C
Total

30

26

Dow divisor

32.1667

Dow scaled
average

1212Source: J. H. Lorie and M. T. Hamilton, The Stock Market, 1973; Japanesetranslation Shoken kenkyu, Vol. 51, 1977, pp. 73

Chart IV-4.

Stock Price and Capital Increase of Toray Industries

(yen)
350
300

a 1:0.5
○
b 0.5
○

150
100

¥327

a 1:0.8
○
b 0.2
○

a 1:1
○

¥168

¥161

¥334

¥275

250
200

¥314

¥133

a 1:0.54○¥219
b 0.06
○
¥179
a 2:1
○

¥155

¥112

50
0

1953 ’54 ’55 ’56 ’57 ’58 ’59 ’60 ’61 ’62 ’63

a Rights offering.
Notes: ○b Free distribution of shares.
○

New divisor＝Previous day’s divisor×

Previous day’s total stock price±total ex rights portion
Previous day’s stock price total＝Previous day’s divisor×�� 1±

Total ex rights portion�Previous day’s stock price total �Chap. IV The Stock Secondary Market

65

2002.) Under such circumstances, dividend yields cannot be computed tostart with, and the level of stock prices becomes irrelevant as an indicator forinvestment.
As highly profitable corporations increase their capital by reinvesting theirearnings instead of issuing new shares, their per share profit increases andthe price of their stock also rises proportionately thereto. If their stock pricerises too high, small investors cannot buy their shares, with the result that themarketability and liquidity of their shares suffer. Therefore, such corporations seek to recover the marketability of their shares by lowering their stock
prices by means of stock split-ups or stock dividends—forms of issuing newshares that do not require payment for the new shares.
If this kind of capital management policy is adopted, such practice isbound to affect the stock price indexes. Assuming that other conditions remain unchanged, a two-for-one stock split would halve the price of suchshares. However, since the number of shares a shareholder of such a corporation holds would double as a result of the two-for-one split while the stock
price is halved, the total market value of the shares held by such a shareholder would not change at all. The Dow scaled average represents the average oforiginal stock prices as seen from the standpoint of shareholders prior to thestock split. The Dow Jones Industrial Average is computed by changing thedivisor each time a stock price declines due to a stock split or an issuance of
new shares that does not accompany payment.
5. Stock Prices and Indicators for Investment (2)In Japan, the Nihon Keizai Shimbun (the Nikkei Daily) has devised several
Dow indexes (the Nikkei average), typical of which is the Nikkei 225. This isa price-weighted equity index, which consists of 225 leading issues listed on
the TSE representing various industry groups. Whenever a stock split or dividend is reported or whenever any of the 225 issues is replaced by another,
DOW indexes (the Nikkei average) are computed using a revised divisor. The
Nikkei 225 started with a divisor of 225. Subsequently, however, the divisor
has continued to decrease and dropped to 26.950 on October 30, 2017, withthe result that its multiple has risen to 8.35. This means that when the simple
average of the stock prices of the 225 issues rises or falls ¥20, the Nikkei average will increase or decrease ¥167. The Dow scaled average is designed torestore the continuity of stock prices on the basis of the total market value oforiginal shares held by an existing investor when a stock split or an issuanceof new shares that does not accompany payment is conducted. However, it
actually reflects the rise or fall in the simple average of stock prices at a scale
several times larger than what occurred.

66

Chap. IV The Stock Secondary Market

Chart IV-5.

Transitions in Stock Prices
Nikkei average (left)
JPX Nikkei 400 (left)(Points)

TOPIX (right)(Points)

25,0002,500

20,0002,000

15,0001,500

10,000

1,000

5,000

02

03

04

05

06

07

08

09

10

11

12

13

14

15

16 17
(Year)

500

Note: The record date of JPX Nikkei 400 is August 30, 2013 (base value of 10,000 points).
Data: Bloomberg
Source: Japan Securities Dealers Association.

Chart IV-6.

Amounts of Trades on the TSE
Total trading amounts on TSE (right)
Daily average trading values on TSE (left)(trillions of yen)(billions of yen)
4,000

800

3,500

700

3,000

600

2,500

500

2,000

400

1,500

300

1,000

200

500

100

0

02

03

04

05

06

07

08

09

10

11

12

13

14

15

16

0

(Year)

Notes: 1. Total of domestic stocks.
2. In July 2013, the cash equity market of the former Osaka Securities Exchange was integrated
into the Tokyo Stock Exchange.
Source data: Japan Exchange Group.
Source: Japan Securities Dealers Association.

Chap. IV The Stock Secondary Market

67

Acknowledging that the Nikkei average no longer reflects fairly thechanged market reality brought about by the information technology (IT)boom, in April 2001 the Nihon Keizai Shimbun (Nikkei) replaced as many as
34 issues out of the 225 issues at a stroke. However, as the stock prices of ITrelated issues fell sharply in June of the same year, the new Nikkei average
dropped more sharply than the old Nikkei average would have. Furthermore,as the Nikkei average is an unweighted average computed on the basis ofsimple average stock price per share, it is strongly affected by a rise or fall in
the prices of scarce stocks or high-priced stocks. This is why market watchers pointed out the possibility of a manipulation of the stock index when
trading in the Nikkei stock index futures trading increased sharply in the firsthalf of the 1990s.
Market capitalization-weighted indexes that are designed to remedy theseshortcomings of the Dow average are the New York Stock Exchange Composite Index, Standard & Poor’s (S&P) 500 index, and the TOPIX (Tokyo
Stock Price Index). TOPIX represents the total market capitalization of all issues listed on the First Section of the TSE computed based on the assumptionthat market capitalization as of the base date (January 4, 1968) is 100.
TOPIX has the following characteristics: (1) it covers all issues listed on
the First Section of the TSE and therefore has become an index that reflects
changes occurring in the country’s industrial structures and stock pricetrends, and it is an index which can avert the discontinuity that might occur
when its component issues are replaced by others; (2) it allows one to easily
determine changes in market size from the perspective of market capitalization; and (3) it is weighted by the number of shares of listed issues and therefore is relatively immune to a rise or fall in the prices of scarce stocks or
high-priced stocks. Since January 6, 2014, the Japan Exchange Group has
been announcing the JPX-NIKKEI 400 Index, which is composed of companies that meet requirements of global investment standards, such as efficientuse of capital and investor-focused management perspectives.
6. Stock Prices and Indicators for Investment (3)As room for the discretionary implementation of capital management policy
grew and diversified, the weight carried by capital gains in determining an
investment policy increased and the importance of dividends or return on investment as an indicator for investment decreased. Consequently, the comprehensive yield that adds dividends to capital gains has come to be adopted
as an index. In addition, a growing number of investors have come to value
the price earnings ratio (PER), which is the quotient of the per share stock
price divided by profit, i.e., a reciprocal of return on investment.

68

Chart IV-7.

Dividend Yields of TSE First Section Companies

2008/92010/9Chap. IV The Stock Secondary Market

%
3.00
2.50
2.00
1.50
1.00
0.50
2017/92017/3

2016/92016/3

2015/92015/3

2014/92014/3

2013/92013/3

2012/92012/3

2011/92011/3

2010/3

2009/92009/3

2008/3

2007/90.00

Source: Japan Exchange Group.

Chart IV-8.

Transition in Average PER (simple average) of Stocks on the TSE First
Section(times)
100
80
60
40
20
0

02

03

04

05

06

07

08

09

10

11

12

13

14

15
16
(Year-end)

Note: End of 2002 and 2009 are blank, since the total net profit after tax per share was a negative figure.
Source data: Japan Exchange Group.
Source: Japan Securities Dealers Association.

Chap. IV The Stock Secondary Market

69

The reason behind the growing popularity of PER as an index for investment was the concept of“growth stocks.”In other words, as these corporations with high growth potential continued to follow financial policies thatvalued retained earnings and reinvestment of profit, dividend yield (a traditional index for investment) decreased, making it difficult for brokeragefirms to put out buy recommendations on such shares. A phenomenon representative of this was what was known as the yield revolution—in which dividend yield fell below bond yield—that occurred in the United States in 1958.
In Japan, also, a similar situation occurred in the 1960s.
In such a situation, there was a need to link the growth potential of a corporation to the level of its stock price one way or another in order for brokerage firms to put out buy recommendations on such shares, and the answer
was the PER. In other words, the PER shows multiples of earnings at which
the underlying shares are bought and sold. Therefore, when the shares of acorporation have a high PER, it means that the market believes that the corporation has high growth potential. Actually, securities companies compare
the PER of an issue with the industry average or with other issues in the same
industry group to measure whether the issue is overvalued or undervalued.
What is more, the PER is used not only as a stock price index of individual
issues but also as a measure to compare the stock price level of a country
with the levels of other countries. Today, it has thus become one of the typical stock price indexes.
However, while stock yield can be compared with an objective index, suchas market interest rate, the PER has a drawback in that it can be comparedwith other indicators only relatively. For instance, as is often pointed out, thePER of the S&P 500, one of the major stock indexes of the United States, has
moved between 15 and 30 since the war, but the Nikkei 225 of Japan has risen as high as 80 or more in the past. (On October 30, 2017, the unconsolidated PER of the TSE First Section stood at 18.0.) It has been analyzed that thedifference between the levels of the PERs of the two countries was attributable to the difference in the business accounting system (notably, the methodof depreciation) and the cross-shareholding system of Japan. It is possiblethat these factors affected the PER level of Japan. More importantly, however, was the fact that there was no valid PER level to start with.
7. Stock Prices and Indicators for Investment (4)While the PER shows the relationship between per share earnings and stock
prices, earnings vary depending on the method used to calculate them. Particularly, depreciation expenses associated with capital investments are deducted from taxable income (which, therefore, cuts into earnings), but such

70

Chap. IV The Stock Secondary Market

Chart IV-9.

PBRs of TSE First Section Companies(times)
1.4
1.2
1.0
0.8
0.6
0.4
0.2
2017/92017/3

2016/92016/3

2015/92015/3

2014/92014/3

2013/92013/3

2012/92012/3

2011/92011/3

2010/92010/3

2009/92009/3

2008/92008/3

2007/90.0

Source: Japan Exchange Group.

PER＝Stock price
Per share after-tax income

PBR＝Stock price
Per share net asset value

PCFR＝Stock price
After-tax income + depreciation charges－(dividend + officers’bonus)

investments contribute significantly to future earnings. Therefore, a stock
price index based on earnings could sometimes mislead investors when they
make an investment decision.
The price cash flow ratio (PCFR) is an index designed to reflect the growthpotential of a corporation based on its share price. The PCFR is computed by
dividing the stock price by the sum of the after-tax income and depreciation
expenses for the term, minus any dividends and executive officers’bonuses.
Since depreciation expenses are retained and reinvested at a later date, they
are an important factor to take into account when assessing the growth potential of a corporation, as they indicate its real earnings and cash flow.
The PCFR is generally used in comparing the stock price of a corporation
with the stock prices of other corporations in the same industry group andparticularly in evaluating the stock prices of high-tech corporations whose
future competitiveness is largely determined by the scale and components of
their capital investment.
Another frequently used index for investment is the price book value ratio(PBR), which shows the relationship between the net asset value owned by a

Chap. IV The Stock Secondary Market

71

corporation and its stock price. The PBR of a corporation is computed by dividing its stock price by the value of net assets per share. The net assets of acorporation represent the sum of the capital and earned surplus, etc., which iscalled equity capital, and they are computed by deducting liabilities (debt,etc.) from the total assets listed on the debit side of the balance sheet. In otherwords, it is the net assets that would remain after repaying all the debts of acorporation out of the proceeds of its assets when the corporation is dissolved
at a certain point in time. Hence, the PBR is an index that compares the stock
price of a corporation prevailing at a given time with its liquidation net asset
value per share. If the PBR of any corporation falls below one (or below its
liquidation net asset value per share), the stock price of such a corporation isoften considered undervalued.
It is to be noted, however, that the use of the PBR as an index for investment is based on the assumption that it reflects the actual book value of theissue. If the actual asset value of the land and shareholdings of a corporation
falls below the book value of the land and shareholdings on account of an
unrealized loss, the stock price of such issue, even when its PBR is below
one, cannot be considered undervalued. If such a situation arises, and thestock market functions efficiently to a certain degree, corporations will likely
seek actively to merge with or acquire (M&A) another corporation. In fact, astring of corporate mergers and acquisitions did take place on the U.S. stock
markets when Tobin’s q (a modified version of the PBR) fell below one. The
PBR of the First Section of the TSE stood at 1.41 on October 30, 2017.
8. The Margin Trading System (1)Shinyo torihiki (margin trading) is a system crafted on the model of the margin trading conducted in the United States and was introduced into Japan inJune 1951 with a view to stimulating speculative demand for securities trading. Margin trading is a transaction in which an investor can buy a certain
number of shares of a stock or sell shares which it does not own, with funds
or shares borrowed from a Financial Instruments Business Operator (securities company) by depositing a margin with the Financial Instruments Business Operator. On the other hand, the Financial Instruments Business Operator that receives such an order must settle the transaction on the fourthbusiness day from the date of such transaction. As there was no adequate
stock lending market or securities financing market in Japan in the earlydays, a securities finance company was created to help Financial Instruments
Business Operators reduce their burden of having to provide cash or stock
certificates for the settlement of such margin trading. This is called the Loansfor Margin Transactions.

72

Chap. IV The Stock Secondary Market

Chart IV-10.

Outline of Margin Trading and Loans for Margin Transactions
Financial
institution,etc.

Call broker
Call money
System participant(bank, etc.)
deposit receipt

Call money procurement

Application for borrowing stock

Securities finance
Financial instruments
companybusiness operator, etc.
Stocksprocurement

Lending stock

Call money

Funds
procurement

Application forborrowing stock(Sale consignment)

Financial instruments
business operator

Margin transaction
selling customer

Lending stock

Japan Securities
Clearing Corporation

Execution of sell order

Loan

MarketExecution of buy order

Application for loan

Financial instruments
exchange

Loan

Financial instruments
business operator

Margin transaction
purchasing customer(Purchase
consignment)
Loan application

Bank ofJapan◦Standardized margin trading (between a customer and a Financial Instruments Business Operator)
Collateral: Shares bought (or the proceeds from the sale of shares sold)Margin: 30% or more of the market price of the shares bought (or sold) on margin. (When a substitutesecurity is deposited, such security will have a collateral value of up to 80% or less of its
market price.) However, the minimum amount of the margin in all cases is ¥300,000.
◦Loans for margin transactions (between a Financial Instruments Business Operator and a securities finance company)
Collateral: Shares bought (or the proceeds from the sale of shares sold)
Guarantee deposit: 30% or more of loan balance (or the lending stock balance) (When a substitutesecurity is deposited, such security will have a collateral value of up to 80% of its
market price.)◦Call money share collateral deposit receipt system (participating in the system are securities financecompanies, call money dealers, companies affiliated with the deposit receipt system, financial instruments exchanges, and the Bank of Japan).
Under this system, stock certificates pledged as collateral for a loan for margin transaction received
by a securities finance company (only such issues recognized as appropriate by the Bank of Japan) aretransferred to the account of a financial instruments exchange opened with the Japan Securities
Depository Center and the securities finance company takes in call money by pledging as collateral thedeposit receipt issued by the financial instruments exchange based on the aforesaid stock certificates.
This deposit receipt also serves as collateral security when a call money dealer borrows funds from the
Bank of Japan. In other words, a system is in place to have the funds necessary for the loan transaction
to be provided by the Bank of Japan to a securities finance company through a call money dealer withstock certificates as substantial collateral security.
Note: The margin rate and the ratio of collateral value above may change based on margin trading regulations.

Chap. IV The Stock Secondary Market

73

The loan for margin transaction is where a securities finance company
lends a Financial Instruments Business Operator, who is a participant of a financial instruments exchange, funds or stock certificates that are associatedwith margin trading issues and that are needed to settle a margin transaction,
through the settlement organization of the financial instruments exchange.
The securities finance company can save costs and expenses by internallyoffsetting applications for a loan of shares of a certain stock against those forlending shares of the same stock—more specifically, by lending the money itcollects from a margin selling investor (or stock certificates it collects as collateral from a margin buying investor). When a shortage of funds develops
after offsetting, the securities finance company meets the shortage by borrowing the amount of such shortage from a bank, the call market, or the Bankof Japan. When a shortage of stock certificates develops after offsetting, thesecurities finance company may borrow them by inviting bids from Financial
Instruments Business Operators and institutional investors (see the chart on
the next page). Issues for margin trading purposes are selected from among
listed stocks based on standards set by the financial instruments exchange.
Stocks that can be margin traded or lent for margin trading purposes can be
categorized into trading issues, which can be used for both trading and loans,and loanable issues, which are used only for loans. Loanable issues are selected from the perspective of ensuring liquidity to handle speculative demand based on the number of tradable shares or the number of shareholders.
Moreover, there are added restrictions on the amounts of stocks that can beborrowed.
The securities finance companies are special financial institutions on the
securities market established in February 1950. They began operating loantransactions in line with the introduction of the margin trading system in June
1951. Since the role of securities finance companies on the securities market
increased thereon as margin trading expanded, to strengthen their function,
the government introduced a licensing system in April 1956, requiring securities finance companies to be authorized by the Minister of Finance (currently, the Prime Minister). Since then, there has been significant consolidation among securities finance companies that had been established onregional stock exchanges. As of September 30, 2017, Japan Securities Finance (JSF) alone handles loans for margin transactions as designated byeach of the stock exchanges in Tokyo, Nagoya, Sapporo and Osaka.
9. The Margin Trading System (2)Based on the amendments to the Securities and Exchange Act in 1998, therestrictions on Financial Instruments Business Operators borrowing stock

74

Chap. IV The Stock Secondary Market

Table IV-4.

Comparison of Standardized and Negotiable Margin TradingStandardized margin trading

Margin deposit

Negotiable margin trading

30% or more of trade contract value 30% or more of trade contract value

Loan rate (negative interest) Rate set by the financial instruments Determined between the investor
exchange
and the Financial Instruments Business Operator
Repayment due date

Up to six months

Eligible issues

Issues selected by the financial in- In principle, all listed stocks
struments exchange

Rights processing

Method set by the financial instru- Determined between the investor
ments exchange
and the Financial Instruments Business Operator

Financing (loan transaction) Available

Determined between the investor
and the Financial Instruments Business Operator

Not available

Source: Complied using data from the website of the Japan Exchange Group, etc.

without going through securities finance companies and on borrowing andlending stock between themselves (the so-called stock lending market) werelifted. At the same time, the regulator approved negotiable margin trading, allowing Financial Instruments Business Operators to freely determine prices,interest rates, and contract terms between themselves and their customers. At
this juncture, those margin tradings backing loans for margin transactions forwhich the financial instruments exchanges determine prices, interest rates,
and contract terms on their markets came to be called standardized margintransactions (see Table IV-4). Negotiable margin trading became increasingly
popular after they started to be used in Internet trading in Japan in 2003, andsuch transactions have come to account for about 20% of all margin purchasebalances in recent years.
Looking at the proportion of loan balances in margin stock buying balances, the dependency of Financial Instruments Business Operators on loans for
margin transactions almost uniformly declined up to 1988 because of theirgrowing ability to finance themselves primarily out of their internal reserves.
However, the market’s dependency on loans for margin transactions began torise again in the 1990s, due to factors including the deterioration in the financial positions of Financial Instruments Business Operators following the
burst of the economic bubble, the emergence of Internet trading, and a recovery in stock market prices starting in 1999. In 2005, the dependency of Financial Instruments Business Operators on loans for margin transactions
neared the 50% mark. Since then, the dependency on loans for margin trans-

75

Chap. IV The Stock Secondary Market

Chart IV-11.

Margin Buying Balances (standardized and negotiable trading) and Loan/
Selling Balances(trillions of yen)

(%)

100
90
80
70
60
50
40
30
20
10
0

60
50
40
30
20
10
70 72 74 76 78 80 82 84 86 88 90 92 94 96 98 00 02 04 06 08 10 12 14 16

0(year)

Standardized margin
buying balance

Negotiable margin
buying balance

Stock lending loanbalance

Loan balance/selling balance(total of standardized and negotiable
system balances, units on right axis)

Note: Previous to 2012, figures included the margin balances of companies listed on the Osaka Securities
Exchange.
Source: Complied using data from the website of the Japan Exchange Group, etc.

Chart IV-12.

Margin Selling Balances (standardized and negotiable trading) and Loan/
Stock Lending Balances(trillions of yen)
16
14
12
10
8
6
4
2
0

70 72 74 76 78 80 82 84 86 88 90 92 94 96 98 00 02 04 06 08 10 12 14 16

(%)
90
80
70
60
50
40
30
20
10
0

(year)

Standardized margin
buying balance

Negotiable margin
buying balance

Stock lending loanbalance

Stock lending balance/selling balance(total of standardized and negotiable
system balances, units on right axis)

Note: Previous to 2012, figures included the margin balances of companies listed on the Osaka Securities
Exchange.
Source: Complied using data from the website of the Japan Exchange Group, etc.

76

Chap. IV The Stock Secondary Market

actions has taken a downward path because of the greater diversification offinancing sources for Financial Instruments Business Operators. On the other
hand, looking at the balance of shares used in lending transactions, the traditionally small amount of margin sales began to rise in the latter half of the
1990s as institutionalization of stock markets became active and cases of Financial Instruments Business Operators borrowing shares from securities finance companies on their own proprietary accounts to settle buy orders increased. By 2000, the dependency of Financial Instruments Business
Operators on loans for margin transactions had risen to 70%. Since then, thisdependency has continued to fall because of the expanding number of sources of stock lending following the lifting of restrictions on the stock lending
market.
The margin trading system and margin deposit operations of securities finance companies have changed and diversified along with the developmentof the securities market in Japan. The margin trading system was revised frequently to expand the number of available issues as a measure to invigorate
the market, with the Second Section issues being added in December 1991
and the OTC introducing a margin trading system in October 1997. Margindeposit operations have changed as well. A financing system using loanableissues for margin transactions for non-loanable issues was introduced in October 1995, and loans for margin transactions became available for the JASDAQ market in April 2004. Furthermore, a commercial financing system became available for Financial Instruments Business Operators that neededcash to settle their margin buying trades in negotiable margin transactions.
In addition to their licensed-based loans for margin transactions business,securities finance companies also (1) offer collateral loans for bonds and general collateral loans to Financial Instruments Business Operators or their clients, (2) run a commercial stock lending business other than the loans for
margin transactions for financial instruments companies, and (3) act as intermediates in bond lending transactions.
10. Diversification of the Securities Trading System
The basic function of the stock market is to efficiently allocate funds by finding a price at which all demands are matched with the supply available. At astage when information technology (IT) was not fully developed, there was aneed to concentrate securities trading in one place in order to achieve that
purpose. In fact, a number of stock exchanges had been established in different regions to the extent that transactions in each region could be concentrated at the respective exchange, and listed securities were required to be tradedon these stock exchanges. In an environment where dissemination of infor-

77

Chap. IV The Stock Secondary Market

Chart IV-13.

Trading Amounts of Exchange Transactions and OTC Transactions(trillions of yen)

(%)

900

12

800

10

700
600

8

500

6

400
300

4

200

2

100
0

2005

2006

2007

Exchange transaction

2008

2009

2010

OTC transaction

2011

2012

2013

2014

2015

0
2016
(year)

Percentage of OTC transactions to total transactions(right axis)

Source: Japan Securities Dealers Association.

Chart IV-14.

Breakdowns of OTC transactions(trillions of yen)

(%)

100

70

90

60

80

50

70
60

40

50

30

40
30

20

20

10

10
0

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

Amounts of trades other than PTS
Amounts of PTS trades
Percentage of PTS against OTC transactions (right axis)
Source: Japan Securities Dealers Association.

0
2016(year)

78

Chap. IV The Stock Secondary Market

mation, communication of orders, and processing of transactions incur costs
and cannot be conducted in a timely manner, no arbitrage transaction—apractice that plays the role of eliminating a price difference—could sufficiently take place even if an opportunity arose to make a profit by taking advantage of a difference in the price of one and the same stock between stock
exchanges. Under such circumstances, it became necessary to concentrate securities trading on the stock exchange to avert the occurrence of what is
known as the“fragmentation of the market.”
However, the securities markets have shifted to computerized trading systems thanks to the development of information technology, and stock exchanges where orders are processed manually on the trading floor have become a rarity in the world. That is, elements of securities trading, i.e.
integration of trading information, transmission and execution of orders, delivery of securities, settlement, and custody, are integrated by the computer
networks and processed in real time, realizing an environment in which balanced prices can be found even through a dispersed computer network installed at markets in multiple locations. The idea of market operation basedon such an infrastructure of securities trading is called inter-market competition. Meanwhile, given the growing number of institutional investors in the
securities market, the need for a guarantee of anonymity and for a trading
system designed to minimize the market impact cost has increased, and special forms of trading, such as large-lot transactions and basket transactions,have also increased. As complex trading rules can be instituted without difficulty in a computerized trading system, a trading system capable of meetingsuch needs can be provided at a low cost.
These technological innovations make it difficult to distinguish the trading
systems provided by private companies from those provided by the traditional securities exchanges. In the United States, the Securities and Exchange
Commission (SEC) has acknowledged the similarity of functions performedby the two types of trading systems and has adopted the Alternative Trading
System (ATS) and has authorized the Electronic Communication Network(ECN), a type of ATS, as a securities exchange. Also in Japan, the regulators
have authorized negotiated trading in listed securities following the lifting of
the ban against off-exchange securities trading and have added a Proprietary
Trading System (PTS) to the types of securities business that can be handled
by securities companies.

CHAPTER V
New Issues of Bonds in the Primary Market

1. Types of Bonds
The term“bonds”generally refers to debt securities issued by governments
and other public entities as well as by private companies. The issuance ofbonds is a means of direct financing, through which the issuer raises funds,
but, unlike equity financing, the issuer has an obligation to repay the principal at maturity. Bonds are classified by type of issuer into government debt
securities, municipal debt securities, government agency bonds, bank debentures, corporate bonds (industrial bonds), and foreign bonds.
Government debt securities are those issued by the national government,
and they are classified as short-term bills (maturing in one year or less), medium-term notes (maturing in two to five years), long-term bonds (maturing
in six to ten years), or superlong-term bonds (maturing in ten years or more)
to distinguish an issue’s term to maturity. In fiscal 2002 (ended on March 31,2003), the government introduced the STRIPS and (variable-rate) retail tenyear Japanese government bond (JGB) programs. Under the former program,the principal and individual interest payment components of JGBs designatedby the Ministry of Finance as STRIPS bonds may be traded as separate zerocoupon government bonds (all fixed-rate JGBs issued on and after January
27, 2003 are eligible for the program). Subsequently, the government started
issuing ten-year CPI (consumer price index)-linked bonds, five-year bonds
for retail investors, forty-year fixed-rate bonds, and three-year bonds for retail investors in fiscal 2003, 2005, 2007, and 2010 respectively. Municipal
debt securities can be roughly divided by type of funds into“public sector
funds”and“private sector funds.”The former are raised through fiscal loan
funds and Japan Finance Organization for Municipalities, while the latter areraised in the public market or underwritten by banks and other financial institutions. Among these funds, the funds raised in public markets are divided
into nationally placed municipal bonds, jointly offered local government
bonds, and municipal bonds targeting local residents (mini-local bonds).
While the municipal bonds underwritten by banks and other financial institutions are called bank, etc. underwritten bonds, they come in two types, funds

Kinko bonds

Bank debentures

Yen-denominatedforeign bonds andforeign currency
denominated foreign bonds

Corporate bonds with equity warrant
Corporate bonds with equity warrantof the convertible bond type

Central Cooperative Bank for Agriculture and Forestry(Norin Chukin Bank)/ Shinkin Central BankInternational organizations and foreign governments, etc.

Business corporations at large

Nippon Telegraph and Telephone Corporation (NTT)/ Nippon Hoso
Kyokai (NHK: Japan Broadcasting Corporation)
Electric power companies, etc.
Business corporations at large

Independent Administrative Institutions (Urban Renaissance Agency,etc.), Koko (Financial Corporation for Municipal Enterprises, etc.)
Special corporations (Kansai International Airport)

Private debt securities

Note: Local government bonds represent debt issued under local government laws and fiscal policies. However, only those publicly placed or underwritten bybanks or other financial institutions based on the issue of debt securities are included in public bonds.

Bonds

Power (or utilities) bonds
General industrial bonds

OthersGovernment-guaranteed debts
Bonds issued by Treasury investment andloan agencies
Privately placed agency bonds

Local public bodies

Government

Government bonds for individual investors
Consumer price index government bonds
Variable-rate government bonds
Superlong-term government bonds
Long-term government bonds
Medium-term government securities(or notes)
Short-term government bonds
Public bonds

Corporate bonds
with equity warrant

Straight bonds

Government
agency bonds

Municipal debt
securities

Government debt
securities

Types of Bonds

Chart V-1.

80
Chap. V New Issues of Bonds in the Primary Market

Chap. V New Issues of Bonds in the Primary Market

81borrowed on deeds from banks and other financial institutions or debt securities issued in the market. Government agency bonds are debt securities issued by various government-affiliated entities, such as independent administrative agencies. Agency issues with a government guarantee are categorized
as government-guaranteed bonds. On the other hand, non-guaranteed government agency bonds can be further divided into Fiscal Investment and Loan
Program (FILP) agency bonds that are publicly placed bonds and privately
placed bonds issued by certain special financial institutions. The three categories of debt securities mentioned above are sometimes collectively called“public bonds.”Bank debentures are debt securities issued by certain banking institutions under special laws. They are principally issued in the form
and maturities of five-year interest-bearing and one-year discount debentures.
In addition, as bank debentures and government agency bonds fall within the
category of“debentures issued by a juridical person under a special Act”
stipulated in Article 2, Paragraph 1, Item (iii) of the Financial Instruments
and Exchange Act, they are sometimes called“special debts (tokushusai).”
Corporate bonds are those issued by private-sector companies and are also
known as industrial bonds. In addition to nonfinancial enterprises, banks andconsumer finance companies may also issue corporate bonds. Foreign bonds
are defined as debt securities issued in Japan by non-Japanese governments
or corporations. Those denominated in yen, in particular, are separately classified as yen-denominated foreign bonds.
2. Issuing Status of Bonds
The total value of public and corporate bonds issued in fiscal 2016 decreased
approximately 1.5% from the previous year to ¥197.2 trillion. The breakdown of issuance is described below. Of this amount, ¥168.0 trillion, orroughly 85% of the total value, was accounted for by government bonds, underscoring their dominant presence in the public and corporate bond market
in Japan. Up until fiscal 2008, JGB issuance had been on a decline alongwith the upswing in the central government’s financial position, but given thedeterioration in the government’s finances caused by the slump in the economy following the Lehman Shock in September 2008, it has been on the upswing since fiscal 2009. JGB issuance can be broken down into superlongterm government bonds (¥33.0 trillion); long-term government bonds (¥35.2
trillion); medium-term government notes (¥60.5 trillion); treasury bills (¥25.0
trillion), and bonds for retail investors (¥4.6 trillion).
In fiscal 2016, ¥6.2 trillion worth of municipal bonds were publicly offered. The volume of issuance continues to be at a high level although it has
been on a slight decline since fiscal 2013. The continuing high level is basi-

82

Chap. V New Issues of Bonds in the Primary Market

Table V-1.

The Value of Bonds Issued(¥100 million)

Total of public
Government
Government
Superlong-termLong-term
Inflation-indexedbonds publicly
securities sold on
bonds
government bonds government bonds government bonds
offeredthe market
FY
No. ofIssue
No. ofIssue
No. ofIssue
No. ofIssue
No. ofIssue
No. ofIssue
issues Amount issues Amount issues Amount issues Amount issues Amount issues Amount
78 1,736,700
78 1,632,759
9 347,870
4 355,190
1
21,394
2015
764 1,880,765
2016
701 1,822,141
78 1,680,014
78 1,600,274
9 330,399
4 351,724
1
17,272Medium term
Medium term
government bonds government bonds(5
year)(4, 2 year)
FY
No. ofIssue
No. ofIssue
issues Amount issues Amount2015
4 321,281
12 307,657
2016
4 308,782
12 296,542

Individual investor Short-term discount Bonds subscribed togovernment bonds government bonds by the Bank of Japan
No. ofIssue
No. ofissues Amount issues
36
21,36712
3645,55612Issue
No. ofAmount issues
258,000－
250,000－

Issue
Amount103,941
79,740GovernmentFILP agency
guaranteed bonds
bonds
No. ofIssue
No. ofIssue
No. ofIssue
issues Amount issues Amount issues Amount2015
406
67,71668
31,456212
44,893
2016
360
62,49379
31,069184
48,565FY

Municipal bonds

Corporate bonds withconvertible-bondtype subscription
FYrights/warrants
No. ofIssue
No. ofIssue
No. ofIssue
No. ofIssue
issues Amount issues Amount issues Amount issues Amount2015
353
71,572
348
69,412
1
500
4
1,660
2016
553 115,679
546 114,129
2
1,000
5
550
Total of privatebonds publicly
offered

Straight bonds

Asset backed
corporate bonds

Discount bank
Interest-bearing
debenturesbank debentures
No. ofIssue
No. ofIssue
No. ofIssue
issues Amount issues Amount issues Amount2015
91
23,6470
0
91
23,6472016
76
17,3800
076
17,380FYBank debentures

Nonresident bonds Yen-denominated(yen denominated) foreign bonds
No. ofIssue
No. ofIssue
issues Amount issues Amount2015
72
18,15972
18,1592016
47
16,22047
16,220FY

Total of bonds
No. ofIssue
issues Amount2015 1,280 1,994,143
2016 1,377 1,971,419
FY

Notes: 1. Amounts are in hundreds of million yen and decimal points have been rounded off.
2. The total of bonds is the aggregate of public bonds publicly offered, private bonds publicly offered, bank debentures,and nonresident bonds.
3. Public bonds publicly offered include government securities, municipal bonds, government-guaranteed bonds, andFILP agency bonds.
4. Private bonds publicly offered include straight bonds, asset backed corporate bonds, and corporate bonds with convertible-bond-type subscription rights/warrants.
Source: Japan Securities Dealers Association.

Chap. V New Issues of Bonds in the Primary Market

83

cally due to the deterioration in the fiscal position of local governments, resulting in the introduction of publicly offered municipal bonds targeting local
residents in fiscal 2001 and publicly offered joint local government bonds infiscal 2003.
Among government agency bonds, government-guaranteed bonds amounted to ¥3.1 trillion and FILP agency bonds and others came to ¥4.9 trillion.
Following the reform of the fiscal investment and loan program, the Government Housing Loan Corporation issued ¥50 billion worth of the first FILP
agency bonds in fiscal 2000. Since then, the combined value of FILP agency
bonds issued has grown considerably.
The amount of bank debentures issued stood at ¥1.7 trillion, continuing to
decline from the ¥43 trillion recorded in fiscal 1995. These were all interestbearing bank debentures and the issuance of discount bank debentures has
decreased sharply from the ¥30 trillion issued in fiscal 1995. No discount debentures have been issued since fiscal 2013. Behind this drop was the steadydecline in operations of long-term credit banks as suppliers of long-term capital to industry. Bank of Tokyo-Mitsubishi (now the Bank of Mitsubishi-Tokyo UFJ) ceased issuing bank debentures in March 2002, followed by similardecisions by Mizuho Corporate Bank in March 2007 and Aozora Bank in
September 2011.
The total issue value of corporate straight bonds has followed an upward
trend in issuance, reaching ¥10 trillion. The desire of companies to obtain asafe source of funding in the aftermath of the Lehman Shock had prompted
an increase in the issuance of straight bonds. Although issuance declined
somewhat thereafter, it started to grow in fiscal 2016 and increased to ¥11.4
trillion.
After recovering from the default on Argentine government debt in 2002,
the issuance of yen-denominated foreign bonds increased for several years.
Issuance of these bonds tends to fluctuate under the influence of such external factors as foreign exchange rates, and the amount issued in fiscal 2016was ¥1.6 trillion.
3. Methods of Issuing Public Bonds
Government securities are issued in the public market or directly to individual investors or underwritten by the public sector. This section deals with theformer two methods of issuance. When issued in the market, JGBs are primarily sold through public auctions based on competitive bidding on price (oron yield), as underwriting by syndicates was discontinued in fiscal 2006. In
accordance with the terms of offering set forth by the Ministry of Finance,
auction participants submit their bid prices and amounts, and they are then84

Chap. V New Issues of Bonds in the Primary Market

Table V-2.
MaturityType of issue

Categories of Government Securities

Short-term government bonds

Medium-term government bonds

Long-term government bonds

6-month, 1-year

2-year, 5-year

10-year

Discount government bonds

Interest-bearing government bonds

Minimum denomi- ¥10,000,000
nation¥50,000

Issuance method

Public auction BOJ switch

Public auction OTC sales (based on subscriptions to offering)Auction method

Price-competitive bidding
Conventional style

Price-competitive bidding Conventional style

Noncompetitive
Bidding, etc.

Non-price Competitive Auctions I Noncompetitive Bidding
Non-price Competitive Auctions I
Non-price Competitive Auctions IITransfer restriction Yes (Note 2)No

Issuance frequency 1-year discount bonds: monthly(FY2014 Plan)

Monthly

Maturity

Superlong-term government bonds

20-Year

30-YearType of issue

Individual investor Inflation-indexed Floating intergovernment bonds government bonds est rate government bonds
40-Year3 - y e a r, 5 - y e a r 10-year
fixed rate; 10-year
floating rate

15-year(Note 1)

Interest-bearing government bonds

Minimum denomi- ¥50,000
nation¥10,000

Issuance method

Public auction

OTC sales (based Public auction
on subscriptions tooffering)

Auction method

Price-competitive bidding
Conventional style

Noncompetitive
Bidding, etc.

Non-price Competitive Auctions I Non-priceNon-price Competitive Auctions II Competitive
Auctions II

Yield-competi- －tive bidding
Dutch auction

Transfer restriction No
Issuance frequency Monthly (Note 4)(FY2014 Plan)

Quarterly(Note 4)¥100,000－

Price-competitive －bidding
Dutch auction－

Non-price
Competitive
Auctions II－

Yes (Note 2)(Note 3)

No

Monthly

Quarterly

Not scheduled

Notes: 1. There have been no additional issues of 15-year floating rate JGBs since they were first issued in May 2008.
2. Short-term discount bonds are transferable only to corporations (including certain trustees); JGBs for individual investors are transferable only to individuals (including certain trustees).
3. Although inflation-linked bonds are not transferable to individuals, the transfer restriction has been lifted for inflationlinked bonds maturing in January 2016 and thereon effective January 2015, allowing holding of such bonds by individuals. The restriction on transfer to individuals applies to inflation-linked bonds maturing on or before December 31,
2015 even in and after January 2015.
4. The fiscal 2014 issuances of 20-year and 30-year bonds were, in principle, reopenings; bonds issued in March, April,and May were reopenings of the March issuance; those in June, July, and August were reopenings of the June issuance;
those in September, October, and November reopenings of the September issuance; and the issuances in January andFebruary 2015 were reopenings of the December 2014 issuance. The March 2015 issuance was partially the same issue
as the fiscal 2015 issuance. For 40-year bonds issuance, the May, August, November 2014 and February 2015 issuances were in principal all reopenings of the May 2014 issuance.
Source: Based on the Ministry of Finance, Debt Management Report 2016, p. 44.

Chap. V New Issues of Bonds in the Primary Market

85

Chart V-2. Organization of Underwriting Publicly Offered Municipal Bonds at a GlanceIssuerPublic offering agreement(back-office work related
to the issuance of bonds)

Underwriting and distribution agreement(underwriting of publicly offeredmunicipal bonds)
Municipal bond underwriting syndicate

Trustee
Subscription certificates and payment

Underwriting
agreement

Securities companies
City banks
Long-term credit banks
Regional banks
Trust companies
Second-tier regional banks
Shinkin banks

Purchase and payment

Distribution handlingagents (memorandumon handling
distribution)

Handling of distribution

Investors (institutional and individual investors)
Source: Daiwa Securities SMBC, Saiken-no joshiki (What Bonds are All About), 2009.

aggregated to determine the issue price and amount. Depending on the typeof securities to be auctioned, the issue price is set either in a conventional
auction, where bonds are issued to successful bidders at their respective bid
prices, or in a Dutch auction, where the issue price (yield) is set at the lowest
price (highest yield) among accepted bids. Other than competitive bidding,two-, five-, and ten-year fixed rate JGBs are also offered through a noncompetitive bidding process that facilitates small- and medium-sized bidders andthrough Non-price Competitive Auctions I and II reserved for special participants (21 companies are designated as of July 15, 2016). Private financial institutions handle subscriptions for individuals in offering JGBs for individuals and in offering two-, five-, and ten-year fixed rate JGBs under the new
over-the-counter sales approach.
To issue municipal bonds, a local public body must prepare a budget planthat defines the use of proceeds from the proposed bond issue and obtains theapproval of the local assembly. The actual issuance is also subject to consultation with the Minister of Internal Affairs and Communications (MlC) or thegovernor of the prefecture concerned (local bond consultation system). Even
when the issuer is authorized to issue a municipal bond, the proceeds of suchbonds can be used only for authorized projects - to finance a publicly run
corporation, for equity contributions and loans, and to roll over maturing

86

Chap. V New Issues of Bonds in the Primary Market

debts, etc. As of April 1, 2017, 35 prefectures and 20 cities “( designated cities”) that have been designated by an ordinance of the Ministry of Internal
Affairs and Communications have issued municipal bonds through public offerings. In most cases, the issuer negotiates the terms of issue with an underwriting syndicate that handles its public offering, under which the underwriting syndicate buys up whatever bonds remain unsold after the public
offering. Municipal bonds publicly offered on the joint primary market (municipal bonds jointly issued by 35 local public bodies) in and after fiscal 2003
are also handled by underwriting syndicates, but the municipal bonds targeted at local residents introduced in March 2002 generally commission local
financial institutions to handle the underwriting and subscription administration.
The issuance of government-guaranteed bonds is planned as part of the
Fiscal Investment and Loan Program, and annual ceilings on the issue
amount must be approved by the Diet. They are issued by way of either anunderwriting syndicate or issued by separate and individual bidding by competing underwriters. In the former method, the terms of issue are determinedbased on the results of recent JGB monthly competitive bidding. In the latter,
the terms are bid for competitively along with the lead managing underwriterfor the offering. FILP agency bonds are also issued as interest-bearing bonds,
and in issuing them, the issuing agency usually selects a lead managing underwriter which, in turn, forms an underwriting syndicate.
4. Methods of Issuing Corporate Bonds
The issuance of straight bonds had in the past been subject to strict regulations, and the corporate bond trustee system was the core of those regulations. Against the backdrop of the main bank system in Japan at the time, thebanks had an extremely strong influence on individual corporate straightbond issues under the corporate bond trustee system. Even in the overall corporate bond primary market, banks had a greater voice than securities companies. However, as the role played by the corporate bond trustee system declined in the 1980s, the Commercial Code was amended in 1993 to
drastically change the system, and regulations on the issuance of corporate
bonds have been substantially eased.
The issuing corporation appoints managing underwriters and other underwriters that together constitute an underwriting syndicate, a bond manager ora fiscal agent, and providers of other relevant services and obtains a preliminary credit rating. When preparations are completed, the underwriting syndicate, under the leadership of managing underwriter, conducts pre-marketingin order to build a book for the bonds. Along with this process, the issue

Chap. V New Issues of Bonds in the Primary Market

Table V-3.

87

Corporate Bonds Offering Amounts by Ratings(millions of yen, %)FY 2011

FY 2012FY 2013

No. ofIssue
Proportion No. of
Issue
Proportion No. of
issues Amount of issuance issues Amount of issuance issues

Issue
Proportion
Amount of issuance

AAA

23

480,000

6.0

270,0000.9

260,000

0.8

AA＋

24

620,000

7.7

41965,000

12.0

53 1,170,000

14.8

AA

41

888,000

11.1

76 1,648,000

20.6

60 1,240,000

15.7

AA－

66 2,140,400

26.7

79 2,171,400

27.1

71 1,527,000

19.4

A＋

59 1,546,000

19.3

46

896,000

11.2

66 1,089,000

13.8

A

73 1,219,000

15.2

80 1,569,000

19.6

77 1,611,000

20.4

A－

44

8.3

37

338,000

4.2

54

9.7

665,000

767,000

BBB＋

28

321,000

4.0

23

278,100

3.5

24

265,000

3.4

BBB

17

147,600

1.8

10

78,4001.0

13

153,600

1.9

BBB－

0

0

0.0

0

0

0.0

1

1,400

0.0

375 8,027,000

100

394 8,013,900

100.0

421 7,884,000

100.0

Total

FY 2014

FY2015FY2016

No. ofIssue
Proportion No. of
Issue
Proportion No. of
issues Amount of issuance issues Amount of issuance issues

Issue
Proportion
Amount of issuanceAAA345,0000.5

18577,000

8.0

25

850,800

7.5

AA＋

34

845,000

9.9

19326,000

5.0

32

495,000

4.4

AA

50

900,000

10.5

37

870,000

13.0

64 1,168,000

10.3

AA－

69 1,450,000

16.9

46

688,000

10.0

86 1,535,000

13.6

A＋

81 1,487,000

17.3

70 1,573,000

23.0

87 2,266,000

20.1

A

67 1,349,600

15.7

58 1,133,000

17.0

82 1,722,000

15.2

A－

63 1,352,000

15.8

52 1,508,000

22.0

85 2,457,000

21.7

BBB＋

25 1,071,000

12.5

21

165,000

2.0

27

236,000

2.1

BBB

6

73,0000.9

220,0000.0

12571,500

5.1

BBB－

0

0

0.0

0

0

0.0

0

0

0.0

398 8,572,600

100.0

323 6,860,000

100.0

500 11,301,300

100.0

Total

Note: Compiled based on the date of terms of issue. Transportation and broadcast bonds are included.
The highest credit ranking from an agency is used.
Source: I-N INFORMATION SYSTEMS, LTD.

88

Chap. V New Issues of Bonds in the Primary Market

Chart V-3.
IssuerUnderwriting

Mechanism of Underwriting Corporate Bonds

Agreement commissioning the management of bond/Financial agent agreement*

Bond management company/
financial agent*

Underwriting agreement (purchase agreement/underwriting and public
offering agreement)

Underwriter

Memorandum among
the underwriters

Underwriting syndicate

Underwriting agreement

Distribution
Investors
Note: *The issuer signs this agreement with a trustee company in the case of a mortgage bond.
Source: Daiwa Securities SMBC, Saiken no joshiki (What Bonds Are All About), 2009.

terms of the bonds are finalized and the offering begins. The book-building
method is one under which the lead managing underwriter asks syndicate
member companies to survey investors’interest in the bonds and then decides
on the issuing terms on the basis of the findings of that survey. Recently,
many issuers have employed“spread pricing,”a method under which the interest of investors is measured in terms of a spread over the yield of a JGB oran interest rate swap with the same term, to determine the issuing rate.
During recent years, annual corporate straight bond issuance has remained
around the ¥8 trillion mark and featured mainly issues with high ratings anda notably small proportion of issues with a low rating. The reason behind thistrend is that major institutional investors have limited their investment in corporate bonds to issues with ratings of A or higher. Conversely, most of the issuers of BBB rated bonds are infrastructure-related companies, such as railways and telecommunications, some of which target the retail investor
market. Furthermore, in contrast to the United States, there are hardly any
BB rated or lower corporate bonds with high yields in the primary market. In
2009, to stimulate the overall corporate bond market, the Japan Securities
Dealers Association (JSDA) formed the Study Group to Vitalize the Corporate Bond Market, in which a wide range of measures are being discussed
regularly by representatives of securities companies, financial institutions,institutional investors, and related bodies.
Among bank debentures, discount bank debentures used to be issued primarily by Mizuho Bank, Aozora Bank and Shinsei Bank in the past, but issu-

Chap. V New Issues of Bonds in the Primary Market

89

ance has been suspended in recent years. Among other categories, interestbearing bank debentures are issued in two ways: issuing debentures througha public bond offering on a fixed day and selling them during a certain selling period. In recent years, issuance of these debentures has been on the decline because of the increased diversification of funding sources.
5. Credit-Rating Agencies and Rating of Bonds
Credit rating is a classification of credit risk, indicated by a rating symbol
based on measurement of the certainty of payment of the principal of, and interest on, a bond, and it is ordinarily given by an credit-rating agency specializing in rating credit. Originally, the system developed in the bond market of
the United States and is believed to have taken root during the Depression of
the 1930s. It was introduced to Japan in the 1980s, and today, obtaining acredit rating has become a general practice among issuers of corporate bonds.
In assigning a credit rating to a given bond issue, a credit-rating agency investigates and verifies to see if the issuer has any collateral to back up its obligation and if it has a special financial contract and, if it has preferential or
subordinated creditors, analyzes its financial position and business; determines its capacity to pay the principal of, and interest on, the proposed bond;and assigns a symbol on the basis of the findings of such investigations. Normally, any debt security with an AAA rating indicates that its issuer has thehighest credit standing and is virtually free from the uncertainties of paying
the principal of and interest on the obligation. The creditworthiness of a bonddeclines as its rating goes down, in order, from AAA to AA, A, and BBB, anda bond with any of these four ratings is called an investment-grade bond.
Bonds with a credit rating of BB, B, CCC, CC, or C are called“junk bonds.”
As these bonds carry high credit risk, their issuer offers a high yield to attract
buyers. Thus, they are called“high-yield bonds,”and their primary market
has developed on a relatively large scale in the United States and Europe.
This type of junk bond primary market did not exist in Japan because of apolicy that excluded bonds that did not meet the eligibility standards from themarket. However, today no such regulations restrict the issuance of junkbonds because the eligibility standards were abolished in 1996. Nevertheless,few BBB-rated bonds, let alone junk bonds, have been offered on the market.
Designated credit-rating agencies now include both domestic players, suchas the Rating and Investment Information (R&I) and the Japan Credit Rating
Agency (JCR), and global agencies, such as Standard & Poor’s and Moody’sand Fitch. In Japan, a new registration system of the credit-rating agencies
replaced the conventional system based on the Act for Partial Amendment of
the Financial Instruments and Exchange Act enforced in April 2010. Further,

90

Chap. V New Issues of Bonds in the Primary Market

Table V-4.
Credit Rating
AAA

Definitions of Credit-Rating Symbols
Rating and Investment Information, Inc. (R&I)
Definition

AA
A
BBB
BB

Highest creditworthiness supported by many excellent factors.
Very high creditworthiness supported by some excellent factors.
High creditworthiness supported by a few excellent factors.
Creditworthiness is sufficient, though some factors require attention in times of major environmental changes.
Creditworthiness is sufficient for the time being, though some factors require due attention in times of environmental changes.

B
CCC
CC
C

Creditworthiness is questionable and some factors require constant attention.
Creditworthiness is highly questionable and a financial obligation of an issuer is likely to default.
All of the financial obligations of an issuer are likely to default.
R&I believes that all of the financial obligations of an issuer are in default.

Japan Credit Rating Agency, Ltd. (JCR)
Credit Rating
DefinitionAAA
The highest capacity of the obligor to honor its obligation to its financial commitment.
AA
A
BBB
BB
B

A very high capacity to honor its obligation to its financial commitment.
A high capacity to honor its obligation to its financial commitment.
An adequate capacity to honor its obligation to its financial commitment. However, this capacity is more likely to diminish in
the future than in the cases of the higher rating categories.
Although the capacity to honor the financial commitment on the obligation is not considered problematic at present, this capacity may not persist in the future.
A low capacity to honor its obligation to its financial commitment, giving cause for concern.

CCC

There are factors of uncertainty that the obligation to financial commitment will be honored, and a possibility of default.

CCCD

A high default risk.
A very high default risk.
In default.

Credit Rating
Aaa
Aa
A

Moody’s Investor Service
Definition

Ba

Obligations rated“Aaa”are judged to be of the highest quality, subject to the lowest level of credit risk.
Obligations rated“Aa”are judged to be of high quality and are subject to very low credit risk.
Obligations rated“A”are considered upper-medium grade and are subject to low credit risk.
Obligations rated“Baa”are subject to moderate credit risk. They are considered medium grade and as such may possess certain
speculative characteristics.
Obligations rated“Ba”are judged to be speculative elements and are subject to substantial credit risk.

B

Obligations rated“B”are considered speculative and are subject to high credit risk.

Caa

Obligations rated“Caa”are judged to be speculative of poor standing and are subject to very high credit risk.
Obligations rated“Ca”are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
Obligations rated“C”are the lowest rated class and are typically in default, with little prospect for recovery of principal or interest.

Baa

Ca
C

Standard & Poor’s
Credit Rating
AAA
AA
A
BBB
BB
B
CCC
CC
C

D

NR

Definition
An obligation rated“AAA”has the highest rating assigned by Standard & Poor’s. The obligor’s capacity to meet its obligation
to its financial commitment is extremely strong.
An obligation rated“AA”differs from the highest-rated obligations only to a small degree. The obligor’s capacity to meet its
obligation to its financial commitment is very strong.
An obligation rated“A”is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its obligation to its financial commitment is still strong.
An obligation rated“BBB”exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its obligation to its financial commitment.
An obligation rated“BB”is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor’s inadequate capacity to meet its obligation to its financial commitment.
An obligation rated“B”is more vulnerable to nonpayment than obligations rated“BB,”but the obligor currently has the capacity to meet its obligation to its financial commitment. Adverse business, financial, or economic conditions will likely impair the
obligor’s capacity or willingness to meet its obligation to its financial commitment.
An obligation rated“CCC”is currently vulnerable to nonpayment and is dependent upon favorable business, financial, andeconomic conditions for the obligor to meet its obligation to its financial commitment. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its obligation to its financial commitment.
An obligation rated“CC”is currently highly vulnerable to nonpayment. The“CC”rating is used when a default has not yet occurred, but Standard & Poor’s expects default to be a virtual certainty, regardless of the anticipated time to default.
An obligation rated“C”is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority or lower ultimate recovery compared to obligations that are rated higher.
An obligation rated“D”is in default or in breach of an imputed promise. For non-hybrid capital instruments, the“D”rating
category is used when payments on an obligation are not made on the date due, unless Standard & Poor’s believes that suchpayments will be made within five business days in the absence of a stated grace period or within the earlier of the state period
or 30 calendar days. The“D”rating also will be used upon the filing of a bankruptcy petition or the taking of similar action andwhere default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligation’s rating islowered to“D”if it is subject to distressed exchange offer.
This indicates that no rating has been requested, or that there is insufficient information on which to base a rating, or the Standard & Poor’s does not rate a particular obligation as a matter or policy.

Chap. V New Issues of Bonds in the Primary Market

91

in recent years, municipal bonds and FILP agency bonds have also come to
be rated.
The outbreak of the U.S. subprime loan problem raised strong doubts over
the way ratings were given. To begin with, there were criticisms pointing outthat credit-rating agencies tended to give generous ratings because theirsource of income was rating fees collected from issuers. Meanwhile, from adifferent perspective, ratings were acknowledged as nothing more than reference. Currently, however, ratings are used in various financial regulations
and policies. Credit-rating agencies today operate under a registration system
also on a global basis and are placed under administrative supervision.
6. Corporate Bond Management
A drastic reform of the conventional corporate bond trustee system was carried out by amending the Commercial Code in June 1993. Under this amendment, the conventional name“bond trustee company”was changed to“bondmanagement company,”and its function was clarified. More specifically, (1)the establishment of a bond management company was made mandatory, inprinciple, and the eligibility for becoming one is restricted to banks, trust
companies, and companies that have received a license under the Mortgage
Bond Trust Law; (2) services to be provided by a bond management company are restricted to the management of bonds that have been issued and areoutstanding; and (3) the power, duty, and liability of the bond managementcompany has been clarified. Put another way, the back-office services provided by the trust company at the time a bond is offered will not become thecore services of the bond management company, and the services to be provided by the bond management company after a bond is issued are restricted
to bond management.
As a result of the amendment, the possibility of a bond trustee company
being involved in the issuance of corporate bonds of individual issuers has
been legally removed, and the power of the conventional bond trustee systemregulating individual issuers has thus come to an end. The amendment has
resulted in the following changes: (1) The fee the trustee bank had been collecting was renamed“bond management fee,”and it was sharply lowered; (2)by instituting exceptional provisions with respect to the mandatory establishment of a bond management company (this applies when the face value of abond certificate is in excess of ¥100 million), issuers can appoint a fiscal
agent in lieu of a bond management company, and instances of making dowith a fiscal agent have since increased; and (3) as the services to be provided by the bond management company have been clarified, the lump purchases of defaulted bonds that trustee banks had been making were discontinued,

92

Chap. V New Issues of Bonds in the Primary Market

Table V-5. Appointment, Power, and Liability of the Bond Manager under theCompanies Act
Item

Contents

ArticleAppointment and Power
When a bond manager has A corporation issuing a corporate bond must appoint a bond manager. However, when the Article 702 of the New
to be appointed
face value of a bond certificate is in excess of ¥100 million, and in such other cases as may Companies Act
be prescribed by an ordinance of the Ministry of Justice as one which poses no threat to theprotection of bondholders, the issuer need not appoint a bond manager.
Qualifications for becom- Banks, trust companies, and equivalent financial institutions
Article 703
ing a bond manager
Matters entrusted

The bond manager will be entrusted to receive payments, to preserve rights of claim, and Article 702 of the New
to take other steps necessary for the management of bonds on behalf of bondholders.
Companies Act

The bond manager must perform the administration of bonds in a fair and sincere manner Article 704
on behalf of the bondholders “( duty of fairness”). The bond manager must manage thebonds with due care of a prudent manager to the bondholders “( duty of due care of a prudent manager”). The exercise of contracted power (bond manager’s power of representation) based on an agreement entrusting the management of the bond is included in the
management of the bond.
Power of the bond manager The bond manager has the authority do all judicial and non-judicial acts on behalf of bond- Paragraphs 1 and 4 ofholders that are necessary to receive payments relating to the bonds or to preserve the real- Article 705
ization of claims relating to the bonds. When the bond manager deems it necessary to takesuch steps, the bond manager may, with the permission of the court, investigate the statusof the business and assets of the bond-issuing company.
Special regulation on the When the bond manager plans to take the steps described below, it must obtain a resolution Paragraphs 1 and 2 ofpower of the bond manager of a bondholders’meeting.
Article 706(1) With respect to all of the bonds, granting extension for the payment of those bonds, or
releasing, or settling liability arising from the failure to perform the obligations of thosebonds(2) With respect to all of the bonds, prosecuting lawsuits, or proceeding with bankruptcy Item (viii), Article 676
procedures, rehabilitation procedures, reorganization procedures or procedures regarding special liquidation “( lawsuit”includes court-mediated settlement)
Under the Act, the bond manager has the power to take these actions without a resolutionof a bondholders’meeting if the bond management agreement so prescribes.
Power of the bond manager When a bondholder wants to object to any action taken by the issuer, he/she must obtain a Paragraghs 1 and 2,
in taking steps for the pro- resolution of a bondholders’meeting, in principle, but the bond manager can express its Article 740
tection of creditors
objection on behalf of bondholders. This, however, shall not apply in cases where there is aprovision to the contrary in the contract entrusting bond management.
Liability
Duty of the bond manager

Liability (damages)

When the bond manager takes an action in violation of the Companies Act or any resolu- Paragraph 1 of Article
tion of the bondholders’meeting, it is jointly and severally liable for damages incurred by 710
bondholders.
Statutory special liability (1) When the bond manager has received from the issuer of a bond collateral for the obli- Paragraph 2 of Article(damages)gation represented by such a bond or when the issuer has taken an action extinguishing 710
such obligation within three months prior to a default on the redemption of, or on thepayment of interest on, the bond, or the suspension of payment by its issuer(2) When the bond manager has received from the issuer collateral for the obligation or repayment with respect to the credit of the bond manager(3) When the bond manager transfers its credit to a company controlling, or controlled by,such bond manager, or to another company that has a special relationship with the bondmanager(4) When a bond manager who has a credit to the issuer of the bond concludes an agreement with the issuer authorizing it to dispose of the property of the issuer for the purpose of offsetting such credit, or when the bond manager concludes an agreement totake over any obligations of any company that owes a debt to the issuer.
(5) When a bond manager that owes a debt to the issuer offsets such debt by taking over acredit to the issuer.
Exemption of debt
The bond manager is exempt from debt when it has not been derelict in its management of Proviso to Paragraph 2
the bond, or when it is established that any loss caused to the bondholders is not blamable of Article 710
to an action taken by the bond manager.
Resignation of the bond (1) The bond manager may resign with the consent of the bond issuer and the bondholders’Article 711
manager and its liability
meeting. (However, the bond manager must appoint in advance a successor who willtake over the administration of the bonds.)(2) In case the bond manager has an unavoidable reason to resign, it may resign with permission of the competent court.
(3) The bond manager may resign based of the causes prescribed in the agreement entrusting the management of the bonds. (However, such agreement must have a provision
designating a succeeding bond manager that will take over the job.)*) A bond manager that resigns after the issuer has defaulted on the redemption of the Article 712
bond or on the payment of interest on such bond, or that has resigned for reasons prescribed in the agreement commissioning the management of the bond within threemonths prior thereto, is not exempted from liability to pay damages under Paragraph 2
of Article 710.

Source: Compiled from the data drawn from Akihiro Sato, Shinkaishaho de kawatta kaisha no shikumi (The Changed Company System under
the New Companies Act), Nihon Horei, 2005, pp. 179 and 181.

Chap. V New Issues of Bonds in the Primary Market

93

and this practice has since become established.
Under the New Companies Act adopted in June 2005 (enforced in May
2006), a bond management company is now known as a“bond manager,”and its liability and power have been expanded. More specifically, (1) under
the former Commercial Code, the term“management of corporate bond”referred only to the exercise of power legally granted to the bond managementcompany and did not include the exercise of power based on an agreement,
etc., entrusting the management of bonds (contractual power); under the new
Companies Act, however, the exercise of the contractual power is included in“the management of bonds”and the bond manager owes the duty of fairness
and the duty of due care of a prudent manager; (2) when the agreement entrusting the management of bonds contains a provision to that effect, thebond manager may act in relation to filing a lawsuit and taking bankruptcy or
rehabilitation proceedings for all of the bonds without obtaining a resolutionof the bondholders’meeting; and (3) in taking steps to protect the creditors in
the case of a capital reduction or a merger, the bond manager may, in principle, object to such capital reduction or merger without obtaining a resolutionof the bondholders meeting.
The Study Group to Vitalize the Corporate Bond Market previously described takes into consideration the current situation in which a bond manager is not assigned and discusses in its report a wide of range of roles that abond manager may possibly undertake.
7. Corporate Bonds with Subscription Rights/Warrants and Structured
Bonds
Subscription rights/warrants give their issuer an obligation to either issue
new shares or transfer shares in its treasury at a predetermined price to therights/warrants holder upon the exercise of their rights/warrants within a prescribed period.
Corporate bonds with subscription rights/warrants are divided into thosethat in effect correspond to convertible bonds and those with undetachable
warrants. Corporate bonds with subscription rights/warrants correspond to
the former and refer to bonds (1) from which the rights cannot be detached or
separately transferred, (2) whose issue value is equal to the amount of money
payable upon the exercise of the rights, and (3) for which the exercise of thesubscription rights/warrants is always based on the contribution in kind of
the corporate bonds (debt equity swap). Except in the case of a stock split,
the conversion price is fixed at the time of its issue. In certain cases, however, the conversion price of rights may be revised downward when the price of
its underlying stock falls. Among these cases, bond issued under the condi-

94

Chap. V New Issues of Bonds in the Primary Market

Table V-6.

Kinds of Structured Bonds[Variable Cash Flow Bonds]
Step-up Bond: A bond issued initially with a coupon rate that is lower than the going rate thenprevailing and that rises after the lapse of a certain period. By its very nature, the issuer often issues
such a bond with a call option.
Step-down Bond: A bond issued initially with a coupon rate that is higher than the going rate thenprevailing and that declines after the lapse of a certain period.
Deep-Discount Bond: This bond carries an interest rate lower than the going rate throughout its
life, but it is issued at an under-par price to help its holders make up for the lower coupon by aredemption gain.
Reverse Floater Bond: The coupon rate of this bond falls when the interest rate rises, and the
coupon rate rises when the interest rate declines. This is a kind of derivative bond using interest rate
swap.
[Index Bonds]
Stock, interest rate, or bond-index-linked bond: These are bonds whose redemption principal islinked to the Nikkei average, whose coupon rate is linked to the Nikkei average, whose coupon rate islinked to the interest swap rate, or whose redemption principal is linked to the Japanese government
bond futures price.
Exchange Rate Index Bond: Most of these dual-currency bonds are divided into those with aprincipal and coupon in yen that are redeemable in a foreign currency and into reverse dual-currency
bonds with a principal and coupon redeemable in yen that carry a coupon in a foreign currency. As theamount of principal is normally larger than the coupon, dual-currency bonds carry a larger risk of
exchange rate fluctuation.
[Bonds with Options]Exchangeable Bonds (EB): Issuers of this bond may at their discretion pay redemptions with a prefixed number of shares of another company. For the purchaser, this means the sale of a put option, andunder this arrangement, the coupon increases by as much as the option premium.
Other Bonds with Options: Included in this kind are callable bonds (the issuer can call the bond inadvance of its maturity at the discretion of the issuer); puttable bonds (its holder can demand
redemption in advance of its maturity); and knock-in, dual-currency bonds (a dual-currency bond withan exchange-rate option).
Source: Compiled on the basis of the data drawn from the website of Hephaistos Investment Research(http://hephaistos.fc2web.com/bond_guide/shikumi_sai.html) (Japanese) and the website of The
Central Council for Financial Services Information

tion that the conversion price can be adjusted downward with a frequency of
one or more times every six months are called“corporate bonds with subscription rights/warrants with adjustable conversion price (MSCBs: moving
strike convertible bonds).”Because of market concerns about this type of“death spiral”financing, however, few of these types of bonds have been issued recently. On the other hand, as corporate bonds issued with detachable
warrants are deemed a concurrent offering of corporate bonds and equity
warrants, only those with undetachable warrants are included in the definition of“corporate bonds with subscription rights/warrants.”In such case, themoney to be paid upon the exercise of subscription rights/warrants should be
paid additionally, and the bond remains outstanding.

Chap. V New Issues of Bonds in the Primary Market

95“Structured bond”is the name popularly given to a bond structured with
derivatives. In recent years, various types of structured bonds have been issued. A bond linked to the Nikkei average is a structured bond that incorporates Nikkei average options trading. In general, when the Nikkei averagerises, the deal generates a higher return, but when it falls, the option is exercised, causing a loss, and the bond price falls below its par value. A corporatebond with a clause to convert it into shares of another company “( exchangeable bond”or EB) is a bond that incorporates a stock option of the target
company. In general, when the stock price of such corporation rises, the deal
generates a higher return because the holder can acquire the option fee, butwhen the price of its stock falls, the option is exercised, and the holder has toaccept the share at a lower price and suffers a loss. However, unlike in thecase of a bond linked to the Nikkei average, the holder can hold the share until its price recovers. Recently there have been fewer issuances of structured
bonds because of repeated cases of these bonds being sold to investors who
did not adequately understand the risks involved, resulting in occasional
court cases contesting whether securities companies had violated their obligation to properly explain these products before selling them.

CHAPTER VI
The Secondary Markets for Bonds

1. Trading of Bonds
Bonds are circulated by two different methods: (1) trading on a market operated by a financial instruments exchange, and (2) negotiated transaction between an investor and a securities company or other market intermediary.
The former is referred to as an exchange transaction and the latter as an overthe-counter (OTC) transaction. OTC transactions account for the majority oftransactions on the bond secondary market.
Conventionally, the trading volume on the secondary market for bonds waslimited and amounted to only ¥58 trillion in fiscal 1975, but subsequently
continued to increase and topped the quadrillion level in 2007. Although thetrading volume declined thereafter to levels of around ¥7,500 trillion, it has
turned upward in recent years and reached a near-quadrillion level in 2016.
Looking at the bond trading volume by bond type, trading of JGBs accountfor over 90% of all trading. The government has continuously been issuing
massive amounts of JGBs, resulting in a large increase in those outstanding
in the market and driving the expansion of the bond secondary market.
This trend has remained constant in recent years. Comparing the change
from 2010 to 2016, while the trading volume of JGBs on the OTC market increased ¥1,838 trillion, the overall increase was ¥1,820 trillion. As such, government securities outweigh by far other categories of bonds in overall fixedincome trading volume. The dominance of government debts stems mostly
likely from the difference in liquidity, which in turn is mainly because government debts are considered risk free in Japan and attract funds for various
investment needs.
For the sake of development of secondary markets for bonds in Japan going forward, it is important that bonds other than JGBs are traded actively.
Recognizing the need to vitalize the corporate bond market, which plays animportant role in corporate finance, the Japan Securities Dealers Association(JSDA) issued, in 2009, a report titled,“Toward Vitalization of the Corporate
Bond Market”that organized the issues faced by the country’s corporatebond market and also proposed specific measures to create a more efficientChap. VI The Secondary Markets for Bonds

Chart VI-1.

Annual Amount of Purchasing and Selling of Bonds (Face Value Basis)and Share of OTC Trades(trillions of yen)
14,00012,00010,000
8,000
6,000
4,000
Amounts of public and corporate bond trades (left)

2,000
0

97

Share of OTC trades (right)
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

100.000%
99.999%99.998%99.997%99.996%99.995%99.994%99.993%99.992%99.991%99.990%Note: Figures include gensaki trades and exclude corporate bonds with equity warrants.
Source: Japan Securities Dealers Association, Japan Exchange Group.

Chart VI-2.
(trillions of yen)
4,500

Bond Trading volume by Bond Type
Shares of JGBs trades (right)
Interest-bearing ultra-long-term
Interest-bearing medium-term

Interest-bearing long-term
Short-term, etc

100%

4,000

99%

3,500

98%

3,000

97%

2,500

96%

2,000

95%

1,500

94%

1,000

93%

500

92%

0

2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

91%

(trillions of yen)
100
Financial bonds
90
Manicipal bonds (Including Nepotism bonds)
Government guaranteed bonds
80
Bonds (Including Agency bonds, etc.)
70
60
50
40
30
20
10
0
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Note: Including the repurchase trading volume, excluding the bonds with stock acquisition rigths.
Source: Japan Securities Dealers Association.

98

Chap. VI The Secondary Markets for Bonds

corporate bond market with higher transparency and liquidity. The reportwent on to state that vitalization of the Japanese corporate bond market
would be an important factor in Japan’s new economic growth strategy andthat the public and private sectors should actively cooperate in advancing themeasures.
Some of the specific initiatives taken by the JSDA are described later inthis Chapter.
2. Participants in the Secondary Bond Market
Looking at the OTC bond market by type of investor or transaction party,
trading is dominated by bond dealers, such as securities companies. In trading bonds, it is important that the transaction needs of market participants be
met as quickly as reasonably possible. That said, due to the large number ofissues and wide variety of transaction forms, it is not easy to rapidly locate amatching counterparty for a particular transaction. Therefore, in most bondtransactions, securities companies or dealer banks act as the counterparty,
buying or selling as principal to facilitate client trading. Furthermore, securities companies, etc. trade bonds based on their own market view, which adds
to their overall trading volume. Following bond dealers, entities grouped as“others”account for the next largest share of the total volume. This group includes the Bank of Japan, which functions as the underwriting agent for
JGBs and also buys and sells a range of debt securities as part of its open
market operations. Nonresident investors also are playing an increasingly
large role in the Japanese bond market as a means of investing in yen. They
are active players in the short-term JGB market, trading T-bills, and others.
Among other categories, city banks (large commercial banks) and trust banks
trade large volumes of bonds. In response to the recent difficult investment
environment, city banks vigorously engage in bond trading in pursuit of trading profits as well as resell municipal and other bonds underwritten by thembased on their own market view. It should also be noted that trust banks havetraditionally allocated large shares of assets under management or administration, including pension assets, to bonds.
When measured in terms of difference between selling and buying transactions, almost all business categories have been net buyers of bonds in recent
years. The backdrop to this trend has been the ongoing low-interest-rate climate caused by recent economic conditions, financial crises, and other issues.
The continued trend among many business categories to be net buyers ofbonds can be attributed to financial institutions’reduced risk tolerance intheir loan portfolios. Another contributing factor to the net buyer trend has
been the flight of risk money into the low-risk, high-liquidity JGB market inChap. VI The Secondary Markets for Bonds

Table VI-1.

99

Trends in Bond Transactions by Investor Type

(Figure on the top line is the total of buy and sell; figure on the lower line is the net of buy and sell andnegative figure denotes selling on balance)(¥10 billion)
FY2007

FY2008FY2009City (commercial) banks

25,102(990)

28,411(2,553)

Regional banks

3,624
(604)

Trust banks

FY2014FY2015FY201629,087(3,706)29,10546,511
40,15018,59925,407(－193) (－1,997) (－2,861) (－2,837) (－2,630)

12,709(－973)

6,085(1,064)

3,733(1,002)

4,479(1,172)

4,857(1,130)5,891(1,020)

5,765
(644)

4,140
(482)

4,550
(303)

3,480
(51)

2,525
(－80)

24,190(4,086)20,089(3,976)24,174(7,599)24,928(6,409)24,789(8,252)

22,294(8,109)16,800(5,478)14,175(1,298)

10,861(561)

10,000(299)

Agriculture-related banking
institutions

1,814
(32)

2,665
(1,336)4,430(2,999)4,993(4,002)

3,356(2,221)

3,099(2,126)

1,764
(779)

1,307
(486)

1,000
(232)

975
(240)

Other banking institutions

8,917(3,649)7,708(3,258)

5,795(3,277)

5,607(3,278)5,448(2,346)

4,266(2,602)3,475(2,016)

2,636
(790)

2,128
(806)

1,631
(578)

Life and property casualty
insurance companies

3,756
(941)

4,594
(1,234)

3,653(1,743)

4,186(1,457)

4,583(1,896)

4,826(1,631)

4,256(1,387)

2,704
(908)

1,956
(507)

1,555
(404)

Investment Trusts

3,220(1,978)2,920(1,498)2,856(1,890)2,886(1,963)

2,885(2,100)3,108(2,309)4,318(3,165)

4,372(3,045)3,961(2,284)

2,139
(416)

Public employees mutual
aid associations

786
(611)

635
(459)

368
(245)

311
(208)

277
(166)

299
(213)

210
(151)

114
(54)

115
(15)

84
(5)

Corporations

1,130
(960)

1,113
(886)

1,302
(1,250)1,435(1,336)

1,003
(922)

1,203
(1,093)

1,281(1,104)

696
(630)

320
(256)

81
(40)

Entities not domiciled inJapan

30,233(5,808)28,834(8,184)

26,835(8,474)31,074(11,213)36,902(14,891)

34,131(15,997)

34,799(16,300)

35,730(20,103)37,609(21,575)

36,466(21,814)

Others

FY2010FY2011FY2012FY201344,84545,85753,32450,17352,71958,93062,35560,97561,742
56,869(－22,043) (－25,860) (－34,216) (－30,605) (－31,408) (－30,369) (－26,367) (－23,756) (－24,673) (－22,866)

Bond dealers

195,292(－450)

173,877(182)

168,735(248)

181,423(－315)

179,035 164,805(－570) (－1,172)

162,073(－661)

187,339(－223)

142,679(－446)

116,243(－465)

Total(including other investors)

347,880(－36)

326,112(1,552)331,212(1,319)347,491(1,843)369,000(1,253)

318,446(2,222)

344,034(1,984)

281,281(557)

236,550(1,490)348,505(1,432)

Note: These figures exclude the purchasing and selling value of repurchase agreements.
Source: Japan Securities Dealers Association.

reaction to the depressed stock market and the turmoil in the securitized
product and commodity markets. Interestingly, amid this net buyer trend, city
banks were net sellers from fiscal 2010 to fiscal 2015. This reversal likely reflects the commercial banks’desire to capture some profit given recent stablebond prices. On the other hand, the“others”category has become a consistent and substantial net seller of bonds because primary JGBs issued by auction are settled via the BOJ and reported as sales by the central bank.

100

Chap. VI The Secondary Markets for Bonds

3. Over-the-counter Bond Transactions
Depending on where transactions take place, the circulation of bonds may be
divided into exchange transactions and over-the-counter (OTC) transactions.
An overwhelming majority of bond transactions takes place over the counter rather than on exchanges. This is due to the following reasons: (1) there
are so many issues of bonds that it is practically impossible to list all of themon exchanges; (2) due to the wide variety of bond transaction forms and otherspecifications that different buyers and sellers require, it is difficult to instantly locate a matching counterparty for a particular transaction; (3) corporate investors, who account for the bulk of the bond trading volume, tend to
trade in large lots and often carry out complex transactions involving morethan one issue; and (4) tax on bond interest varies according to the tax profiles of bondholders. Due to these reasons, bond transactions, in general, do
not lend themselves to trading on exchanges, where the terms of transactions
need to be standardized. Bonds are more efficiently traded over the counter,
where trades are executed based on the terms individually negotiated between buyers and sellers.
Unlike exchange markets, where all orders for a particular security areconcentrated in a single marketplace, OTC trading, in essence, is a decentralized transaction process based on one-to-one negotiation that is conducted
over the counter at individual securities companies, etc. In that sense, it may
be said that the counter of each securities company is a market in itself andthat there are as many OTC markets as there are securities companies. A wide
variety of transactions may be executed over the counter once an investor
and a securities company agree on their terms. Private placement bonds aswell as publicly offered bonds may be traded, and the delivery and settlement
procedures are to be agreed upon between the buyer and the seller. The transaction price can also be decided between the two parties, often in reference tothe prices of other relevant financial instruments.
In OTC trading, a securities company, etc. first buys bonds that a client offers to sell and then resells them to another client afterward. When a client
wants to buy bonds, it sells them out of its inventory or sells short. Thesetypes of transactions are generally referred to as“principal transactions.”
4. Reference Statistical Prices (Yields) for OTC Bond Transactions (1)As OTC bond trading is a negotiated process between a securities company,
etc. and a client, it is difficult for a third party to discover the price at which atransaction is consummated. Publication of prices and other information con-

Chap. VI The Secondary Markets for Bonds

Table VI-2.

101

Bond Trading by Market(¥10 billion)
Corporate bonds with
subscription rights/
warrants

Government
securities
FY2007
FY2008FY2009FY2010FY2011FY2012FY2013
FY2014FY2015FY2016

OthersStock Exchanges

0

48

0

Over the counter

1,232,317

62

21,059Stock Exchanges

0

66

0

Over the counter

1,036,073

72

15,042

Stock Exchanges

0

112

0

Over the counter

781,286

52

9,175

Stock Exchanges

0

56

0

Over the counter

761,95070

10,175

Stock Exchanges

0

40

0

Over the counter

829,983

46

10,773

Stock Exchanges

0

30

0

Over the counter

842,31445

9,760

Stock Exchanges

0

27

0

Over the counter

936,753

24

9,230

Stock Exchanges

0

8

0

Over the counter

1,039,157

11

11,273

Stock Exchanges

0

30

0

Over the counter

1,025,087

20

14,432

Stock Exchanges

0

18

0

Over the counter

921,027

31

7,335

Note: The figures for exchange trading volume are double those actually reported by exchanges to account for both buy and sell sides of transactions.
Source: Japan Securities Dealers Association and stock exchanges.

cerning OTC bond transactions not only helps efficient and orderly trading ofbonds but is also of critical importance from the standpoint of investor protection by promoting the formation of fair prices and facilitating investors’
access to trading at the best possible price. Publication of bond prices is thus
indispensable for the development of bond markets.
With a view to providing investors, securities companies, and others withreference information, the JSDA instituted the System for Dissemination ofReference Statistical Prices (Yields) for OTC Bond Transactions, which publishes (midpoint between buy and sell quotes) quotes for publicly offered

102

Chap. VI The Secondary Markets for Bonds

Table VI-3. Breakdown of Major Bond Categories, by Outstanding Balance andNumber of Issues(¥10 billion, No. of issues)
Government Municipal
securities
bonds(public
offering)
FY2007 No. of Issues
Outstanding balance
FY2008 No. of Issues
Outstanding balance
FY2009 No. of Issues
Outstanding balance
FY2010 No. of Issues
Outstanding balance
FY2011 No. of Issues
Outstanding balance
FY2012 No. of Issues
Outstanding balance
FY2013 No. of Issues
Outstanding balance
FY2014 No. of Issues
Outstanding balance
FY2015 No. of Issues
Outstanding balance
FY2016 No. of Issues
Outstanding balance

Governmentguaranteedbonds; FILP
agency bonds

Straight bonds; Corporate
asset backed
bonds withcorporate bonds subscription
rights/warrants

Bankdebentures(interest
bearing anddiscount)

372

1,836

1,108

2,560

84

681

38

57

55

1

1,978
22

395

2,010

1,200

2,486

55

1,838

677

41

58

57

1

21

410

2,208

1,350

2,513

41

1,664

716

45

61

60

1

19

423

2,376

1,474

2,614

32

1,514

755

48

63

63

1

17
1,272

449

2,525

1,634

2,684

21

781

52

64

63

1

15

470

2,655

1,772

2,733

17

1,163

814

55

66

61

1

14

476

2,805

1,916

2,844

18

900

848

57

69

61

0

12
789

493

2,917

2,021

2,883

22

873

58

69

60

0

12

497

3,008

2,151

2,847

24

526

901

59

69

58

0

11

506

3,059

2,244

2,977

26

428

927

60

68

60

0

10

Note: Outstanding balance figures are in trillions of yen.
Source: The Japan Securities Dealers Association.

bonds that meet certain criteria. The system was originally instituted in August 1965 by the Bond Underwriters Association of Japan for publishing
OTC Quotes for Industrial Debentures and was succeeded by the Tokyo Securities Dealers Association, the predecessor of the JSDA, which began thesystem for dissemination of OTC quotations of bonds in March 1966. The
initiatives were implemented with a backdrop of social necessity to promote
the formation of fair prices and efficient and orderly trading for JGBs, issu-

Chap. VI The Secondary Markets for Bonds

Table VI-4.

103

The System for Dissemination of Reference Statistical Prices (Yields) for
OTC Bond Transactions

1. Outline(1) Purpose
To publish quotations reported by member companies appointed by the Japan Securities Dealers Association to be used as reference by member companies of the association and their clients in trading
bonds over the counter between them.
Note: In August 1965, the Bond Underwriters Association started publishing quotations on
OTC industrial bonds. Subsequently, the Tokyo Securities Dealers Association started
publishing OTC bond quotations in March 1966, and improvements have been made on
several occasions thereafter.
(2) Calculation of Reference Statistical Prices (Yields) for OTC Bond Transactions
The JSDA receives reports from its member companies affiliated with the system (14 securities companies as of February 28, 2018) on quotations of trades with a face value of approximately ¥500 million
as of 3:00 p.m. each trading day. The JSDA computes the reference prices (yields) of a given issue on
the basis of an arithmetic average of quotations on issues with respect to which it has received reports
from five or more member companies.

ance of which had been resumed after the war with a view to contributing to
public interest and investor protection. The system has since undergone manychanges and improvements in response to the changing environment surrounding the bond market. During that period, the number of published issues has ballooned from about 300 when the system was introduced to approximately 9,300. In August 2002, the JSDA changed the name of the data
to Reference Statistical Prices (Yields) for OTC Bond Transactions with theintention of clearly indicating that it is for reference purposes. At the sametime, the system was enhanced by publishing high, low, and median valuesof surveyed quotes in addition to their averages, which was the only data previously published.
Since the system started publishing bond quotes 50 years ago, its use has
evolved from the original purpose of providing price references for OTC
bond trading in Japan. In addition to that role, it has become widely used formark to market valuation for financial reporting and tax accounting purposes
and the valuation of collateral for different types of transactions. This expanded function demands an even greater degree of confidence in the system.
As a result, in 2013 a review was made of the quotation system primarily
with regard to publishing reference statistical prices (yields) for corporate
straight bonds. The new system arising from that review began operation in
November 2015.

104

Chap. VI The Secondary Markets for Bonds

Table VI-5.

History of System for Dissemination of Reference Statistical Prices (Yields)
for OTC Bond Transactions

March 1966
Over-the-counter quotes announced･ Date of announcement (Thursday ofeach week)

January 1977
･ Announcement of bench-mark andstandard quotes (Benchmark quotes
are announced every day except Saturday. Standard quotes are announced
once a week on Thursday.)Kinds of selectable issues
Government securities, municipal bonds,
government-guaranteed bonds, couponbank debentures, corporate bonds, telegraph and telephone (TT) coupon bonds
subscribed to by subscribers, discount TT
bonds, and such other bonds as may berecognized by the Japan Securities Dealers
Association (JSDA)(1) Benchmark quotes (for institutional investors) are selected from such bonds
whose volume of trading correctly reflects the movement of the market.
(2) Standard quotes (for small-lot investors) are selected from one of government securities, municipal bonds, special debts, bank debentures, corporate
bonds, and yen-denominated foreign
bonds, other than those listed in (1)above in terms of maturities and interest rates.
The same as above.

August 1978
･ Announcement of bench-mark andstandard quotes (bid and ask quotations are announced). (Benchmark
quotes are announced every day except Saturday. Standard quotes areannounced once a week on Thursday.)January 1992
One of the government securities, mu･ Standard quotes on OTC bonds are nicipal bonds, government-guaranteedannounced daily.
bonds, bank debentures, corporate
bonds, and yen-denominated foreign
bonds that are not listed is selected interms of kinds, maturities, and interest
rates.
April 1997
Publicly offered but unlisted bonds･ No. of selectable issues was sharply (with a remaining life of one year orincreased (the new system started op- longer) that maintain a fixed interest
erating.)
rate throughout their life and redeem
their principal in a lump sum were selected.
December 1998
Publicly offered bonds (with paid-in･ The duty to concentrate its trading on principal, interest, and redemption
the exchange market was abolished. money all paid in yen) are selected.
August 2002
The same as above.
･ Name of system changed to“Reference Statistical Prices (Yields) for
OTC Bond Transactions.”In addition
to average values, highs, lows andmedians are announced.
December 2013
The same as above.
･ Decision made to revise the calculation method for corporate and otherbonds and announce quotes earlier.
November 2015
The same as above.
･ Start of operation of revised system

No. of selected issues
No. of issues announced:
280(as of May 12, 1966)(1) Benchmark quotes:
Issues announced: 14(as of January 31, 1977)(2) Standard quotes:
Issues announced: 77(as of January 27, 1977)(1) Benchmark quotes:
Issues announced: 19(as of August 31, 1978)(2) Standard quotes:
Issues announced: 137(as of August 31, 1978)
Issues announced: 298(as of January 31, 1992)

Issues announced: 1,746(as of May 1, 1997)

Issues announced: 2,867(as of December 1, 1998)
Issued announced: 4,198(as of August 1, 2002)

Issued announced: 7,931(as of December 2, 2013)
Issued announced: 8,257(as of November 2, 2015)

Note: Selected issues reported on and after August 5, 2002, were transferred to the System for Dissemination of Reference Statistical Prices (Yields) for OTC Bond Transactions.

Chap. VI The Secondary Markets for Bonds

105

5. Reference Statistical Prices (Yields) for OTC Bond Transactions (2)To provide reference information on bond prices, the JSDA publishes Reference Statistical Prices (Yields) for OTC Bond Transactions each business day
based on the values of quotations for trades with a face value of roughly ¥500
million reported as of 3:00 p.m. by Designated-Reporting Members (securities companies and banks registered as members of the JSDA). This publication system serves as an important infrastructure widely used by investors
and market participants. With calls for further increasing the reliability of thispublication system, however, the JSDA made revisions primarily to the corporate bond part of the system and began operating the new system in November 2015.
Major enhanced elements in the new system are as follows.
(1) Stricter designation standards for Designated-Reporting Members:
Recognizing the need to appoint members with the capability to report appropriate quotations that reflect movements of the corporate bond market as
Designated-Reporting Members in order to increase reliability of Reference
Statistical Prices (Yields) for OTC Bond Transactions, stricter designation
standards, such as the member’s trading volume of corporate bonds, etc. must
be within the top 20, were added.
(2) Enhancement and reinforcement of guidance and management structure at the JSDA: To ensure that proper reporting is made by Designated-Reporting Members, the JSDA performs checks to detect (i) any inappropriate
quotations for each business day and (ii) any problems with the reporting
system of each Designated-Reporting Member.
(3) Revised calculation method for Reference Statistical Prices (Yields) for
OTC Bond Transactions: When the reported corporate bond quotations are
relatively dispersed and there is a major movement on the market, quotations
that deviate significantly from the average quote may actually be more appropriate, and because abnormal values are eliminated in the checking performed in (2), it was decided that truncating the highest and lowest values ofreported quotations, which was previously done mechanically, would no longer be performed.
(4) Pushing back the time of reporting deadline and the time of announcement: This change was in consideration of non-reporting members who
voiced the need to push back the time of reporting deadline for reportingbond quotations in order to become reporting members.
(5) Promoting better understanding of Reference Statistical Prices (Yields)
for OTC Bond Transactions: Easier-to-understand explanations on the nature,etc. of Reference Prices for OTC Bond Trading, e.g., Reference StatisticalPrices (Yields) are values of mid-price quotations for buys and sells, are pro-

106

Chap. VI The Secondary Markets for Bonds

Chart VI-3.

Illustrated Flow of Procedure up to the Publication of Reference StatisticalPrices (Yields) for OTC Bond Transactions
Corporate bonds:
Reporting by
5:45 p.m.

DesignatedreportingmemberJapan Securities
Dealers Association

Corporate bonds:
Announcement
around 6:30 p.m.

Internet users
Securities
companies

OTC public & corporate
bonds

Calculation ofreference prices

Public bonds:
Reporting by
4:30 p.m.

Table VI-6.

Buys and sells reference
Compilation of statistics

Public bonds:
Announcement
around 5:30 p.m.

Financial
institutions
Media members,etc.

Designation of Designated-Reporting Members

The Japan Securities Dealers Association screens members intending to become Designated-Reporting
Members based on the following designation standards to specify Designated-Reporting Members.
(1) The member understands the purport of the System for Dissemination of Reference Statistical Prices(Yields) for OTC Bond Transactions and intends to become a Designated-Reporting Member.
(2) The member is well versed in the operations for OTC bond trades.
(3) The member has in place an organizational structure and staffing required for properly executing theoperation for reporting quotations.
(4) Other matters set forth by the JSDA.
*For further details on screening standards, please see the website of the JSDA.

vided on the JSDA website, etc.
6. Reporting & Announcement System of Corporate Bond Trading
Recognizing the importance of increasing transparency of information on
corporate bond prices and securing reliability through providing bond trading
data in an aim to vitalize the corporate bond market, the JSDA decided to
publicize actual trading prices of corporate bond trades on the OTC market
from November 2015.
This new initiative is composed of the JSDA’s system to receive reportingon transaction prices, etc. from member securities companies and the system
to disclose the reported transaction prices, etc.
(1) System of reporting corporate bond transaction information: The JSDA
set out reporting requirements in its Self-Regulatory Rules against securities
companies (JSDA members) when they are on one side of a bond transaction.
Reporting is required for the following bonds: (i) bonds are subject to public
offering or secondary distribution in Japan, (ii) bonds are issued in Japan, (iii)
all the principal, interest, and redeemed principal are yen-denominated (ex-

Chap. VI The Secondary Markets for Bonds

Table VI-7.

107

Revisions to Reference Statistical Prices (Yields) for OTC Bond Transactions

Revision measures(1) Stricter designation
standards for Designated-Reporting
Members

Outline

Revisions to bonds
applicable to reporting

Added the following specific standards in ac- Corporate bonds, TMK
knowledging that the member is“well versed in bonds, yen-denominatedforeign bonds
the operations for OTC bond trades.”･ A Designated-Reporting Member that reports
quotations on corporate bonds, etc. shall beranked within the top 20 in terms of the bondtrading volume.
･ However, reporting may be made for bond trades
for which the member serves as the lead managing underwriter.

(2) Enhancement and ･ Adoption of a process to check the reported quo- All debt securities
tations (including warnings issued to Designatreinforcement of
ed-Reporting Members) every business day
guidance and management structure at ･ Adoption of a process to check the reporting
systems of Designated-Reporting Members
the JSDA･ Setting self-regulatory regulation of prohibiting
information exchange, etc. relating to quotation
standards between Designated-Reporting Members(3) R e v i s i o n s t o t h e ･ Removal of the step to cut off the highest and Corporate bonds, TMK
lowest quotations reported
bonds, yen-denominatedmethod of calculatforeign bonds
ing reference statistical prices for OTC
bond transactions(4) Pushing back the ･ Pushed back the time of reporting deadline by 1 Corporate bonds, TMK
hour and 15 minutes to 5:45 p.m.
time of reporting
bonds, yen-denominatedd e a d l i n e a n d t h e ･ Pushed back the time of announcement by about foreign bonds
1 hour to 6:30 p.m.
time of announcement(5) Promoting better un- ･ Easier-to-understand explanations on the nature, All debt securities
etc. of reference statistical prices (yields) for
derstanding of referOTC bond transactions, such as the possible deence statistical prices
viation from actual trade prices, on the JSDA
(yields) for OTC
website, etc.
bond transactions

cluding short-term corporate bonds and corporate bonds with subscription
rights/warrants). Transactions subject to reporting include the following: (i)transactions that are reported every business day (trades with a face value of¥100 million or above) and (ii) transactions that may be reported on a monthly basis if notified to the JSDA (trades with a face value of less than ¥100
million; provided, however, that transactions with a face value of less than
¥10 million may be omitted from reporting).

108

Chap. VI The Secondary Markets for Bonds

Chart VI-4.

Illustrated Flow of Reporting & Announcement of Corporate Bond
Trading

JSDA members
Transaction
information (*1)

Direct or
via-JASDEC
reporting by 5:15 p.m.

JSDA

Announcement at
9:00 a.m. thefollowing day

Internet users
Securities companies

JASDEC

Financial institutions

Transaction
information (*2)

Media persons, etc.

(*1) Transactions processed (or approved) by the system between 3:00 p.m. on the previous business day and3:00 p.m. on the day.
(*2) Trade reporting data transmitted to the settlement reconciliation system between 4:45 p.m. on the previous
business day and 4:45 p.m. on the day.

Chart VI-5.

Information announced○Announced on November 5, 2015
Trade contract date: November 4, 2015
Issue code Issue name

Redemption Coupon Transaction vol- Transaction vol- Contracted [Reference]
date
rate
ume (face value ume (face value unit price Reference Statistibasis) of ¥500 basis) of less (¥)
cal Prices (Yields)
million or above than ¥500 milf o r O T C Bo n dlionTransactions (Average Prices)

000039023 XX Industries 3 2016/09/20

Chart VI-6.

✓

1.9

102.－－✓

102.××✓

102.●●

102.09

Example of suspension of announcement and removal of suspension ofannouncement
Scheduled month of resuming announcement

Oct 22

Nov 15

In accordance with thestandards for suspensionof announcement

Suspension ofannouncement

Update judgment
date

Dec 1

Removal of suspensionof announcement(resume announcement)
Extension of suspensionof announcement(no resumption ofannouncement)

Dec 15

Update judgment
date after carry-overOct 21

Jan 1

Removal of suspensionof announcement(resume announcement)Chap. VI The Secondary Markets for Bonds

109(2) System of publicizing corporate bond transaction information: The
JSDA sets a standard of publicizing information on corporate bonds with“arating of AA or its equivalent and above”and discloses information on bondtrades (limited to trades with a face value of ¥100 million or above) on its
website on the business day following the day on which reports on trades arereceived. Items reported are: (i) contract date, (ii) issue code, (iii) name of issue, (iv) due date, (v) coupon rate, (vi) trading value (face value is ¥500 million or above, or not), and (vii) unit price (unit price per face value of ¥100).
When certain conditions apply, the announcement of such corporate bondtransaction is suspended.
(3) Periodical verification: The JSDA has decided to periodically verify
the impact, etc. of the implementation of the system of publicizing corporatebond transaction information on the liquidity of corporate bonds and to consider revising the system if needed.
7. Book-Entry Transfer System for Bonds
In the past, investors have held bonds in various forms—more specifically, in
physical certificates that had been issued by the issuer; in registered form,
where bondholders are registered on the registry at the registrar designatedfor the issue; and as book-entry JGBs, where physical certificates are deposited with the BOJ so that trades can be settled by book-entry transfers (withina system established in 1980) among the accounts of brokers and other system participants (account management institutions).
In recent years, however, with the increasing bond trading volume and a
growing call for a flexible framework and an expedited process for the settlement of transactions, certificates, which need to be physically delivered, or
registered bonds, whose transfer requires amendment in records of bond-specific registries, hardly stood the test of practical use, while the book-entry
transfer system for JGBs had several shortcomings. This situation first led tothe argument for the review of the current settlement procedures for bonds
and, later, for the complete overhaul of the securities settlement system in Japan. There was a growing perception that Japan urgently needed to renovate
the existing system to create a safer and more efficient infrastructure thatwould make the country’s securities markets globally competitive. Against
this background, the securities settlement system reform law was enacted inJune 2002, and, pursuant to its provisions, the existing legislation for bookentry transfer was later amended and renamed the Act on Book Entry of Corporate Bonds and Shares with objectives including the complete dematerialization of securities, the shortening of settlement cycles, and the reduction insettlement risk. The amended law provided for the legal framework of new

110

Chap. VI The Secondary Markets for Bonds

Chart VI-7.

Structure of Book-Entry Transfer System for Bonds
Central Custody and Transfer Agent

JGBs, TBs and FB (JGS): BOJ
Master Account

Account Management Institution(Securities company/bank)Account

Master AccountParticipant(Investor)

Non-JGS bonds: JASDEC
Master Account

Account Management Institution(Securities company/bank)Account

Account Management Institution(Securities company/bank)Participant(Institutional
investor)

Account

Participant(Investor)

Participant(Investor)

Participant(Investor)

book-entry transfer systems for corporate and government securities. On thebasis of that framework, the BOJ renovated the existing JGB book-entry system in January 2003, and the Japan Securities Depository Center (JASDEC)
started operating a new central custody and book-entry transfer system forsecurities, including nongovernment bonds in January 2006.
These book-entry transfer systems have a multitier, tree-like structure, witha central custody and transfer agent—the BOJ in the case of JGBs, TBs, andFBs and JASDEC, in the case of the other eligible securities—on the top tier,from which account management institutions, securities companies, and otherinstitutions with respective master accounts in the system and system participants, other securities companies, and investors that have an account at oneof the account management institutions cascade down as subsequent tiers or
branches. Bond holdings of system participants are registered or recorded in
the transfer account book kept by the account management institution atwhich they have an account. In principle, all bonds are deposited with thecentral custody agency at the time of issuance, and the entire issue is dematerialized. None of those book-entry bonds may be withdrawn over their life in
the form of either physical certificates or registered bonds.
The previously mentioned Securities Settlement System Reform Law alsoChap. VI The Secondary Markets for Bonds

Table VI-8.

111

Bonds under Custody and Book-Entry Transfer Volume(No. of transactions, millions of yen)
Increase: Under- Decrease:
Transfer
writing new is- Redemptions andsues
retirement bypurchase

FY2007

No.
Amount

FY2008

No.
Amount

FY2009No.
Amount

FY2010No.
Amount

FY2011

No.
Amount

FY2012No.

FY2013

No.

AmountAmount
FY2014

No.
Amount

FY2015No.

FY2016

No.

AmountAmountNumber ofparticipating
issues (at fiscal
year-end)
Account balance

33,245

15,128484,041

72,81740,491,108

12,840,198

240,536,068

241,002,170

33,961

38,830492,394

73,29837,812,077

38,539,738

223,475,737

240,274,559

31,642

38,176411,272

71,202

38,124,350

32,846,953

132,878,030

245,552,257

29,501

36,849439,327

67,78837,212,947

32,691,251

146,347,996

250,073,952

26,66435,619439,867

60,701

32,955,046

30,589,808

156,713,049

252,439,190

27,32633,476

471,798

58,48633,558,410

33,213,581

143,537,681

252,784,020

26,726

31,642437,387

55,59534,446,614

34,030,438

135,561,923

253,200,196

25,761

32,082465,81354,29433,410,427

34,831,065

158,293,806

251,779,558

25,72230,604524,130

53,82531,146,061

32,462,918

204,529,981

250,462,702

27,401

28,040349,226

58,28841,737,175

35,052,475

131,163,539

257,147,401

Note: The JGB book-entry system began on January 10, 2006.
Source: Japan Securities Depository Center (JASDEC)

provided measures to abolish the Corporate Bond Registration Law following the setup of the book-entry transfer systems.
8. Bond Yield and Terms of IssuanceThose who raise funds (fund raising party) by issuing bonds look for a method that offers the lowest possible cost. On the other hand, investors who buy

112Chap. VI The Secondary Markets for Bonds

Table VI-9.
Month/Year

Reforms of Bond Delivery and Settlement System
Changes implemented

April 1994 Delivery versus payment (DVP) of government bonds through the Bank of Japan
network starts.
April 1977 System of T+3 government bond rolling settlement starts.
October 1999 System of T+3 general bond rolling settlement starts.
January 2000 Real-time gross settlement (RTGS) of government bonds starts.
January 2003 Act on Book Entry of Corporate Bonds and Shares (stipulating paperless trading inbonds, etc.) is enforced.
Paperless trading in government bonds starts.
May 2004 DVP trading in bonds other than government bonds starts.
May 2005 Trading in government bonds through a settlement organization starts.
January 2006 Paperless issuance of and paperless trading in bonds other than government bonds
starts.
April 2012 Settlement of JGBs scheduled to be shortened (T+2)
May 2018 Scheduled timing of enforcing shortened settlement of JGBs (T+1)

bonds choose issues that offer the highest possible return within the range oftolerable risk. In theory, the issue terms of a new bond (subscriber’s yield tomaturity) are determined at a certain level where opportunities for arbitraging
its subscriber’s yield to maturity and the secondary market yield (yield to maturity) of outstanding issues of a nature similar to that of the bond are balanced. When such a point of balance is achieved, it is said that“issue terms
that adequately reflect the secondary market conditions have been established.”Important conditions for efficient arbitrage to occur include the following: the outstanding balance and trading volume of comparable bonds are
sufficiently large, new bonds are issued regularly, and the secondary market
yields of comparable bonds are available for reference at the time of pricing
new issues. It can be said that in the Japanese bond market yields at the issueof bonds have come into line with yields of comparable bonds as the amountof new issues of the bonds and secondary trading volume of such bonds increased.
More specifically, while JGBs had been issued through the underwriting
syndicate program for smooth and stable financing, the proportion of bondissuance through competitive bidding that more closely reflect market conditions has steadily increased under a market-oriented national debt management policy, replacing the previous emphasis on non-competitive, syndicatedunderwriting, where issue terms were based on the official discount rate orother benchmarks. Currently, in principle, all government bonds (excluding
those for retail investors) are issued through auctions (the syndicated under-Chap. VI The Secondary Markets for Bonds

Chart VI-8.
(%)
1.1
1.0
0.9
0.8
0.7
0.6
0.5
0.4
0.3
0.2
0.1
0.0
−0.1
−0.2
−0.3
’15/4 5

113

Changes in Issue Terms (Yields) of Bonds
Long-term government bonds
Government-guaranteed bonds
Publicly offered local government bonds – jointly issued
Publicly offered local government bonds – individually issued(Tokyo municipal bonds)

6

7

8

9

10 11 12 ’16/1 2

3

4

5

6

7

8

9

10 11 12 ’17/1 2

3(year/month)

Chart VI-9.

Changes in the Difference in Issue Terms and Secondary Market
Yields between Publicly Offered, Jointly Issued Municipal Bonds andGovernment-Guaranteed Bonds

(%)
0.35
0.30
0.25
0.20
0.15

Spread in secondary market yields

0.10
0.05
0.00
−0.05
−0.10

Difference in issue terms (subscriber yield)

−0.15
−0.20
−0.25

’13/4 5 6 7 8 9 10 11 12’14/1 2 3 4 5 6 7 8 9 10 11 12’15/1 2 3 4 5 6 7 8 9 10 11 12 ’16/1 2 3 4 5 6 7 8 9 10 11 12 ’17/1 2 3(month & year of issuance)

Notes: 1. Spread in secondary market yields is the difference in reference prices of OTC traded public andcorporate bonds (average value: simple interest) on the day prior to the term determination date ofjointly issued local government bonds and of government guaranteed bonds (10-year long-term).
2. Difference in issue terms (subscriber yield) is jointly issued local government bonds minus
government guaranteed bonds (each 10-year bonds).

114

Chap. VI The Secondary Markets for Bonds

writing program for JGBs was discontinued in March 2006).
The market-oriented transition of bond issuance has also been witnessed inpricing spreads among bonds with different credit qualities. For example,
yields at the issue of government-guaranteed bonds and local bonds were determined in reference to the yield at issue of 10-year JGBs that had been issued earlier in the month. From time to time in the past, the spreads of issues
among the three classes of bonds deviated from market spreads. In recent
years, however, as investors started to focus more on differences in credit
quality, the spreads of issues among the three classes have increasingly tended to move more in line with credit spreads prevailing in the market. Anothercase in point that demonstrates the increased market orientation in bond issuance is that a growing portion of government-guaranteed bonds is now issued
through a competitive bidding process (as individual issues). Investors arealso showing an increasing tendency to differentiate corporate bonds basedon credit ratings by rating agencies and other factors. In response to this,many issuers go through a premarketing process to identify and estimate investors’demand and determine the terms of issue accordingly.
9. Gensaki Market for Bonds (1)A repurchase agreement (gensaki transaction) (a conditional purchase or sale)is a form of trading between a seller and a buyer of bonds whereby the seller(or the buyer) agrees to repurchase (or resell) the securities at an agreed-uponprice at a stated time. When the holder of bonds sells them to a buyer underan agreement to buy them back (a gensaki sell transaction), the holder canraise funds temporarily. When an investor buys bonds from a seller under arepurchase agreement to sell them back to the seller (a gensaki buy transaction), the investor can earn a certain amount of interest by investing funds fora short period. When a securities company, etc. acts as an intermediary andarranges a repurchase agreement (gensaki transaction) by introducing a buyer
which wants to invest idle cash in bonds to a seller which wants to raise
funds by selling bond holdings, such a deal is called a brokered repurchaseagreement. When a securities company, etc. that is in need of short-term cash
sells bonds out of its inventory to an investor under a repurchase agreement,
it is called a proprietary repurchase agreement. As the repurchase (or resale)price includes an amount equivalent to a return on investment or financing
charge based on an agreement by the buyer and seller, the price does not usually tally with the market price of the bond prevailing at the time of its repurchase (or resale). Repurchase agreements (gensaki transactions) can also be
concluded for commercial paper (CP) and certificates of deposit (CDs), CPsissued overseas, etc.

Chap. VI The Secondary Markets for Bonds

Chart VI-10.

115

Working Mechanism of Bond Lending (secured with cash deposit)[Proprietary repurchase agreement]

Securities
company

Debt securities→ Purchase
After the lapse of a certain period
Repurchase of← Debt securities
debt securities

Investor[Brokered repurchase agreement]

Selling
investor

Table VI-10.

Sale of debt →securities
After the lapse ofa certain period
Repurchase of ←debt securities

Securities
company

Purchase of →debt securities
After the lapse ofa certain period← Resale of debt
securities

Buyinginvestor

Turnover and Balance of Bond Repurchase Agreements (Gensaki)(¥10 billion, %)FYTurnover ofbonds (A)

Turnover of repurchase agreements
(B)

B/A

Balance ofrepurchaseagreements

2007

1,253,438

905,505

72.2

4,953

2008

1,051,186

724,941

69

2,326

2009

790,513459,243

58.1

1,589

2010

772,195

424,664

55

1,518

2011

840,802471,756

56.1

2,538

2012

852,118

503,564

59.1

2,354

2013

946,008

627,538

66.3

2,641

2014

1,050,441

706,429

67.3

3,079

2015

1,039,539

758,277

72.9

3,053

2016

928,393

691,841

74.5

3,344

Source: Japan Securities Dealers Association.

Despite some annual fluctuation, gensaki transactions have maintained asignificant level of trading volume because they conveniently meet the shortterm funding and cash management needs of investors. The outstanding balance of gensaki transactions reached almost ¥50 trillion at the end of fiscal
2007, compared with ¥7 trillion in the latter 1980s. Although there have beensome dips in the balance since then due primarily to the effects of the global
financial crisis, the balance turned upward in 2010 and since has been at the116

Chap. VI The Secondary Markets for Bonds

Table VI-11.

Balance of Bond Repurchase Agreements, by Major Investor Group(¥10 billion)

FY2007

FY2008FY2009FY2010FY2011FY2012FY2013

FY2014FY2015FY2016

Selling Buying Selling Buying Selling Buying Selling Buying Selling Buying Selling Buying Selling Buying Selling Buying Selling Buying Selling Buying
balance balance balance balance balance balance balance balance balance balance balance balance balance balance balance balance balance balance balance balance

Trust banks

0

18

0

8

0

68

0

88

0

97

0

13

0

0

0

2

0

0

0

0

Other banking
institutions

21

15

15

26

0

12

0

３

0

111

0

86

0

56

3

4

0

0

5

0

Investment Trusts

0

92

0

92

0

75

0

65

0 143

0 206

0

84

0

33

0

0

0

0

Corporations

3

31

0

31

0

47

0

43

0

0

0

31

0

25

0

4

0

3

Entities not
domiciled in Japan

82

50

1,960 1,760 678 466 446 446 538 560 616 1,200 511 1,293 588 1,759 865 1,951 754 2,228 572 2,373

Others

179 874 173 1,006 210 496 155 220 121 288

Bond dealers

2,790 2,163 1,460 697 933 446 825 539 1,800 618 1,772 511 1,998 588 2,111 876 2,233 774 2,383 914

70 19655 12299 18866

46 38455

Total

4,953 4,953 2,326 2,326 1,589 1,589 1,518 1,518 2,538 2,538 2,354 2,354 2,641 2,641 3,079 3,079 3,053 3,053 3,344 3,344

Source: Japan Securities Dealers Association.

¥30 trillion level.
Previously, the overwhelming majority of gensaki transactions were forshort-term government securities (TBs and FBs). Despite intensifying competition against other increasingly diversified money market instruments
these government bills have dominated the gensaki market, as the bills,
which have maturities and credit quality more suitable for gensaki transactions, have been increasingly issued to the public. More specifically, theseshort-term government securities dominated the market because (1) in 1986
the BOJ stopped reselling FBs that it had underwritten in the secondary market, shifting this operation to the gensaki market; (2) since 1999 the government has been issuing all FBs, in principle, directly to investors through public auctions; (3) the TB program got started in 1986; and (4) the issuance ofboth TBs and FBs has been regular and of large volume. Although the gensaki market developed primarily against the backdrop of this expansion of theshort-term government securities market, interest-bearing JGBs have taken
center stage in recent years, partially because of the massive overall issuanceof government bonds.
10. Gensaki Market for Bonds (2)In an effort to modernize and strengthen the international competitiveness ofJapan’s money market, the gensaki market underwent a reform to improve its

Chap. VI The Secondary Markets for Bonds

117

Working Mechanism of the New Gensaki Transaction System

Chart VI-11.
1. Start of transaction

Bonds

The buyer of bonds(the provider of funds)

Fund

The seller of bonds(the receiver of funds)- Purchase money for bonds
The market price of the bonds prevailing at the time a deal is struck÷(1 + haircut rate)×numberof bonds traded
2. Control of credit risk during the life of the agreement①The amount of money
corresponding to theinterest accrued on the
repurchase agreement
during the period

Haircut rate

②Collateral deficiency
developed by a fallin bond priceDuring the lifeof the agreement

Purchase money

The transaction starts

Interest on the
repurchaseagreement

Haircut rate
The market priceof the bond thenprevailing

Purchase money

Market price ofthe bond

The market
price of thebond falls

The transaction ends

- Credit given to the seller of the bonds by the buyer of the bonds (the provider of funds) = ① + ②- In the case referred to above, the buyer of the bonds can demand collateral (cash and/or bonds) of
the seller, the value of which is equal to the credit given him (margin call).
3. End of transaction

The buyer of bonds(the provider of funds)

Funds(repurchase)
Bonds

The seller of bonds(the receiver of funds)- Money to repurchase the bonds is necessary for the seller at the time the transaction isconsummated.
- The money of the buyer is needed to purchase the bonds at the time the transaction started +interest accrued on the repurchase agreement.

118

Chap. VI The Secondary Markets for Bonds

functions as a repo market that facilitates the need for both short-term financing and bond borrowing, and thus what came to be called new gensaki transactions started in April 2001. Up to that point, gensaki transactions werebought and sold much like the transactions commonly known as repo tradesin the U.S. and Europe but had various shortcomings that cried out for reform. In particular, the gensaki market did not have functional risk management facilities or standard rules for dealing with counterparty default. By thisreform, new measures were instituted and existing provisions were enhanced
for risk management and other purposes, establishing the gensaki market inaccordance with global standards.
The newly introduced provisions for risk management and other purposes(clauses in the repurchase agreement) may be summed up as follows:(1) Risk control clause:
The amount of collateral (bonds) shall be adjusted flexibly so as not tocause a shortage of collateral on account of a fall in the price of bonds
submitted as collateral.
(i) Application of the ratio for computing the purchase/sale value ofbonds (the haircut clause): Under this clause, the unit price of bonds(collateral), on the basis of which a repurchase agreement is concluded, is fixed at a level that is a certain percentage point lower
than the price prevailing at the time the repurchase agreement isconcluded, so that the value of the collateral will not be affectedeven when the market price of the underlying bonds falls.
(ii) Application of a margin call clause (collateral management, etc.):
Under this clause, when the market value of the underlying bonds
changes during the period of the repurchase agreement, the amountof credit extended to a party to the repurchase agreement is maintained by adjusting the collateral so that the market value of thebonds agrees with the amount of funds.
(iii) Application of repricing: In a case in which the market price of theunderlying bonds falls sharply from that which prevailed at thetime of the repurchase agreement, the parties to the agreementagree to cancel the agreement and renegotiate a new agreement on
the basis of the price then prevailing, on terms and conditions identical to those of the agreement thus canceled.
(2) Substitution of underlying bonds:
Under this clause, the seller of bonds can replace the underlying bonds
with other bonds with the consent of the buyer, allowing the seller to
use the underlying bonds if necessary.
(3) Institution of a netting-out system:
If the other party goes into default for any reason, such as bankruptcy,
the value of all transactions covered by the agreement will be reas-Chap. VI The Secondary Markets for Bonds

119

sessed based on market prices, and the difference between claims andobligations will be settled.
11. Bond Lending
When investors have shorted bonds (or sold bonds that they do not own) andfailed to buy them back before the settlement date, they turn to bond lending
services to borrow bonds to deliver. When the collateral is cash, bond lendingis also used to procure or invest money on a short-term basis similar to gensaki transactions.
Since market participants can obtain bonds through bond lending facilities
after trades are consummated, they can sell bonds that they do not own (sellshort) when they feel that the bond market is too expensive or particular issues are overvalued. Such operations contribute to greater liquidity in themarket.
Bond lending was instituted by legislation in 1989, following the lifting of
the practical ban on bond short selling. In fear of potential effects on the financial soundness of brokers and dealers and bond pricing, market participants had previously been requested to refrain from selling bonds short. Theban, however, was lifted to help encourage active market making in cash
bonds, and arbitrage between cash bonds and futures and bond borrowing
and lending was introduced as one of the means to locate bonds to deliver.
Initially, cash collateral bond borrowing and lending was restricted in light ofpotential conflicts with the gensaki market and other considerations, and,
subsequently, most transactions were uncollateralized. However, with credit
fears rising, the bond lending market remained stagnant and cash collateralbond borrowing and lending transactions were effectively deregulated in
1996 in order to invigorate the market.
When viewed from a legal standpoint, a bond lending transaction isdeemed to be a contract for a loan for consumption. A borrower borrows
bonds for the purpose of consumption and, when due, the borrower has only
to return bonds identical in kind and quantity with those originally borrowed.
Bond lending transactions may be broadly classified into“secured transactions”and“unsecured transactions”depending on whether they are collateralized or not. Secured bond lending transactions may be further divided into
“cash-collateralized transactions”and“securities-collateralized transactions”
by the type of collateral being pledged. Cash-collateralized transactions used
to borrow specific bond issues are called SC torihiki (specified collateral
trades), while those for financing and cash management without such specification are termed GC torihiki (general collateral trades). The size of the bondlending market (in terms of the balance of outstanding loans) has generally

120

Chap. VI The Secondary Markets for Bonds

Chart VI-12.

Trading Mechanism of Repurchase Agreements[Proprietary repurchase agreement]
Bonds
Selling investor

Buying investor
Cash[Brokered repurchase agreement]
Bonds
Bond lending rates
Selling investor

Buying investor
CashInterest accrued fromthe cash deposit

Table VI-12.

The Balance of Bond Lending Transactions, by Type of Collateral (on thebasis of delivery and face values)(¥10 billion)
Bonds lent

Bonds borrowed

SecuredSecured by Unsecuredtransactions cash deposit transactions

Total
9,872

SecuredSecured by Unsecuredtransactions cash deposit transactions
9,944

9,664

667

Total

FY2007

9,478

8,669

395

10,611

FY2008

6,863

6,679

246

7,109

6,863

6,679

246

7,109

FY2009

8,227

8,005

275

8,502

8,227

8,005

275

8,502

FY2010

7,333

7,128

284

7,617

7,333

7,128

284

7,617
8,503

FY2011

8,296

8,286

207

8,503

8,296

8,286

207

FY2012

8,239

8,200

227

8,467

8,239

8,200

227

8,467

FY2013

10,085

9,984

267

10,352

10,085

9,984

267

10,352FY2014

10,483

10,310322

10,805

10,483

10,310322

10,805FY2015

9,680

9,454

450

10,130

9,680

9,454

450

10,130FY2016

12,316

12,178428

12,744

12,316

12,178428

12,744

Note: Breakdowns of bond lending transactions have been published since January 1997. A partial revision was made to the calculation method in January 2009.
Source: Japan Securities Dealers Association.

Chap. VI The Secondary Markets for Bonds

121

been growing since cash-collateralized transactions were deregulated in
1996. The market has grown from approximately ¥34 trillion at the end of
fiscal 1996 (including approximately ¥17 trillion in cash-collateralized transactions) to ¥127 trillion at the end of fiscal 2016 (including approximately¥122 trillion in cash-collateralized transactions). The majority of bond lending transactions are conducted with government securities.

CHAPTER VII
Investment Trusts

1. Overview
An investment trust is a financial instrument that raises money from two or
more investors in order to establish a large fund that it invests in regarding avariety of assets, such as stocks and bonds, under the management of an investment specialist, and the profits earned through that investment are thendistributed among the investors in proportion to their contributions.
An investment trust allows investors to indirectly enter various asset markets even with a small amount of money as well as to enjoy the benefits ofscale economies and efficient diversified investment that are generated
through a joint investment with other investors, also allowing them to takeadvantage of information analysis and investment sophistication gained byhaving the investment managed by specialists. The repayment of the principal of an investment trust is not guaranteed, because its earnings depend
upon its performance. There are a variety of investment trusts depending on
investment instruments and methods, including one that is similar to deposit
and savings accounts and another that is like derivatives trading in that it
aims at achieving higher earnings by assuming higher risks.
The overall structure of the Japanese investment trust system is stipulated
in the Act on Investment Trusts and Investment Corporations. Regulations
concerning the actions of investment trust management companies, the key
players in the management of investment trusts, are defined in the Financial
Instruments and Exchange Act. Investor protection is also provided by selfregulatory rules established by The Investment Trusts Association, Japan(JITA), an approved self-regulatory organization under the Financial Instruments and Exchange Act.
Investment trusts play a major role in making investments for the generalpublic and have the economic benefit of helping companies to raise moneyby bringing in the funds of the general public on the securities market. They
also perform the function of contributing to the reasonable determination ofprices in the securities markets as an institutional investor.
Chart VII-2 shows the growth of the total net assets of publicly offered in-Chap. VII Investment Trusts

Chart VII-1.

123

Investment Trust Concept

Contributions from two or more investors

○

○

○

Investment and administration byasset management specialists
Diversified investment
Domestic and foreign stock markets
Domestic and foreign bond markets
Domestic and foreign real estate markets
Money markets, derivatives, etc.

A return of profits to investors

Establishment of a large fund

Chart VII-2. Trend of Total Net Assets of Publicly Offered Investment Trusts and Their
Positions
120
100

Balance of net assets of investment trusts (left scale, trillions of yen)
Ratio of investment trusts in individual financial assets (right scale)

10%
9%
8%
7%

80

6%
5%

60

4%

40

3%
2%

20

1%

0
97 98 99 00 01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16 170%Note: Figures for 2017 are as of the end of September (percentages in individual financial assets are as ofthe end of June).
Source: Balance of net assets of investment trusts: the Investment Trusts Association, Japan; ratio ofinvestment trusts in individual financial assets: Bank of Japan Flow of Funds Accounts .

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Chap. VII Investment Trusts

vestment trusts over the past 20 years in Japan. The market declined after the
burst of the bubble economy but rebounded temporarily around 2005 alongwith the recovery of the stock market encouraged by a heightening of investment awareness among the people of the country in an ultralow-interest-rateenvironment. The market fell again, a drop of 35% year on year, following
the global financial crisis in 2008. Nevertheless, the decline in the market
bottomed out in January 2009 and topped the ¥100 trillion level for the firsttime in May 2015. Still, as of the end of 2016, Japan accounted for only 2.2%of the net assets total of the world’s publicly offered investment trust of morethan $36.8 trillion (¥4,300 trillion), a small portion compared with Japan’sapproximately 6% share of the world gross domestic product (GDP). Thissuggests that there is high growth potential for investment trusts in Japan, so
it is expected that investment trusts will grow as a core product, accelerating
the shift from“saving”to“asset-building”in the future.
2. History of Investment Trusts
The investment trust, a collective investment scheme, has proved popular inboth developed countries as well as emerging countries in various forms
since its inception in the U.K. in the late nineteenth century.
In Japan, investment trusts existed before the war, but the current systembegan with the enforcement of the Securities Investment Trust Act in June
1951. It was not naturally generated from demands from investors as in theWest but was politically introduced for a supply-and-demand adjustment ofstocks substantially released as a result of the break-up of the zaibatsu financial combines (democratization of securities) and in order to raise money forrevivifying industries during the postwar period, when there was a severelack of funds. Legislated in reference to the prewar investment trust, it was
launched in the form of the unit-type stock investment trust (contractualtype).
The Securities Investment Trust Act was partially amended in 1967 after
the securities crisis, to establish the code of conduct for investment trust
management companies; to clarify the fiduciary duty of investment trust
management companies to beneficiaries (persons who process operations forothers in trust are required to act only for the benefit of the others); and to
adopt and strengthen provisions on prohibited activities. In 1995, a major reform was conducted, mainly for the purpose of advancing deregulation andgreater disclosure.
The large amendments to the law made in 1998 were associated with implementation of the Act on Revision, etc. of Related Acts for the Financial
System Reform under“free, fair, and global”principles. As a result of theChap. VII Investment Trusts

Table VII-1.

125

History of the Investment Trust in Japan (Post-war)

SystemProducts
MarketingManagement
The Securities Investment Trust Investment trusts were Investment trusts became Assets were invested mainly
Act was implemented (1951)
launched in the form of unit- available at securities compa- in domestic stocks
type investment trusts (1951) nies
Open-type investment trust
was launched (1952)
Investment trust management Bond investment trusts werebusiness was separated from established (1961)
securities companies (beginning operations in 1960)
The Securities Investment
Trust Act was amended to add
provisions for the duty of loyalty of investment trust management companies to beneficiaries and the duty of
disclosure, etc. (1967)

The medium-term governInvestment trust management ment bond investment trusts
companies entered the invest- were established (1980)
ment advisory business (1984)

The weight of domestic bonds
substantially increased (1961)

Foreign securities began to be
The marketing of foreign in- included in assets of investvestment trusts in Japan was ment trusts (1970)
liberalized (1972)

Foreign companies entered
Japanese investment trust
management business (1990)

MMFs were established
Investment trust management
Bank affiliates entered invest- (1992)
ment trust management busicompanies started to sell inness (1993)
vestment trusts directly (1993)
Investment trust reform wasdetermined (1994)
Reform was implemented in Nikkei 300 Exchange Trad1995
ed Fund was established(1995)Act on Revision, etc. of Related
Banks and insurance compaActs for the Financial Systemnies started to sell investment
Reform was implemented
trusts (1998)(1998)
Private placement investment trusts were launched(1999)

Investment restrictions were
deregulated, including utilization of derivatives for purposes other than hedging (1995)

The Act on Investment Trusts Corporation type investment
and Investment Corporations trusts were established
was implemented (2000)(2000)

Target of investment trusts expanded to a variety of fields,
including real estate (2000)

Portfolio valuation method of Real estate investment trusts
bond investment trusts shifted were established (2001)
to market value accounting(2001)
In-kind contribution ETFs
were listed (2001)

The Act on Sales, etc. of Fi- Some MMFs’net asset value
nancial Instruments was im- fell below their principle
amount (2001)
plemented (2001)

The Financial Instruments andExchange Act was implemented (2007)

Source: Author of the chapter

Sales of investment trusts
started at post offices (2005)

Target of investment trusts
was expanded to commodities(2008)
Credit risk regulations wereintroduced (2014)

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Chap. VII Investment Trusts

amendments, the corporation type investment trust, the mainstream in the
U.S. and Europe, was introduced in Japan, where only the contractual typeused to exist, from the standpoint of promoting the globalization of the investment trust business, deregulating the establishment of new funds bychanging from an approval system to a filing system, and allowing investment trust management companies to outsource the management of the fundto outside companies. Distribution channels were also expanded to financial
institutions, and banks became able to distribute investment trusts. Disclosure
was enhanced by obligating investment trusts to meet disclosure requirements under the Securities and Exchange Act.
In 2000, investment objects were expanded to those other than securities.
This allowed investment trust management companies to establish the“realestate investment trust.”The law was renamed“the Act on Investment Trusts
and Investment Corporations,”deleting the word“Securities.”Amendments
were made to include additionally the duty of due care of a prudent management (investment fund management companies are required to give instructions on asset management of investment trusts as good managers) in therules of conduct for investment trust management companies.
In 2006, in relation to the enactment of the Financial Instruments and Exchange Act (implemented at the end of September 2007), the Act on Investment Trusts and Investment Corporations was amended to relegate provisions
on the rules of conduct for investment trust management companies. Further,in 2014, risk regulations on managed assets were also introduced.
3. Forms of Investment Trusts
Investment trusts are broadly classified into the contractual type and the corporation type.
Contractual Type (Investment Trust)Some contractual type investment trusts take such legal form as a trust or acommon fund in most of the world; however, in Japan the contractual type
investment trust takes the legal form of a trust and is subclassified into investment trusts with investment instructions from trustors or without investment instructions from trustors.
An investment trust with investment instructions from trustors consists ofthree entities: the trustor, the trustee, and the beneficiary. The trustor is an asset management company (investment trust management company) registered with the Financial Services Agency. It carries out product development,
prepares a trust deed and files it with the authorities, and provides investment
instructions to a trustee (it has the authority to outsource the investment in-Chap. VII Investment Trusts

The Operating Structure of Investment Trusts with Instructions fromTrustors
Distributing
companies

TrustorTrustee

Instructions on
management,
etc.

Safekeeping,etc.

Purchase/holding

Handling ofsubscription

Sales/

Securities

Sales/

Distribution
Registered agreement

Investors

Investors

Investors

Redemption companies

financial

Redemption institutions
Sales/

DirectRedemption marketing

Investment

Trust
agreement

Trust banks, etc.

Beneficiaries

Investment trust
management companies

Chart VII-3.

127

Investment

Investment

Main
investment
objectives
Securities

Real estate

Others

Source: Partially adjusted flowchart from the Investment Trusts Association, Japan’s report on
Investment Trusts in Japan 2014.

structions to outside companies). The trustee is a trust company or a bankconcurrently engaging in the trust business of holding and administrating assets under investment trusts according to a trust agreement. Investors obtain
the position of beneficiary by accepting a beneficiary certificate and receive
the profits arising from investment management as dividends or by redeeming the certificate.
In the case of an investment trust without investment instructions fromtrustors, the trustee enters into a trust agreement with two or more investors
and combines their funds into a trust asset, which is then invested mainly in
specified assets excluding securities and held and administrated by the trustee
without instructions from the trustors.
Chart VII-3 shows the structure of an investment trust with instructions
from trustors which is generally adopted in Japan.
Corporation Type (Investment Corporation)
The corporation type is operated in a legal form that is similar to a corporation. In Japan, an investment corporation with a corporate veil is establishedand operated by officers who are appointed by an investors meeting, but it
must entrust its business, such as asset management, custody of the fund’s assets, general business administration, and the handling of subscriptions, tooutside companies. Investors obtain the position of shareholder by accepting
share certificates (investment certificates) issued by the investment corporation and receive the profits arising from the investment management as dividends. Chart VII-4 illustrates such a structure.

128

Chap. VII Investment Trusts

Chart VII-4. Operating Structure of Corporation Type (Investment Corporation)
Investment Trusts
Investment corporation
Auditor(Certified public accountant,accounting firm)

Administration
service providers

Appointment
Auditing
Entrustmentof generalbusiness
administrations

General meetingof investors

Board of directors
Executive directors andsupervisory directors

Entrustment ofmanagement

Investment adviser(Financial instruments
business operators)

Entrustment ofsafekeeping Asset custody company(trust bank, securities
firm, etc.)

Entrustment of subscription
Distributing company(securities firms andregistered financial
institutions)

Investor

Source: The Investment Trusts Association, Japan, Investment Trusts in Japan 2014.

Both the contractual type and the corporation type of investment trusts inthe world include the open-end type and the closed-end type. Which typethey are grouped into depends on the claims of investors to redeem issued
certificates. The open-end type accepts the beneficiary’s request and redeems
the certificates at market price by selling trust assets, while the closed-end
type does not accept the beneficiary’s request to redeem the beneficiary’s certificates. The latter ensures liquidity by listing its issued certificates. In Japan,
contractual type investment trusts are principally of the open-end type, while
corporation type investment trusts, in particular, real estate investment trusts,
are of the closed-end type.
4. Investment Trust Products
The total net assets of broadly defined investment trust products amounted to¥195 trillion in Japan as of the end of September 2017. They are classified bya variety of methods.

129

Chap. VII Investment Trusts

Chart VII-5.

Overview of Investment Trusts (total net assets, number of funds)
As of September 30, 2017
Figures refer to total net asset value (billions of yen)
Figures in parenthesis indicate the number of funds
Shaded area represents securities investment trusts
Contractual-type
investment trusts
105,232,000(6,149)Securities investment
trusts105,232,000(6,149)Unit-type investment trusts

Stock investment
trusts
92,109,296(6,029)938,944(329)

Open-type investment trusts 91,170,352（5,700)ETFs

20,347,311(155)
Others 61,292,075(5,400)Public offering
investment
trusts113,950,971(6,210)Bond investment
trusts13,122,704(120)

Investment trusts other than 0
securities investment trusts (0)Total investment
trusts
195,698,831(11,554)

Privateplacement
investment trusts
81,747,860(5,344)

Investmentcompanies
8,718,971(61)

Securities investment companies

Contractual-type
investment trusts
80,307,587(5,318)

Securities investment trusts
80,307,587(5,318)Unit-type investment trusts

9,806
(20)

Open-type investment trusts 13,607,234
(101)
MRFs
12,344,178
(12)
MMFs

0
(0)

Others768,720(88)

Money trust benefit funds0(0)Investment trusts managed by trustee 0
(0)

0
(0)
Real estate investment companies (Note) 8,699,118(58)
Infrastructure investment companies (Note) 19,853(3)
Stock investment trusts 76,059,564(4,519)Bond investment trusts 4,248,023(799)

Investment trusts other than securities investment trusts 0(0)
Investmentcompanies
1,440,274(26)

Securities investment companies

7,204
(1)

Real estate investment companies (Note) 1,433,070(25)

Note: Figures on real estate investment companies and infrastructure investment companies are from the previous month.
Source: The Investment Trusts Association, Japan.

Public Offering of Investment Trusts and Private Placements of Investment Trusts
A public offering of investment trusts is offered to 50 or more unspecified investors, while a private placement is sold to Qualified Institutional Investors
or specified investors stipulated in the Financial Instruments and Exchange
Act or to fewer than 50 investors. Establishment of a private placement wasmade possible by the 1998 amendment to the Investment Trust Act. It has themargin to freely design products only with the approval of the investors, be-130

Chap. VII Investment Trusts

cause a private placement is subject to less-rigid investment restrictions thana public offering. Therefore, privately placed funds attract the attention oflarge investors, in particular institutional investors, and rapidly increase involume as funds invested in by variable annuities, etc.
Stock and Bond Investment Trusts
The Japanese tax laws define stock investment trusts as funds that hold evena small number of stocks, and bond investment trusts are funds that invest
not in stocks but only in bonds. Bond investment trusts include funds that invest mainly in long-term bonds and Money Reserve Funds (MRF) that invest
in short-term money market vehicles.
Unit-Type and Open-Type Investment Trusts
Unit-type investment trusts are funds that do not allow additional subscriptions after having accepted funds in principal value only during their initialsubscription period, while open-end investment trusts are funds that do accept additional subscriptions at market value after their establishment. In Japan, investment trusts were launched in the form of the unit type, which was
similar to savings instruments, in 1951; however, open-end investment trusts
have currently become a mainstream financial instrument, just as in foreigncountries.
Classification by Investment Object
The Investment Trusts Association, Japan, offers a product classification according to the object of investment of the funds, so that investors can selectfunds easily. The prospectus of funds clearly describes into which classification the funds fall.
Exchange Traded Funds (ETF)
Among open-type funds, funds whose net asset value fluctuates closely withsecurities price indexes, including the stock index, and whose units are listed
and traded on exchanges like stocks are called ETF. (In the U.S., actively
managed ETFs also exist.) They are formed by the in-kind contribution ofstocks by designated participants and others, and the units/shares of many
ETFs can be exchanged for the component stocks held in a timely manner.
This creates arbitrage opportunities with the component stocks, a mechanismthat keeps the gap between the traded prices of the fund on the exchange andthe indexes targeted by the fund within a small range.

Chap. VII Investment Trusts

131

5. Sale of Investment Trusts
The subscription and sale of investment trusts had been practiced only by securities companies in Japan since the establishment of investment trusts in
1951. (Some investment trust management companies started direct marketing in the 1990s.) The entries of financial institutions, including banks, in1998 and some post offices in October 2005 expanded the distribution network rapidly. As a result, there was a substantial change in the breakdown of
the total net assets of investment trusts by distribution channel, as describedin Chart VII-6. Financial institutions, including banks, accounted for 27% of
public offerings of investment trusts and 31% of publicly offered stock investment trusts as of the end of September 2017. Banks had nearly an 80%
share in private offerings of investment trusts. In contrast, investment trust
management companies saw weak growth in direct marketing, partially due
to the exit of large companies related to securities companies (as such companies absorbed the sales).
Investment trusts are generally available over the counter in distributing
companies and through their sales agents. Recently, the number of onlinetransactions has also grown. According to a survey conducted by the Investment Trusts Association, Japan, in 2015, 18.6% of all respondents answeredthat they had acquired investment trusts online.
Distributing companies are subject to the Financial Instruments and Exchange Act, Act on Sales, etc. of Financial Instruments and the regulations of
the Japan Securities Dealers Association, and they are obliged to comply
with the rules on sales of the Investment Trusts Association, Japan. For example, they must comply with the suitability rule, which requires distributing
companies not to engage in inappropriate solicitation activities in light ofcustomers’knowledge, experience, investment purpose, and assets and to assume“accountability”for risk factors, including market and credit risk, andfor important portions in the structure of transactions and to maintain the“duty of sincerity to customers”not to conduct“prohibited activities”at thetime of sale, such as providing conclusive evaluations. Depository institutions, such as banks, shall be required to take measures to prevent customers
from mistaking investment trusts for deposits at the sale of investment trusts,
including explaining that they are not covered by the deposit insurance system. As a part of the enhancement of accountability at the implementation of
the Financial Instruments and Exchange Act in 2007, the“duty to deliver
documents prior to the conclusion of a contract”was introduced. This duty,
however, is not required when the eligible prospectus has been delivered tocustomers. For investment trusts, the requirement is satisfied by delivering
the eligible prospectus.

132

Chap. VII Investment Trusts

Chart VII-6. Breakdown of Total Net Assets of Publicly Offered Stock Investment
Trusts by Distribution Channel (As of September 30, 2017)
Total public offering investment trusts

Public offering stock investment trusts

Direct marketing 0.7%

Direct marketing 0.9%

Banks, etc
27.0%
Securities
firms
72.2%

Banks, etc Securities
30.8%
firms
68.3%

Chart VII-7. Changes in Composition of Total Net Assets of Publicly Offered Investment Trusts by Distribution Channel
Securities companies
98

Banks, etc

Direct marketing

95.8%

03

0.5%

72.0%

08
13

0.5%

42.7%

0.7%

33.0%

66.4%

17/9

0.6%

27.3%

56.8%

0.7%

27.0%

72.2%

3.8%

Chart VII-8. Changes in Breakdown of Total Net Assets of Overall Private Placement
Trusts by Distribution Channel
Securities companies
43.3%

99

25.1%

Direct marketing

35.2%

33.9%

03
08

Banks, etc

21.5%

60.6%
70.2%

5.5%
4.7%

13

17.9%

72.5%

9.6%

17/9

16.9%

77.4%

5.6%

Source: All the above are based on statistics of the Investment Trusts Association, Japan.

Chap. VII Investment Trusts

133

The sales commission for investment trusts, which had been determinedby the funds, was liberalized in Japan as a result of amendments to the business rules of the Investment Trusts Association, Japan, in 1998. At present,different companies can charge different commissions even for the same
fund. There have also been reductions in commissions and a diversificationof commission systems.
6. Investment Management of Investment Trusts
Investment trusts invest mainly in“specified assets”defined by the Order for
Enforcement of the Act on Investment Trusts and Investment Corporations.
(As of September 2017, the specified assets consist of 12 types of assets, including securities, real estate, and rights associated with derivatives trading.)
Funds investing mainly in securities are called securities investment trusts.
Chart VII-9 shows the distribution of assets under the management of publicly offered securities investment trusts as of September 2017. Reflecting an
improvement in stock market conditions, the ratio of stocks is high while theratio of bonds is declining due to low interest rates. Moreover, blue-chipstocks are being given preference in the selection of the domestic stocks included in the funds, such as electric, information and communications stocks.
In operating business activities, investment trust management companies,
which invest their assets according to the investment policies described in theprospectus of funds, are subject to the Special Provisions Concerning the Investment Management Business of the Financial Instruments and ExchangeAct. They assume the duty of sincerity to customers and the duty of loyalty
and the duty of due care of a prudent management to the beneficiaries; theyalso are prohibited from undertaking these activities: (1) transactions between managing assets and the investment trust management company or its
directors/executive officers; (2) transactions among funds under management(excluding certain portions); (3) transactions for the purpose of its own benefit or the benefit of other parties by taking advantage of the changes in priceof specific financial instruments resulting from such transactions; (4) transactions whose terms are different from those of ordinary transactions and that
affect adversely the benefits of beneficiaries; (5) transactions of securities
and other transactions for its own account by using information obtained
through transactions for investment management; and (6) cases in which aninvestment trust management company or some third party provides beneficiaries or a third party with compensation to offset a loss or increase profit.
As firewalls to promote profits of other businesses or of the parent company,
subsidiaries, etc., executing unnecessary transactions in light of the investment management policy, the amount of assets managed and market condi-

134

Chap. VII Investment Trusts

Chart VII-9. Distribution of Assets of Investment Trusts in Japan (as of September 30,
2017, total publicly offered securities investment trusts)
Others15.2%

Stocks 40.9%
Investment trust
beneficiary securities &investment securities
29.9%
Bonds 14.0%

Chart VII-10.

Breakdown by Industry Group of Domestic Stocks Held by Investment
Trusts (publicly offered stock investment trusts as of the end of September 2017)

Others 34.4%

Electrical equipment 16.2%
Information andCommunications
9.4%
Machinery 8.0%

Banking
4.7%
Retail 6.3%
Pharmaceuticals 5.4%

Chemical 7.8%
Transportation-related
equipment
7.8%

Source: All of the charts on this page are based on data from the Investment Trust Association, Japan.

tions, was prohibited. Additionally, the Investment Trust Act imposes a restriction on investment trust management companies prohibiting them fromgiving instructions to acquire stocks of the same issuing company when thenumber of stocks held by all investment trusts managed by the given investment trusts management company exceeds 50% of the total number of outstanding stocks of that same issuing company. The Investment Trusts Association, Japan, has self-regulatory rules concerning investment instruments andinvestment methods in addition to those concerning credit risk regulations.
The Investment Trust Act stipulates that an investment trust managementcompany exercises the rights of shareholders, including voting rights, on
portfolio stocks. Investment trust management companies disclose their basic
policies on and the results of the exercise of voting rights on their websites.
Additionally, in accordance with Japan’s Stewardship Code formulated in2014, activities to promote engagement by listed companies are also underway.

Chap. VII Investment Trusts

Table VII-2.

135

Exercise of Voting Rights for Domestic Stocks at General Shareholders
Meetings by Investment Trust Management Companies (2016)— Voting on Items Proposed by Companies, Total for 67 Companies that
Invest in Domestic Stocks —Name of proposal

For
(A)

Total of
Total
Percentage
Againstnumber ofof votes
Against Abstain
and Abstain proposals
against,
(B)
(C)
(D)
(E)
etc.
(B)+(C) (A)+(B)+(C) (D)/(E)(1) Appropriation of surplus

30,520

1,160

9

1,169

31,6894%(2) Election of Directors*1

61,715

14,42222

14,444

76,15919%(3) Election of Auditors*1

27,378

8,903

12

8,915

36,29325%(4) Partial amendment to the Articles ofIncorporation

14,802

783

3

786

15,5885%(5) Payment of retirement benefits

2,110

1,973

5

1,978

4,088

48%

(6) Revision of amounts of remuneration
for corporate officers

18,154

729

9

738

18,892

4%(7) Issuance of subscription rights/warrants

3,535

578

0

578

4,113

14%

(8) Election of accounting auditor

767

5

0

5

772

1%

(9) Reconstruction related*2

779

35

0

35

814

4%

(10) Other proposals by the company*3

6,282

2,763

5

2,768

9,050

31%

166,042

31,351

65

31,416

197,458

16%

Total

*1 If for a proposal on election of multiple candidates, a vote against one candidate is made, the vote forthe proposal is recognized as“against”for data compilation purposes.
*2 Merger, business transfer/acquisition, share exchange, share transfer, company split*3 Proposals other than (1) to (9) above (takeover defense measures, capital increase by third-party allotment, decrease in statutory reserve, purchase of treasury shares, capital decrease, share consolidation,etc.)
Source: The Investment Trusts Association, Japan“Results of Questionnaire Survey on Exercise of Voting Rights by Investment Trust Management Companies”2016

7. Customer Base of Investment Trusts
Chart VII-11 shows the breakdown of beneficiaries of investment trusts (interms of value). Over 50% of investment trust assets are held by households,
with the remaining nearly 40% accounted for by insurance companies, pension funds, business firms, and financial institutions. Japanese households
hold a high share of investment trusts, much like U.S. households, but privately held pensions are thought to account for a lower share compared with
the United States. Meanwhile, the holding ratio of the BOJ increased as a result of active ETF purchases made by the central bank.

136

Chap. VII Investment Trusts

Chart VII-11.

Breakdown of Holders of Investment Trusts (as of the end of 2016)
Japan

Central banks(Reference) U.S.

Business
corporations Others

7.8%

Business
corporations

1.8%

7.9%

Financial
institutions

Financialcorporations

Households
52.9%

14.9%

5.0%

3.2%

Others10.6%
Households
50.4%

Insurance companies
and pension funds
14.9%

Insurance companies
and pension funds
30.7%

Source: Bank of Japan, Flow of Funds Accounts .

Source: FRB, Flow of Funds Accounts.

Table VII-3.

Profiles of Individual Investors Holding Investment Trusts (2015)

Investment trust holding ratio by age
Male
Aged 20 to 24
Aged 25 to 29
Aged 30 to 34
Aged 35 to 39
Aged 40 to 44
Aged 45 to 49
Aged 50 to 54
Aged 55 to 59
Aged 60 to 64
Aged 65 to 69
Aged 70 to 74
Aged 75 to 79
Aged 80 to 84
Aged 85 to 89
Aged 90 or above

0.9%
1.4%
4.6%
7.3%
7.6%
6.3%
10.7%
11.5%
11.8%
14.6%
18.4%
11.8%
17.2%
15.4%
16.7%

Female
1.1%
3.8%
1.0%
4.3%
4.3%
7.6%
8.2%
8.5%
12.2%
12.6%
11.4%
9.6%
9.7%
4.2%
0.0%

Investment trust holding ratio by annual income
Less than ¥1 million¥1 million or above, less than ¥2 million¥2 million or above, less than ¥3 million¥3 million or above, less than ¥4 million¥4 million or above, less than ¥5 million¥5 million or above, less than ¥7 million¥7 million or above, less than ¥10 million¥10 million or above

5.6%
6.9%
10.7%
10.0%
10.3%
10.9%
17.6%
31.4%

Overall average: 8.7%
Source: JSDA“Nationwide Survey (on individuals) concerning Securities Investment Trusts)”FY2015
issue

Though households are a core holder of investment trusts, the penetrationof investment trusts into household financial assets is low. A 2015 survey thatwas conducted by the Japan Securities Dealers Association indicates that
holders of investment trusts include only 8.7% of the adult population. That
ratio is extremely down from the level of more than 16% in 1988 during the
bubble economy. The penetration shows a sign of recovery after reaching theChap. VII Investment Trusts

Table VII-4.

137

Purpose of Purchasing Investment Trusts by Individual Investors
Japan

Living costs after retirement
No particular purpose but to increase funds
Diversification of risks associated with assets
Learning about economics
Education funds for children or grandchildren
Leisure funds
Housing funds(Reference) U.S.A.
40.1%
27.8%
24.1%
12.3%
9.1%
6.3%
3.4%

Funds after retirement
To prepare for emergencies
Supplementary to current revenue
Education funds
Reduction of taxable income
Funds to purchase house or other large item
Others

72%
8%
7%
5%
4%
3%
1%

Source: The Investment Trusts Association, Japan“Questionnaire Survey on Investment Trusts”2015;
multiple answers allowed; indication of top items only
U.S.A.: ICI (2015), Profile of Mutual Fund Shareholders; response to“primary financial goal”

bottom of 6.1% in 2003. By age group, the holding rate of investment trusts
is 10% for people aged 60 or more, while it is only 0 to 3% for people intheir 20s. It is noticeable that the holding rate is extremely low in young people. This indicates an environment in Japan in which financial assets held byindividuals are concentrated among the elderly. In the U.S., though thegroups of those aged 45 to 54 and 55 to 64 comprise the top groups, thegroups of those aged 35 to 44 and those under 35 stood at 46% and 35%, respectively, demonstrating an environment in which the average penetrationof investment trusts among households is above 40% (as of 2016). It is desired also in Japan that enhancing the individual-type defined-contribution
pension plan, including NISA, Junior NISA, Dollar-Cost Averaging NISA
and iDeCo, will drive an increase in the holding of investment trusts among
the younger age groups.
In 2016, the amount subscribed by individuals averaged ¥4.04 million for
unit-type publicly offered stock investment trusts for which statistics areavailable, while in terms of the numbers of subscribers, the category of ¥0.5
million – ¥1 million accounted for 25% and that of ¥1 million – ¥3 million
accounted for 35% of the total subscribers.
Many investors previously answered that they had no specific investment
purpose as their reason for buying investment trusts (Japanese people traditionally save money for unexpected purposes, i.e.,“for a rainy day”). Recently, however, more and more individuals are buying investment trusts for“post-retirement living expenses.”In the U.S., the majority of individuals
buy investment trusts for their retirement. In many cases, Americans continuously purchase the trusts via accounts for defined contribution pension plans,
including the 401k. (This results in a higher holding rate among the young
and middle-aged groups.) In contrast, many buyers do not have any specificpurpose in Japan. In many cases, they do not make monthly payments into

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Chap. VII Investment Trusts

investment trusts; rather, they invest a good sum of money at one time, andthis is estimated to be largely dependent on the movement of the securities
markets.
8. Disclosure of Investment Trusts
Until 1997, disclosure of investment trusts was covered not by the Securities
and Exchange Act but by the framework defined in the Securities Investment
Trust Act (now the Act on Investment Trusts and Investment Corporations).
Following the deregulation of the establishment of funds, in which the filingsystem replaced the approval system, as a result of the enforcement of the
Act on Revision, etc. of Related Acts for the Financial System Reform in
1998, the Securities and Exchange Act (now the Financial Instruments andExchange Act) was applied to investment trusts the same as to stocks, etc.
Therefore, publicly offered investment trusts are now subject to both the Investment Trust Act and the Financial Instruments and Exchange Act in termsof disclosure. Details of disclosure are summarized as follows.
Issuance Disclosure
As issuance disclosure, the Financial Instruments and Exchange Act requires
investment trust management companies to file the“securities registration
statement”with the regulatory authorities (for public inspection) and to deliver the“prospectus”to individual investors at the time of subscription. Given the unique characteristics of the way in which investment trusts are sold(while offering for subscription of stocks is made only at initial public offering and capital increases, and at other times, investors purchase issued stocks
on the secondary market, investment trusts are continuously offered after establishment of funds by initial subscription), the prospectuses were split into
two volumes to“provide investors with information in an easy-to-understandmanner”in 2004. That is, the two volumes consist of a“summary prospectus,”which distributing companies are required to deliver in advance to all
investors entering into contracts, and a“detailed prospectus,”which distributing companies deliver to investors when requested.
As issuance disclosure, the Investment Trust Act requires investment trust
management companies to“notify the details of the basic terms and conditions”to the regulatory authorities and to“deliver documents describing thedetails of the basic terms and conditions”to the investors. Descriptions in theprospectus are substituted for the latter.
Periodic Disclosure
In terms of disclosure after the establishment of investment trust funds, theChap. VII Investment Trusts

Table VII-5.

Publicly Offered Securities Investment Trusts Disclosure System of Japan
Voluntary
disclosure

Statutory disclosure
Disclosure for supervisory
authorities and for public
inspection
FIEA
Issuance
Disclosure(Disclosure atoffering)

139

Securities
Registration
Statement
Amendment ofSecurities
Registration
Statement

Act on Investment Trusts andInvestment
Corporations

Individual disclosure forinvestors

FIEA

Registration on Prospectus
the contents of (Summary
the agreement prospectus)(Detailedprospectus)

AnnualFinancial report
Periodic
Securities Report (investment
Disclosure
report)(disclosure while Semi-annual
under manage- Securities
ment)
ReportExtraordinary
ReportPublic disclosurefor investors

Act on Invest- The Investment
ment Trusts andTrustsInvestment
Association,
Corporations Japan Rules, etc.
Document
Define thesummarizing the Guidelines oncontents of the
Preparation ofagreement
Prospectus(may be indicatedin the prospectus)
Financial report Monthly(investment
disclosure ofreport) (Summary MMF, MRF andfinancial report) timely disclosure(full-version
on the website offinancial report) each investment
managementcompany

Source: Author of the chapter

Financial Instruments and Exchange Act requires investment trust management companies to file their“securities report”to the regulatory authorities
after the end of each accounting period (for public inspection). (Semi-annual
securities reports are also filed when funds settle accounts once a year.)
As for periodic disclosure, the Investment Trust Act requires investment
trust management companies to deliver their“financial report”to individual
investors. In 2014, it was decided that the financial report would be madeavailable in two phases based on an approach similar to having two volumesof prospectuses as described above: a summary financial report issued to all
beneficiaries and a financial report (full version) publicized on the website of
the management company and issued to beneficiaries upon request.
In addition, the Investment Trusts Association, Japan, has established“timely disclosure”provisions as self-regulatory rules that should be postedon the website of each investment trust management company, and this disclosure is performed at least monthly for each fund.

140

Chap. VII Investment Trusts

Table VII-6. Major Items in Summary Prospectus (Explanatory Document) of Publicly
Offered Investment Trust
Items recorded

Contents recorded(Items recorded on the front page, etc.)(1) Name of fund and product category Name of the fund indicated on the securities registration state(2) Information on investment trust ment and product category in the Guidelines Concerning Product Categories set forth by the Investment Trusts Association,
management company, etc.
Japan.
Name of investment trust management company, date of establishment, paid-in capital, total net asset value of investment
trusts managed, website address, telephone number, name oftrustee, etc.
(Items recorded in the main text)(1) Fund objective and characteristics(2) Investment risks(3) Investment performance(4) Procedure, commission, etc.

(5) Additional information

Fund characteristics and investment focus based on the basic
investment policy, investment attitude, etc. provided in theagreement; Matters reflecting the fund characteristics, e.g.,fund structure, investment method, investment process, investment restrictions, and distribution policy; If investment management is outsourced, the name of the investment manager
and the content of outsourcing
Factors underlying fluctuations in standard price, risk management system, comparison with other assets( i ) Transition of standard prices and net assets in the last decade—standard prices illustrated using a line graph; net assets illustrated using a bar or area graph( ii ) Transition of distributions in the last decade(iii) Status of core assets—top 10 portfolio issues, ratio by industry, ratio by asset type, etc.
(iv) Transition of annual earnings ratio in the last decade—illustrated using a bar graph. For funds with benchmarks,
also indicate the percentage changes of benchmarks( i ) Subscription memo (purchase price, application procedure,
trust period, taxes, etc.)(ii) Fund costs (commission at purchase, partial redemption
charge, investment management cost (trust fees) and allocation thereof, other expenses, taxes
If there is a need to provide explanations on fund characteristics and risks in a greater detail (e.g., for fund of funds, use ofstructured bonds and derivatives), the details

Source: Cabinet Office Order on Disclosure of Information on Regulated Securities and the JITA Rules
on Preparation of Summary Prospectus (as of September 2017)

Chap. VII Investment Trusts

141

9. Services and Products Based on Investment Trusts
Cash Management Account
The account is to combine the securities trading accounts of securities companies and money reserve funds (MRFs), open-end bond investment trusts
for the account, via auto transfer. Recently, the MRFs have been replacedwith bank accounts in some cases. The account invests its remaining idlemonies, including the interest on bonds, dividends on stocks, and proceedsfrom the sale of securities, in MRFs and also offers such services as paymenton the acquisition of securities, cash advance on ATMs, and securities-backed
loans. The accounts were established in October 1997 on the model of the
CMA (Cash Management Account) funds developed in 1977 by Merrill
Lynch in the U.S. The Investment Trusts Association, Japan, imposes rules
on MRFs on investment management, including one stipulating that investments should be made to financial instruments with high credibility and witha short term up to maturity in light of liquidity and security.
Wrap AccountA wrap account is a product that securities companies, etc. bundle and forwhich they offer a set of asset management services, including the determination and rebalancing of asset allocation and the selection of individual issues and management reports, only in exchange for annual fees to customers’balance of assets (no commission resulting from trading). Wrap accounts,
which invest their assets in investment trusts only, were commercialized following liberalization of sales commissions for investment trusts in 1998 andafter obtaining permission to engage in the discretionary investment management business by securities companies. Wrap accounts are also commercialized to offer asset management services with individual issues, such as
stocks, as a result of the complete liberalization of brokerage commissions in
October 1999.
Defined Contribution Pension Plans (e.g., Japanese 401k, iDeCo)
Partially backed by the increasing mobility of the employed and a deterioration in the financial positions of DB (defined benefit) corporate pensions, DC(defined contribution) pension plans offering high portability began to be offered in 2001. The participants in corporate DC plans invest their company
contributions (contributions to the reserves by employees have been permitted since 2012), and participants in individual-type DC plans (referred to as) invest their own distributions in investment instruments, including“iDeCo”
investment trusts, stocks, bonds, and bank deposits, at their own responsibility. Their performances are reflected in future receivable pensions. Many in-

142

Chap. VII Investment Trusts

Chart VII-12.

Outline of a Securities General AccountSalary and annuity
Transfer

ATMs atbanks andpost offices

Deposit andwithdrawal

Automatic transfer ofpurchase money or theproceeds of sale
Investment instocks, bonds, andinvestment trusts

MRF- Unit of subscription: ¥1 or
more- No fee is charged onsubscription and cashing- Purchase or cancellation on
the same day (until noon)- Maximum amount ofcashing: ¥5 million

Settlement

Withdrawal

Credit cards

Utility bills, etc.

Source: Author of chapter.

Chart VII-13.

Flow of Wrap Account Service (example)

Investment counseling
Investment proposal (asset allocation, etc.)
Discretionary contract
Asset management

Investment

Group of invested funds

Management reports
Review of the investment plan
Source: The above chart is based upon information on the web site of Nomura Securities Co., Ltd.

Chap. VII Investment Trusts

143

vestment trust companies offer low-cost funds exclusively for individualtype defined-contribution pension funds.
Variable Annuities
Variable annuities, which were launched in full scale in 1999, are products
offered by insurance companies. Just as with the defined contribution pension plans, variable annuities also invest premiums from policyholders in investment trusts, and receivable pension amounts are determined by their performance. In addition to securities companies, banks have also begun sellingthese products.
10. Foreign Investment Trusts
The sale of foreign investment trusts established under foreign laws in foreign countries was liberalized in 1972. Initially, foreign investment trusts
were subject to regulations stating that they should be invested mainly in foreign-currency-denominated assets and that a weighting of yen-denominatedassets was limited to below 50% of the total assets, in consideration of the effect on domestic investment trusts. However, foreign private placement investment trusts were introduced into Japan, as foreign investment trusts were
not subject to the Securities Investment Trust Act. At that time, private-placement investment trusts had yet to be recognized in Japan.
As a result of amendments to the Investment Trust Act in 1998, foreign investment trusts have become subject to the same regulations as Japanese investment trusts under the revised act. Namely, the amendments require foreign investment trust management companies to file the same notification as
Japanese investment trusts at the sale of foreign investment trusts in Japanand to allow Japanese courts to issue an order to prohibit or stop the sale offoreign investment trusts if inappropriate investment management of foreign
investment trusts impairs the profits of domestic investors and if there is anurgent necessity to prevent further losses to investors. It is also permitted to
introduce yen-denominated funds into Japan, for which currently the sametax system as Japanese investment trusts is applied to foreign investment
trusts. The disclosure system is common to Japanese and foreign investment
trusts, including preparation and delivery of a prospectus and financial reports. The Japan Securities Dealers Association establishes“selection criteria
of foreign investment trust beneficiary certificates”in the“rules concerning
foreign securities transactions”to set the requirements for foreign funds
available in Japan.
Table VII-7 shows the trend of total net assets of foreign investment trusts
sold in Japan for the recent 20 years. The total net assets had been dependent

144

Chap. VII Investment Trusts

Table VII-7. Total Net Assets of Foreign Investment Trusts in Japan (¥100 million) and
Their Ratio to Total (Public Offering) Investment Trusts
Year-end
1997
98
99
2000
01
02
03
04
05
06
07
08
09
10
11
12
13
14
15
16
17/9

Total net assets offoreign investment
trusts (A)Total net assets ofdomestic investment
trusts (B)15,23629,35235,09936,084
41,42647,14754,42762,411
79,67087,10482,42751,47359,30658,80052,35857,83961,29062,89354,24853,54058,375

406,495
327,393
513,536
493,992
452,807360,160
374,356
409,967
553,476
689,276
797,606
521,465
614,551
637,201
573,274
640,600
815,200
935,045977,562
966,415
1,052,320

Total (C)421,731356,745548,635
530,076494,233
407,307428,783
472,378
633,146776,380880,033
572,938
673,857
696,001
625,632
698,439
876,490997,938
1,031,810
1,019,955
1,110,695(A)/(C)
3.6%
8.2%
6.4%
6.8%
8.4%
11.6%
12.7%
13.2%
12.6%
11.2%
9.4%
9.0%
8.8%
8.4%
8.4%
8.3%
7.0%
6.3%
5.3%
5.2%
5.3%

Note: The total net assets of domestic investment trusts are the total net assets of publicly offered investment trusts in Japan.
Source: Total net assets of foreign investment trusts and domestic investment trusts were taken from theJapan Securities Dealers Association and the Investment Trusts Association, Japan, respectively.

on the effects of exchange rates, etc. Sales of foreign investment trusts surgedin Japan after 1997, reflecting a higher demand for high-yield foreign bonds
and a tendency toward a weaker yen during the continued ultralow interest
rate. The ratio of foreign investment trust assets to total investment trust assets, including domestic investment trusts, was above 13% in 2004. After
that, the growth in sales of overseas registered investment trusts came to ahalt due to the recovered popularity of domestic stock funds and an increasein monthly distribution funds registered in Japan. Stock investment trusts increased at one point as shown in Chart VII-14, and real estate and alternative
funds grew also, after 2004 when stock prices recovered globally thoughbroadly defined bond funds, including MMFs, continued to be mainstream.
Looking at foreign investment trusts by country of establishment, Luxem-

Chap. VII Investment Trusts

Chart VII-14.
100%
90%
80%
70%
60%
50%
40%
30%
20%
10%
0%

145

Breakdown of Total Net Assets of Foreign Investment Trusts in Japan by
Product Category
Other
MMF
Bond-type(excluding MMF)
Equity-type

03

04

05

06

07

08

09

10

11

12

13

14

15

16 17/9

Source: Compiled by the author based on materials disclosed by the Japan Securities Dealers Association.

Chart VII-15.
100%
90%
80%
70%
60%
50%
40%
30%
20%
10%
0%

Breakdown of Total Net Assets of Foreign Investment Trusts in Japan byPresentation Currency
Other
Yen
Euro
US dollar

03

04

05

06

07

08

09

10

11

12

13

14

15

16 17/9

Source: Compiled by the author based on materials disclosed by the Japan Securities Dealers Association.

bourg investment trusts enjoyed an overwhelming share of the market in thepast, but Cayman investment trusts have increased their share since around2005. At the end of September 2017, Cayman, Luxembourg, and other investment trusts accounted for 52.4%, 37.5%, and 10.1% in terms of total net
assets, respectively.

CHAPTER VIIIThe Derivatives Market

1. Futures Trading“Futures trading”refers to an agreement to buy or sell a specific amount of acommodity or financial instrument at a particular price on a stipulated futuredate. The history of futures trading is said to be as old as that of commodities
trading. However, it is generally believed that the precursor of today’s fullydeveloped futures market emerged in Japan as the account-balancing tradingin rice (the rice market) conducted in Osaka in the Edo period (1603–1868).
This was a method that made it possible for parties to consummate a transaction by organizing one-on-one negotiated transactions in such a way as to enable them to settle the difference without delivery of the underlying commodity or financial instrument and is considered the beginning of Japan’sfutures trading. By inheriting this tradition, stock futures were traded by settling the difference in the form of margin transactions on the stock exchange
in Japan in prewar years. After the war, margin transactions were prohibitedby the General Headquarters (GHQ) of the Supreme Commander for the Allied Powers (SCAP) in Japan in order to curb speculative transactions, butsome claim that margin trading with individual investors had been partly revived on the stock market.
In 1972, the Chicago Mercantile Exchange started trading in currency futures. The Chicago Board of Trade started trading in futures on fictitious
bonds called benchmark issues in 1974, and the Kansas City Board of Tradestarted trading in stock index futures in 1982. And these types of futures trading spread to the stock exchanges of other countries around the world, including the introduction of trading in securities futures also in Japan. Longterm government bond futures trading that started on the TSE in 1985 was
the first financial futures trading conducted in Japan. More products emergedin quick succession: the OSE’s“Osaka Stock Futures 50 (OSF50)”in 1987;
the OSE’s Nikkei 225 futures contracts trading and the TSE’s TOPIX futures
trading in 1988; and the Tokyo Financial Exchange Inc. (TFX)’
s Japanese
yen short-term interest rate futures, U.S. dollar short-term interest rate futures, and yen-dollar currency futures in 1989.

Chap. VIII The Derivatives Market

Table VIII-1.
Year
1972
1976
1977
1981
1982
1984
1985
1986
1987
1988
1989
1990
1991
1992
1996
1997
1998
1999
2000
2001
2002
2004
2005
2006
2008
2010

147

Years in Which Major Financial Futures of the World Were Listed

Other countries
Currency futures (mark-dollar and yen-dollar) (CME)
TB futures (CME)
Treasury bond futures (CBOT)
Eurodollar interest rate futures (CME)
S&P 500 futures (CME); T-note futures(CBOT); U.K. government bond futures andpound interest rate futures (LIFFE)FTSE 100 futures (LIFFE)Japan

Long-term government bond futures (TSE)
French government bond futures (MATIF),
Nikkei average futures (SIMEX)Japanese government bond futures (LIFFE)
CAC40 futures; PIBOR (Paris interbank of- Nikkei 225 futures (OSE); TOPIX futures
fered rate) futures (MATIF); BUND futures (TSE)(LIFFE)
Euroyen interest rate futures (SIMEX)
Euroyen short-term interest rate futures(TIFFE)
Euromark interest rate futures (LIFFE); Nikkei average futures (CME); DAX futures and
BUND futures (DTB)
Interbank interest rate futures (BM&F)
USD/RUB currency futures (MICEX)Euroyen interest rate futures (LIFFE); NASDAQ 100 futures (CME); KOSPI 200 futures(KSE)
E-mini S&P 500 futures (CME)EURIBOR futures (LIFFE), Euro STOXX
50 futures (EUREX)
E-mini NASDAQ 100 futures (CME)
CNX Nifty Index futures (NSE)Single stock futures (LIFFE), E-mini Russell
2000 futures (CME)
Single stock futures (One Chicago)
VIX index futures (CFE)RTS stock price index futures (RTS)
Exchange FOREX margin contracts (TFX)
Russell 2000 futures (ICE)
Nikkei 225 mini futures (OSE)
CSI 300 futures (CFFEX)

Note: BM&F: Brazilian Mercantile and Futures Exchange (presently BM&F BOVESPA), CBOT: Chicago Board of Trade, CFE: CBOE Futures Exchange, CFFEX: China Financial Futures Exchange,
CME: Chicago Mercantile Exchange, DTB: Deutsche Terminbörse (presently Eurex), ICE: ICE
Futures U.S., KSE: Korea Stock Exchange (presently KRX), LIFFE: London International Futures
and Options Exchange (presently ICE Futures Europe), MATIF: Marché à Terme International deFrance (presently Euronext Paris), MICEX: Moscow Interbank Currency Exchange (presently
Moscow Exchange), NSE: National Stock Exchange of India, RTS: Russian Trading System (presently Moscow Exchange), SIMEX: Singapore International Monetary Exchange (presently SGX),
TSE: Tokyo Stock Exchange; OSE: Osaka Securities Exchange (presently Osaka Exchange), TFX:Tokyo Financial Futures Exchange (presently Tokyo Financial Exchange).

148

Chap. VIII The Derivatives Market

Technically speaking, futures contracts are traded on the exchange. However, while a futures contract can be assigned to a third party, a margin has tobe deposited to provide against nonperformance of the contract. A forward
contract is a transaction made between parties. While it cannot be assigned toa third party, it does not require the deposit of a margin. Transactions in currency or short-term interest-rate futures are forward contracts often negotiated between a bank and its client, and they are called forward-exchange agreements (FXA) or forward-rate agreements (FRA). Along with swap trading,these two types of transactions played a leading role in boosting the derivatives markets around the world in the 1990s.
2. Bond Futures Trading
Trading in securities futures (Government National Mortgage Association[GNMA] certificates) started in 1974 in the United States. Trading in 10-year
government bond futures was conducted on the Tokyo Stock Exchange in
1985—the year in which they were issued in massive amounts—and this was
the first financial futures trading in Japan. In 1988, superlong-term (20-year)
government bond futures (discontinued in 2002, but resumed in 2014) werelisted on the Tokyo Stock Exchange, and trading in U.S. Treasury bond futures, which had the largest trading volume in the world, started on the Tokyo
Stock Exchange in 1989. With the trading in medium-term (5-year) government note futures that started on the Tokyo Stock Exchange in 1996, Japan
had finally developed a product mix comparable to that of other countries.
Bond futures are generally traded on the basis of a fictitious issue called abenchmark issue whose price is assumed to indicate the level of yield curvethen prevailing. Therefore, the price of bond futures is formed in the belief
that the prices of individual bonds are above the yield curve of the benchmark issue or above a yield curve that runs parallel to it. Because a seller canchoose an issue just as in a regular settlement, the seller chooses the most
reasonably priced issue at that point in time, but the price of the issue to bedelivered is computed by multiplying the price of the benchmark issue by aconversion factor prescribed by the exchange.
One of the characteristics of the bond futures trading conducted in Japan isthat issues are traded in units with a total par value of ¥100 million, about 10
times as large as that of other countries. (This compares with $100,000 in thecase of treasury bond futures traded on the Chicago Board of Trade, or
100,000 Eurodollars in the case of BUND futures traded on the EUREX.)
This is due to the fact that in cash bond transactions, bonds whose value falls
short of ¥100 million are treated as a fraction of a trading unit. As bond futures trading is usually compared with that of other countries in terms of the149

Chap. VIII The Derivatives Market

Table VIII-2.

Trading Mechanism of Bond Futures

Medium-term JGB futures

Long-term JGB futures

Superlong-term JGB futures

Trading object

Medium-term JGB Stan- Long-term JGB Standard- Superlong-term JGB Standardized 3%, 5-year resid- ized 6%, 10-year residual dardized 3%, 20-year reualsidualDelivery object

Interest-bearing 5-yr. govt. Interest-bearing 10-yr. Interest-bearing 20-yr.
notes with a remaining life govt. notes with a remain- govt. bonds with a remainof 4 yrs. to 5 yrs. and 3 ing life of 7 to 11 yrs.
ing life of 19 yrs. and 3
mos.
mos. to 20 yrs.

Contract month

3 contract months from 3 contract months from 3 contract months fromMarch, June, September, March, June, September, March, June, September,
December
December
December

Delivery date

20th of March, June, Sep- 20th of March, June, Sep- 20th of March, June, September, December
tember, December
tember, December

Final trading day

7 business days prior to 7 business days prior to 7 business days prior to
the delivery datethe delivery datethe delivery dateTrading hours

8:45-11:02, 12:30-15:02, 8:45-11:02, 12:30-15:02, 8:45-11:02, 12:30-15:02,
15:30–5:30 the following 15:30–5:30 the following 15:30–5:30 the following
day
day
day

Trading unit

¥100 million in par value¥100 million in par value¥100 million in par value

Price asked¥0.01 per par value of¥100¥0.01 per par value of¥100¥0.01 per par value of¥100

Daily price limit

Standard: Base price±¥2.00Maximum: Base price±¥3.00Standard: Base price±¥2.00Maximum: Base price±¥3.00Standard: Base price±¥4.00Maximum: Base price±¥6.00Circuit breakermechanism

In a futures trading, if following a buy (sell) order for the central contract monthplaced (or contracted) at the upper (lower) price limit, there is no trade execution ata price outside the price range from the upper (lower price) limit to the immediately
executable price range (for medium-term and long-term JGB futures, last tradedprice plus or minus 0.1 yen, for superlong-term JGB futures, last traded price plus
or minus 0.3 yen) for one (1) minute, trading is suspended for 10 minutes.

Table VIII-3.

Transition in Bond Futures Trading

Medium-term JGB futures

2013
2014
2015
2016
2017

No. ofdeals

No. ofcontracts

0
0
0
0
0

0
0
0
0
0

Long-term JGB futures
No. ofdeals
9,132,122
8,791,553
8,677,576
7,383,298
8,190,265

Source: Website of the Japan Exchange Group (JPX).

Superlong-term JGB futures

No. ofcontracts

No. ofdeals

No. ofcontracts

98,94496,722
95,50980,83896,251

－
5,041
2,978
843
303

－
107
127
19
1

150

Chap. VIII The Derivatives Market

number of contracts, futures traded in Japan tend to be underestimated.
It is said that another characteristic of the bond futures market of Japan isthat it is concentrated in trading in long-term government bond futures. Thisis likely to be related to the fact that the maturities of government bonds,
though to a lesser extent than before, tend to be primarily in 10-year issues.
Yet this stands in contrast with the U.S. and Germany where medium-termbond futures trading maintains liquidity.
Since the mid-1990s, however, the concentration of cash government bondtrading on the benchmark issue, which was a phenomenon peculiar to Japan,
has eased. Since the end of March 1999, the practice of designating a government bond as a benchmark issue has been discontinued, with 10-year government bond futures assuming the role played by benchmark issues. Among
new products, contract for difference (CFD) futures on mini-long-term government bonds, which are one-tenth the amount of normal bonds, were listedon the Tokyo Stock Exchange from the end of March 2009, but trading accounts for less than 1% of long-term government bond futures.
3. Stock Index Futures Trading
The first stock index futures contract was listed in the United States in 1982.
In Japan, the Osaka Securities Exchange started trading kabusaki 50, a futures contract for a basket of 50 stocks, in 1987. That product was followed
in 1988 by the listing of Nikkei 225 futures on the Osaka Securities Exchange and TOPIX futures on the Tokyo Stock Exchange. Nikkei 300 futures
were listed on the Osaka Securities Exchange in 1994. In 1998, High-Tech
40, Financial 25, and Consumer 40 stock index futures started to be traded on
the Osaka Securities Exchange and sector index futures contracts for threeindustries, electric appliances, transportation equipment, and banks, werelisted on the Tokyo Stock Exchange. The Tokyo Stock Exchange launched
S&P/TOPIX 150 stock index futures in 2001, while three futures contracts
based, respectively, on the MSCI Japan, the FTSE Japan, and the Dow-Jones
Industrial Average indices were listed on the Osaka Securities Exchange(OSE) in 2002. RN (Russell Nomura) Prime Index futures commenced trading on the OSE in 2005, followed by Nikkei 225 mini-futures on the OSE in
2006, and the TOPIX mini, TOPIX Core30, and TSE REIT index futures on
the TSE in 2008. In 2010, the OSE introduced the Nikkei Stock Average
Dividend Point Index and the TSE introduced TOPIX and TOPIX Core30
dividend indexes, while the Tokyo Financial Exchange launched Nikkei 225
equity margin contracts. In 2012, the OSE began trading Nikkei Stock Average Volatility Index futures and NY Dow Jones Industrial Average futures. In
2014, CNX Nifty futures and JPX Nikkei Index 400 futures, and in 2016,

Chap. VIII The Derivatives Market

Table VIII-4.

151

Trading Mechanism of Stock Index Futures

Nikkei 225 mini futures

Nikkei 225 futures
Nikkei stock average

TOPIX futures

Trading object

Nikkei stock averageContract month

Jun & Dec:
Jun & Dec:
5 months in the Mar, Jun,
Nearest 10 contract months Nearest 10 contract months Sept & Dec quarterly cycle
Mar & Sept:
Mar & Sept:
Nearest 3 contract months Nearest 3 contract months
Other months:
Nearest 3 contract months

TOPIX

Trading unit

Nikkei stock average×100 Nikkei stock average×1,000 TOPIX×¥10,000

Price asked

Units of ¥5 in Nikkei stock Units of ¥10 in Nikkei stock Units of 0.5 points inaverageaverage
TOPIX

MaturityOn the 2nd Friday ofMar, Jun, Sept, or Dec

On the 2nd Friday ofMar, Jun, Sept, or Dec

On the 2nd Friday ofMar, Jun, Sept, or Dec

Final trading day One business day prior to One business day prior to One business day prior to
the delivery datethe delivery datethe delivery dateTrading hours

8:45–15:15, 16:30–5:30 the 8:45–15:15, 16:30–5:30 the 8:45–15:15, 16:30–5:30 thefollowing day
following day
following day

Daily price limit Standard: Base price±8%
2nd Expansion: Base price±12%
Maximum: Base price±16%
Circuit breakermechanism

Standard: Base price±8%
2nd Expansion: Base price±12%
Maximum: Base price±16%

If, following a contract or buy (sell) order for the central contract month for a futures
trading placed at the upper (lower) price limit, there is no trade execution for one (1)minute because of a fall (rise) of over 10% of the price limit range from the upper(lower) price limit, trading is suspended for 10 minutes.

Table VIII-5.

2013
2014
2015
2016
2017

Standard: Base price±8%
2nd Expansion: Base price±12%
Maximum: Base price±16%

Transition in Stock Index Futures Trading

Nikkei 225 mini futures

Nikkei 225 futures

No. ofdeals

No. ofdeals

233,860,478
199,121,967
247,159,359
233,940,373
219,518,050

No. ofcontracts
673,736
622,140
370,373
579,972
683,633

30,907,691
25,917,773
27,678,234
26,765,460
23,054,495

Source: Website of the Japan Exchange Group (JPX).

No. ofcontracts
420,037
439,623
416,962449,752
413,373

TOPIX futures
No. ofdeals
22,714,121
20,877,250
22,303,956
22,560,705
24,392,610

No. ofcontracts
594,299561,657
602.235
562,313665,746

152

Chap. VIII The Derivatives Market

TSE Mothers futures were listed on the Osaka Exchange. Prior to all thesedomestic listings for Nikkei 225 futures, the Singapore International Monetary Exchange (SIMEX, now SGX-DT) started trading SIMEX Nikkei 225
futures in 1986, followed in 1992 by dollar- and yen-denominated Nikkei
225 futures on the Chicago Mercantile Exchange (CME). In addition, SIMEX now also trades mini-futures.
Out of many futures contracts based on a variety of Japanese stock indexes
or listed on different exchanges, the OSE Nikkei 225 futures are the most actively traded, while the TOPIX futures, Nikkei 225 mini-futures, and SGX
Nikkei 225 futures contracts, are quite liquid, creating a rather unique situation in which there is more than one contract having good liquidity among
the stock index futures.
Since June 1989, the last trading day falls, as is the case with the UnitedStates, one business day prior to maturity, and the final settlement price is decided on the basis of a special quotation (SQ) that is computed on the basisof the opening prices of component issues on the date of maturity. In addition
to a three-stage daily price limit, the stock exchanges in Japan have instituteda system temporarily suspending trading (called the circuit breaker system)
applicable not to the cash market but to stock index futures trading, which
gives them the power to suspend trading when stock prices fluctuate violently. This system imposes restrictions on changes in stock prices in a manner
different from the circuit breaker system of the United States, which suspends both cash and futures markets at the same time.
4. Financial Futures Trading
Currency futures trading started in the United States in 1972, and Eurodollar
short-term interest rate contracts were the first interbank futures listed on a
U.S. exchange, in 1982. In Japan, Euroyen futures, Eurodollar short-term interest rate futures (trading was suspended in 1998), and Japanese yen-U.S.
dollar currency futures (contracts were delisted in 1992) were simultaneously
listed on the Tokyo International Financial Futures Exchange in 1989. These
contracts were followed by the TIFFE/TFX listings of dollar-yen futures in
1991; 1-year Euroyen futures in 1992 (trading was suspended in 1998); Euroyen LIBOR futures in 1999; 5-year and 10-year yen swap futures in 2003
(trading was suspended in 2007); and Exchange FOREX margin contracts(Click 365) on U.S. dollars, Euros, UK pounds, and Australian dollars in
2005. In 2009, the TFX listed overnight (O/N) uncollateralized call rate andgeneral collateral (GC) spot-next (S/N) repo rate interest futures, and added
margin contracts for Nikkei stock average, FTSE 100, and DAX indexes(Click 365) on the TIFFE (TIFFE was renamed the Tokyo Financial Ex-

Chap. VIII The Derivatives Market

Table VIII-6.

Trading unit

153

Trading Mechanism of Financial Futures

3-month Euroyeninterest rate futures

USD-JPY exchange
FOREX margin contracts

Nikkei 225 margin contracts

Principal ¥100 million

US$10,000

Nikkei stock average×100

Indicating method 100 minus rate of interest Yen equivalent per U.S. Yen equivalent per stock(%, 90/360 day basis)
dollarprice index
Price asked

0.005 (¥1,250)

0.01 (¥100)

Contract monthMar, Jun, Sep, Dec, cycle No(20 contract months traded at any one time)No

Final trading day

Two business days prior No
to the third Wednesday ofthe contract month (transactions on the day of maturity must be executedby 11:00 a.m.)No

Final settlement
day

Business day following No
the final trading day

No

Settlement
methodSettlement of differences Making up differences(the final settlement priceis equal to ¥100 less TIBOR rounded off at the
fourth decimal places)

Making up differences

Daily price limit

No

No

Trading hours

8:45–11:30, 12:30–15:30, Monday 7:10 a.m. to 6:55
15:30–20:00
a.m. the following day
Tuesday to Thursday 7:55
a.m. to 6:55 a.m. the following day

No

Table VIII-7.

2013
2014
2015
2016
2017

5,044,236
2,708,318
2,000,289
2,506,430
1,545,861

Friday 7:55 a.m. to 6:00
a.m. the following day
8:30 a.m.–6:00 a.m. thefollowing day(5:00 a.m. during U.S.
Daylight Savings Time)

Transition in Financial Futures Trading

3-month Euroyeninterest rate futures
No. ofdeals¥1 (¥100)

No. ofcontracts
410,310
243,219
175,190
159,565
134,560

USD-JPY exchange FOREX Nikkei 225 margin contracts
margin contracts
No. ofdeals
20,120,943
12,550,958
12,919,505
14,992,697
10,478,227

Source: Website of the Tokyo Financial Exchange.

No. ofcontracts
161,213461,345
718,119544,263537,737

No. ofdeals
5,153,821
5,065,037
7,840,578
5,203,500
5,722,311

No. ofcontracts
123,761
139,036
159,146
172,940
237,114

154

Chap. VIII The Derivatives Market

change (TFX) in 2007) in 2010.
Financial futures trading in the United States began with futures and futures options on commodity tradings while European countries introduced financial futures exchanges for these products. In Japan, the market is split
with bond and stock futures and futures options trading on the stock exchanges, while interbank interest rate and currency futures and options aretraded on the TFX, a separate market established by some banks and securities companies.
On the TFX, trading has been concentrated from the start in yen short-term
rate futures, with little trading in other futures. To increase the liquidity ofthese financial futures, the market-making system was introduced for dollar
short-term rate futures and yen-dollar currency futures in 1990, dollar-yen
currency futures in 1991, and options on yen short-term rate futures in 1992.
However, their liquidity did not improve much.
Meanwhile, in 1996 TIFFE introduced a TIFFE-SPAN (Standard Portfolio
Analysis of Risk) system on the basis of which the amount of margin commensurate with the risks involved is computed. Moreover, in an effort tostimulate financial futures trading, it linked the prices of its products to thoseof the London International Financial Futures and Options Exchange (LIFFE)
and extended its trading hours in the same year. It made efforts to stimulate
trading by introducing the night-trading system for dollar-yen currency futures in 1997. Since 1995, however, TIFFE/TFX’s business, which had
grown during the first half of the 1990s, has been decreasing on account of
the extremely low interest rate climate. Meanwhile, trading of Click 365,
which was listed with an eye to the expansion of foreign exchange margintransactions, and trading of Click Stock 365, which is linked with Nikkei average stock prices, have established a presence.
5. Options Trading
Options trading refers to an agreement to trade the right to buy or sell a specific amount of a commodity or a financial instrument at a fixed price (theexercise price) within a specified period in the future. The right to become
the buyer is called a call option, and the right to become the seller is called aput option.
The history of options trading goes back to antiquity. According to Aristotle, the first known option trading was written by Thales (ca. 620–ca. 555
BC), a Greek philosopher, on the sale of an olive press. The Chicago Board
Options Exchange (CBOE) established in 1973 is the first fully developed
options trading market. This was a method that made it possible for parties to
consummate a transaction by organizing one-on-one negotiated transactions

Chap. VIII The Derivatives Market

Table VIII-8.

Years in Which Major Financial Options of the World Were Listed

Year

Other countries

1973
1974
1978
1982

U.S. options on individual stocks (CBOE)
U.S. options on individual stocks (AMEX, PHLX, PCX)
U.K. options on individual stocks (LTOM)
Currency options (PHLX), T-bond futures options(CBOT)
S&P 100 options; S&P 500 options (CBOE); S&P 500 futures options (CME)
Currency futures options (CME), FTSE 100 options(LIFFE)
Pound interest rate futures options (LIFFE), options on
French individual stocks (MONEP)
French government bond futures options (MATIF);
CAC40 options (MONEP); BUND futures options(LIFFE)

1983
1984
1987
1988
1989
1990

1991
1992
1994
1997
1998
2000
2001
2006

155

Japan

Bond OTC options (OTC); Nikkei
225 options (OSE); Nikkei 225 options (OSE); TOPIX options (TSE)
Options on individual German stocks (DTB); Euroyen in- Long-term government bond futures
terest rate futures options (SIMEX); Euromark interest options (TSE)rate futures options (LIFFE); DAX options and BUND
futures options (DTB)
Euroyen short-term rate futures options (TFX)
Nikkei average futures options (SIMEX)JGB futures options (SIMEX)KOSPI 200 options (KSE)
Options on individual stocks (TSE,OSE)
EURIBOR futures options (LIFFE), Euro STOXX 50 options (EUREX), TAIEX options (TAIFEX)
U.S. options on individual stocks (ISE)
Nifty options (NSE), SENSEX options (BSE)
VIX index options (CBOE)

Note: AMEX: American Stock Exchange (presently NYSE MKT), BSE: Bombay Stock Exchange,
CBOE: Chicago Board Options Exchange, CBOT: Chicago Board of Trade, CME: Chicago Mercantile Exchange, DTB: Deutsche Terminbörse (presently EUREX), ISE: International Securities
Exchange, KSE: Korea Stock Exchange (presently KRX), LIFFE: London International Futures
and Options Exchange (presently ICE Futures Europe), LTOM: London Traded Options Market(presently ICE Futures Europe), MATIF: Marché à Terme International de France (presently Euronext Paris), MONEP: Marché des Options Négociable de Paris (presently Euronext Paris), NSE:
National Stock Exchange of India, PHLX: Philadelphia Stock Exchange (presently Nasdaq OMX
PHLX), PCX: Pacific Exchange (presently NYSE Arca), SIMEX: Singapore International Monetary Exchange (presently SGX), TAIFEX: Taiwan Futures Exchange,TSE: Tokyo Stock Exchange,
OSE: Osaka Securities Exchange (presently Osaka Exchange), TFX: Tokyo International Financial
Futures Exchange (presently Tokyo Financial Exchange).

156

Chap. VIII The Derivatives Market

in such a way as to enable them to settle the difference without delivery of
the underlying commodity or financial instrument, similar to a futures trading, and is considered to have been the groundbreaking event in the historyof options trading.
The options trading started by the CBOE in 1973 spread to other financial
instruments, such as currency options trading, bond options trading, and bondfutures options trading, in 1982; stock index options trading, and stock index
futures options trading in 1983; and to currency futures options trading in
1984. And it has since spread to major financial markets worldwide. In Japan, OTC bond options trading (trading in bonds with options) was introduced in April 1989. The Osaka Securities Exchange introduced Nikkei 225
options in June, the Tokyo Stock Exchange introduced TOPIX options in October, and the Nagoya Stock Exchange introduced Options 25 in October
1989 (discontinued in 1998). The Tokyo Stock Exchange introduced longterm government bond futures options in 1990, and the Tokyo International
Financial Futures Exchange (TIFFE) introduced yen short-term rate futures
options in 1991. In addition, the Osaka Securities Exchange introduced Nikkei 300 options in 1994, and both the Tokyo Stock Exchange and the Osaka
Securities Exchange introduced options on individual stocks in 1997. In
1998, the Osaka Securities Exchange introduced three industry-specific stockindex options (High-Tech 40, Financial 25, and Consumer 40).
Listed options are traded on exchanges. While they can be assigned to athird party, the seller is required to deposit a margin with the exchange toprovide against defaults on the contract. OTC options trading is a one-on-one
transaction, and it cannot be assigned to a third party, but the seller is not required to deposit a margin. Unlike stock options and stock index options,many of the currency or interest rate options are traded with banks or securities companies on the OTC market.
6. Bond Options Trading
Treasury bond (T-bond) options trading (on the Chicago Board Options Exchange) and T-note options trading (on the American Stock Exchange) conducted simultaneously in 1982 constituted the first trading in listed bond options. And T-bond futures options were traded on the Chicago Board of Tradefor the first time in 1982. In Japan, the first bond options trading was conducted on the OTC market in the name of“trading in bonds with options”inApril 1989. Trading in long-term government bond futures options started in
1990, and trading in medium-term government note futures options (discontinued in 2002) started in 2000, both on the TSE.
Unlike bond futures trading, which is conducted on the basis of a bench-Chap. VIII The Derivatives Market

Table VIII-9.

157

Trading Mechanism of Bond Options Trading

OTC bond options

Long-term government
bond futures options

Medium-term government
bond futures options

Trading
objectAll debt securities other Call options or put options on Call options or put options onthan convertible bonds long-term government bond medium-sterm government
and warrant bonds
futuresbond futures

ContractmonthsFree

March, June, September, December cycle (nearest twocontract months traded at any
one time), other months (up tonearest two contract months)

Finaltradingday―

The last trading day of the The last trading day of themonth immediately preceding month immediately preceding
Mar, Jun, Sep, and Dec.
Mar, Jun, Sep, and Dec.

DeliverydateWithin one year and 3 Business day following the Business day following themonths from the date of trading day
trading day
contract

Trading
unit¥100 million in par value One contract on long-term One contract on medium-term
JGB futures
JGB futures

March, June, September, December cycle (nearest twocontract months traded at any
one time), other months (up tonearest two contract months)

Price asked ―¥0.01 per par value of ¥100

¥0.01 per par value of ¥100

Optionexercise
price

21 prices at ¥0.5 intervals, additional prices set according
to price movement in underlying futures

21 prices at ¥0.5 intervals, additional prices set according
to price movement in underlying futures

Daily price ―limitStandard: Base price ±¥2.10
Maximum: Base price±¥3.00Standard: Base price ±¥2.10
Maximum: Base price±¥3.00Circuit―breakermechanism

When circuit breaker mecha- When circuit breaker mechanisms are in place for the un- nisms are in place for the underlying futures contracts
derlying futures contracts

Method ofexercising
the right

American option

Free

Free

American option

mark issue, OTC bond options are traded on the basis of individual issues,
such as government bonds, corporate bonds, or foreign bonds. Because they
are traded on the OTC market, bond options agreements cannot be assigned
to a third party (most of the transactions are for government bonds). As withgovernment bond futures trading, bond options are traded in units of ¥100
million in par value. Because their life (from the date of contract to the dateof delivery) is restricted to a maximum period of one year and three months,
and as they cannot be resold to a third party, contracts usually run a relatively
long period—six months or one year.
By contrast, long-term government bond futures options are available in158

Chap. VIII The Derivatives Market

Table VIII-10.

Transition in Bond Options Trading

OTC bond options
Trading
value
2013
2014
2015
2016
2017

1,872,963
1,898,342
1,092,287
1,120,506
1,644,695

Outstanding
price
36,001
27,471
17,09015,39012,226Long-term government
bond futures options
No. ofdeals
1,692,752
1,133,723
1,142,738
958,472
861,714

No. ofcontracts
13,415
20,105
10,664
9,997
20,995

Medium-term government
note futures options
No. ofdeals

No. ofcontracts
－
－
－
－
－

－
－
－
－
－

Source: The websites of the Japan Exchange Group (JPX) and the Japan Securities Dealers Association(JSDA).

the form of listed American options (the option can be exercised any day during its life), and their trading mechanism is similar to that of long-term government bond futures. Whereas long-term government bond futures have
only three contract months with a maximum period of nine months, longterm government bond futures options offer up to four contract months witha maximum period of six months. In addition, compared with OTC bond options, transactions in long-term government bond futures and long-term government bond futures options are concentrated in those with a short remaining life.
In Western countries where options trading has long been conducted, investors are quite familiar with the system. However, in Japan, where there isno custom of options trading, investors utilize options trading less often thanfutures trading. Particularly, the amount of long-term government bond futures options trading is far smaller than that of long-term government futures
trading. This is because investors’interest is concentrated in outright transactions that deal only in options, and covered transactions are not made in conjunction with underlying assets (namely, long-term government bond futures). On the other hand, in conducting OTC bond options trading, investors
follow the strategy of combining underlying assets with covered call or target
buying.
7. Stock Index Options Trading
Trading in listed options on individual stocks started in 1973 on the Chicago
Board Options Exchange (CBOE). In 1983, the CBOE introduced S&P 100
options (the first stock index options). The Chicago Mercantile Exchange(CME) listed S&P 500 futures options (the first stock index futures options

Chap. VIII The Derivatives Market

Table VIII-11.

159

Trading Mechanism of Stock Index Options
Nikkei 225 options

TOPIX options

Trading object

Call options or put options on Nikkei Call options or put options on TOPIX
stock averageContract months

Jun and Dec contracts are nearest 10 March, June, September, December
months, Mar and Sept contracts are cycle (nearest 5 contract months), othnearest 3 months, other contract er months (nearest 3 contract months)
months are 6 months, nearest four
weekly contracts

Trading unit

Nikkei stock average×1,000

Price asked¥50 or less: ¥1; over ¥50 up to ¥1,000: 0.1 points for prices up to 20 points,¥5; over ¥1,000: ¥10
0.5 points for prices over 20 points

MaturityOn the 2nd Friday of the delivery On the 2nd Friday of the delivery
month
month

Final trading day

One business day prior to the delivery One business day prior to the delivery
date
date

Trading hours

9:00–15:15, 16:30–5:30 the following 9:00–15:15, 16:30–5:30 the following
day
day

TOPIX×¥10,000

Option exercise price Initially, 16 strike prices at ¥250 intervals; 16 strike prices at ¥125 intervals
for closest 3 contract months whenless than 3 months remaining

Over-4 month contracts: ±6 prices at
50-point intervals (if 4 months, sameas 4 months or less), contracts of 4months or less: ±9 prices at 25-pointintervals

Method of exercising European option
the right

European option

Daily price limit

Normal: 4, 6, 8 or 11% according to
the base price
1st Expansion: Base price ＋3%
2nd Expansion: 1st Expansion ＋3%

Normal: 4, 6, 8 or 11% according to
the base price
1st Expansion: Base price ＋3%
2nd Expansion: 1st Expansion ＋3%

Circuit breakermechanism

Possible interruption in connection
with the actuation of the circuit breaker mechanism for Nikkei 225 futures
trading

Possible interruption in connection
with the actuation of the circuit breaker mechanism for TOPIX futures tradingever) and the New York Stock Exchange (NYSE) listed the New York Stock
Exchange Composite Stock Index futures options in 1983. In Japan, a seriesof stock index options have been listed—the Nikkei 225 stock index options
on the Osaka Securities Exchange in June 1989, Options 25 on the Nagoya
Stock Exchange in September of the same year (discontinued in 1998), andthe TOPIX options on the Tokyo Stock Exchange in 1989. In 1994, the Nikkei 300 stock index options were introduced on the Osaka Securities Exchange (discontinued in 2010). Three industry-specific stock index options(High-Tech 40, Financial 25, and Consumer 40, discontinued in 2002) werealso introduced on the Osaka Securities Exchange in 1998, and S&P/TOPIX

160

Chap. VIII The Derivatives Market

Table VIII-12.

Transition in Stock Index Options Trading

Nikkei 225 options
No. of deals
2013
2014
2015
2016
2017

TOPIX options

No. of contracts

57,269,727
43,958,283
37,806,896
33,763,728
32,594,768

3,212,114
2,430,568
1,778,198
1,911,257
2,083,846

No. of deals
386,231
320,313329,529
145,716
259,384

No. of contracts
40,40647,805
19,14546,641
76,958Source: Website of the Japan Exchange Group (JPX).

150 options (discontinued in 2002) were listed on the Tokyo Stock Exchange
in 2001. In 2015, the Osaka Exchange introduced weekly options for the
Nikkei 225 options. Meanwhile, trading in the Nikkei average futures options
started in 1992 on the Singapore International Monetary Exchange (SIMEX,
or the present SGX-DT).
In Japan, listed stock index options (the Nikkei 225 options) are most actively traded on the Osaka Securities Exchange. Unlike stock index futures,
other stock index options are virtually not traded in Japan.
A comparison of the trading mechanisms of the Nikkei 225 options, theTOPIX options, and the SGX’s Nikkei average futures options shows thatwhile domestically traded stock index options are based on cash stock options, the Nikkei average futures options traded on the SGX are based on futures options. Another difference in the trading mechanisms is that the Nikkei
225 options and SGX’s Nikkei average futures options offer long-term options. Meanwhile, in computing the amount of margins, all exchanges haveadopted the method of netting margins in accordance with risks called Standard Portfolio Analysis of Risk (SPAN) developed by the Chicago Mercantile
Exchange, and there is no significant difference among them. Among market
measures, when the circuit breaker mechanism is tripped in stock index futures trading, options trading is also halted.
8. Securities Options Trading
Options on individual stocks listed on the Chicago Board Options Exchange,
which was established in 1973, were the first call options on individual
stocks. In 1977, put options were also listed on the same exchange. While theoptions on individual stocks were first listed and then stock index options
were listed in other countries, in Japan stock index options were introduced
in 1989 first and equity options on 20 individual stocks were listed afterwardChap. VIII The Derivatives Market

Table VIII-13.

161

Trading Mechanism of Securities Options

Marketable securities options (TSE)Marketable securities options (OSE)

Trading object

Call options or put options on domesti- Call options or put options on domestically listed marketable securities
cally listed marketable securities

Contract month

Nearest two contract months + nearest Nearest two contract months + nearest
two months from March, June, Septem- two months from March, June, September and December
ber and December

Delivery date

5th day from the exercise of the right

MaturityOn the 2nd Friday of the delivery month On the 2nd Friday of the delivery month

Final trading day

One business day prior to the delivery One business day prior to the delivery
date
date

5th day from the exercise of the right

Trading unit

The trading unit of the underlying stock

Price asked

8 stages from ¥0.1 to ¥5,000 depending 16 stages from ¥0.1 to ¥5,000 dependingon the price of the underlying security
on the price of the underlying security

Option exercise
price

5 prices at 16 stages from ¥25 to ¥5 million depending on the price of the underlying stock, with additional prices available afterwards based on market

Daily price limit

Movement above and below the base The value derived by taking the baseprice (price limit of eligible securities + price of the security for the option tradeallowable range for asking price)on the designated market as of the tradedate and multiplying it by 25%

Position limit

Set for each eligible security

Set for each eligible security

Trading hours

9:00–11:35, 12:30–15:15

9:00–11:35, 12:30–15:15

Method of exer- European option
cising the right

Table VIII-14.

5 prices at 16 stages from ¥25 to ¥5 million depending on the price of the underlying stock, with additional prices available afterwards based on market

European option

Transition in Securities Options Trading

TSE Securities Options
No. of deals
2013
2014
2015
2016
2017

The trading unit of the underlying stock

1,129,358－－－－

OSE Securities Options

No. of contracts
136,525－－－－

No. of deals
23,723
1,062,389
834,886
922,341915,787

No. of contracts
957
171,176
69,59432,54378,082

Note: On March 24, 2014, the derivatives market on the Tokyo Stock Exchange was merged with the derivatives market on the Osaka Exchange, and individual securities options trading on the Osaka
Exchange was integrated with the marketable securities options trading on the Tokyo Stock Exchange as of that date, and was renamed as securities options trading. Transactions on the TSE prior to the integration are included in the OSE’s data for the year 2014.
Source: Website of the Japan Exchange Group (JPX).

162

Chap. VIII The Derivatives Market

on the Tokyo Stock Exchange and the Osaka Securities Exchange in 1997
(seven of them were listed on both exchanges). Since then, option trading has
been extended to all listed securities along with a name change to“securities
options.”On March 24, 2014, the derivatives market on the Tokyo Stock Exchange was merged with the derivatives market on the Osaka Exchange, andindividual securities options trading on the Osaka Exchange was integrated
with the marketable securities options trading on the Tokyo Stock Exchange
as of that date.
Soon after the Chicago Board Options Exchange was established, the advisability of introducing securities options to Japan was considered. However, it is said that their introduction was postponed for more than 20 years forfear that they might compete with margin trading, a major source of income
for small- to medium-sized securities companies.
The mechanism of trading in marketable securities options is basically
identical to that of stock index options but differs from that of stock index
options trading in that the securities certificate underlying an option must be
delivered to the buyer and that the final settlement price is decided on the basis of the closing price of the underlying certificate.
Although it was thought that securities options might compete with margin
trading, they were not as actively traded. This is because there is no traditionof trading in options in Japan, investors are not familiar with options trading,and, unlike their Western counterparts, few individual investors are interested
in options trading. Options are traded in combination with their underlying
assets. In Japan, capital gains earned from trading underlying equities andfrom securities options are subject to separate taxation. However, investors
are not allowed to offset gains and losses between these two categories. Thisis believed to have discouraged individual investors from participating in securities options trading. In other countries, brokers and dealers are granted
preferential treatment for their market-making in relatively illiquid securities
options. In a similar move, the Osaka Securities Exchange and Tokyo Stock
Exchange introduced the Securities Options Market-Maker Program and TSE
Securities Option Supporter system, respectively. These actions, however,
have not resulted in any significant increase in the trading of these options inJapan.
9. OTC Derivatives Trading
The market on which derivatives trading achieved remarkable growth aroundthe world in the 1990s was not the exchanges but the OTC market. Particularly, spurred by the financial liberalization, the interest rate swap trading thatstarted in 1982 has spread not only to banking institutions, but also to busi-

Chap. VIII The Derivatives Market

Table VIII-15.

163

OTC Trading in Securities Derivatives

Trading status (notional principal, ¥100 million)
Number oftransactions
FY2012FY2013
FY2014FY2015FY2016
Tradingvalue
FY2012FY2013
FY2014FY2015FY2016
Term-endbalance
FY2012FY2013
FY2014FY2015FY2016

Total

Forwardtrading

2,361,235 －26.59%
297
2,534,193
7.32% 20,649
2,898,768 14.39% 88,204
5,901,582 103.59% 4,153
5,165,442 －12.47% 1,874
Total

0% 2,052,821
1% 2,093,916
3% 2,483,307
0% 5,054,114
0% 3,899,978

Forwardtrading

440,416 －36.60% 1,265 0%
597,907 35.76% 56,295 9%
1,229,462 105.63% 178,068 14%
2,395,266 94.82% 96,127 4%
2,122,106 －11.40% 85,368 4%
Total

Forwardtrading

126,452 －28.39%
345
135,679
7.30% 6,295
386,987 185.22% 7,717
450,669 16.46% 10,620
525,234 16.55% 13,689

Forward tradingin OTC index, etc.

0%
5%
2%
2%
3%

87%
83%
86%
86%
76%

Forward tradingin OTC index, etc.
231,222
286,370
120,961
181,752
161,615

2%
2%
1%
1%
3%

OTC index
swaps trading

298,054 13%
10,063 0%408,759 16%
10,869 0%296,602 10%30,655 1%
280,341 5% 562,974 10%
237,830 5% 1,025,760 20%
OTC options
trading

53% 178,515
48% 219,541
10% 614,448
8% 1,616,245
8% 1,525,389

Forward tradingin OTC index, etc.
2,609
3,196
3,752
6,112
13,643OTC options
trading

41%
37%
50%
67%
72%

OTC index
swaps trading
29,413 7%35,703 6%
315,983 26%
501,141 21%
349,733 16%

OTC options
trading

OTC index
swaps trading

86,23376,424
163,205
209,056
326,160

37,26449,765
212,313
224,879
171,742

68%
56%
42%
46%
62%

29%
37%
55%
50%
33%

Brokering status (notional principal, ¥100 million)
Number oftransactions
FY2012FY2013
FY2014FY2015FY2016
Tradingvalue
FY2012FY2013
FY2014FY2015FY2016

Total

Forwardtrading

33,077 －45.3%
277 1%
48,063
45.3% 20,579 43%
174,599 263.3% 86,969 50%
747,952 328.4% 2,892 0%
1,478,066
97.6% 1,081 0%
Total

Forwardtrading

1,180,965 －7.2% 1,592 0%
1,313,649
11.2% 56,197 4%
1,341,991
2.2% 143,579 11%766,471 －42.9% 22,312 3%
652,812 －14.8% 73,469 11%

Forward tradingin OTC index, etc.
4,527
4,894
2,326
1,335
1,700

14%
10%
1%
0%
0%

Forward tradingin OTC index, etc.
345,161
429,518
366,430
127,158
120,653

29%
33%
27%
17%
18%

OTC options
trading

OTC index
swaps trading

22,168 67%
6,105
16,102 34%
6,488
27,123 16%
58,181
26,102 3% 717,623
18,814 1% 1,456,471

18%
13%
33%
96%
99%

OTC options
trading

OTC index
swaps trading

759,661
727,941
743,337
437,802205,564

74,551 6%
99,993 8%
88,643 7%
179,200 23%
253,125 39%

64%
55%
55%
57%
31%

Note: Figures next to annual total amounts represent percentage changes from the previous fiscal year.
Percentages in parentheses elsewhere represent the ratio to the total for the year under the respective transaction types.
Source: Compiled based on the data available on the JSDA website.

164

Chap. VIII The Derivatives Market

ness corporations and has come to play the leading role on the derivatives
market. As statistics on derivatives trading conducted on the exchanges havebeen well kept, it was easy to follow changes occurring in their trading, but
because there was no organization that kept track of the derivatives trading
conducted on the OTC market, it was extremely difficult to find out how it
was doing. To remedy the situation, the Bank for International Settlements(BIS) decided to investigate, beginning in 1995, the derivatives markets
along with—and on the occasion of—the triennial investigation of the foreign exchange markets to grasp the state of trading in derivatives on the OTC
market worldwide.
According to a survey of the Japanese OTC derivatives market, including
FX spot transactions, conducted in April 2016, the daily average notional
value of OTC derivatives traded in Japan was $454.9 billion, representing an
increase of 22% from the figure in the previous survey in April 2013 (the results compare against a daily global total of $7.744 trillion and an increase of1%). By contract type, FX swaps were $205.6 billion (up 21% from the 2013
survey); FX forwards were $62.7 billion (up 78%); interest rate swaps were$47.4 billion (down 15%); currency options were $14.9 billion (up 132%);
interest rate options were $7.7 billion (down 10%); currency swaps were $5.8
billion (down 9%); and forward-rate agreements (FRA) were $0.8 billion(down 69%). The total notional value of the outstanding OTC derivatives
contracts of financial institutions in Japan as of June 2016 stood at $59.3 trillion, up 19% from June 2013, relative to the total of $544 trillion and a 22%
decrease worldwide. The breakdown of the total by contract type was 69.9%
in interest rate swaps (compared with 71.5% in the 2013 survey); 6.5% in interest rate options (vs. 8.3% previously); 6.9% in foreign exchange forwards
and swaps (vs. 6.3%); 9.2% in FRAs (vs. 4.9%); 4.4% in currency swaps (vs.
3.9%); and 1.8% in currency options (vs. 3.2%). By underlying instrument,
equity increased 79%, and foreign exchange and interest rate derivatives contracts also increased 21% and 20%, respectively. Meanwhile, credit and commodity derivative contracts decreased 52% and 65%, respectively.
At the G20 Pittsburg Summit in 2009, it was agreed that all OTC derivatives contracts standardized by the end of 2012 should be settled throughcentral clearing organizations. In Japan, Japan Securities Clearing Corporation (JSCC), which belongs to the Japan Exchange Group (JPX), began
clearing and settlement of CDS in July 2011, followed by clearing of interest
rate swaps starting in October 2012. JSCC settles ¥70 to ¥90 trillion worth of
yen-denominated interest rate swaps, which account for 90% of all interest
rate swaps, on a monthly basis.

Chap. VIII The Derivatives Market

165

10. Credit Derivatives Trading“Credit derivatives trading”refers to trading in credit risks involved in loans
and corporate bonds in the form of swaps and options. While conventional
derivatives trading bought or sold market risks, credit derivatives trading
deals in credit risks. Credit risks trading may be characterized as trading inguarantees in that it not only deals in guarantees against default but also provides a variety of products that cover the risk of declining creditworthinesscaused by a deterioration of business performance.
Credit derivatives are traded largely in three typical types: credit default
swaps (CDS), total return swaps (TRS), and credit-linked notes (CLN). A
CDS is a type of options trading that guarantees the credit risks involved in aloan, and when the borrower defaults on a loan underlying the CDS the damage caused by such default is guaranteed. CDS derives its name from theform in which the payment of a premium is swapped. Next, a TRS is a deal
that swaps the total profit or loss (coupon and evaluated profit or loss) withthe market rate, and it is used when the holder of a credit cannot sell it. And a
CLN is a deal that links credit risks to a bond issued by the issuer of the underlying notes. Therefore, it may be said that a CLN is a CDS based on abond instead of a guarantee. A CLN is redeemed in full on maturity unlessthe company designated in the contract defaults on its obligations, but when
the company defaults the CLN is redeemed at a reduced value prior to maturity. While a CDS is concluded under the assumption that the guaranteeing
company has an adequate capacity to guarantee, a CLN is guaranteed by thepurchase of a bond. Therefore, a CLN has the advantage in that it can be concluded regardless of the credit standing of the investor.
According to the data published by the Bank of Japan, the total notional
value of outstanding credit derivatives in Japan has been accelerating in
growth since 2003, increasing by a factor of 83 from the end of December
2002 to the end of June 2011. Subsequently, however, the value declined almost constantly and was down to half or less of its peak by the end of June
2015. The notional value of outstanding credit derivatives has also been on adecrease in the U.S. after hitting a peak in 2008, but the degree of decline has
not been as significant as that of Japan. During the period from 2008 when
the nominal value of outstanding credit derivatives recorded its peak in the
U.S., the outstanding balance of credit derivatives in Japan doubled over a
period of three years from then. However, the outstanding balance halved
from the end of June 2011 to the end of June 2015, reflecting erratic movements on the market.

887,258 451,942 435,316

1,022,922 525,688 497,235

1,110,430 561,026 549,404

1,137,088 577,434 559,653

1,151,538 579,602 571,934

1,098,891 547,638 551,253

1,040,915 529,454 511,462

1,055,262 536,826 518,436

562,222

390,160

894,196

1,116,847

1,105,389

853,899785,138

710,060

563,687

518,641

510,693

441,444

410,941

June 2010

June 2011

Dec. 2011

June 2012

Dec. 2012 1,047,913

1,061,005

June 2009

Dec. 2010 1,144,710

1,157,661

Dec. 2008

Dec. 2009 1,029,791

1,116,517

June 2008

June 2013

Dec. 2013

June 2014

Dec. 2014

June 2015

Dec. 2015

June 2016

Dec. 2016

June 2017

4,537

3,918

5,414

4,313

4,415

261

367

455

542

473

209

195

278

2,001

207

522

384

349

631

820

814

Total

1,804

1,522

2,054

2,101

2,260

104

123

119

143

374

196

182

266

1,101

196

512

374

349

631

820

766

Sell

2,733

2,396

3,360

2,212

2,155

157

244

336

399

99

13

13

12

900

11

10

10

0

0

0

48

Buy

Total return swap

0

0

0

0

0

0

0

0

130

0

0

0

0

0

0

0

0

0

0

0

0

Total

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

65

Sell

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

65

Buy

Credit spread product

3,591
－
－
－

－
－
－

2,864

2,471

2,316

1,815

1,838

3,510

3,933

4,068

4,915

4,745

4,874

5,258

5,280

6,853

7,179

6,344

3,004

－

－

－

3,376

3,280

3,193

3,683

3,000

3,030

2,792

2,105

581

727

470

470

403

382

348

163

83

0

－

－

－

223

270

444

514

132

203

226

252

386

204

407

537

689

890

215

42

35

24

－

－

－

173

221

394

455

75

86

93

107

199

136

125

119

114

270

215

42

35

24

Sell

0

0

0

0

－

－

－

50

49

50

59

57

117

133

145

187

68

282

418

575

620

Buy

Other products

Issue Purchase Total

6,967

6,144

5,664

5,999

4,815

4,868

6,302

6,038

4,649

5,642

5,215

5,344

5,661

5,662

7,201

7,342

6,427

3,004

Total

Credit-linked notes(Outstanding balance of notional principal; US $ million)

Credit Derivatives Trading in Japan

Note: Figures for credit-linked notes and other products that were included in credit derivatives have not been released since 2016.
Source: Compiled based on the data on chronological coefficients in Bank of Japan,“A Survey of Regular Market Reports Concerning Derivatives Trading.”(http://www.boj.or.jp/en/statistics/bis/yoshi/index.htm/)

406,401 203,375 203,025

437,525 219,801 217,721

505,278 255,136 250,141

507,140 261,156 245,986

552,855 280,527 272,330

703,689 356,398 347,292

778,255 389,898 388,358

848,494 427,571 420,923

1,111,618 553,655 557,963

382,398 203,409 178,989

554,209 293,839 260,371

381,945 201,893 180,053

389,231

Dec. 2007

Buy

271,516 145,659 125,856

Sell

275,351

Total

Credit default swap

June 2007

Total

OTC trading

Table VIII-16.

166
Chap. VIII The Derivatives Market

CHAPTER IXThe Securitized Products Market

1. What Is a Securitized Product?
The income-generating assets of a company are pooled separately from its
balance sheet into a special-purpose vehicle (SPV), and the SPV issues a security backed by the cash flow to be generated by such assets and sells the
security to investors. This method is called“securitization.”The security issued through such a process is generally called a“securitized product.”Business enterprises use their assets—such as auto loans, mortgage loans, leases
receivable, business loans and such claims as loans to corporations, and commercial real estate—as collateral to back up their securitized products. As defined by the Act on Securitization of Assets, intellectual property (such as
copyrights and patents) also can be securitized.
When viewed from the standpoint of asset holders, securitization of assets
has the advantage of enabling them to use the proceeds of the assignment orsale of such assets that they obtain at the time of issue in exchange for cash
flows that may be generated by the assets over a future period of years. In
other words, asset holders can monetize uncertain future cash flows into current income. In addition, in case any holder of a piece of less-liquid commercial real estate wants to issue a security by putting up such real estate as collateral, such asset holder may easily sell the security by issuing it in small
denominations to attract a larger number of small investors, thereby increasing liquidity.
When viewed from the standpoint of investors, securitized products givethem an additional choice of investments that have a new character. Morespecifically, a security backed by a piece of real estate gives them an opportunity to invest in real estate that otherwise they cannot afford to buy outrightwith a small sum of money. Second, as asset holders can issue different classes, or tranches, of securities “( the senior/subordinated structure”) at one andthe same time with varying levels of credit risks, they offer investors the opportunity to purchase a security that meets their needs. The issuers of assetbacked securities—Security 1 to Security N in Chart IX-1—simply tailor
their terms of issue to best suit the needs of Investor 1 to Investor N, instead

168

Chap. IX The Securitized Products Market

Chart IX-1.

Conceptual Chart of Securitized Products

At the time a securitized product is issued

Money for thepurchase of the
security

Proceeds of theassignment/saleof the asset

Acquisitionof the asset
Asset 1

Security 1・・・

Assignment/saleof the asset

Asset N

Special-purpose vehicle (SPV)

Asset 2The holder of the asset

Cash flow

Investor 1
Sale of the
security

Security 2

Investor 2

・
・
・

・
・
・

Security N

Investor N

Principal, interest,and dividends
Security 1

Investor 1

Security 2

Investor 2

After the securitized product has been issued

Asset 2・・・Special-purpose vehicle (SPV)

Asset 1

Cash flow

Asset N・・・Security N Investor N

Assets pooled by the special-purpose vehicle

Chap. IX The Securitized Products Market

169

of making them uniform. For instance, by issuing securities with different
characters—differentiation of the order of priority for the payment of interest
and redemption of principal or granting credit-enhancing conditions (credit
enhancement)—the scope of choice for investors can be enlarged. By adding
such new wrinkles, investors can restructure their portfolios into more efficient ones.
2. Basic Mechanism of Issuing Securitized Products
Generally, many of the securitized products are issued through the mechanism described below. First, the holder of assets “( originator”) such as mortgage loans and accounts receivable that are to be securitized assigns them toa SPV. By doing so, such assets are separated from the balance sheet of theoriginator and become assets of the SPV, which becomes the holder of the assets. An SPV may take the form of a partnership, a trust, or a special-purpose
company (SPC). An SPC established under the Act on Securitization of Assets is called tokutei mokuteki kaisha (TMK, or a specific-purpose company).
To ensure bankruptcy remoteness (no impact even if the company, etc., heldby the SPC goes bankrupt), an overseas SPC is generally set up as a subsidiary through what are called charitable trusts under U.S. and U.K. laws using
what is termed a“declaration of trust,”and the domestic SPC established asa subsidiary of the overseas SPC. In terms of originators, the entity responsible for the debt is called the original obligor.
The next step is to formulate the terms of issue of the securitized productto be issued by the SPV. If the originator opts for the trust method, it issues
beneficiary certificates like those of a trust company. If it chooses the SPC
method, it issues the kinds of securities decided upon by the SPC to provide
securitized products to investors, but it does not have to issue them on one
and the same terms of issue. In short, it can design each type (tranche) of security with a different character by differentiating the order of priority withrespect to the payment of interest and redemption of principal, by varying
maturities, or by offering the guarantee of a property and casualty insurancecompany. By adding such variation, the originator can issue securities thatmeet the diverse needs of investors. In the order of priority for payment, suchsecurities are called“senior securities,”“mezzanine securities,”or“subordinated securities.”
When the originator plans to sell its securitized products to an unspecified
large number of investors, it should make them readily acceptable to investors by offering them objective and simple indicators (credit ratings) for independently measuring the risks involved. In addition, there are other players
involved in different processes of securitized products, such as servicers, who

170

Chap. IX The Securitized Products Market

Chart IX-2.

Example of General Working Mechanism for Issuing Securitized Products
Equitycontribution

Charitable trust

Overseas SPC

Equitycontribution

Original obligor

Proceeds of assignment
Originator

Loan
agreement

Assignment of loans
receivable
Agreement commissioning
Back-office operation

Domestic SPC

Servicer

Payment ofprincipal andinterest

Payment of principal
and interest
Payment ofprincipal andinterest

Issuance of securitized products
Credit-rating
agencyCredit rating

Proceeds of the sale ofsecuritized products
Guarantee

Underwriting
company
Sale of securitized products

Credit-complementing
organization

Bond managementcompany

Payment of the proceedsof the sale of securitized
products

Payment of principal and interest

Investors

manage assets that have been assigned to an SPV and securitized and also recover funds under commission from the SPV, and bond management companies, which administer the securitized products (corporate bonds) purchasedby investors. Firms that propose such a mechanism for securitizing assets andthat coordinate the issuing and the sale of such products are called“arrangers,”and securities companies and banks often act as arrangers.
3. Description of Major Securitized Products
Securitized products are divided into several groups according to the types ofassets offered as collateral and the character of the securities issued. Thosebelonging to the group of products that are backed by real estate and theChap. IX The Securitized Products Market

Table IX-1.
Types

171

Classification of SPVs

SPVs established under basic laws

Corporation type Special-purpose company (SPC)
Domestic:－Corporation (Companies Act)
Overseas:－SPC (foreign governing law)

SPVs established under special laws
Specific-purpose company–TMK (Acton Securitization of Assets)
Investment corporation (Act on Investment Trusts and Investment Corporations)

Trust type

General trust (Trust Act and Trust Busi- Specific-purpose trust (SPT) (Act on Seness Act)
curitization of Assets)
Investment trust (Act on Investment
Trusts and Investment Corporations)

Partnership type

Silent partnership (Commercial Code), Silent partnership, general partnershipgeneral partnership (Civil Code)(Act on Specified Joint Real Estate Ventures)

Source: Prepared by the author from various materials.

claims collateralized by it are residential mortgage-backed securities(RMBS), commercial mortgage-backed securities (CMBS), and real estate
investment trusts (REIT). RMBSs are issued in retail denominations against
a portfolio that pools home mortgage loans. The first securitized productbased on residential mortgage loans was the residential mortgage loan trust
launched in 1973. However, this product failed to attract the attention of bothissuers and investors because of too much limitation. Nevertheless, as thescheme based on SPC became available thereafter, thanks to the enforcementof the SPC Law, the volume of this type of issue has increased since 1999.
Although bonds backed by housing loans that have been issued by the Japan
Housing Finance Agency since 2001 were not issued through an SPC, they
may be included among the RMBSs. CMBSs are backed by loans given
against the collateral of commercial real estate (office buildings, etc.). The
mechanism of issuing them is almost the same as that for RMBSs. The REIT
that became available by virtue of enforcement of the Act on Investment
Trust and Investment Corporation in May 2000 is an investment trust in thatit can only invest in assets backed by real estate.
Another group consists of asset-backed securities (ABS, narrowly defined), such as accounts receivable, leases receivable, credits, auto loans, andconsumer loans, etc. Sales of these products began to increase in the latter
half of 1990s following the enforcement of the Specified Claims Law in June
1993. As these collateralized assets are a collection of relatively small assets
and can be dispersed, they are highly suitable for securitization. What ismore, as the laws governing the products have since been developed, they are
securitized more extensively than the real-estate-backed group.

Table IX-2.

Description of Major Securitized Products

Securities issued
Originator
Governing laws
Basic scheme
Residential mortgage- Banks
Act on Securitization of Assets, Trust A banking institution that holds mortgage credits assigns
backed securities
Other banking institu- Act, Trust Business Act, Financial In- them to an SPC; the SPC, in turn, issues a bond backed bytions
struments and Exchange Act
such credits or entrusts them to a trust bank, which, in turn,issues beneficiary certificates backed by them.
Housing loans receivable Japan Housing Finance J a p a n H o u s i n g F i - Act on the Japan Housing Finance Housing loans receivable held by the Japan Housing FiAgency bonds backed nance Agency
Agency, Independent Administrative nance Agency are given in trust to a trust bank, and a speciby housing loans reAgency
fied corporate bond backed by the beneficiary certificates
ceivable (RMBS)
Financial Instruments and Exchange of a trust is issued at that time through an SPC.
Act
mortgage- Business corporations, Act on Securitization of Assets, Trust The originator assigns the commercial mortgage credits andCommercial mortgage Commercial
backed securities
Banks
Act, Trust Business Act, Financial In- rental revenues, etc., to an SPC, the SPC, in turn, issues acredits and rental(CMBS)
Other banking institu- struments and Exchange Act
bond backed by such credits or entrusts them to a trust bank,revenues
tions
which, in turn, issues beneficiary certificates backed by them.
Real estate-specific Authorized or regis- Act on Specified Joint Real Estate An equity contribution is invited from a large number of rejoint venture products tered firms
Venturestail investors, and the funds thus pooled are jointly invested
in real estate by taking advantage of the scheme of a voluntary association, an anonymous association, or a real estate
investment trust.
Real estate
Real estate investment Owners of property Act on Investment Trusts and Invest- An investment corporation issues units of investment andtrusts (REIT)
purchased by an in- ment Corporations
purchases a piece of real estate and real estate loan claims
vestment trust
Financial Instruments and Exchange with the proceeds of such units in accordance with instrucActtions given by a management company.
Mortgage securities are issued by registering mortgage loan
Mortgage loans receivable Mortgage securities
Mortgage securities Mortgage Securities Act
Financial Instruments and Exchange receivables of the mortgage securities company, and jointly
created on land, buildings,
companiesAct
held equity in mortgage securities is sold to investors.
and superficies
Fiscal Loan Fund loan- Government
Act on Securitization of Assets,
The government entrusts the loan receivables from its FisFiscal Loan Fund loan backed securities
Financial Instruments and Exchange cal Loan Fund to a trust company. Beneficiary certificatesreceivables
Act
issued on the loans are then sold to an SPC, which issues
securities with the loans as the underlying assets.
Leases receivable, credit Asset-backed securities Business corporations Act on Securitization of Assets, Trust A business corporation that holds lease credits assigns themcard receivables, and(ABS, ABCP)
Act, Trust Business Act, Financial In- to an SPC; the SPC, in turn, issues a bond backed by such
installment credit
struments and Exchange Act
credits or entrusts them to a trust bank, which, in turn, isaccounts and notes
sues beneficiary certificates backed by them.
receivable
Collateralized loan ob- Banks
Act on Securitization of Assets, Trust A banking institution that holds general loans assigns them
ligations (CLO)
Act, Trust Business Act, Financial In- to an SPC; the SPC, in turn, issues a bond backed by such
General loans
struments and Exchange Act
loans or entrusts them to a trust bank, which, in turn, issues
beneficiary certificates backed by them.
Collateralized bond ob- Banks and other bond- Act on Securitization of Assets, Trust The banks and other bondholders that hold a number ofligations (CBO)
holders
Act, Trust Business Act, Financial In- bonds assign them to an SPC; the SPC, in turn, issues a bond
Bonds
struments and Exchange Act
backed by such credits or entrusts them to a trust bank,which, in turn, issues beneficiary certificates backed by them.

Underlying claims

172
Chap. IX The Securitized Products Market

Chap. IX The Securitized Products Market

173

Other securitized products are called collateralized debt obligations(CDO), which are securities issued against the collateral of general loans,
corporate bonds, and credit risks of loans that are held by banking institutions. For instance, loans to small and medium-sized business enterprises thatare securitized may be considered CDOs. And CDOs are subdivided into collateralized loan obligations (CLO) and collateralized bond obligations(CBO). Moreover, since the eligibility requirements for issuing commercial
paper (CP) were abolished in 1996, an increasing number of business corporations have come to use asset-backed commercial paper (ABCP) as a formof securitized product.
4. The Size of the Market
In 2011, the Bank of Japan announced retroactively balances for securitized
products back to the end of fiscal 2007, which were previously unavailable
figures. According to these statistics, the balance of securitized products outstanding as of the end of fiscal 2016, stood close to ¥33 trillion. When compared with that of stocks and beneficiary certificates of investment trusts(¥1,261 trillion), loans by private financial institutions to corporations andgovernment entities (¥614 trillion), industrial bonds (¥77 trillion) and bankdebentures (¥10 trillion), their share of private-sector financing as a whole isstill not very large. In contrast, a similar balance (of ABS and mortgage-related combined) in the United States, which is considered the most advanced
nation in securitizing claims, stood at about ¥1,100 trillion at the end of fiscal
2016. The total issuance amount came to ¥240 trillion, reflecting the extraordinary size of the market compared to the Japanese one.
The scale of the securitized products market that stood at a mere ¥400 billion at the end of fiscal 1989 increased sharply thanks to the enforcement of
the Specified Claims Law in 1993 (repealed in 2004), the Special Purpose
Companies Law in 1998 and the Act on Securitization of Assets, which is arevised version of the Special Purpose Companies Law, in 2000. This alsosuggests that assets that can be used as collateral have diversified and that asset securitization has found a growing number of applications. Looking back,the issuance of securities backed by installment credits, which was made possible by the enactment of the Specified Claims Law, was the engine of
growth of the market. As these assets have short maturities and can be readilypooled for diversification, they carry relatively low risks and can be securitized, and such attributes have been a factor in expanding the scale of themarket for them. Since 2000, following the enforcement of the Act on Securitization of Assets, the securitization of mortgage loans, as well as of loans
to business corporations and the government, has expanded dramatically.

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Chap. IX The Securitized Products Market

Chart IX-3.

The Balance of Securitized and Claims Liquidation-Related Products

trillions of yen
50
45
Claims liquidation-related products
40
Securitization products
35
30
25
20
15
10
5
0
91 92 93 94 95 96 97 98 99 00 01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16(fiscal year-end)
FY

91

92

93

94

95

96

97

Asset-liquidation products

0.5

0.6

0.7

1.3

1.4

2.7

9.8 11.9 11.9 13.7 17.8 24.0 27.2

98

99

00

01

02

03

Securitized Products

－

－

－

－

－

－

－

－

－

－

－

－

－

FY

04

05

06

07

08

09

10

11

12

13

14

15

16

Asset-liquidation products

30.1 35.5 38.5 34.2 31.3 27.7 25.5 24.8 22.2 20.8 20.2 19.3 18.5

Securitized Products－－－ 45.7 43.1 40.0 37.8 37.6 34.9 33.2 33.0 32.7 32.3

Source: Complied on the basis of the data drawn from Nichigin shikin junkan-tokei (Flow-of-Funds
Statement of the Bank of Japan).

Table IX-3.

Changes in Composition of Collateralized Assets, etc.
(trillions of yen)

Asset backed bonds (ABB)
MBS issued by JHFA
ABB backed by real estate properties
Other ABB

2011

2012

2013

2014

2015 2016

14.2
10.1
2.7
1.4

13.8
10.6
2.1
1.2

13.6
10.9
1.6
1.1

13.8
11.0
1.6
1.2

14.4
11.7
1.7
1.0

14.6
12.1
1.7
0.8

Ratio to net
operating income
45.1
37.3
5.2
2.5

ABCP

2.6

2.3

1.9

1.8

1.7

1.7

5.2

Trust beneficiary rights
Of which backed by housing loans
Of which backed by loans tocompanies and governments
Of which backed by accounts
receivable
Of which backed by lease andconsumer credits

20.8
8.5

18.8
7.7

17.7
7.6

17.4
7.6

16.7
7.8

16.0
7.7

49.4
23.8

2.3

1.9

1.6

1.7

1.6

1.7

5.2

5.8

5.1

4.4

3.6

2.7

1.7

5.2

3.5

3.2

3.0

3.3

3.7

4.1

12.7

Total

37.6

34.9

33.2

33.0

32.8

32.4

100.0

Source: Complied based on the data from Nichigin shikin junkan-tokei (Flow-of-Funds Statement of the
Bank of Japan).

Chap. IX The Securitized Products Market

175This may be explained by the fact that, pressed by the need to raise the capital adequacy ratio in compliance with the Basel Accords, banks have sought
to unload loan assets from their balance sheets. After reaching a peak in fiscal 2006, the volume of securitized products has gone into decline under the
impact, etc., of the weakening of the economy set off by the subprime loan
crisis.
“Securitized products”are defined as the total of asset-backed securities,
asset-backed commercial paper (ABCP) and trust beneficiary interests. Residential mortgage-backed securities (RMBS) issued by the Japan Housing Finance Agency (JHF; formerly, Housing Loan Corporation) account for noless than 80% of asset-backed securities. Looking at the underlying assets oftrust beneficiary interests that account for nearly half of the total outstandingbalance, nearly 50% are mortgage loans while almost 25% are leases & credit receivables.
5. Primary Market for Securitized Products
As the bulk of securitized products are issued in private placement transactions between the parties concerned, it is difficult to accurately grasp the sizeof the primary market of securitized products. However, the Japan Securities
Dealers Association (JSDA) currently compiles and publishes the“Securitization Market Trends Survey”conducted jointly with the Japanese Bankers
Association based on information on issuance trends of securitized products
received voluntarily from arrangers of securitized products and others. According to the Securitization Market Trends Survey, securitized products issued in Japan in fiscal 2016 reached ¥4.5 trillion. Although securitized product issuance reached a peak of ¥9.8 trillion in fiscal 2006, it went through aperiod of decline under the impact of the weakening economy kicked off by
the subprime loan problem. However, it has been on a recovery trend overthe last few years.
Looking at the trend by the type of asset pledged as collateral, while residential mortgage loans and shopping credits have exhibited a recovery trend,
other assets have declined—a result that reflects the differences in the typesof underlying assets. Residential mortgage loans account for a further increasing percentage of the underlying assets used as collateral, a trend thathas not changed over the past few years. This trend reflects that lendingbanks are actively securitizing mortgage loans of their own origination andthat the issuance of RMBS by the Japan Housing Finance Agency has remained at a high level.
According to the data on issuance compiled by the JSDA, the total valueof publicly offered asset-backed corporate bonds had steadily increased since176

Chap. IX The Securitized Products Market

Chart IX-4.

Securitized Products Issuancetrillions of yen
109

Accounts receivable,commercial bills
Lease receivables

87Credit card receivables

6

Consumer loans

5

Residential loans

43Real estate related

2

CDOs

1

Others

0

04

05

06

07

08

09

10

11

12

13

14

15

16

Source: Securitization department of Deutsche Securities Inc.

Chart IX-5.

Breakdown of Collateralized Assets

(FY)
16
14
12
10
08
06
04
0%

10%

20%

Others
CDOs
Credit card receivables

30%

40%

50%

Real estate related
Lease receivables

60%

70%

80%

90%

100%

Consumer loans
Residential loans
Accounts receivable, commercial bills

Source: Securitization department of Deutsche Securities Inc.

Chap. IX The Securitized Products Market

177

1997, the year in which the association started tracking the data. After hitting
a peak of ¥0.52 trillion in fiscal 2002, however, the total has declined, fallingto ¥0.1 trillion in fiscal 2016. The popularity of privately placed asset-backed
corporate bonds is thought to be the result of considerations with regard toinvestor protection framework, taxes, and disclosure cost.
The underwriting of these securitized products is concentrated in major
brokers/dealers and bank-affiliated securities companies. According toThomson-Reuters Corporation, a major information provider, the Mizuho Financial Group accounted for a 40% share in the securitized products underwriting market in 2016. Other top underwriters of those securitized products
were Sumitomo Mitsui Financial Group (over 11% share) and Mitsubishi
UFJ Morgan Stanley (nearly 9% share), followed by Nomura Holdings, Daiwa Securities Group and Goldman Sachs. Although the list has shown somemovement over the past few years, it has been minor. It may be said that theresults reflect their capabilities in distributing securitized products and procuring collateral assets, as well as securitization expertise that meets clientneeds.
6. Secondary Market for Securitized Products
With the exception of beneficiary certificates of real estate investment trusts(REITs) and infrastructure funds to be discussed later, trading in securitized
products is not concentrated in stock exchanges. As is the case with the secondary market for bonds, securitized products and their transactions are toocomplex and varied to lend themselves to exchange trading. Hence this has
led to the dependence on an over-the-counter interdealer market as the secondary market for their trading. In this section, we will overview the present
state of the interdealer market of securitized products by using primarily thedata on“TMK bonds”(which are publicly offered corporate bonds issued bya corporation established based on the Act on Securitization of Assets. Assetbacked bonds, which is an item for statistics for the primary market includes
the portion of the issuer established for funds raising purposes based on the
Companies Act.) published by the JSDA, which is in a position to obtain dataon interdealer transactions.
Data on the trading amounts of TMK bonds compiled by the JSDA on thebasis of reports from member securities companies for the years prior to 1998
are not available. According to these reports, the trading amount of TMK
bonds has fluctuated frequently, reaching a peak in 2014. A comparison of
TMK trading amounts with those of other bonds in 2017 shows that TMKbond trading amounted to nearly ¥130 billion, and those of corporate straightbonds and utility bonds stood at ¥17.3 trillion and ¥3.2 trillion, respectively.

178

Chap. IX The Securitized Products Market

Chart IX-6.

The Amount of TMK Bonds Traded¥100 million
18,00016,00015,903

14,53914,00010,912

12,00010,000

7,324

8,000
6,000
4,000
2,000
0

9,686

0

1,561

3,001 2,930

4,518

5,749
2,735 2,986

7,048
3,797

5,274

3,838

2,570 2,133

1,279

98 99 00 01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16 17

Source: Compiled on the basis of the data drawn from the Japan Securities Dealers Association.

Chart IX-7.

(%)
2.5

Yield to Subscribers of the Housing Loan Corporation Bonds
Housing Loan Corporation bonds backed by mortgage loans
10-year government-guaranteed bonds (secondary market yield)
Spread

2.0
1.5
1.0
0.5
0.0
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
Source: Compiled on the basis of the data drawn from Kinyu keizai tokei geppo (Monthly Report on
Financial and Economic Statistics) of the Bank of Japan.

Although these issues constitute only a part of the securitized products market, it may be said that the asset-backed securities market of this country still
remains underdeveloped. The number of securities companies that offer themis quite limited, and their liquidity is considerably low. On the other hand, alarge number of securities companies make a market in RMBS issued by theJapan Housing Finance Agency, the bonds are classified as FILP agency

Chap. IX The Securitized Products Market

Chart IX-8.

179

Claims Liquidation-Related Product Holding Ratio

2015
2010
2005
2000
1995
1990
0%

20%
Financial institution

40%
60%
Non-financial corporation

80%
Household100%
Overseas

Source: Complied on the basis of the data drawn from Nichigin shikin junkan-tokei (Flow-of-Funds
Statement of the Bank of Japan).

bonds for statistical purposes, and their market seems to have a certain degree of liquidity.
As their trading market is yet to attain maturity, it is difficult to precisely
measure their secondary market yields, and they have to be substituted withyields at issue. Measured in terms of yields at issue, the most highly liquid
JHF bonds are traded at a higher yield than government-guaranteed bonds.
Reinvestment risk occasioned by early mortgage loan repayment in addition
to the expected redemption period and the availability of a government guarantee may be a factor behind this. While the spread of these two bonds canslightly widen at times, it is generally stable at no more than 0.5%.
According to the balance of financial assets and liabilities of the Flow-ofFunds Accounts of the Bank of Japan, most of the holders of credit liquidation-related products (securitized products) currently are nonfinancial corporations and banking institutions. In 1990, households were the primary
holders. Since then, however, holdings by households have declined consistently, and currently stand at zero. Meanwhile, during this time, financial institutions increased their holdings of securitization-related products and havebecome the primary holders.
7. Primary and Secondary Markets for the Beneficiary Certificates ofReal Estate Investment Trusts
On September 10, 2001, the Japan Building Fund Investment Corporationand the Japan Real Estate Investment Corporation listed their certificates on
the Tokyo Stock Exchange and became the first public real estate investment
trusts (REITs) in Japan. These real estate investment trusts owe their creation

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Chap. IX The Securitized Products Market

Table IX-4.
Item

The Listing Requirements of the Tokyo Stock Exchange
Listing requirements

Eligibility for becoming an The investment trust management company, the trust company for an inasset management company vestment trust without instruction by trustor, or an entity that otherwise
manages assets of a REIT applying for listing must be a member of theInvestment Trusts Association, Japan.
Ratio of real estate to the to- The ratio of real estate is expected to be 70% or higher.
tal value of assets managed
Ratio of real estate and relat- The ratio of real estate is expected to be 95% or higher.
ed assets and liquid assets tothe total assets under management
Total net asset value

Expected to increase to ¥1 billion or more by the time of listing.

Total asset value

Expected to increase to ¥5 billion or more by the time of listing.

Auditor’s opinion(a) The securities report for the two immediately preceding terms are fair
and accurate and contain no false statements.
(b) The audit reports for the two immediately preceding terms containthe remarks“unqualified opinion”or“qualified opinion with an exception.”

No. of units listed

Expected to increase to 4,000 or more by the time it is listed.

Major beneficiaries or inves- The total number of units owned by major beneficiaries or investors is
tors
expected to be 75% or less of the total units listed.
No. of beneficiaries or inves- Their number (except major beneficiaries or investors) is expected to intors
crease to 1,000 or more at the time of listing.
Source: Compiled on the basis of the data drawn from the website of the Tokyo Stock Exchange.

to the amendment of the Securities Investment Trust Act enforced in November 2000, which makes it possible to form trust funds through a real estate
investment trust scheme. In addition, the Tokyo Stock Exchange instituted arule granting a special exception to the securities listing regulations in favorof real estate investment trust certificates and enforced it on March 1, 2001.
By December 31, 2016, the number of listed issues had increased to 59.
The basic mechanism of REITs is this: investment corporations or investment managers called investment trust management companies pool funds ofinvestors, invest such funds primarily in real estate, and distribute the investment income (including rent income) to investors. The three types of securities defined in the Act on Investment Trusts and Investment Corporations—beneficiary certificates of investment trusts with instruction by trustor,
beneficiary certificates of investment trusts without instruction by trustor,and investment securities of investment corporations—may also be issued byreal estate investment trusts. The first type of trust is managed by a trustChap. IX The Securitized Products Market

Table IX-5.
Calendar year

181

Statistics Relating to REITs Listed on the Tokyo Stock Exchange

No. of issues Total net asset value
listed(¥100 million)

Trading volume(in 10,000 units)

Amount of certificatestraded (¥100 million)
2,061

2001

2

2,314

2002

6

4,451

46

810

2003

10

7,088

100

5,057

2004

14

11,062

182

11,791

2005

26

18,937297

20,551

2006

39

29,539472

35,0402007

41

35,910811

74,4282008

40

38,405779

39,926

2009

40

38,733618

22,423

2010

35

38,811881

26,6452011

34

40,211

1,058

28,6642012

37

43,644

1,384

32,2132013

45

53,2003,570

87,8002014

51

62,364

4,099

79,3692015

52

73,482

4,658

100,284

2016

57

82,954

6,478

128,113

Source: Compiled based on the data available in the“Statistics on Real Estate Investment Companies”
issued by The Investment Trusts Association, Japan and other materials.

company that holds the assets in custody in accordance with instructions given by the management company. The second type is managed by a trust bankin accordance with its own judgment. And the third is commissioned to a
management company by the investment corporation that holds the assets.
All of the certificates of the REITs listed on the Tokyo Stock Exchange areinvestment securities issued by investment corporations.
One of the advantages investors can derive from REITs is that they areable to invest in real estate with a small amount of money, and they can enjoyliquidity in freely trading their investments in the market. Another is that REITs offer diversification to their investment portfolio. REIT dividends may be
expensed provided that a REIT meets certain requirements, including distributing more than 90% of its income to its certificate holders.
One problem that the managers of REITs have to address is the possibilityof a conflict of interests between investors and the manager of a REIT withrespect to any investment of its assets commissioned to a third party. In otherwords, it is feared that the management company may force the REIT to buy

182

Chap. IX The Securitized Products Market

a piece of real estate held by its stockholders at a high price. To avoid the occurrence of such a situation, it is desirable to require the REIT to fully disclose information concerning its investments. And investors should consider
getting involved in the management of investment corporations through ageneral meeting of investors.
8. Listed Infrastructure Funds
In April 2015, the Tokyo Stock Exchange (TSE) established an infrastructure
fund market for listing funds that invest in infrastructure properties. The infrastructure funds handled on this market hold infrastructure properties andattain a cash flow that arises when lending the assets to operators. It is on theinfrastructure fund market that the securities issued as underlying instrumentsof the cash flow are traded.
The structure of infrastructure funds is basically similar to that of REIT.
While the listing rules for the infrastructure fund market are generally basedon the framework for the REIT market, there is a key difference in that thepolicy for selecting operators who borrow and operate the infrastructure
properties is included in the rules.
Since the infrastructure fund market was established only recently, only
four issues have been listed, two in 2016, and two in 2017. In addition, alllisted issues hold solar power generation facilities as underlying assets andhave issued securities. This is likely due to the projection that a solar power
plant would be a highly stable source of profits given that power companies
buy power at fixed prices following the enforcement of the Act on Special
Measures Concerning Procurement of Electricity from Renewable Energy
Sources by Electricity Utilities “( Feed-in Tariffs (FIT) Act”
) in 2011.
Properties that support the livelihoods of people, including electricity andgas facilities, water supply facilities, railroads and roads, can be the underlying assets of infrastructure funds. One of the reasons why infrastructure funds
have been drawing attention is because earnings generated by such infrastructure properties are considered to be relatively less vulnerable to economic changes. This makes it possible for infrastructure funds to also maintain stable profits. While currently in Japan all funds pertain to solar power
plants, it is anticipated that infrastructure funds that invest in other types ofproperties will emerge going forward.
The total number of shares issued for the four issues combined amounts toapproximately 200,000 shares. Daily trading volume on the market in October 2017 stood at nearly 1,300 shares combined for the three issues that werelisted at the time. Also drawing attention is the future development of tradingon the market.

Chap. IX The Securitized Products Market

Chart IX-9.

Structure of Infrastructure Funds
Asset Management
Company

Supply Infrastructure
Asset

Instructions on Investment

InvestOrdinary Company

Infrastructure

AcquireInfrastructure
Company

Management ofInfrastructure(Operator)

Establish
Infrastructure Fund
Infrastructure
Company

Public Orgnization
Sell

183

InvestInfrastructure
Fund(Investment
Corporation)

Ordinary Company

Investor
Retail Investor

Lease Infrastructure

InvestInfrastructure
Company

Institutional Investor
Corporate Investor

Source: Website of the Japan Exchange Group, Inc.

Target infrastructure(Includes concessions targetting the assets)
Energy related
Renewable power
generation facilities
Electric Facilities(Power plants)

Transportation
related

Other

Airports

Water and sewage

Roads

Telecommunicationequipment

Railways

Gas Facilities

Harbor Facilities

Oil and Gas pipelines

Energy ships

Wireless equipment* Right to operate public facilities (concession) refers to the right to operate the public facility, whichcollects charges for usage that can be outsourced to a private business operator while the ownershipof the facility remains with the public entity.
Source: “Infrastructure Funds” Section on the website of the Japan Exchange Group, Inc.

184

Chap. IX The Securitized Products Market

In infrastructure investment, the terms greenfield and brownfield are used.
The former signifies a field that has not been touched by human hands, reflecting a type of investment made where nothing exists. Meanwhile, the latter refers to a state in which human intervention has already been made, reflecting an investment in an existing infrastructure facility.
9. Risks and Credit Enhancement of Securitized Products
As the structure of securitized products is complex, credit rating is widelyused as a criterion for making an investment decision. And in order to package assets into a securitized product that merits a high credit rating, a device
for controlling various risks has to be built into the product. The substance ofrisks varies depending on the kind of underlying assets and the participantsin the scheme, but one thing in common among them is the default risk, or
the probability that the issuer may fail to pay its interest or principal promptly when due. The default risk of a securitized product is largely divided into
two kinds: the risk of changes occurring in the cash flow generated by theunderlying assets (bad debt or arrears) and the risk of bankruptcy of parties
involved in the securitization of assets (the debtor, the SPC, or the originator).
The risk involved in the cash flow may be reduced by taking various credit-enhancing measures. Unlike general corporate bonds, whose credit rating
is determined by the credit risk of their issuers, the credit rating of a securitized product must be based on the results of examinations of assets underlying each product. The arranger who underwrites and markets the securitized
product and the originator negotiate with a credit-rating agency to obtain ahigh rating. There are various credit-enhancing measures to choose from fordifferent schemes employed for issuing a securitized product, but they may
be largely divided into two: an external credit-enhancing measure that utilizes external credit (such as banking institutions) and an internal credit-enhancing measure that gives the structure of the security the function of enhancing
its credit. There are two methods of external credit enhancement: indirect anddirect. The former complements cash flows from underlying loan assets, andthe latter complements that of a securitized product. The indirect method has
a drawback in that it cannot eliminate risks associated with a servicer or any
other party involved in securitization. As a means of enhancing internal credit, a senior subordinated structure is commonly used. In Japan, however, thesubordinated securities are often held by the originator because, among otherreasons, there are few investors who are willing to purchase them.
A large part of the risk of changes in cash flows from underlying assets
can be covered by credit enhancing measures. However, the risk of bankrupt-

Chap. IX The Securitized Products Market

Table IX-6.

Creditenhancement(external)

185

Main Credit Enhancing Measures

The originator owes recourse to a certain part of the assets
Recourse of the origi- sold to the SPC. Off-balance sheet accounting may not be aunator
thorized depending on the extent to which the originator owes
such recourse.
Credit default swaps

The purchaser of a swap pays a certain amount of money inpremium in exchange for a guarantee of credit risk of a specified claim.

Guarantee, insurance A property and casualty insurance company provides insurby financial institu- ance covering the entire default risk is issued securities.
tions

Creditenhancement(internal)

Spread account

The balance of funds remaining after deducting the amounts
paid to the investors and fees from the cash flow of the underlying assets is deposited in a spread account to be used ascompensation money in case of default.

Over collateral

The credit standing of securities is enhanced by selling suchpart of the underlying assets whose value is in excess of theamount of the securities issued to the special purpose vehicle(SPV).

Senior/subordinated By designating part of the securities issued as subordinatedstructuredebt, the credit standing of the rest of the issue is enhanced.

cy of the parties involved in securitization is a serious problem. As assigned
claims and receivables of a bankrupt originator are typically subject to bankruptcy proceedings, investors carry the risk of nonpayment of their principal
and interest. Therefore, it is important to check whether there is any risk inthe business of any party concerned or whether the party is shielded from therisk of other parties concerned. Risks are complexly intertwined, and they aresummed up in Table IX-7.
10. The Enactment of Securitization-Related Laws
The existing legal system of Japan is built around business-specific laws, andthe regulatory system of financial instruments is vertically divided along thelines of business-specific laws. As these laws contain many provisions regulating or banning business activities outright, it was pointed out that to spurthe development of new business, such as the securitization of assets, the existing laws have to be amended, and new laws must be enacted.
As regards the securitization of assets, pioneered by the Mortgage Securities Act introduced in 1931, the Specified Claims Law was enacted as an independent law in 1993. Since the enforcement of this law, the legal infrastructure has been developed steadily. Under and thanks to the Specified

186

Chap. IX The Securitized Products Market

Table IX-7.
Overall risksof ABS

Typical Risks of ABS

OutlineMeasures necessary to avoid risks

Credit risk

There is a risk of a failure to generate A review of credit-enhancing measures is
an expected cash flow due to a default needed. In the case of an underlying asset thatof the originator.
consists of many credits, steps must be taken
to diversify such underlying assets.

Prepaymentrisk

If the issuer redeems the security ahead It is necessary to develop techniques such as aof its maturity, the investors will be ex- collateralized mortgage obligation (CMO) andposed to prepayment risks.
a security with a period of deferment that adjusts the relationship between the underlying
assets and the cash flow generated by the security issued thereby.

Liquidity
risk

When the funds flow out rapidly fromthe market, the holder cannot sell the
security in a timely manner because theliquidity of the securitized product is
not adequate, and the holder is thus exposed to a liquidity crunch.

The development of a secondary market fortrading ABSs is a must.
Also, the subordinated security shoud be tradedwidely among the investors.

Risks of theparties
concerned

OutlineMeasures necessary to avoid risks

Once the claims of the originator soldto the SPC are recognized as part of thebankruptcy estate, the investors haves
Originator’
the risk of forfeiting their right to rerisk
ceive the payment of the principal andinterest of the security.

It is necessary to ensure that the transfer of theclaims is not for securing a loan but is theirtrue sale.
The assets must be separated from the balance
sheet.
Transaction must have the conditions necessary for counteracting against a third party.

The commingling risk: A servicer ofreceivables that went bankrupt may
mingle the funds it had received before
Servicer risk it went bankrupt with its own funds
without remitting them to the SPV.

The designation of a backup servicer capableof putting up excess collateral is needed.
Payment of remittances received from debtors
must be made directly into the account of the
SPV.
Management of a lock-box account must be
conducted.

Bankruptcy remoteness must be established so that the SPC of an asset securitization scheme itself will not gobankrupt or will not be affected by thebankruptcy of other companies.

The substance of business must be clearly defined, and an SPC in which the originator has
no equity interest must be founded by establishing a charitable trust.
The commencement of bankruptcy proceedings must be averted by making the charitable
trust its beneficial shareholder.

SPC risk

Chap. IX The Securitized Products Market

Table IX-8.

187

Chronology Relating to the Securitization of Assets

Month &
Changes implemented
Year
Aug. 1931 The Mortgage Securities Act is enacted.
June 1973 Housing loan companies raise funds by offering beneficiary certificates of housing loan
claim trusts.
Sept. 1974 Housing loan companies raise funds by offering mortgage-backed securities.
Jan. 1988 The Law Concerning the Regulation of Mortgage-Backed Securities Business is enforced.
Apr. 1992 The Law Concerning the Regulation of Business Relating to Commodity Investment (theCommodity Fund Law) is enforced.
Apr. 1993 The Securities and Exchange Act designates beneficiary certificates of housing loan claim
trusts as securities.
June 1993 The Law Concerning the Regulation of Business Relating to Specified Claims, etc. (theSpecified Claims Law) is enforced.
July 1993 The ban on the issuance of CPs by nonbanks is lifted.
Apr. 1995 The Act on Specified Joint Real Estate Ventures is enforced.
Apr. 1996 As a method of liquidizing assets under the Securities and Exchange Act, the issuance ofasset-backed securities (ABS and ABCP) is authorized, making it possible to issue themother than under the Securities and Exchange Act.
June 1997 Beneficiary certificates of general loan claim trusts (including loans secured by real estate)
are designated as securities under the Securities and Exchange Act.
Feb. 1998 The Securities Investment Trust Act is amended (and the ban on corporation type investment trusts and privately placed investment trusts is lifted).
Apr. 1998 A total plan for the liquidation of land and claims is announced.
Sept. 1998 The Act on Securitization of Specified Assets by Specified Purpose Companies (the SPC
Law) is enforced.
Oct. 1998 The Law Concerning Exceptions to Requirements under the Civil Code for the Perfectionof Assignment of Receivables and Other Properties (the Perfection Law) is enforced.
Jan. 1999 A statement of opinion on establishing accounting standards for financial instruments ispublished. (The financial component approach to conditional transfer of financial assets is
adopted.)Feb. 1999 The Act on Special Measures Concerning Claim Management and Collection Business (theServicer Law) is enforced.
May 1999 Act on Issuance, etc. of Bonds for Financial Corporations’Loan Business (the so-called
Nonbank Bond Law) is enforced.
Nov. 2000 With the enforcement of the Act on Securitization of Assets, the scope of assets eligible forsecuritization is expanded to include a broad range of property rights.
Nov. 2000 The Act on Investment Trusts and Investment Corporations (the revised Securities Investment Trust Act) is enforced, expanding the assets that can be securitized to real estate, etc.
Sept. 2001 The revised Act on Special Measures Concerning Claim Management and Collection Business is enforced.
Dec. 2004 The Trust Business Act is amended, and the system requiring trust companies of the management type to register is launched.
Dec. 2004 The Specified Claims Law is repealed.
Oct. 2005 The Special Provisions of Assignment of Obligations was amended to the Act on Special
Provisions, etc. of the Civil Code Concerning the Perfection Requirements for the Assignment of Movables and Claims.
May 2006 The Companies Act is enforced.
Dec. 2006 The Trust Act is amended and provided for business, personal, and purpose trusts.
Oct. 2007 The Financial Instruments and Exchange Act is enforced.
Nov. 2011 Revised Act on Securitization of Assets is enforced.

188

Chap. IX The Securitized Products Market

Claims Law, the liquidation and securitization of assets classified as specified
claims, such as leases receivable and credit card receivables, started. Thereafter, various laws were enacted to help the banking institutions meet thecapital adequacy standards imposed by the Basel Committee on Banking Supervision and to encourage the securitization of their assets to deal with thebad loan problem that had become serious since the turn of the decade of the
1990s.
Under the Special-Purpose Company (SPC) Law and the Act on Securitization of Assets enacted as the revised SPC Law, structures incorporating
SPVs, including specific-purpose companies (TMK) and specific-purpose
trusts (SPT), may be used for securitizing specified assets designated in theprovisions of the said laws (real estate, designated money claims, and beneficiary certificates issued against such assets in trust) in the form of assetbacked securities (such as senior subscription certificates, specified corporate
bonds, and specified promissory notes, etc.). Under the SPC Law, the systemof disclosing an asset liquidation plan and individual liquidation projects wasintroduced, in addition to the disclosure requirements on the disclosure of information on securities under the Securities and Exchange Act (currently the
Financial Instruments and Exchange Act).
In 1998 the Act on Special Provisions, etc. of the Civil Code Concerning
the Perfection Requirements for the Assignment of Movables and Claims
was enacted as a law prescribing exceptions to requirements under the Civil
Code for the perfection of the assignment of receivables and other properties,
and it was amended in 2005. The Civil Code provides the legal requirements
for the assertion of the assignment of nominative claims (claims with named
creditors) against obligors or third parties. Designated claims were transferable, but the provisions of the Civil Code had been a major hurdle standing
in the way of securitizing them. And the Perfection Law set forth simple procedures for the perfection of such interests.
The Act on Special Measures Concerning Claim Management and Collection Business, enacted to account for exceptions to the provisions of the Attorney Law, allows accredited corporations to provide the services of administering and collecting debts. Under the Act on Special Measures Concerning
Claim Management and Collection Business, a debt collection company may
be established to provide a bad debt collection service without conflicts with
the Attorney Law. The Act on Issuance, etc. of Bonds for Financial Corporations’Loan Business conditionally lifted the ban imposed on nonbanks on theissuance of corporate bonds and CPs for the purpose of raising capital for
lending operations and on ABSs.
As a result of the revision of the Securities and Exchange Act based on the
Act on Revision, etc. of Related Acts for the Financial System Reform andthe enforcement of the Financial Instruments and Exchange Act, beneficiaryChap. IX The Securitized Products Market

189

certificates of and trust beneficiary interests in assets that are deemed eligible
for securitization by the provisions of the Act on Securitization of Assets andmortgage certificates under the Mortgage Securities Act are now legally considered securities. Furthermore, pursuant to the enactment of the Act on Investment Trusts and Investment Corporations as revised, real estate was included in eligible assets, which paved the way for the issuance of REIT
securities. Since then, the scope of eligible assets has been expanded, and theinfrastructure funds emerged.

CHAPTER X
Financial Instruments Exchange, etc. (1)1. The Function of the Financial Instruments Exchanges
The basic function of a financial instruments exchange (stock exchange) is toestablish a highly organized market and concentrate supply and demand of
marketable securities in a single market to enhance the liquidity of securities,
to help form fair prices that reflect supply and demand, and to promptly publish the prices thus formed. The purpose of a financial instruments exchange
is to establish a market for trading securities and executing exchange derivatives trading and to run the market in such a way as to facilitate fair and efficient trading in the public interest and for the protection of investors. The basic mission of the financial instruments exchange is to provide a fair andtransparent market. The market established by a financial instruments exchange has the function of providing a marketplace that enhances the liquidity of financial instruments and helps form fair prices so as to provide investors with an environment in which investors can conduct investment activities
free from anxiety, raise funds smoothly by issuing securities, and hedge risks
by executing exchange derivatives trading among other activities. Furthermore, prices formed on an exchange can serve as a base for assessing the asset value of securities among others and price indexes serve as an important
indicator of economic and business trends. Because financial instruments exchanges operated by stock exchanges perform an important role in supporting the economy of the nation, a license must be obtained from the prime
minister to open an exchange, and the operation of that exchange is placed
under supervision according to the Financial Instruments and Exchange Act.
Stock exchanges were conventionally required to be membership organizations under the Securities and Exchange Act. An amendment of that law
that went into effect in 2000, however, allowed stock exchanges to change
their legal status to that of a corporation. Starting with the Osaka Securities
Exchange (OSE) in 2001, the Tokyo Stock Exchange (TSE), Nagoya Stock
Exchange, and JASDAQ reorganized as corporations. The enforcement of
the Financial Instruments and Exchange Act in 2007 provided for the establishment by an exchange of an exchange holding company, self-regulatory

Chap. X Financial Instruments Exchange, etc. (1)Chart X-1.

191

The Function of the Financial Instruments Exchanges
Price information (Internet · Newspapers, etc.)

Information
vendors
Price
information

Execution of
buying and selling

Cash market
Derivatives market

Clearing andsettlement

Buy and sellordersInvestors

Buy and sellordersBenefits of listing●Funding●Improving
reputation and
trust

Price
information

Securities companies

Listed companies

Information distribution●Stock price information●Index information, etc.

Delivery ofshare certificates,
price, etc.

[Corporate Philosophy of Japan Exchange Group, Inc.]“Our mission is to contribute to the realization of an affluent society by promoting continuous development of the market by ensuring our public nature and credibility, constructing the foundation of the market which is highly convenient, efficient and transparent, and providing creative and attractive services.
Our efforts bring rewards in the form of profits resulting from the increased support and confidence ofinvestors and other market users.”[Purpose of the Tokyo Stock Exchange, Inc.]
Articles of Incorporation Article 2
1. The purpose of the Company shall be to conduct the following business:(1) Providing market facilities for securities trading, publicizing market prices and quotations, ensuring
fairness of securities trading and other business regarding operation of the financial instruments exchange market(2) Designating numbers to identify parties in a financial instruments transaction (excluding trading in
financial instruments exchange markets)(3) Business incidental to the business mentioned in the preceding two items
2. The Company shall conduct its business, placing the highest value on ensuring securities trading is executed in a fair and smooth manner, thereby contributing to the public interest and the protection of investors.

192

Chap. X Financial Instruments Exchange, etc. (1)corporation, etc. Given this revised law, in the same year, the Tokyo Stock
Exchange Group, Inc. was established as a holding company of the Tokyo
Stock Exchange and a self-regulatory corporation. The establishment of aholding company was prompted by potential conflicts of interest between the
public role of an exchange as an operator of self-regulating operations andthe for-profit orientation of an exchange as a corporation, where exchanges
sought to reinforce the independence of their highly public function to ensureself-regulation of the market. Furthermore, against the backdrop of intensifying competition among markets across borders resulting from the advancement of financial transaction systems, in 2013, the Tokyo Stock ExchangeGroup and the Osaka Securities Exchange combined their operations to increase the appeal and convenience of their markets and to enhance theirglobal competitiveness, forming the Japan Exchange Group (JPX).
2. The Listing System
The stock exchange imposes listing requirements from the viewpoint of investor protection and examines the listing applications of securities companies to see whether they satisfy the listing requirements. The listing requirements comprise formal and eligibility requirements. After the stock exchange
receives an application from a company wishing to list its stock, the exchange checks first whether or not the listing applicant meets the formal requirements and then the eligibility requirements.
The formal requirements include (1) those relating to the number of shareholders; tradable shares (number of shares owned by shareholders other thanlarge shareholders and other specified persons, market value of tradable
shares, ratio of tradable shares); and market capitalization of the shares listedfrom the standpoint of ensuring smooth trading in shares and forming fair
prices; (2) those relating to the number of years of business operation; shareholders’equity; and the amount of Profits earned from the standpoint ofmaintaining the suitability for listing in terms of continuity of business, financial position, and profitability, etc.; those relating to financial statements,
audit comments and audits by a registered listed company audit firm from thestandpoint of ensuring appropriate disclosure of companies’activities; andalso those relating to the appointment of a transfer agent, the tangen trading
unit, the classes of shares, restricted shares, and appointment of a designatedcustody and transfer agent from the standpoint of preventing forgeries andother troubles in the share transfer process as well as ensuring smooth operation in connection with transactions.
Meanwhile, the eligibility requirements are: (1) corporate continuity andprofitability, (2) soundness of corporate management, (3) effectiveness ofChap. X Financial Instruments Exchange, etc. (1)193

Table X-1. The Listing Requirements of the Second Section of the Tokyo Stock Exchange(as of September 2017)
Formal Requirements
Amount of net assets1)(Expected at listing)Consolidated: ¥1 billion or more (plus positive value for non-consolidated
net assets)

Amount of profit2)

Consolidated: ¥500 million or more for the most recent two years

No. of shareholders3)(Expected at listing)

800 or more

Tradable shares4)(Expected at listing)a. No. of tradable shares: 4,000 units or more5)b. Market value of tradable shares: ¥1 billion or morec. Ratio of tradable shares: 30% or more of the listed stocks

Market capitalization of ¥2 billion or more
the shares listed(Expected at listing)
No. of years of business Three years or more in continuous operation with a board of directors inoperation
place, calculated from the end of the prior business year
Financial statements

The financial statements for the latest two years contain no false statements

Auditor’s opinion“Unqualified opinion”or“qualified opinion”for the latest two years“Unqualified opinion”for the latest year

OthersAudited by a registered listed company audit firm6)
Appointment of a shareholder services agent
Number of shares in Tangen trading units; class of stocks
Restriction on stock transfer
Appointment of designated custody and transfer agent

Notes: 1. Amount of net assets＝Total net assets＋Reserves－Subscription rights/warrants (indicated in
the section of net assets).
2. The amount of profits is the amount derived by adding or subtracting minority interests in subsidiaries to/from the amount of current profit (loss). If market capitalization of the shares listed
is ¥50 billion or more (excluding when net sales in the latest year amounted to less than ¥10 billion), there is no need to meet the standard on the amount of profits.
3. No. of shareholders means the number of shareholders who own one or more units of shares.
4.“Tradable shares”refers to listed shares excluding shares held by parties with a special interest
such as officers, shares owned by the company itself, and shares held by persons who individually own 10% or more of listed shares.
5. One unit is the number of shares that constitute one unit.
6. An audit firm that is registered in the registry of listed company audit firms based on the Registration System for Listed Company Audit Firms of the Japanese Institute of Certified Public Accountants (including audit firm which is subject to quality control reviews by the Japanese Institute of Certified Public Accountants).
(as of September 2017)
Eligibility Requirements[Corporate continuity and profitability]
A business is operated continuously and a stable revenue base is present.
[Soundness of corporate management]
The company is carrying out business in a fair and faithful manner.
[Effectiveness of corporate governance and internal management system of an enterprise]
Corporate governance and internal management system are properly prepared and functioning.
[Appropriateness of disclosure of corporate information, etc.]
The company is in a status where disclosure of corporate information, etc. may be carried out in an
appropriate manner.
Other matters deemed necessary by the Exchange from the viewpoint of the public interest or theprotection of investors.

194

Chap. X Financial Instruments Exchange, etc. (1)corporate governance and internal management system of an enterprise, (4)appropriateness of disclosure of corporate information, etc., and (5) othermatters deemed necessary by the stock exchange from the viewpoint of the
public interest or the protection of investors. Examination of fulfillment ofthese eligibility requirements is made on the basis of the documents submitted by, and hearings conducted on, the issuing company.
A company newly listing on the First or the Second Section of the market
is first listed on the Second Section, and when it meets the listing requirements for the First Section it is allowed to transfer to the First Section. However, if the company is judged to be capable of meeting the formal listing requirements of having 2,200 or more shareholders, 20,000 units or more of
tradable shares, a ratio of tradable shares of 35% or more, and a market capitalization of ¥25 billion or more by the time it actually lists, it will be allowed
to list directly on the First Section.
3. The Listing Management System
With a view to carrying out the proper management of listed securities and toprotecting investors, stock exchanges have instituted various rules relating to
the management of listings and have sought to ensure the effectiveness ofthese rules by requiring issuers to promise to observe them in the listing
agreement they sign at the time of listing.
In the case of the Tokyo Stock Exchange, its listing requirements include
rules requiring listed companies to make timely disclosure of information regarding any material corporate matters, a code of corporate conduct requiring
companies to adhere to appropriate behavior, and rules concerning changes
in market section classification and the delisting of securities.
Rules Requiring Timely Disclosure of Material Corporate Matters: To
ensure the formation of fair market prices and to foster the sound development of a financial instruments market, it is extremely important for listedcompanies to make proper disclosure in a timely manner of information concerning material corporate matters that may influence the investment decision-making of investors, the very basis on which stock prices are formed.
The Tokyo Stock Exchange has established rules as part of its listing requirements for listed companies to make timely disclosure of material corporate
information.
Code of Corporate Conduct: The Tokyo Stock Exchange has introduced
a code of corporate conduct. The multifold purposes of requiring proper conduct by listed companies are to raise awareness of their role as members of
the financial instruments market, to ensure greater transparency by enhancing
the disclosure of corporate information, and to achieve the proper operation

Chap. X Financial Instruments Exchange, etc. (1)Table X-2.

195

Outline of Code of Corporate Conduct of the Tokyo Stock Exchange(as of September 2017)

Matters to be observed (if a listed company violates a Matters desired to be observed (listed compaprovision regarding these matters, it may be subject to nies are expected to make efforts to observemeasures enforced by the TSE)
them)
• Matters to be observed regarding third-party allotment • Efforts toward the shift to and maintenance of• Prohibition of stock split, etc., that could cause turmoil the desired investment unit level• Efforts toward unification of trading unit
in the secondary market• Matters to be observed pertaining to issuance of • Respect for the principles of the Corporate
Governance CodeMSCB, etc.
• Securing management structure that includes• Duty to exercise of voting rights in writing, etc.
• Duty to carry out framework improvement to facilitate independent directors
exercise of voting rights for listed foreign companies • Framework improvement to enable proper
functioning of independent directors/auditors• Duty to secure an independent director/auditor• Duty to explain the reasons for implementing or not • Provide information on independent directors/
implementing the Corporate Governance Codeauditors, etc.
• Duty to appoint a board of directors, an audit board or • Framework improvement to facilitate exercise
committee, and an accounting auditorof voting rights• Duty to select a certified public accountant or public • Delivery of documents to shareholders ownaudit firm to provide the audit certificate of the ac- ing stock without voting rights
counting auditor• System improvement for prevention of occur• Duty to carry out necessary structural development of rence of insider tradinga system for ensuring the appropriateness of business • Development of system, etc. for excluding• Matters to be observed pertaining to introduction of anti-social forces
takeover defense measures• Development of systems and structures to• Matters to be observed pertaining to disclosure of properly respond to changes in accounting
standards, etc.
MBOs, etc.
• Matters to be observed pertaining to significant trans- • Fair provision of supplementary explanatory
materials on details of account settlement
actions, etc., with controlling shareholders• Audit by an audit firm placed on the TSE’s ListedCompany Audit Firm Register• Prohibition of insider trading• Exclusion of anti-social forces• Prohibition of behavior destructive to the functioningof the secondary market or the rights of shareholders

of investor protection measures and market functions.
Changing Section Classifications: The Second Section of the Tokyo
Stock Exchange was established separately from the First Section in 1961
initially with a view to better protecting investors with regard to problems
with being attracted from the then immature over-the-counter market into theexchange market. At present, the principal difference between the First andSecond Sections is generally perceived as liquidity. The Tokyo Stock Exchange’s listing requirements stipulate the criteria for assignment to the First
Section and the criteria for reassignment from the First Section to the Second
Section.
Criteria for Delisting Stocks: A stock may be delisted whenever it meets
any of the conditions set forth in the criteria for delisting stocks in the listing

196

Chap. X Financial Instruments Exchange, etc. (1)Table X-3.

Criteria for Delisting Stocks (Tokyo Stock Exchange)(as of September 2017)

Item① No. of shareholders② Tradable shares

OutlineLess than 400 (with a grace period of one year)
When any of a through c corresponds:
a. No. of tradable shares: less than 2,000 units (with a one-year grace period)b. Market value of tradable shares: less than ¥500 million (with a one-year
grace period)c. Ratio of tradable shares: less than 5% of listed stocks③ Trading volume
Either the average monthly trading volume over the past one year is less thanten units or no trades were made for the past three months④ Market capitalization When market capitalization of the shares listed falls below of ¥1 billion andof the shares listed
does not increase to ¥1 billion or above within nine months1)⑤ Liabilities
If the issuer’s liabilities exceed assets and this state remains unchanged for
one year2)⑥ Bankruptcy, etc.
When an issuer becomes insolvent or falls into a situation requiring rehabilitation or reorganization proceedings, or in situations equivalent thereto3)⑦ Suspension of business When a listed issuer suspends its business activities or falls into a situation
activities
similar thereto⑧ Inappropriate mergers When the stock exchange determines that a listed company that acquired another company has in effect failed to survive the merger and that the surviving company has failed to meet standards equivalent to the initial listing requirements within three years of such merger⑨ Deterioration in sound- When the stock exchange determines that there has been a marked deterioraness of transactions tion in the soundness of transactions between the company and its controllingwith controlling share- shareholder within three years of a change in the controlling shareholder due
to a third-party allotment
holder⑩ Delays in securities fil- When a listed issuer fails to file an annual or quarterly securities report toings
gether with an auditor’s report or quarterly review report within one monthfollowing the statutory deadline (if an extension of deadline has been approved for filing, when the listed issuers fails to file within 8 days followingthat deadline)⑪ False statements or ad- • When a false statement is made in a securities report, etc. and the compeverse opinion
tent stock exchange finds that maintaining order on the exchange could be
difficult without immediate delisting of the issue• When an audit report contains an improper opinion or no auditors’opinion
and the competent stock exchange finds that maintaining order on the exchange could be difficult without immediate delisting of the issue⑫ Securities on Alert• When despite the issue meeting criteria to be designated as securities onalert, the competent stock exchange determines that there is no likelihoods internal control system, etc.
of improvement in the issuing company’• When during the process of designating the issue as securities on alert, thecompetent stock exchange determines that there is no likelihood of improvement in the issuing company’s internal control system, etc.
• When despite having designated the issue as securities on alert, the competent stock exchange determines that there is no likelihood of improvementin the issuing company’s internal control system, etc.
⑬ Breach of the listing When a listed company seriously violates the listing agreement or pledge
agreement
concerning timely disclosure or when it becomes no longer a party to the listing agreement⑭ Undue restrictions on When shareholders’rights or exercise thereof are unduly restricted
shareholders’rights(Example) Introduction of a rights plan without contingency, introduction ofa dead hand-type rights plan, issuance of a golden share (classified stock withveto power), etc.
⑮ Others
Suspension of a listed issuer by the bank, failure to appoint a shareholder services agent, certain restrictions on share transfers, becoming a wholly owned
subsidiary of another company, cancellation of the custody and transfer agent
agreement, wholly call, involvement with antisocial groups, and when thecompetent stock exchange finds that the delisting of a given stock is in the
public interest or appropriate for the protection of investors
Notes: 1) Three months in the case that a document indicating the current business status, future development, improvement of business plan, etc. is not submitted.
2) The grace period is extended for another year if such issuer has a credible plan to wipe out thenegative net worth within a year after the grace period through rehabilitation proceedings.
3) Excluding a case where a reconstruction plan is disclosed and market capitalization for a periodof one month is ¥1 billion or above.

Chap. X Financial Instruments Exchange, etc. (1)197

requirements.
When any stock is in danger of falling within the purview of the criteria
for delisting stocks, the issue will be put on the watch list to notify generalinvestors. When any stock actually falls within the purview of the delisting
criteria, the issue will be put on the liquidation list to publicize the information and allow the trading of such issue to continue for a specified period (ordinarily one month).
4. The Corporate Governance CodeApplication of the Corporate Governance Code: Following the government’s growth strategy“Japan Revitalization Strategy (Revised in 2014),”
the Corporate Governance Code, a set of key principles that contribute to realizing effective corporate governance of listed companies (hereafter, theCode), has been applied to listed companies from June 2015.
The Code consists of a total of 73 principles, including general principles,
principles, and supplementary principles, and adopts the“comply or explain”(either comply with the principles or explain the reasons for non-compliance)
approach. The scope in which the requirements under the“comply or explain”approach are imposed differ depending on the market category. In thecase that a company listed on the First or the Second Section of the existing
markets chooses to not comply with any of the 73 principles and in the casethat a company listed on Mothers or JASDAQ chooses not to comply withany of the five basic principles, the company must explain the reasons for
non-compliance.
Furthermore, since it would be desirable for companies to disclose and explain matters in a standardized framework, the status of adoption of the Codeby listed companies is to be described in the Corporate Governance Report,
which the listed companies are required to submit, and the Corporate Governance Report is made available on the website of the respective stock exchange, etc. for public inspection.
Response to the Corporate Governance Code: Looking at the status asof July 2017, out of the 2,544 companies listed on the First and Second Sections of the market, 663 companies (26.1%) complied with all 73 principles
and 2,262 companies (88.9%) complied with 90% or more of the principles.
As a consequence of reviews conducted by each of the listed companies inconsideration of the Corporate Governance Code, the compliance rate has
been on the rise. In terms of individual principles, the compliance rate
showed a significant increase particularly for Supplementary Principle 4-11.3(Evaluation of effectiveness of the board), an increase of 35.0 basis points
from the level at the end of December 2015 immediately after the adoption

198

Chap. X Financial Instruments Exchange, etc. (1)Chart X-2.

Overview of the Corporate Governance Code• Formulated as part of the growth strategy, the Code seeks“growth-oriented governance”that contributes todemonstrating healthy corporate entrepreneurship• The Code calls for the enhancement of corporate value through appropriate cooperation with not only shareholders but also with a variety of stakeholders• Shareholders with medium- to long-term holdings have the potential to become important partners for companies and the Code encourages sufficient constructive dialogue between companies and their shareholders⇒Promotes sustainable corporate growth and increased mid- to long-term corporate value of companies, thereby
contributing to the development of overall economic growth• Principles-Based Approach: Review activities against
the aim and spirit of the principles, not against the literal wording and statement in judging whether or not
the activities are truly appropriate• Comply-or-Explain: The Code adopts the approach of
not requiring companies to comply with all of its principles uniformly since, unlike laws and regulations,the Code is not legally binding. Instead, the Code asks
the companies to comply with a principle, or, if not,explain the reasons for non-compliance.
[1. Securing the Rights and Equal Treatment of
Shareholders]Companies should take measures to fully securerights and equal treatment of shareholders.

[3. Information Disclosure]
Companies should appropriately disclose informationin compliance with the relevant laws and regulations,and ensure that such information is accurate, transparent and highly useful.
[4. Responsibilities of the Board]In order to promote sustainable corporate growth andenhance earnings power and capital efficiency, theboard should appropriately fulfill the following roles
and responsibilities:(1) Setting the broad direction of corporate strategy;(2) Establishing an environment where appropriate
risk-taking by the senior management is supported; and(3) Carrying out effective oversight from an independent and objective standpoint• Securing the substantial rights of shareholders⇒Measures for giving shareholders sufficient time toconsider the agenda of general shareholder meetings ◎If a management decision causes unexpected damage(early delivery of convening notices, etc.)
to the company, there is a risk of a shareholder deriv• Cross-shareholdings
ative lawsuit, etc. In such court cases, there is focus⇒Disclosure of the shareholding policy, explanationon the reasonableness of management’s decisionof the objective and rationale for shareholding based
making process.
on the examination of economic rationale, establish⇒Supporting the company’s sound risk-taking
ment and disclosure of standards for the exercise of• Use of independent/external directors that contribvoting rights
ute to sustainable corporate growth⇒Appoint two or more persons who can contrib[2. Cooperation with Stakeholders Other Than Shareute to constructive discussions
holders]※If a company in its own judgment believes it
Companies should recognize that their sustainableneeds to appoint at least one-third of directors
growth is brought about as a result of contributions
as independent directors, it should disclose amade by a variety of stakeholders, including employroadmap for doing so.
ees, customers, business partners, and local communities, and should endeavor to appropriately cooperate[5. Dialogue with Shareholders]with these stakeholders.
In order to contribute to sustainable growth, compa• Appropriate response to issues surrounding sustainability, including social and environmental problems• Ensuring diversity, including active participation of
women in companies

nies should engage in constructive dialogue withshareholders.

Source: Materials released by the Financial Services Agency.

of the Code, and General Principle 4-8 (appointment of at least two independent directors, etc.), an increase of 27.2 basis points.
Meanwhile, the principle with the highest explain rate was Supplementary
Principle 1-2.4 (Creation of an infrastructure allowing electronic voting andprovision of English translations of the convening notices of general shareholder meeting). Looking at the contents of explanations given, the majority
indicated reasons underlying the intent to not comply with the respective

199

Chap. X Financial Instruments Exchange, etc. (1)Chart X-3.

Compliance with of the Corporate Governance Code (as of July 2017)[Compliance by Market Division]
Dec. 2015
Total

Full Compliance≧90% Compliance

11.6%(216 Companies)

Jul. 2017
0%＜90% Compliance

66.4%

22.0%

(1,233 Companies)(409 Companies)

25.9%

63.0%

11.1%

(659 Companies)(1,599 Companies)(282 Companies)

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

[Principles with which the“compliance”rate rose significantly]
Principles“Compliance”

No. ofNo. ofChange fromcompanies. companies.
Compliance December“Compli- “Explana2015
ance”
tion”

Supplementary The board’s analysis and evaluation of its
Principle
effectiveness and disclosure of a summary
4-11.3of the results

1,812

728

71.3%

+35.0pt

Principle
4-8

Appointment of at least two independent
directors

2,153

387

84.8%

+27.2pt

Principle
3-1

Enhancement of disclosure of the following information(i) Company objectives (e.g., businessprinciples), business strategies andbusiness plans;(ii) Basic views and guidelines on corporate governance based on each of theprinciples of the Code;(iii) Board policies and procedures in determining the remuneration of the senior management and directors;(iv) Board policies and procedures in theappointment/dismissal of the senior
management and the nomination of
directors and auditor candidates; and(v) Explanations with respect to the individual appointments/dismissals andnominations based on iv.

2,349

191

92.5%

+20.6pt[Principles with high“Explanation”rate]
Principle
Contents“Compliance”

No. ofNo. ofcompanies. companies.
Explanation“Compli- “Explanaance”
tion”

Creation of an infrastructure allowing electronic voting,
Supplementary
including the use of the Electronic Voting Platform, andPrinciple
the provision of English translations of the convening
1-2.4
notices of general shareholder meeting

1,122

1,418

55.8%

Supplementary
Bearing in mind the number of foreign shareholders,
Principle
take steps for providing English language disclosures
3-1.2

1,794

746

29.4%

200

Chap. X Financial Instruments Exchange, etc. (1)principle due to circumstances specific to their companies, such as the low
percentage of foreign investors in the company’s shareholder population.
5. The Stock Trading System (1)A floor auction is the most widely used trading method on the stock exchanges. In the case of the Tokyo Stock Exchange, the trading hours are divided
into two sessions: the morning session, from 9:00 a.m. to 11:30 a.m., and theafternoon session, from 12:30 p.m. to 3:00 p.m.
There are mainly two types of orders: a limit order, by which a customer
limits the acceptable price, and a market order, which is executed immediately at the price available in the market without restrictions or limits. Limit orders can be made in such increments as ¥1 or ¥10, with the allowable priceincrements being determined according to the price range of the stock. Particularly for some highly liquid issues, more minute units of pricing are set
for the purpose of improving contract prices and easing the wait until contract, and currently orders can be made even in increments of ¥0.1 (when theprice is ¥1,000 or below). The allowable price for a limit order is restricted toa fixed price range based on the closing price of the previous trading day,which also controls any sharp movement in stock prices.
Trading of shares on the exchange floor is conducted in accordance withthe price-priority rule (under which a buy/sell order with the highest/lowest
bid/offer price takes precedence over the others) and the time-priority rule
(when there is more than one order offering or bidding at the same price, theorder placed the earliest takes precedence over others) and by either the
Itayose method (single-price auction using an order book) or the Zaraba
method (continuous auction).
Itayose method: The Itayose method is a system that is used to determine
the opening or first price when trading commences or resumes on the floor.
All buy and sell orders for a given issue are matched according to the pricepriority rule to find a single price that clears all market orders and meets certain other conditions.
Zaraba method: The Zaraba method is a system by which, following theestablishment of the opening price by the Itayose method, trades are executedin a continuous auction, in principle, through the end of a session. Throughthis method, a newly placed buy/sell order is matched against the existingsell/buy order that has the highest precedence based on price priority andthen on time priority in order to determine the execution price.

Chap. X Financial Instruments Exchange, etc. (1)Table X-4.

201

Methods of Concluding Transactions

Itayose method
Zaraba method
A memo (on a board) about an order received at the time
A memo (on a board) about a Zaraba order for aan opening price is decided
given issue received(Asked price)(Price)(Bid price)(Asked price)(Price)(Bid price)
H(2) I (4)MarketK(1) M(3)MarketQuotation
Quotation
◯◯◯
¥503
◯◯◯
¥503
◯◯◯
¥502
T(1)
◯◯◯
¥502
◯◯
¥501
P(5) N(2)◯D(2) C(4)¥501
G(1) F(1) E(1)¥500
A(4) B(3) C(2) D(1)B(3) A(3)
¥500
S(2)
¥499
◯◯◯
¥499
F(3) G(2)◯
R(4)
¥498
◯◯◯
¥498
◯◯◯
¥497
¥497
◯◯◯
Notes: 1. Alphabetical letters represent securities companies.
2. Figures given in parentheses represent the number of trading units, each consisting of 100 shares.
3. ◯◯◯ are blanks to be filled with securities companies bidding or asking prices and the number of trading units.
4. In the case of the Itayose method, all bid and asked prices are considered to have been proposed simultaneously (simultaneous outcry).

The Itayose Method

a. First, a sell order for 600 shares at a market-asked price without limit (200 shares by securities company H and400 shares by securities company I) is matched against buy orders for 400 shares at a market-bid price without
limit (100 shares by securities company K and 300 shares by securities company M). At this point, 200 shares ata market-asked price without limit are left unmatched.
b. Then, assuming that the opening price will be ¥500, the remaining unfilled sell orders for 200 shares at a marketasked price without limit and those for 600 shares at an asked price of ¥499 or less (200 shares by securities company S and 400 shares by securities company R) are matched against buy orders for 800 shares at a bid price of¥501 or more (500 shares by securities company P and 200 shares by securities company N and 100 shares by securities company T). As a result, sell orders for 1,200 shares at an asked price and buy orders for 1,200 shares atthe bid price are matched.
c. Lastly, a sell order for 300 shares at an asked price of ¥500 (100 shares by securities company E, 100 shares by
securities company F, and 100 shares by securities company G) are matched against buy orders for 1,000 sharesat a bid price of ¥500 (400 shares by securities company A, 300 shares by securities company B, 200 shares by
securities company C, and 100 shares by securities company D). However, there are only 300 shares offered forsale at an asked price of ¥500, while there are buy orders for 1,000 shares at a bid price of ¥500. In such cases, all
the sell orders for 300 shares at an asked price of ¥500 are matched against the buy orders for 100 shares eachfrom securities company A, B, and C (for a total of 300 shares) at an asked price of ¥500. As a result, the opening
price is decided at ¥500, and orders for a total of 1,500 shares are consummated at such price.

The Zaraba Method

a. When the contents of an Ita (board) are as shown in the chart, a buy order of securities company M for 200
shares at a bid price of ¥500 can be consummated by matching the sell order of securities company A for 200
shares out of its original sell order for 300 shares.
b. When securities company N places a buy order for 1,000 shares at a bid price without limit, it can be consummated by matching it against the remaining 100 shares offered for sale by securities company A at an asked price of¥500 and a sell order of securities company B for 300 shares at an asked price of ¥500 and then a sell order of securities company C for 400 shares at an asked price of ¥501 and a sell order of securities company D for 200
shares at an asked price of ¥501.
c. If securities company K places a sell order for 500 shares at an asked price of ¥499, a contract can be concluded
by matching it against a buy order of securities company F for 300 shares at a bid price of ¥499 and a buy orderof securities company G for 200 shares at a bid price of ¥499.
d. As a result, the following trading agreements can be concluded
Selling securities company
Buying securities company
Contracted priceNo. of shares
Securities company A
Securities company M¥500
200 shares
Securities company A
Securities company N
¥500
100 〃
Securities company B
Securities company N
¥500
300 〃
Securities company C
Securities company N
¥501
400 〃
Securities company D
Securities company N
¥501
200 〃
Securities company K
Securities company F
¥499
300 〃
Securities company K
Securities company G
¥499
200 〃
e. In such a manner, asked and bid prices are offered without interruption during the session hours, and when buy
orders (sell orders) are matched against sell orders (buy orders), trading agreements are concluded.

202

Chap. X Financial Instruments Exchange, etc. (1)6. The Stock Trading System (2)Floor trading is the predominant form of securities trading conducted on thestock exchange. To complement the floor trading system, stock exchanges
introduced off-floor trading systems in the second half of the 1990s.
During the initial period that followed the introduction of these systems,
the systems were used solely for executing cross transactions (buy and sellorders by the same trading participant) due in part to the restriction that required orders to be placed via fax. However, the Tokyo Stock Exchange automated its off-floor trading system to improve efficiency and convenience
with the introduction of ToSTNeT in June 1998 and expanded its trading system by adding new classes of transactions.
The Tokyo Stock Exchange has continuously improved this trading system
to meet the various transaction needs of investors, including the extension of
its trading hours in January 2008 and establishing it as an independent market from the trading floor.
ToSTNeT, the off-floor trading system of the Tokyo Stock Exchange, accommodates the following four types of transactions: single-stock trading,basket trading, closing-price trading, and off-floor corporate share repurchases.
Single-Stock Trading: Under the single-stock trading system, investors
can effect transactions in an individual stock issue at a price within plus-minus 7% (¥5 when 7% of the price is less than ¥5) of the last price of the issue
on the floor or some other reference price as specified.
Basket Trading: The basket-trading system enables investors to trade baskets of a minimum of 15 stocks worth at least ¥100 million in aggregate value within plus-minus 5% of the value of the basket based on the last prices of
the component issues on the floor or some other reference prices as specified.
Closing-Price Trading: Under the closing-price trading system, off-hourorders of investors are matched, in principle, based on time priority before
the morning and afternoon sessions and after the afternoon sessions at theclosing prices of the preceding session of floor trading (i.e., the closing pricesof the previous day, those of the morning session, or those of the afternoon
session) or some other reference prices as specified.
Off-Floor Corporate Share Repurchases: This is a method of trading
shares off the floor before the morning session at the previous day’s closingprices or some other reference price as specified. Buyers eligible for the facility are limited to listed companies that intend to repurchase their own
shares.

10.0%
8.0%
6.0%
4.0%
2.0%
0.0%

2,500

2,000

1,500

1,000

500

0

2

12.0%

3,000

01 03 05 07 09 11 01 03 05 07 09 11 01 03 05 07 09 11 01 03 05 07 09 11 01 03 05 07 09 11 01 03 05 07
2. 2. 2. 2. 2. 2. 3. 3. 3. 3. 3. 3. 4. 4. 4. 4. 4. 4. 5. 5. 5. 5. 5. 5. 6. 6. 6. 6. 6. 6. 7. 7. 7. 7.
01 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1

14.0%

3,500

18.0%
16.0%

Ratio of off-floor/floor trading volumes

Off-floor trading

Floor trading

4,000(billion yen)
4,500

Chart X-4. A Comparison of the Trading Value of Floor Trading and Off-Floor Trading of the Tokyo Stock Exchange

Chap. X Financial Instruments Exchange, etc. (1)

203

204

Chap. X Financial Instruments Exchange, etc. (1)7. The Clearance and Settlement System (1)Securities trading executed on the exchanges is cleared and settled throughthe Japan Securities Clearing Corporation (JSCC). Since January 2003, all
the clearing and settlement for securities trading carried out for each market
have been unified under the JSCC.
Those who are qualified for handling clearing and settling securities transactions through the JSCC are called“clearing participants.”Clearing participants settle with the JSCC the securities transactions that have been conducted on participating exchanges. Meanwhile, securities transactions conductedby those not qualified “( non-clearing participants”) are first settled withclearing participants designated by respective non-clearing participants,
which, in turn, clear such transactions with the JSCC on behalf of non-clearing participants. The main functions performed by the JSCC are (1) to assume obligations, (2) to permit the netting of securities positions and fundtransfers, (3) to issue transfer instructions, and (4) to make a settlement guarantee.
Upon the execution of a transaction on a stock exchange, the JSCC assumes associated obligations (for the seller to deliver the securities sold andfor the buyer to make payment for them) and, at the same time, acquires
claims corresponding to both obligations. The JSCC nets long and short positions (by issue) and the proceeds and payments (of all transactions) for eachclearing participant and settles the net balances. Based on this process, the
JSCC helps to enhance efficiency in securities deliveries and fund payments
and to streamline operations. Following netting, the JSCC instructs “( transfer
instructions”) the Japan Securities Depository Center to make transfers of net
securities positions and the Bank of Japan or a bank designated by the JSCC
as “
( the fund settlement bank”) to make a transfer of the netted amount between the accounts of the JSCC and each clearing participant. Throughout
the series of netting and settlement processes, the JSCC performs and guarantees the settlement of a trade as the settlement counterparty against thetrade counterparty “( settlement guarantee”). Thanks to this arrangement, parties can trade securities without being concerned about the settlement default
risk of original trade counterparties.
The JSCC also performs clearing and settlement functions for OTC trading. It has expanded its scope in recent years, offering clearing and settlement
services for securities traded on proprietary trading systems (PTSs) in 2010.
After the global financial crisis, moreover, the regulatory reform of OTC derivatives trading has proceeded in all countries, with each country being obligated to clear and settle standardized OTC derivatives trading through a central clearing house (central counterparty clearing). For its part, the JSCC

Chap. X Financial Instruments Exchange, etc. (1)Chart X-5.

205

Delivery and Settlement Using JSCC (Exchange Transactions)Tokyo Stock
Exchange

Nagoya Stock
Exchange

Fukuoka Stock
Exchange

Sapporo Stock
Exchange

PTS

Trade
contract

Tradecontract

Tradecontract

Tradecontract

TradecontractTradeverificationTradeverificationTradeverificationTradeverificationTradeverification

JSCC
Acceptance of obligation
Centralcounterpartyfunctions
Guarantee
payment

Clearing participant
Netting
Instruction to transfer

Clearing participant

Designation

Clearing participantMarket participants
other than clearing
participant (nonclearing participant)

DVP settlement(delivery of securities and payment of proceeds are linked)
Custody and transfer agency
Account ofclearing
participants

Account ofclearing
agencies

Account ofclearing
participants

Settlement banks
Account ofclearing
participants

Account ofclearing
agencies

Account ofparticipants

Notes: 1. As transactions were settled and the account transfer of securities and proceeds was carriedout independently at each stock exchange, the system of delivery of securities and paymentof their proceeds varied from one stock exchange to another.
2. As of July 2010, the JSCC began assuming obligations of transactions done on PTSs.

commenced clearing and settlement services for credit default swaps (CDS)
transactions in 2011 and for interest rate swaps in 2012. In October 2013, the
JSCC merged with the Japan Government Bond Clearing Corporation andthereby added OTC JGB transaction clearing and settlement services.
8. The Clearance and Settlement System (2)With a view to eliminating the risk involved in the settlement of transactionsin shares (and other securities handled by the Japan Securities Depository
Center), in general, and the risk of a default in the payment of the principal,
in particular, after the delivery of underlying securities, the JSCC has introduced a delivery-versus-payment system (DVP settlement) system.
To lessen the risk and to ensure the efficiency of settlement, the JSCC has
incorporated various features into its DVP settlement system. Among otherthings, it has added the netting facility to its DVP settlement version. Under

206

Chap. X Financial Instruments Exchange, etc. (1)Chart X-6.
Clearing
participants

Delivery and Settlement Using JSCC (OTC Derivatives Transactions)
OTC market(CDS and interest rate swaps)

Contract
concluded

Verification platform

Verification andassumption of
obligation

Post-verificationtransaction data

Clearing
participants/
Non-clearing
participants*

Contract
concluded

Verification andassumption of
obligation

JSCC
Notification of
obligation
assumption
status anddeposit amount,etc.
Deposit andreturn, etc.,
of collateral

Obligation assumption(implemented after verification of
appropriateness, etc., of transaction)

Settlement
guarantee• Position management• Calculation of initial
margin, variation
margin, clearing fund,etc.
• Collateral management

Notification of
obligation
assumption
status anddeposit amount,etc.
Deposit andreturn, etc.,
of collateral

Settlement instructions
Bank of Japan

Account ofclearing
participants

Account ofBank of Japan

Account ofclearing
participants* Non-clearing participants commission
clearing participants to clear theirtransactions, carrying out requests forobligation assumption, receiving information
on margins, and applying for deposit andreturn of collateral through their designatedclearing participant.

the traditional DVP settlement system, a buyer basically cannot take deliveryof shares until such time as payment for them (via fund transfer) has beenverified. This, however, could undermine the overall efficiency of settlement,
including payment and delivery between clearing participants and non-clearing participants or customers, etc. Therefore, improvements have been madeso that buyers can take delivery of the shares earlier.
More specifically, a buyer’s clearing participant may take delivery of securities of a value equivalent to the following three amounts (1), (2) and (3)prior to the completion of funds settlement.
(1) The provisional net purchase amount deposited with the JSCC as cash
collateral. (Cash collateral is appropriated to the payment relating to
the funds settlement when cash payment is due. The provisional net
amounts will be adjusted by the amount of failed deliveries, if any, at
2:15 p.m., when cash is due from paying participants, and at 2:45 p.m.,when cash is paid to receiving participants.)(2) The deposit for the facilitation of DVP settlement (voluntarily deposited with the JSCC).
(3) The securities delivered to the JSCC for settlement purposes.
In the event that a participant should fail to deliver a security on the settlement date of a DVP trade (known as a“fail”), the JSCC will carry over thedelivery of and payment for the security to the following day, when delivery

Chap. X Financial Instruments Exchange, etc. (1)Chart X-7.

207

DVP Settlement Timetable

DVP Settlement
9:00
13:00
Securities settlement＊Seller’s clearing participant ⇒ JSCC (securities delivery)(Night batch
transfer)

14:15 14:45

Securities delivered to JSCC as soon as balance
appears in seller’s clearing participant’s accountSecurities settlement deadline (delivery) ▲＜Fail Determined＞＊Buyer’s clearing participant ⇒ JSCC (securities receiving)(Night batch Transfer is effected by JSCC, which holds the deposit for facilitation of DVP
settlement and delivers the securities, based on the status of the exchange,transfer)
deposit of provisional net purchase amount, and additional payment.
Cash settlement provisional net purchase amount (cash collateral) deposit cut off≧△ Additional payment cut off≧▲ ▲≦cash received
Note: The receiving of securities by the buyer’s clearing participant is carried out in a way that eliminates
the risk of principal default versus the cash payer JSCC through nonperformance of obligations orof delivery of collateral.

Chart X-8.

The DVP Scheme (normal setllement)

Japan Securities Clearing Corporation

Securities company X–13:00 hours (a)B shares (¥1.2m) (v)after delivery of A sharesand transfer of an estimatedpurchase money

Cash (estimated purchasemoney) ¥300,000 (iv)
–13:00 hours (a)AB¥

A shares (¥900,000) (iii)
after delivery of B shares
B shares (¥1.2m) (ii)
–13:00 hours (a)Funds (purchase money)¥300,000 (vii)
14:45 hours (c)Timetoestablish the amount(vi)
of purchase money

Securities company Y

A shares (¥900,000) (i)Collateral

Deadline for settlement:
a. Deadline for the delivery of securities and the deposit of the estimated purchase money(cash collateral): 13:00
b. Deadline for the payment of purchase money: 14:15
c. Time for the receipt of purchase money: 14:45(i) Securities company X delivers A shares while (ii) securities company Y delivers B shares to
JSCC by 13:00.
(iii) Securities company Y can receive A shares after delivering B shares to JSCC.
(iv) Securities company X deposits the estimated purchase money to JSCC by 13:00.
(v) Securities company X can receive B shares after (i) and (iv) have been executed.
(vi) JSCC appropriates the estimated purchase money for the payment relating to funds settlement
at the time the amount of the purchase money is finalized.
(vii) Securities company Y receives the funds (purchase money) at 14:45.

208

Chap. X Financial Instruments Exchange, etc. (1)and payment are netted for settlement against the deliveries and payments fortransactions of the said participant due to be settled on that day. However, as,in principle, trades are supposed to be settled on the settlement date, prolonged fails cannot be tolerated. For this reason, the DVP settlement rules
also provide for penalties for damages resulting from settlement delays andthe right of a buyer participant who has been assigned a failed position to buyin (or to force the failing seller to buy and deliver the required security).
9. The Book-Entry Transfer System for Stocks, Etc.
Following the computerization of stock certificates for publicly listed companies, stock certificate shares are being electronically deposited and transferred based on the collaboration of the Japan Securities Depository Center,
Inc. (JASDEC), the central depository for shareholder ownership rights, andaccount management institutions, which are securities firms, etc., that have
set up transfer accounts.
Chart X-9.

Relationships Among Participants, JASDEC and Issuers in the Book-Entry
Transfer System for Stocks, etc.

Issuing company
Transferring institution (JASDEC) (4) Notice on shareholder(Book-entry Accountand number of shares (Shareholder Register Controller)(5) Creation of Shareholder Register
Register)(2) Recording ofshares in theaccount(3) Notice on shareholder
and number of shares

Account management institution(securities company, bank, etc.)(Book-entry Account Register)(1) Recording of sharesin the accountParticipant(Shareholder)(6) Voting rights exercise(6) Various notices concerning the general
meeting of shareholders, etc.
(6) Dividend payment

Chap. X Financial Instruments Exchange, etc. (1)Table X-5.

209

Major Changes in the System Before & After Implementation of Electronic
Share Certificate System
Securities Custody and Book-Entry Trans- Book-Entry Transfer System (current)
fer System (prior to going paperless)Share
certificates• Share certificates• No share certificates• Stock certificates deposited with JASDEC
are centrally stored at JASDEC and issued upon request• Stock certificates outside the Book-Entry
System are kept individually by owners

Attributionof rights• Presumption of rights on stock by owner- • Presumption of rights regarding stocks
ship of stock certificates (outside the recorded in the book-entry account regisBook-Entry System)ter• Party recorded in the account register isregarded as the owner of stock certificates

Form of• Managed by shareholder register (outside • Uniformly managed by shareholder registhe Book-Entry System)
tershareholder
management • Managed by substantial shareholder reg- • JASDEC performs name-based aggregaister (within the Book-Entry System)tion and notifies the shareholder register• Name-based aggregation of shareholders controller
is performed by the shareholder register
controller
Transfer ofstocks• Issuance of share certificates (outside the • Account transfer
Book-Entry System)• Account transfer (within the Book-Entry
System)Securities eligible for the book-entry transfer system for stocks, etc., include stocks listed on domestic public exchanges; convertible-type corporate
bonds (CB); investment units, such as real estate investment trusts (REIT);
and preferred shares of cooperative financial institutions, subscription rights/
warrants, beneficiary certificates of exchange-traded funds (ETFs), Japanesedepositary receipts (JDR), and others.
The features and functions of the book-entry transfer system for stocks,
etc., are as follows.
(1) Shareholders’ownership rights are administered based on the recordsof the transfer account book, with transfers of shares being processed throughthe transfer account. (2) Account management institutions inform JASDEC
of the identification of beneficiary shareholders, including their names andaddresses along with their share ownership data. JASDEC then compiles theinformation to periodically report to respective issuers (general shareholder
notification). (3) Issuing companies produce their records of voting rights forgeneral meetings of shareholders and retained earnings distributions based ona register of beneficiary shareholders drawn up from the general shareholder

210

Chap. X Financial Instruments Exchange, etc. (1)notification. (4) Minority shareholders, etc., can exercise their rights by applying to JASDEC to have a notification sent to the issuer verifying theirshareholdings, duration of ownership, and other particulars (individual shareholder notification). They can then exercise their rights for a limited periodof time following receipt of the notification.
The main benefits that are expected from transition to the electronic bookentry transfer system include:(1) shareholders can eliminate the risks of loss, theft, or forgery of certificates that are held at their own risk, and they also do not need to submit certificates to the issuer for replacement in the event of a corporate name changeor change in the share trading unit; (2) issuers can save costs associated withissuance, such as printing costs and stamp duties, as well as those associatedwith corporate reorganization (such events as corporate mergers, stock exchanges, stock transfers) for collecting old certificates and distributing newones; and (3) securities companies can reduce the risks and costs associatedwith the storage and transport of certificates.
10. Trading and Clearing Systems of the Financial Instruments
Exchange (Stock Exchange) (1)The following is a summary of the stock trading system and the settlement
and clearance system that support the stock market.
On the spot market of the Tokyo Stock Exchange (TSE), the stock trading
system processes stocks, corporate bonds with subscription rights/warrants,
etc. (convertible bonds), and other transactions from floor trading and theoff-floor ToSTNeT market. Orders from a trading participant are mainly entered through the trading partner’s in-house system or through a direct connection to the TSE’s trading system.
The computerization of securities trading at the TSE started with the TSE2
trading system (the old stock trading system) that went into operation in January 1982. The current stock trading platform consists of arrowhead, renewed in September 2015, and the ToSTNeT system, which was renewed in
March 2017. With the basic policy of enhancing three features—reliability,
convenience and processing capacity—arrowhead was renewed in order toaccommodate the further development of electronic trading, a continuing increase in the number of orders, and other changes in the market environment
as well as to respond better to risks that the development of electronic trading
can create on the market. The ToSTNeT system was also renewed with thebasic policy of expanding the processing capacity and increasing convenience.
The market information system, which had been serving the role of dis-

JGB Clearing System

OTC Clearing System

JSCC Clearing System

J-GATE(Futures/Options)

ISC(Index and Statistics
Calculation)

ToSTNeT System(Off-Auction)

Start of theService2017.3
LaunchLaunchFY20172015.10
New operation

LaunchPartial RP

RP

FY2019RP

Undecided
FY2017 4Q
Renew Derivatives Clearing Function
Advancement of risk and collateral management functions

FY20182018.5
Shorter Settlement Cycle

Upgrade2017.10FY2017 4Q
Add new products

Function
addition2015.10
Respond to Upgrade Enbancenew BOJ net correspondence

Function
addition2016.7 2016.9
Launch Service Launched for TOCOM

Launch2015.9RenewalLaunch2015.9RenewalLaunchSource: IT Master Plan, Japan Exchange Group, March 2017

※Detailed schedule will be considered in the future.

Clearing
SystemDerivatives
SystemCash
Trading
Systemarrowhead(Cash)〜FY2016

Chart X-10. System Integration Schedule of Japan Exchange Group, Inc.

※

※

※

※

※

※

※

FY2020〜

Chap. X Financial Instruments Exchange, etc. (1)

211

212

Chap. X Financial Instruments Exchange, etc. (1)closing marketing information, was integrated into arrowhead when arrowhead was renewed in 2015.
The Japan Exchange Group, Inc. (JPX) commenced operations in January
2013. In July 2013, it amalgamated the cash equity markets of the TSE andOSE while also integrating the stock and CB trading system of the OSE into
the TSE’s arrowhead and ToSTNeT systems.
The settlement and clearance system for stocks and CBs is designed tosupport delivery and other operations for the settlement and clearance oftransactions executed on the TSE and other markets. Since January 2003, the
JSCC has acted as the cross-market clearing organization for all domestic exchanges. Also in terms of the settlement and clearance system, the OSE’ssystem was integrated into the TSE’s platform in November 2014.
The data for this process from trading participants, etc., is passed throughthe TSE’s dedicated arrownet network.
11. Trading and Clearing Systems of the Financial Instruments
Exchange (Stock Exchange) (2)The following is a summary of the trading system and the settlement andclearance system that support the derivatives market.
The derivatives trading system is a system for entering and matching orders, preparing transaction reports, and inquiring into the state of the order
book, etc., of the derivative market of the OSE. The system processes futures, options, and other transactions from floor trading and the off-floor
market. Orders from a trading participant are mainly entered through thetrading partner’s in-house system or through a direct connection to the TSE’strading system.
The OSE’s trading system for derivatives, J-GATE, has the same functions
and transaction formats used by the systems of major overseas markets. In
introducing the system which began operation in February 2011, the OSE reviewed the complex transaction system peculiar to Japan to address the shift
among investors to algorithmic and other advanced and diversified trading
methods. In July 2016, the system was renewed with NASDAQ’s Genium
INET Trading at the base with a view to further increasing stability and reliability as well as promoting liquidity.
Following the launch of JPX in January 2013, the derivatives markets of
the TSE and the OSE were amalgamated on the OSE market in March 2014,
with the trading systems integrated into J-GATE. The J-GATE network wasalso consolidated into arrownet in September 2014.
Although the OSE had been using the OSE clearing system while the TSE
used the JSCC clearing system, the clearing organizations were integrated

2

AP

1

AP

3

AP

Source: IT Master Plan, Japan Exchange Group, March 2017

Back-up OfficeOsaka Securities
Exchange (Kitahama)Tokyo Stock Exchange(Kabuto-cho)

Securities Cos.
and Other Users

Dedicated VPN, etc.

arrownet

Optical Ring Network

Other Systems

Clearing Systems

Trading Systems

Secondary Center

Other Systems

Clearing Systems

Trading Systems

Primary Center

Chart X-11. Image Diagram of Japan Exchange Group’s System

Chap. X Financial Instruments Exchange, etc. (1)

213

214

Chap. X Financial Instruments Exchange, etc. (1)into the JSCC in July 2013 and all margin operations relating to derivatestrading have since been processed on the JSCC clearing system. Subsequently, in November 2014, clearing and settlement operations were also integrated into the JSCC clearing system. In February 2018, partial replacements
were made for the settlement and clearance function for futures options transactions among others.

CHAPTER XI
Financial Instruments Exchange, etc. (2)1. Footsteps of Emerging Markets
During the period after World War II when all stock exchanges were closed,
stock trading was done on the OTC market and subsequently trading became
more organized and trades were executed in group transactions. In fact, theOTC market remained active even after the country’s stock exchanges werereopened, resulting in the establishment of an OTC authorization system inJune 1949 to provide some control over active trading. That system was abolished in 1961 after the Tokyo Stock Exchange, Osaka Securities Exchange,
and Nagoya Stock Exchange set up Second Sections that absorbed almost all
authorized OTC issues. Amid Japan’s high economic growth, however, there
remained a need for unlisted companies to procure funding. So the Japan Securities Dealers Association (JSDA) introduced the OTC registration system(OTC Stock Market) in 1963. This was the origin of today’s TSE JASDAQ
market. The OTC registration system became the new OTC Stock Market in1983 and served to complement the conventional stock exchanges, particularly as a capital market for growth and start-up companies.
In 1998, the Securities and Exchange Act was amended, and it redefined
the OTC Stock Market from one to complement the conventional stock exchanges to a market that exists in parallel with other exchange markets. In
2004, the market became a securities exchange called the JASDAQ Securities Exchange, which was subsequently merged with the OSE-operated Hercules in 2010. As a result of the management integration of the TSE and theOSE, the exchange has been operated as the TSE JASDAQ market since July2013.
In 1999, though, the Tokyo Stock Exchange (TSE) created a start-up market called Mothers. This new market strengthened investor protection throughenhanced disclosure requirements, making it possible for companies withhigh growth prospects to list even if they had negative net worth or were not
yet profitable. Consequently, start-up companies were thus able to obtainfunding on the market even at their growth stage, while investors were given
an opportunity to invest early in these growth companies. Subsequently,

216

Chap. XI Financial Instruments Exchange, etc. (2)Table XI-1.

History of the JASDAQ Market

Nov. 1983 New over-the-counter (OTC) market is launched.
Dec. 1998 The Securities and Exchange Act defines the JASDAQ market as an OTC securities market (in parallel with other exchange markets).
Apr. 2002 JASDAQ selects J-Stocks and starts publishing the J-Stock Index.
Dec. 2002 JASDAQ acquires a stock exchange license and changes its name to the JASDAQ Securities Exchange.
Aug. 2007 JASDAQ establishes the NEO market.
Oct. 2007 JASDAQ, NEO, and Hercules markets merge, forming the new JASDAQ market.
JASDAQ-TOP20 issues selected and publication of index begins.
July 2013 TSE and OSE combine their businesses, with the TSE continuing to operate JASDAQ

Table XI-2.

History of the Mothers Market

Nov. 1999 Mothers market is launched.
Nov. 2000 Listing system for foreign companies is established.
To ensure a sound market:• Require check prior to listing application (verification of soundness of business between
a company and an underwriter).
• Enhance degree of detail of inspections in listing screening (increased scope of survey ofrelationships with anti-social forces, etc.).
May 2002 Listing criteria reviewed:• Newly establish delisting criteria regarding sales.
• Newly establish listing screening standards and delisting criteria regarding market capitalization.
• Newly establish requirements for first public offering.
Sep. 2003 Starts publishing TSE Mothers Index.
Dec. 2006 Undertakes the first phase of a comprehensive listing system improvement program.
• Require new applicants to obtain a letter of recommendation from the managing underwriter.
Nov. 2007 Undertakes the second phase of a comprehensive listing system improvement program.
• Abolish provisions for moving from main exchange to Mothers market (clarify Mothers’
position as a start-up market).
• Abolish sales-related listing criteria.
• Liberalize sales-related delisting criteria (no longer applicable after 5 years on market).
Nov. 2009 Takes steps to improve confidence in market.
• Newly establish“appropriateness of business plan”as a listing criteria.
• Newly establish stock price related delisting criteria.
• Require holding of information meeting at least twice a year.
Mar. 2011 Takes steps to improve confidence in market and stimulate market.
• Require listed companies to be audited by an audit firm registered with exchange.
• Newly establish requirement to choose whether to stay on Mothers after 10 years.
• Introduce listing screening policy in line with market concept (confirm appropriatenessof business plan).

Chap. XI Financial Instruments Exchange, etc. (2)217

scandals among some of the listed companies quickly overrode the merits of
the Mothers market and prompted the TSE to raise the listing requirements.
Investor protection was further fortified under the Financial Instruments andExchange Act with the introduction of quarterly financial reporting requirements and the mandatory establishment of internal control systems.
However, the discovery in 2010 of multiple cases of companies submitting
false performance reports starting even before their listings, dramatically deteriorated confidence in the market once again. In addition, listings were continuing to fall after hitting the peak in 2004. Consequently, in 2011, the TSE
undertook a review of the Mothers’listing system and implemented measures
to increase confidence and stimulate activity in the market. Among thosemeasures, the exchange added the requirement for listed companies to be audited by an audit firm registered in JICPA’s Company Audit Firm Resister.
The TSE also changed its listing screening policy to one of evaluating whether the business plans of companies seeking to list were achievable in the longterm.
2. Start-up Market Concepts
Mothers Market Concept
In 1999, the Tokyo Stock Exchange (TSE) launched its Mothers market forstart-up companies under a concept that differentiated Mothers from theTSE’s First and Second Sections. The TSE established a listing system for
Mothers to bring out the special characteristics of, to increase investor confidence in, and to vitalize trading on this new market. Companies wishing tolist on Mothers are required to demonstrate high growth potential based on
their business models, business environment, or other means. Eligibility forlisting and thereby accessing the capital market is open to a broad range andnumber of growth companies and is not restricted by business scale or category. Among Mothers’listed companies are those with only several tens of
employees and those in such infrastructure fields as information and telecommunications that boast thousands of employees.
To clarify its start-up market concept, the TSE in 2011 established a process of verifying whether corporations listed on the Mothers market matchedthat concept. Listed companies enjoy relatively lax listing criteria for the first
10 years, after which they are compelled to choose whether to stay on the
Mothers market under more strict criteria, or move to the Second Section of
the TSE. To stay on Mothers, they must have a total market capitalization of¥4 billion or more or submit a report prepared by an independent specialist
affirming the company’s continued high growth potential.

546 companies

213 companies

Market selection
after 10 years
on Mothers

Start-Up Market for
Mid-Sized Companies

TSE, Second
SectionChangeDesignation

Start-Up Market for
Growth Companies

Transfer

1st Section
Designation

Blue Chip Company Market
1,900 companies

Transfer

Transfer

Group ofcompanies thathave special
technologies orbusiness models
with highgrowth potential

Group ofcompanies thatmeet certain
business scale
and performancestandards andhave businessexpansion
potential(As of August 2015)

817 companies

Market for companies in various
business categories and growth stages

JASDAQ
GrowthJASDAQ
Standard

Positioning of Mothers and JASDAQ Markets within the Tokyo Stock Exchange

TSE, First Section

Chart XI-1.

218
Chap. XI Financial Instruments Exchange, etc. (2)Chap. XI Financial Instruments Exchange, etc. (2)219JASDAQ Market Concept
The JASDAQ market’s policy as the largest start-up market in Japan is“tosupport the growth of new industries and small to midsized start-up companies by providing them with access to equity capital and to offer attractive investment opportunities for investors.”Based on this policy, JASDAQ is divided into the two sections of JASDAQ Standard and JASDAQ Growth toenable the supply of equity capital to a broad range of companies.
JASDAQ Standard is for companies of a certain business size and resultsthat are expected to expand. JASDAQ Growth is for companies with outstanding technology or business models and ample growth potential.
Underlying the JASDAQ market are the concepts of confidence, innovation, and regional and global business. These three concepts guide JASDAQ’scontinuous development as the largest start-up market in Japan and as an
original benchmark for start-up markets globally.
3. Start-up Market Listing Systems
Outline of Listing Criteria for Start-up Markets
The listing criteria for start-up markets are similar to those for the First andSecond Sections of exchanges in that they comprise qualitative (formal requirements) and quantitative (eligibility requirements) criteria. When a stock
exchange receives an application from a company wishing to list on the startup market, it screens for eligibility based on these qualitative and quantitative
criteria.
Mothers Market Listing Criteria
The Mothers market targets growth companies that have an eye on moving
up to the First Section of the exchange as soon as possible. A requirement forlisting, therefore, is that the company has high growth potential and a letterof recommendation to that effect from its managing underwriter.
As with the First and Second Sections, the formal requirements for listingon the Mothers market include liquidity-related standards, such as the number of shareholders and tradable shares and market capitalization; and suchgoing concern related standards as the number of consecutive years in business, regular audits by a listed audit firm, and compliance with standards related to the disclosure of business information. Among the notable points
about the requirements is that the initial public offering must be 500 trading
units or more and the lack of standards regarding profits and net assets.
The eligibility requirements for the Mothers market take into account themarket concept. They revolve around whether the company seeking to list isin a position to disclose its business, its risk, and other parts of its relevant

220

Chap. XI Financial Instruments Exchange, etc. (2)Table XI-3.

Summary of Listing Criteria for the Mothers and JASDAQ Markets(as of September 2017)
Quantitative Criteria (Formal Requirements)
Mothers

JASDAQ
Standard

Amount of net assets(Expected at listing)—Amount of profit(or total market capitalization at the time of listing)—-

No. of shareholders1)(Expected at listing)Growth¥200 million or more

A positive figure<Consolidated>
Profits of at least ¥100 million
over the most recent year (ormarket capitalization of ¥5 billion or more)—

300 shareholders or more

Market capitalization of shares in distribution:a through c must be satisfied.
¥500 million or more
No. of tradable shares: 2,000 units or more
Market value of tradable shares: ¥500 million
or moreRatio of tradable shares: 25% or more of thelisted stocks
Public offering or second- Public offering of at least 500 trading units3) by Public offering or secondary distribution of atary distribution
the time of listing
least 1,000 trading units or 10% of listed shares
which ever is larger by the time of listing—
Market capitalization of the ¥1 billion or moreshares listed(Expected at listing)—
No. of years in business
Established a board of directors and have had
continuous operations for more than a year
counting backward from the listing application
date
Financial statements, etc. The financial statements for the latest two years contain no false statements
Auditor’s opinion“Unqualified opinion”or“qualified opinion”for the latest two years“Unqualified opinion”for the latest year
OthersAudited by a registered listed company audit firm4); appointment of a shareholder administration
agent; number of shares in tangen trading units; class of shares; restriction on stock transfer; appointment of designated custody and transfer agent
Tradable shares2)(Expected at listing)Notes: 1. No. of shareholders means the number of shareholders who own one or more units of shares.
2.“Tradable Shares”refer to listed shares excluding shares held by parties with a special interest such as officers, shares
owned by the company itself, and shares held by persons who individually own 10% or more of listed shares.
3. One unit is the number of shares in one tangen trading unit when adopting the tangen unit shareholder system, and one
share if the tangen unit shareholder system is not adopted.
4. An audit firm that is registered in the registry of listed company audit firms based on the Registration System for Listed
Company Audit Firms of the Japanese Institute of Certified Public Accountants (including an audit firm which is subject to quality control reviews by the Japanese Institute of Certified Public Accountants).
Qualitative Criteria (Eligibility Requirements)
Mothers

JASDAQ Standard

JASDAQ Growth[Going concern][Company’s growth potential][Reasonableness of the business plan]
The listing applicant has developed rea- No obstacles to continuing business oper- Has high growth potential
sonable and suitable business plans, and ations
has developed the operating base necessary for executing such business plans, orthere is reasonable expectation that it willdevelop such operating base.
[Reliability of corporate conduct][Soundness of corporate management]
The company is carrying out business in a No suggestion that the company’s conduct will disrupt the market.
fair and faithful manner.
[Effectiveness of corporate governance [Establishment of sound corporate gover- [Sound corporate governance in line withthe growth stage and establishment of anand internal management system of an nance and effective internal control]
Company has established a corporate effective internal control system]
enterprise]
Corporate governance and internal man- governance and internal control system in Company has established a corporate
agement system are developed in accor- line with its size and the system functions governance and internal control system inaccordance with its stage of development.
dance with the size, corporate maturity, effectively.
etc. of the enterprise, and functioning
properly.
[Appropriateness of the disclosure of cor- [Adequate corporate disclosure]porate information, risk information, etc.] The company has the organization and systems to make proper disclosure of its
The company is in a state to make disclo- business conditions, etc.
sure of the corporate information, risk information, etc. in an appropriate manner.
Other matters deemed necessary by the Exchange from the viewpoint of the public interest or the protection of investors.

Chap. XI Financial Instruments Exchange, etc. (2)221information and the reasonableness of its business plan and whether it has oris expected to develop the operating base necessary to execute that plan.
JASDAQ Market Listing Criteria
The new listing criteria for the JASDAQ market, just as those of the First andSecond Sections, formally set out requirements on the number of shareholders, the market capitalization of tradable shares, net assets, and profits. JASDAQ also requires a ¥500 million or more market capitalization of tradable
shares on the initial day of listing, but has no requirements for the number of
tradable shares or the ratio of tradable shares to issued shares. JASDAQ also
accommodates the special characteristics of its JASDAQ Standard and JASDAQ Growth sections by setting separate net assets and profits criteria. The
eligibility requirements for JASDAQ also consider the special characteristics
of each section.
They include such criteria as the lack of obstacles to continuing business
operations and evidence of high growth potential. In addition, there are different net assets and profits criteria for JASDAQ Standard and JASDAQ
Growth.
4. Start-up Market Listing Management Systems
The listing administration system for the start-up market operates much likethe system for the First and Second Sections. Stock exchanges have established listing administration rules and conclude an agreement with listing
companies regarding compliance with those rules to secure effectiveness of
the rules.
Timely Disclosure, Etc. of Corporate Information
The Tokyo Stock Exchange has established rules as part of its listing regulations requiring listed companies to make timely disclosure of material corporate information.
It requires listed companies to provide timely and accurate disclosure ofany material corporate information. Timely disclosure requirements are basically the same whether companies list on the First and Second Sections, onMothers, or on JASDAQ. One difference for companies on the Mothers market is the requirement to hold an investor information meeting at least twice ayear. Additionally, on the JASDAQ market, JASDAQ Growth section companies are obliged to formulate and submit a medium-term business plan tothe exchange, to hold an investor information meeting about that plan, and to
make the plan public.

222

Chap. XI Financial Instruments Exchange, etc. (2)Table XI-4.

Summary of Delisting Criteria for Mothers/JASDAQ (Tokyo Stock Exchange)(as of September 2017)
Mothers
JASDAQ① No. of shareholders Less than 150 (with a grace period of one year)② Tradable shares
When any of a through c corresponds:
When either a or b occur.
a. No. of tradable shares: Less than 1,000 units a. No. of tradable shares: Less than 500 units (with(with a one-year grace period)a one-year grace period)b. Market value of tradable shares: Less than ¥250 b. Market value of tradable shares: Less than ¥250
million (with a one-year grace period)
million (with a one-year grace period)c. Ratio of tradable shares: Less than 5% of listed
stocks③ Negative net worth
If the issuer falls into negative net worth1) (with a If the issuer falls into negative net worth1) (with a
one-year grace period)
one-year grace period)④ Trading volume
Either the average monthly trading volume over—the past one year is less than ten units or no trades
were made for the past three months⑤ Sales
Less than ¥100 million for the most recent one—
year2).
⑥ Market capitalization When market capitalization falls below ¥500 mil—of the shares listed
lion and does not increase to ¥500 million or
above within nine months3).
⑦ Stock price
When the stock price falls below 10% of the pub- When the stock price falls below ¥10 and does not
lic offering price at the time of initial listing be- recover to ¥10 or above within three months.
fore a period of three years lapses since listing andfails4) to increase its price back to 10% or more
within 9 months3).
⑧ Performance—
When the operating profit and the cash flow fromoperating activities for four consecutive fiscal
years are negative and the operating profit or the
cash flow does not become positive within one
year.
⑨ Profits—(Only for Growth Section)
When consolidated operating profit of a company
stands negative and had been negative for nineconsecutive fiscal years after the listing, and theamount of operating profit does not become positive within one year.
⑩ Bankruptcy, etc.
When an issuer becomes insolvent or falls into a situation requiring rehabilitation or reorganization
proceedings, or in situations equivalent thereto5).
⑪ Suspension of busi- When a listed issuer suspends its business activities or falls into a situation similar thereto
ness activities⑫ Inappropriate merg- When the stock exchange determines that a listed company that acquired another company has in efers
fect failed to survive the merger and that the surviving company has failed to meet standards equivalent to the initial listing requirements within three years of such merger
When the stock exchange determines that there has been a marked deterioration in the soundness of⑬ Deterioration insoundness of transac- transactions between the company and its controlling shareholder within three years of a change intions with controlling the controlling shareholder due to a third-party allotment
shareholder⑭ Delays in securities When a listed issuer fails to file an annual or quarterly securities report together with an auditor’s refilings
port or quarterly review report within one month following the statutory deadline (if an extension ofdeadline has been approved for filing, when the listed issuers fails to file within 8 days following that
deadline)⑮ False statements or • When a false statement is made in a securities report, etc. and the competent stock exchange finds
adverse opinion
that maintaining order on the exchange could be difficult without immediate delisting of the issue• When an audit report contains an improper opinion or no auditors’opinion and the competent stock
exchange finds that maintaining order on the exchange could be difficult without immediate delisting of the issue⑯ Securities on Alert• When despite the issue meeting criteria to be designated as securities on alert, the competent stock
exchange determines that there is no likelihood of improvement in the issuing company’s internal
control system, etc.
• When during the process of designating the issue as securities on alert, the competent stock exchange determines that there is no likelihood of improvement in the issuing company’s internal control system, etc.
• When despite having designated the issue as securities on alert, the competent stock exchange determines that there is no likelihood of improvement in the issuing company’s internal control system,etc.
⑰ Breach of the listing When a listed company seriously violates the listing agreement or pledge concerning timely discloagreement
sure or when it becomes no longer a party to the listing agreement⑱ Undue restrictions on When shareholders’rights or exercise thereof are unduly restricted
shareholders’rights (Example) Introduction of a rights plan without contingency, introduction of a dead hand-type rights
plan, issuance of a golden share (classified stock with veto power), etc.
⑲ Others
Suspension of a listed issuer by the bank, failure to appoint a shareholder services agent, certain restrictions on share transfers, becoming a wholly owned subsidiary of another company, cancellationof the custody and transfer agent agreement, wholly call, involvement with antisocial groups, andwhen the competent stock exchange finds that the delisting of a given stock is in the public interest or
appropriate for the protection of investors
Notes: 1. For the Mothers market, excluding cases where an issuer records negative net worth in a period of three years after thelisting. For both the Mothers and JASDAQ markets, the grace period is extended for another year if such issuer has acredible plan to wipe out the negative net worth within a year after the grace period through rehabilitation proceedings.
2. Excluding cases where the company has posted a profit and where the company’s sales have been less than ¥100 million for five years following listing.
3. Three months in the case that a document indicating the current business status, future development, improvement ofbusiness plan, etc. is not submitted.
4. Limited to Mothers-listed companies listed on or after November 9, 2009.
5. Excluding a case where a reconstruction plan is disclosed and market capitalization for a period of one month is ¥500
million or above.

Chap. XI Financial Instruments Exchange, etc. (2)223

Code of Corporate Conduct
Start-up markets, just as the First and Second Sections of exchanges, havecodes of corporate conduct in the listing rules that require listed companies totake appropriate response. The JASDAQ Growth section, however, grants
listed companies a grace period in the application of some aspects of its codeof conduct.
Criteria for Delisting Stocks
In the case of the Tokyo Stock Exchange, a stock may be delisted wheneverit meets any of the conditions set forth in the criteria for delisting stocks in
the listing regulations. Securities under supervision and securities on alert on
its Mothers start-up market face the same conditions for avoiding delisting as
those on the TSE’s First and Second Sections.
After reviewing its Mothers listing system, the exchange has established
new delisting criteria for sales and stock prices on the Mothers market. The
exchange took this step to earn greater trust among Mothers’investors, to enhance the appeal of the Mothers market, and to prevent any sudden changes
in the quality of the management of a corporation following its listing on the
Mothers market.
Similarly, the JASDAQ market’s delisting criteria are also designed tomaintain or improve the overall quality of its issuers. Newly established criteria include business performance standards to ensure investor confidence inthe market without neglecting listed companies whose business models havecollapsed and stock price standards that eliminate issues with stock pricesthat have languished at low levels for a certain period of time. Following,
moreover, the separation of issuers into the JASDAQ Standard and JASDAQ
Growth sections, the exchange revised its delisting criteria in line with thespecial characteristics of each section.
5. An Outline of the OTC Stock Market(1) What is OTC trading?
In addition to shares traded on stock exchanges, shares are also traded overthe counter. As only those listed issues that meet certain listing standards may
be traded on exchanges, issues that are not eligible for exchange trading need
to be traded elsewhere, outside listed exchanges. Such shares are traded between securities companies serving as brokers/dealers or between customers
and brokers/dealers over the counter in negotiated transactions known as“over-the-counter (OTC) transactions.”While trading and other activities involving listed shares are regulated by the competent stock exchange, OTC
stock trading executed through securities companies is regulated by the224

Chap. XI Financial Instruments Exchange, etc. (2)Table XI-5.

A Brief History of the OTC Market

1945 Group trading in shares emerges spontaneously after the war.
1949 A system of trading in OTC-authorized issues is launched in June under the rules of the JSDA.
1961 The stock exchanges create the Second Section, into which OTC-authorized issues are absorbed, and the OTC authorizing system is terminated.
1963 The OTC registration system is launched in February.
1976 The OTC market broker, Japan OTC Securities, Inc., is established.
1983 A new OTC Stock Market (the JASDAQ market) is launched in November.
1991 The JASDAQ system comes into operation.
1992 The Prohibited Acts Rule is applied to the JASDAQ market.
1997 The green sheet system is launched.
1998 The JASDAQ market becomes the OTC securities market for the purpose of the Securities andExchange Act (currently, the Financial Instruments and Exchange Act).
2001 Japan OTC Securities changes its name to JASDAQ, Inc., and takes charge of the market.
2004 The JASDAQ market becomes a securities exchange in December and the OTC securities market is closed.
2005 Green sheet issues become“to-be-handled securities”for the purpose of the Securities and Exchange Act in April, and the regulations of insider trading are applied to green sheet issues.
2008 The Phoenix issue system is spun off from the green sheet system into an independent system.
2015 Equity Crowdfunding Scheme and Shareholders Community System are established in May.
2018 The Green Sheet system is scheduled to be abolished in March.

“Rules Concerning Over-the-Counter Securities”of the Japan Securities
Dealers Association (JSDA) and by other rules.
OTC transactions include transactions in unlisted shares (including unlisted shares issued by listed companies); transactions effected in the OTC securities market; and off-exchange transactions in exchange-listed shares.
(2) An Outline of the OTC Stock Market
As OTC trading becomes active, information about quotes and prices is exchanged among securities companies and distributed to investors, and themarket becomes more organized. After the war, OTC trading remained active
even after the reopening of stock exchanges. In 1961, actively traded OTC
issues were moved to the Second Section of the stock exchanges, but stocks
continued to be actively traded over the counter to such an extent, in fact,that an OTC stock market, an organized market where OTC securities thatmeet the registration requirements of the JSDA are traded, was launched in
February 1963.
As solicitation for investments was restricted in the early years, the OTCChap. XI Financial Instruments Exchange, etc. (2)225

stock market was generally characterized as a market for the liquidation ofstock holdings. To remedy the situation, the legal framework was enhancedby the 1971 amendment to the Securities and Exchange Act, and, in 1983, theOTC stock market was defined as a market that complements exchange markets and was reorganized drastically into the JASDAQ market for trading
shares of mid-tier small-to-medium sized enterprises with reasonable trackrecords. The JASDAQ market has since grown larger as a market for emerging companies, and it was redefined as an“OTC securities market”under the
Securities and Exchange Act in 1998. But the designation of“OTC securities
market”exists only in law following the upgrading of the JASDAQ market
into the JASDAQ Securities Exchange in December 2004.
Because a need arose for trading unregistered or unlisted stocks also outside the JASDAQ market, the JSDA established the green sheet system inJuly 1997 and in May 2015 created a system for equity crowdfunding in addition to the shareholders community system that replaced the green sheet
system, thereby enabling sales solicitations for such issues. Another categoryof traded unregistered or unlisted stocks is the Aozora issues or private equity
issues.
6. OTC Securities, Etc.
(1) Unlisted/unregistered Issues (Aozora Issues)
Issuers of unlisted or unregistered stocks are not required by law to disclose
their corporate information, and, in principle, JSDA rules prohibit securities
companies from soliciting investment in such issues. This is because soliciting the investing public, including individual investors, for an order to buy orsell a security on which no pertinent corporate information is available would
subject the public to significant risks and cause various problems from thestandpoint of the protection of investors, and such self-regulatory rules havebeen in place for a long time.
However, brokers/dealers may accept unsolicited orders for such issues
and trade them with customers as so-called Aozora issues (OTC securities) innegotiated transactions. The rules pertaining to such transactions (including
those prohibiting them from accepting market orders or affecting when-issued or margin trading) are contained in the Rules Concerning Over-theCounter Securities of the JSDA.
The April 2004 amendment to the Securities and Exchange Act authorized
a company to issue an equity product in private placements limited to qualified institutional investors. Under this amendment, securities companies areallowed to solicit only Qualified Institutional Investors for the purchase ofsuch shares on the condition that they do not resell their holdings to anyone

226

Chap. XI Financial Instruments Exchange, etc. (2)Chart XI-2.

Relationships Between OTC Securities and Listed/Registered Issues
Financial Instruments Exchange Markets: Listed issues(Tokyo, Osaka, Nagoya, Sapporo, and Fukuoka)

OTC securities market: Registered issues(At present, there is no market or issue falling within the purview of this category)OTC securities(Unlisted/unregistered issues)
OTC-handled securities

Equity Crowdfunding

Shareholders Community

Shares and other securities
issued by companies incompliance with periodic
disclosure requirements or
those disclosing specified
corporate information in an
Explanatory Note on business Conditions

A scheme in which solicitation for investment is performed only via the Internet
website and email

A scheme in which the securities companies designated by the JSDA may solicit investment only fromparticipants of the shareholders community

Green sheet issues
Phoenix issues

Restrictions apply in termsof the amount of funds
raised per issuer and theamount of investment perinvestor

Tradable securities under
the Financial Instruments
and Exchange Act
Issues for which securities companies that havebeen designated by the
JSDA present quotations
and solicit investments

other than Qualified Institutional Investors.
(2) OTC-handled Securities
Securities whose issuers regularly disclose specified corporate information in
the form of an Explanatory Note on Business Conditions are considered tocarry less risk than other unregistered issues. And the rules of the JSDA define them as“over-the-counter-handled securities,”or OTC securities eligible

Chap. XI Financial Instruments Exchange, etc. (2)227

for solicitation by promoting brokers/dealers.
An Explanatory Note on Business Conditions is a type of disclosure material required by the JSDA and prepared in accordance with the format for the“corporate information”section of a securities report pursuant to the Financial Instruments and Exchange Act. It shall be accompanied by annual financial statements with an audit report that includes the opinion of certified public accountants or persons with equivalent designation that the company’sfinancial statements are unqualified or qualified in light of the provisions of
the Financial Instruments and Exchange Act or in conformity with those of
the Companies Act. Such explanatory note shall also contain forward-looking
statements as to the outline of the company’s business plan, its feasibility,
and other aspects. In the case of a company in compliance with periodic disclosure requirements, a securities report or a securities registration statementwith an unqualified or qualified opinion of the auditor can be substituted for
the Explanatory Note on Business Conditions.
At present, the ban on solicitation for the purchase of OTC-handled securities is partially lifted for primary or secondary offerings of securities on thecondition that the transfer of such shares is restricted for two years based on
an agreement among the issuer, securities companies, and investors and thatthe issuer publishes an Explanatory Note on Business Conditions. The ban isfully lifted for unlisted securities of listed companies based on the condition
that the issuer publishes an Explanatory Document on Securities Information,etc.
7. Equity Crowdfunding (1)(1) What is Equity Crowdfunding?
The term“crowdfunding”is a coined word composed of“crowd”and raisingfunds or“funding.”It refers to the practice of funding start-ups and growthcompanies by asking a large number of people to each contribute a small
amount of money, often performed via Internet-mediated registries.
With the use of the Internet, crowdfunding makes it possible to raise funds,
even on a small scale, at low cost and over a wide range by collecting a small
amount of money from a large number of contributors. Thus crowdfunding,primarily the purchase-type and lending-type, has rapidly become a popular
option for raising capital in the last few years. Given the circumstances, anequity crowdfunding system was also introduced in May 2015 with a view topromoting provision of risk money to start-ups and growth companies andenabling such companies to raise funds by issuing OTC securities.
The equity crowdfunding scheme may be used only by securities companies and intermediaries specializing in small-amount equity crowdfunding

228

Chap. XI Financial Instruments Exchange, etc. (2)Chart XI-3.
IssuerConcept Diagram of Equity Crowdfunding
Crowdfunding vendor

Investor

Portal site

• Business contents• Application of funds, etc.

Table XI-6. JSDA’s Self-Regulatory Rules
Key components of the Rules Concerning Equity Crowdfunding Operations
1 . Solicitation for investments conducted by members of the JSDA (securities companies and Type I
Small Amount Electronic Subscription Handling Agents) under the equity crowdfunding scheme ispermitted as an exception to the prohibition of investment solicitation relating to unlisted stocks.
2 . Examination of issuers and measures to eliminate antisocial forces
3 . Indication of equity crowdfunding deals on the website
4 . Issuance of document prior to conclusion of contract
5 . Request for letter of intent from investors purchasing unlisted stocks for the first time under the equity crowdfunding scheme
6 . Small-amount requirements (total amount of funds raised per issuer: less than ¥100 million a year;
investment per investor for one issuer: no more than ¥500,000 a year)
7 . Prohibition of simultaneous use of solicitation method other than the Internet (e.g., telephone andface-to-face contact)
8 . Conclusion of an agreement to the effect that the issuer provides proper information on a periodicalbasis to investors after the completion of handling of investment under the equity crowdfunding,and confirmation of information provision
9 . Establishment of an operation management system
10. Reporting and publication of monthly results

Chap. XI Financial Instruments Exchange, etc. (2)229(Type I Small-Amount Electronic Public Offering Service Operators) that areregistered as Type I Financial Instruments Business Operators.
(2) Small Amount Requirements and Prohibition of Concurrent Use ofUnspecified Solicitation Methods
In light of the nature of the equity crowdfunding scheme of raising a small
amount of funds from each of a large number of investors, certain restrictions
apply in the equity crowdfunding system. The amount of funds raised per issuer must be less than ¥100 million per year and the amount of funds contributed per investor to an issuer must not exceed ¥500,000 per year. In addition,
considering that investment frauds involving unlisted stocks and corporate
bonds continue to take place, the method of solicitation for investment is limited to using (i) the website and (ii) email assuming the use of the aforesaid
website, and solicitation by telephone and visits by securities companies, etc.
are prohibited.
(3) Examination of Issues and Issuers
In handling OTC securities using the equity crowdfunding scheme, securities
companies, etc. may carefully examine each issuer and verify the nature of
their business, financial standing, appropriateness of business plan, intended
use of funds, etc. in accordance with their internal rules and may handle only
such issuers they recognize to be proper. Securities companies, etc. also enter
into a contract with each issuer to the effect that the issuer is not an antisocial
force, and must not use an equity crowdfunding scheme if it is recognizedthat an issuer corresponds to an antisocial force.
8. Equity Crowdfunding (2)(4) Provision of Information via Website and Receipt/Delivery of Documents
While using the equity crowdfunding system, securities companies, etc. must
provide information on issuers and fund raising as well as on risks, etc. specific to the acquisition of OTC securities issued by the issuers (such as no
obligation to provide disclosure comparable to that prescribed by the Financial Instruments and Exchange Act or to the timely disclosure required bystock exchanges) via the website for inspection by investors.
Furthermore, in order to receive confirmation from investors purchasing
OTC securities for the first time under the equity crowdfunding scheme of
their understanding of risks, commission, etc. involved and of making the investment based on their judgment and responsibility, securities companies,
etc. must provide advance explanations of these matters, request a letter of

230

Chap. XI Financial Instruments Exchange, etc. (2)Chart XI-4.

Provision of information to investors and receipt/delivery of documents inequity crowdfunding

During the term of crowdfunding (during the offering period)

Securities firm
Intermediary specializing
in small-amountequity funding

Securities firm
Intermediary specializing
in small-amountequity funding

Securities firm
Intermediary specializing
in small-amountequity funding

Provision of information
via website• Information on issues
and issuers• Information on
financing• Risk information• OtherRequest for a letter ofintent from investors
purchasing OTC
securities through theequity crowdfunding
scheme for the firsttime

Issuance of pre-contract
documents• Information on issues
and issuers• Information on
financing• Risk information• OtherTable XI-7.

After completion of
crowdfunding(periodically)

IssuerInformation on businessconditions

Handling of Equity Crowdfunding
As of January 31, 2018

Number of registered firms(companies)

Number of deals handled(deals)Amount of financing(¥1,000)

2015

—

—

—

2016

—

—

—

2017

3

18

514,740

2018

3

4

121,880

intent from each investor, and deliver the document prior to conclusion ofcontract containing at minimum the matters to be informed via the website
concerning individual issues for every investment handled.
(5) Periodical Subsequent Information Offering by Issuer
After completing the handling of investment under the equity crowdfunding
scheme, securities companies, etc. must enter into an agreement with each
respective issuer with regard to the proper offering of information on a periodic basis by the funds-raising issuer to the investors who purchased theChap. XI Financial Instruments Exchange, etc. (2)231

OTC securities and must ensure that the issuer provides such information inaccordance with the agreement.
(6) Reporting and Announcement of Investment Status
Securities companies, etc. must report the status of investments made underthe equity crowdfunding scheme on a monthly basis to the JSDA, and the
JSDA publishes the information reported.
(7) Establishment of an Operation Management System, Etc.
Securities companies, etc. must formulate internal rules and put in place anoperation management system necessary for properly carrying out equity
crowdfunding while complying with laws and regulations and their self-regulatory rules. In addition, securities companies, etc. are required to prepare an
outline of their equity crowdfunding procedure and publish it on the company’s website to enable investors to view the information.
When a securities company or such party is requested to make improvements, etc. to its operation management system due to a violation of law or
its self-regulatory rule or for other reasons, the securities company or suchparty must not be engaged in equity crowdfunding until the requested improvements, etc. are completed.
9. Shareholders Community (1)(1) What is Shareholders Community?
The JSDA has been operating the green sheet system, a mechanism for promoting the smooth circulation of unlisted securities. However, the use of thesystem has become stagnant, due to the weakening significance of the system
as a function to complement stock exchanges as listing criteria for emerging
markets becoming lax and to the disclosure burden imposed, which is comparable to that of listed companies (Corporate Information Memorandum
similar to those reguired by the Financial Instruments and Exchange Act andthe timely disclosure obligation associated with the application of insider
trading regulations). Meanwhile, needs for trading and conversion of unlisted
stocks of locally operating firms, etc. continued to exist at a certain level, andthere were calls for a system to accommodate these needs.
Under these circumstances, the Shareholders Community System was introduced in May 2015 as a system for unlisted stock trading and fund-raising
to replace the green sheet system.
With a view to restricting distribution, Shareholders Community was established as a mechanism in which a securities company creates a shareholders community by OTC issue and accepts investments only from investors

232

Chap. XI Financial Instruments Exchange, etc. (2)Chart XI-5.

Basic Mechanism of Shareholders Community
Operating members (securities firms)

Internet

Telephone

Face-to-face

Solicitation

Solicitation

Solicitation

Solicitation

Solicitation

Solicitation

Internet

Telephone

Face-to-faceOperating members may solicit investors who participate
in a shareholders community to make investments.

Operating members are prohibited from soliciting investors
who are not shareholder community participants to participate
in a shareholders community or to make investments.

Shareholders community

Table XI-8. Major Components of the JSDA’s Self-Regulatory Rules regarding
Shareholders Community
1 . Securities companies construct a shareholders community for an unlisted stock. Investors intending
to invest in the unlisted stock participate in the shareholders community.
• Assumed principal participants include officers and employees and their families of the issuer;s business.
shareholders and business partners of the issuer; and users and customers of the issuer’
2 . Securities companies structuring and operating a shareholders community receive designation by
the JSDA as operating members.
3 . Solicitation for investment is allowed only toward investors who participate in a shareholders community.
• No solicitation for investment to investors who are not participants.
• No solicitation for participation to investors who are not participants.
• Investors not participating in a shareholders community are provided with only the basic information concerning the shareholders community issue.
4 . Examination of issuers and measures to eliminate antisocial forces
5 . Investors participating in a shareholders community are provided with financial statements, business reports and other information based on the Companies Act in regard to the issuer.
6 . Issuance of document prior to conclusion of contract
7 . Investors who participate in a shareholders community for the first time are requested to submit aletter of intent.
8 . Establishment of an operation management system
9 . Weekly reporting and public disclosure of trades
10. The Green Sheet system will be abolished as of March 31, 2018.

Chap. XI Financial Instruments Exchange, etc. (2)233that proactively declare and participate in the community. Since distributionof unlisted issues is restricted under the Shareholders Community System because the scope of solicitation and trading is limited to participants of theshareholders community, the System is not subject to the application of insider trading regulations.
(2) Designation and Cancellation of Designation of Operating Members
In order for a securities company to create and operate a shareholders community, it must register with the JSDA and receive designation as an operating member. The JSDA designates and announces a securities company as an
operating member if it finds no fault in the registration documents, but may
decide not to grant designation if the securities company is found to be in violation of law or self-regulatory rules.
Cancellation of designation as an operating member is normally based ona notification submitted by the operating member. It may cancel the designation altogether or suspend the designation for a certain period of time even
without the aforesaid notification if, however, the JSDA finds that an operating member is in violation of law or self-regulatory rules, etc.
(3) Prohibition of Solicitation for Participation in a Shareholders Community and of Solicitation for Investment
Participation in a shareholders community is based on an investor’s proactive
declaration. Therefore, operating members may not solicit investors who are
not shareholders community participants to participate in a shareholders
community or to make investments.
OTC trading of shareholders community issues must be executed between
participants of a shareholders community operated by an operating memberor between a participant and the operating member.
10. Shareholders Community (2)(4) Examination of Issues and Issuers
In handling OTC securities for which a shareholders community is to be created, operating members may strictly examine each issuer and verify the nature of their business, financial standing, etc. in accordance with their internal
rules and may handle only such issuers they recognize to be proper. Operating members also enter into a contract with each issuer to the effect that theissuer is not an antisocial force, and must dissolve the shareholders community if it is recognized that an issuer corresponds to an antisocial force.

234

Chap. XI Financial Instruments Exchange, etc. (2)Chart XI-6.

Receipt/delivery of documents regarding shareholders community issues
Operating Member (securities company)
Shareholders Community

To an investor who does notparticipate in a shareholders
community:(1) Name of issue(2) URL of issuer s website (ortelephone number, if theissuer does not have aparticular website)(3) Benefits for shareholders(shareholder incentives)(4) If handling an offering,private placement or
secondary distribution, thefact thereof and theapplication period

Chart XI-7.

To an investor who intends toparticipate in a shareholders
community:(1) Basic information on issuersof shareholder community
issues, such as business year,
timing of annual general
meeting of shareholders,
and record date of voting
rights of annual general
meeting of shareholders(2) Information on the methodof receiving information on
issuers of shareholders
community issues or the
method of inspecting suchinformation

To an investor participating in a shareholders
community:(1) Disclosure documents provided for in the
Financial Instruments and Exchange Act(Securities Registration Report, Securities
Report, etc.)(2) Financial statements and business reportprovided for in the Companies Act
Information conforming to Businessrisks, etc. and Overview of stock
administration of the submitting companyof the Securities Report(3) If handling an offering, etc., information
conforming to Securities information of
the Securities Registration Report(4) Other information recognized as necessary
by the operating member

Provision of information regarding shareholders community issues
Operating Member (securities company)
Shareholders Community

In order to have an investor who intends
to participate in a shareholders community
for the first time understand the contentsof risks, commission, etc. and to receive
confirmation to the effect that the investor
will execute transactions on its judgment
and responsibility, a document indicating
the contents of pre-contract documents
is issued and an explanation on the
document is given. Then the investor is
asked to submit a confirmation note.

The following is addressed to a participant(investor) who executes transactions ofshareholders community issues:(1) Issue pre-contract documents, and(2) Convey to the participant that theparticipant
may request explanations on the contentsof documents prescribed under the Financial
Instruments and Exchange Act and theCompanies Act provided to investors
participating in a shareholders community.

Chap. XI Financial Instruments Exchange, etc. (2)Table XI-9.

235

Handling of Shareholders Community
As of January 31, 2018

Number of operating members Number of portfolio issues(companies)(issues)

Trading amount(¥1,000)

2015

2

11

71,149

2016

3

13

441,599

2017

3

16

551,013

2018

4

17

5,056

(5) Provision of Information Regarding Shareholders Community Issues
and Receipt/Delivery of Documents
Operating members are to provide investors with the necessary information
on shareholders community issues depending on the magnitude of involvement (participation or declaration of participation in the shareholders community, or not) by each investor with the shareholders community.
Furthermore, in order to receive confirmation from investors executing
OTC transactions of shareholders community issues for the first time on theirunderstanding of risks, commission, etc. involved and of making the investment based on their judgment and responsibility, operating members must
provide advance explanations of these matters, request a letter of intent fromeach investor, and deliver the document prior to conclusion of contract containing at minimum the risks specific to such OTC transactions and othermatters (e.g., no disclosure obligation comparable to the disclosure prescribed in the Financial Instruments and Exchange Act or to the timely disclosure required by stock exchanges is imposed) concerning individual issues, and explain the contents thereof.
(6) Withdrawal from and Dissolution of Shareholders Community
Operating members shall perform the withdrawal procedure when notified bya participant of the shareholders community of the participant’s intent towithdraw or when there are other reasons as prescribed in the handling guide.
If an operating member’s designation is cancelled by the JSDA, the operating
member must immediately dissolve all shareholders communities it operates.
(7) Reporting and Announcement of Investment Status
Operating members must report the status of OTC trading of shareholders
community issues they handle on a weekly basis to the JSDA, and the JSDA
must publish the information reported.

236

Chap. XI Financial Instruments Exchange, etc. (2)(8) Establishment of an Operation Management System
Operating members and securities companies intending to become operating
members must formulate internal regulations and put in place an operation
management system necessary for properly operating shareholders communities. In addition, operating members are required to prepare an outline of
their shareholders community operating method, etc. and publish the outline.
11. The Green Sheet and Phoenix Issue Systems (1)(1) Outline of the Green Sheet System
Even after the listing standards of exchanges had been eased to allow someof the loss-making companies to go public, it was deemed necessary to improve the market for issuing and trading unlisted shares in order to improve
the financing environment for venture businesses. Aware of this, the Japan
Securities Dealers Association (JSDA) partially eased its rules concerning
OTC securities in July 1997 to allow its member brokers to solicit customers
for investment in securities, including OTC-handled securities, filing an Explanatory Note on Business Conditions so that brokers may market such securities at times, provided that the brokers continuously publish quotes andother relevant market information for the securities. This trading framework
is called the green sheet system. Subsequently, based on the amendment toChart XI-8.

Green Sheet Statistics(thousands of yen)

600,000
500,000(issues)

Trading volume
No. of designated issues

120
100

400,000

80

300,000

60

200,000

40

100,000

20

0

0
017
c. 2
De 2017e
Jun . 2016c
De 2016e
Jun . 2015c
De 2015eJun . 2014c
De 2014eJun . 2013c
De 2013eJun . 2012c
De 2012eJun . 2011c
De 2011eJun . 2010c
De 2010eJun . 2009c
De 009e2
Jun . 2008c
De 2008e
Jun . 2007c
De 2007e
Jun . 2006c
De 2006e
Jun . 2005c
De 2005e
Jun . 2004c
De 2004e
Jun . 2003c
De 2003e
Jun . 2002c
De 2002e
Jun . 2001c
De 2001e
Jun . 2000c
De 2000eJunChap. XI Financial Instruments Exchange, etc. (2)Chart XI-9.

237

Flow of Investment Solicitation for Green Sheet and Phoenix Issues
Customer executing a green sheet issue transaction for the first time

Request for a
confirmation
note

Chart XI-10.

Issuance ofpre-contract
documents(Explanation using acompany description
sheet)
Solicitation of
investment

Indication thatthe issue isa green sheet
issue ofXX category

Delivery/Settlement

Outline of Trading in Green Sheet and Phoenix Issues and Trade Reports
Quotations andreport of contracts

Handling member company(the PTS is not used, and acontract is concluded
within the company)

Customers

Order receipt/
Contract

Acceptance of an orderand confirmation note

Japan Securities
Dealers Association(JSDA)

General securities
companies

Customers

the Securities and Exchange Act in April 2005, insider trading rules were also
applied to green sheet issues and the issuers of green sheet issues were required to provide timely disclosure using the TDnet.
In conjunction with the establishment of the shareholders community system, a new trading system for unlisted stocks, the green sheet system will beabolished at the end of March 2018.
(2) Phoenix Issue System
The Phoenix issue system is an OTC trading system launched by the JSDA
on March 31, 2008, to provide a marketplace for issues that had been delistedfrom stock exchanges. Phoenix issues started off as a category in the green
sheet system. In response to the successive delisting of large-cap issues, such

238

Chap. XI Financial Instruments Exchange, etc. (2)as Seibu Railway, Kanebo, and Livedoor, however, the JSDA established thesystem for Phoenix issues to improve investors’opportunities to cash out ofdelisted issues and to provide the necessary framework for delisted companies to have a second chance at re-listing.
The Phoenix issue system differs substantially from the green sheet systemin that it utilizes the book-entry transfer system for stocks, etc. to give investors an opportunity to cash out their holdings through the stock exchangeeven after the decision to delist the stock whereas the receipt, delivery, andsettlement of green sheet issues are conducted using the stock certificates.
(3) Designation of Issues
When a securities company chooses to handle a particular delisted share as a
Phoenix issue, it must submit a notification to the JSDA after verifying thatthe accompanying audit report contains an opinion from the auditor and thatthe issue meets certain conditions with regard to the consignment of shareadministration, etc. The JSDA checks the contents of the notification andthen provides the designation as a Phoenix issue and handling member.
Since the green sheet system is scheduled to be abolished as previously
mentioned, new designation of issues and handling members is no longer be
made.
12. The Green Sheet and Phoenix Issue Systems (2)(4) Timely Disclosure
Issuers of green sheet and Phoenix issues are obligated to carry out timely
disclosure to the extent comparable to that of listed companies, including thedisclosure of quarterly reports, via the TDnet. In addition, handling members
are expected to take responsibility in guiding issuing companies regarding
disclosure.
(5) Investment Solicitation and Trading
A broker must obtain from the customer who conducts a transaction in green
sheet or Phoenix issues for the first time a letter confirming that he or she
will invest with a full understanding of the green sheet system and the risks
associated with green sheet issues. In addition, in soliciting customers for investment in a green sheet security, a broker must give a full and fair explanation of the issue and issuer using the Explanatory Note on Business Conditions as well as deliver the Document Prior to Conclusion of Contract
provided for under Article 37, Paragraph 3 of the Financial Instruments andExchange Act and provide explanation on the contents of the document.
Trading hours run from 9:00 a.m. to 3:00 p.m. on business days. HandlingChap. XI Financial Instruments Exchange, etc. (2)Table XI-10.

239

Comparison of the Green Sheet and Phoenix Issue Systems
Green sheet system

Phoenix issue system

Eligible securities

Stocks, share option certificates, Stocks and corporate bonds withcorporate bonds with subscription subscription rights/warrants atrights/warrants, preferred notes, tached that have been delisted
investment securities, and investment equity subscription rightcertificates

Designation required

Yes

Sames as left

Obligation for handling mem- Yes
ber to review issue

No

Criteria for losing designation

Yes

Sames as left

Investment solicitation

Only handling members and asso- With the exception of investors
ciate handling members
selling on their own volition, only
handling members and associate
handling members

Confirmation

Yes

Yes (unnecessary for sales)
Sames as left

Trading process

Negotiated transaction

Delivery and settlement

Direct delivery and settlement
Directly through JASDEC’s trans(in principle, 4 business days or fer system
T+3)(in principle, T+3)

Trading hours

9:00～15:00

Sames as left

Reporting and disclosure obli- Yes
gations for quotes and orders

Sames as left

Disclosure materials

Explanatory Note on BusinessConditions and securities report(Financial statements for the two
previous terms must be accompanied by an auditor’s opinion stating fair representation)

Sames as left
(Financial statements with only
an auditor’s opinion stating fair
representation for the previous
term are acceptable)

Timely disclosure

Disclosure items specified by the Sames as left
JSDA

Insider trading rules

AppliedSames as left

members may make investment solicitation and accept orders at any time.
Those registered as associate handling members may also make investment
solicitation and accept orders, and other securities companies are also allowed to trade within the scope of the system.
Transactions shall be settled and the securities traded shall be delivered, inprinciple, on the fourth business day counting from and including the tradedate (T+3 settlement). While green sheet issues are settled in share certificates, Phoenix issues are settled through the Book-Entry Transfer System for
Stocks, etc.

240

Chap. XI Financial Instruments Exchange, etc. (2)In addition to the application of insider trading regulations as mentioned
earlier, trading rules ban member brokers/dealers from accepting market orders; effecting margin trading or when-issued transactions with customers;
prearranging trades with other brokers/dealers; or engaging in excessive trading, kiting, bear-raiding, or other improper trading practices. Furthermore,
the JSDA, as part of its trading management function, suspends and inspects
trading.
(6) Reporting and Disclosure of Quotes and Contract Information
Handling members and associate handling members shall, as a general rule,
report quotes and trading information every business day. Securities companies that have accepted orders from, or have entered into transactions with,
their customers must report such orders or transactions to the JSDA, and theJSDA, in turn, compiles the data received and publishes such information.
(7) Revocation of Designation of Issues
The designation as a green sheet issue or a Phoenix issue is revoked when
there is no longer a sponsoring handling member. In addition, the JSDA may
revoke the designation upon certain events occurring to the issue or its issuer,
including listing on stock exchanges, the commencement of bankruptcy proceedings, and false statements in disclosure documents.
13. TOKYO PRO Market
The TOKYO PRO Market is a market for professional investors operated
jointly by the Tokyo Stock Exchange (TSE) and the London Stock Exchange(LSE). It is based on the TOKYO AIM market launched by the TSE in June
2009. TOKYO AIM, Inc., was originally operated as a partnership (ownership: TSE 51%; LSE, 49%). In March 2012, however, the TSE acquired LSE’sstake and merged Tokyo AIM with the TSE in July 2012. TOKYO AIM is
operated under the professional investor market system provided for by theenactment of the December 2008 revision of the Financial Instruments andExchange Act (FIEA).
Placing orders on traditional exchanges is not limited to any special category of investor. The professional investor market system, conversely, restricts trading to specified investors and nonresidents. Where fund procurement is limited to professional investors, securities registration statements are
not required, and issuers need only make public financial information, etc.
(called specified securities information), using the format and method stipulated by the TSE. Companies already listed on the exchange, moreover, neednot submit annual securities reports and need only make public financial in-Chap. XI Financial Instruments Exchange, etc. (2)Table XI-11.

241

Overview of TOKYO PRO Market Listing System

Disclosure language• Japanese or English

Listing criteria• No quantitative criteria

Subject of evalua- • J-Adviser (Conducts review and check on listing eligibility on behalf of the extion
change)Period from listing • As a general rule, ten (10) business days
application to listing • (provided, however, that there is a check procedure by the exchange to J-Adviser 30 business days prior to application)
approval
Audit certification

Latest one (1) year

Internal control reOptional
port
Quarterly disclosure Optional• Professional investors (Note) and non-residents
Note: Professional investor refers to:Specified investors Qualified Institutional Investors (e.g., financial insti(Tokutei Toushika)tutions); National government; Bank of Japan
Specified investors(Tokutei Toushika)
Listed companies and corporations with paid-in-capi(may shift to general tal of no less than ¥500 million
investors)

Investors

Corporations other than specified investors
Individuals with financial assets and net assets worth
Deemedspecified“”no less than ¥300 million and with the experience ofinvestors
dealing with financial instruments for one (1) year or
more

Chart XI-11.

Role of J-Adviser

Tokyo Stock Exchange
Certification of J-Adviser Qualification
Entrustment of certain businessExamination for J-Adviser

J−Adviser
Investigates and confirms listing eligibility on behalf of the TSE
Business due diligence

Legal due diligence

Conclude a “J-Adviser agreement”(cost and cancellation matters, etc.)

Financial due diligence

Judgment of listing eligibility;
Support after listing

Listing applicant company/Listed company

J-Adviser System Roles• The J-Adviser investigates and confirms listingeligibility for new listings (so-called listingexamination)• Provides continuous give advice and guidance toensure that listing eligibility can be maintainedeven after listing• Listing companies are obligated to maintain one(1) responsible J-Adviser at all times
 Requirements• The applicant company must have experience incorporate finance advisory operations and humanresources well versed in such operations andmust be authorized by the exchange.
List of approved J-Advisers today(11 companies; in alphabetical order)• Daiwa Securities Co., Ltd.
• GCA FAS Co., Ltd.
• IR Japan, Inc.
• Leading Securities Co., Ltd.
• Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.
• Mizuho Securities Co., Ltd.
• Nomura Securities Co., Ltd.
• OKINAWA J-Adviser Co., Ltd.
• Phillip Securities Japan, Ltd.
• SMBC Nikko Securities Inc.
• TAKARA PRINTING Co., Ltd.
*As of End of December 2017

242

Chap. XI Financial Instruments Exchange, etc. (2)formation, etc. (issuer information), using the TSE-stipulated format andmethod. The submission of internal control system reports and quarterly disclosure are voluntary. By premising requirements on the fact that only professional investors—those capable of analysis and making investment decisions—will invest in the market, the cost burden of issuing has been reducedin comparison with traditional stock exchanges.
The statutory penalties for falsifying financial information, etc., and for insider trading apply as much to the professional investor market system on thereport of possession of large volume and tender offer systems. The page on
the right shows details of how the TOKYO PRO Market aims to provide a
flexible but disciplined market system for issuers and investors through the
J-Adviser system (approved adviser system) within the previously mentioned
legal framework. This operational method, which has the J-Adviser system at
its core, has been drawn substantially from the Nomad (Nominated Adviser)system of the LSE’s Alternative Investment Market (AIM). Under the system, specialists in corporate finance, etc., who have been approved as J-Advisers are required to guide a company through the admission process and tofulfill a duty to provide advice and instruction on timely disclosure and otherregulatory matters following listing.
As of December 31, 2017, the TOKYO PRO Market had 11 J-Advisersand 22 listed companies.

CHAPTER XII
Financial Instruments Business (Securities Business)

1. Overview of Financial Instruments Business Operators (Securities
Companies) (1)While the Financial Instruments and Exchange Act (FIEA), a comprehensive
overhaul of the former Securities and Exchange Act, was fully enforced in
September 2007, the basic legal framework regulating securities companies
remains intact. The FIEA defines the four financial instruments businesses as
including the Type I and Type II Financial Instruments Businesses, the Investment Advisory and Agency Business, and the Investment Management
Business. What has traditionally been known as the securities business is included in the Type I Financial Instruments Businesses (Article 28, Paragraph
1 of the FIEA), and, accordingly, securities companies are required to register with the prime minister as Type I Financial Instruments Business Operators (Article 29).
The securities business registration system that had been in place since1948, when the Securities and Exchange Act was first enacted, was replaced
by a licensing system in April 1968. The licensing system was designed tohelp stabilize the management of securities companies by curbing excessivecompetition and obligating them to specialize (ban, in principle, on concurrently operating non-securities business), thus strengthening the investor protection. As a result, the regulatory regime increasingly took on a defensive
bias, and virtually no companies entered the securities business anew.
However, as the securities market developed, the types of financial products handled by securities companies became increasingly diverse. Furthermore, as the years rolled on into the 1990s, customer needs for securities services started to change and vary, from private equity and asset securitization
to M&A advisory, asset management, and online brokerage, against the background of the nation’s shifting industrial structure, aging population, dying
traditional long-term employment practices, and ongoing information technology revolution (such as the proliferation of the Internet).
The licensing system did play a role in stabilizing the management of securities companies. On the other hand, there turned out to be a number of244

Chap. XII Financial Instruments Business (Securities Business)

Table XII-1.

The Scope of Business of Securities Companies (Type I Financial Instruments Businesses), and Requirements

1. Type I Financial Instruments Businesses (Article 28 Paragraph 1, Items Securities-related business (FIEA Article 28, Paragraph 8)(i)–(v) of the Financial Instruments and Exchange Act (FIEA))(1) Proprietary securities trading, intermediary, brokerage, or agency service Of the Type I Financial Instruments Businesses listed, the business that correof securities, market transactions of derivatives or foreign market deriva- sponds to the conventional securities business (in principle, the scope of businesstives transactions; intermediary, brokerage, or agency service for the en- which financial institutions are prohibited from conducting).
trustment of the transactions listed above; brokerage for the clearing of
securities, etc.; secondary distribution of securities; or the handling of Refusal of Registration (i.e., registration requirements) (Article 29-4, Paragraph 1
public, primary offering or secondary distribution of securities or the of the FIEA, Article 15 of the FIEA Enforcement Order)
handling of the private placement of securities(1) An applicant who had his/her registration rescinded and for whom five years(2) Intermediary, brokerage, or agency service of commodity-related market
have not passed since the rescission; an applicant who has been punished by aderivatives trading; intermediary, brokerage, or agency service for thefine for violating the provision of any applicable law or regulation and for
entrustment of the transactions listed above; or brokerage for clearing
whom five years have not passed since the imposition of the fine(3) Intermediary, brokerage, or agency service of OTC derivatives trading (2) An applicant with an officer, etc., who is bankrupt or has received certain
and brokerage for clearing of such transactions
criminal punishment and for whom five years have not passed since the com(4)“Underwriting”of securities
pletion of the sentence(5) Sale or purchase of securities or intermediary, brokerage, or agency ser- (3) An applicant without appropriate personnel resources to properly conduct thevice therefor, which is conducted through an electronic data processing
financial instruments businesssystem and in which a large number of persons participate simultane- (4) An applicant with stated capital or net worth of less than ¥50 million
ously as a party or parties of the transaction (business of operating a pro- (5) An applicant that is not a corporation
prietary trading system (PTS business)(6) An applicant whose additional business other than incidental or registered/ap(6) Acceptance of deposit of securities, etc., in relation to the transactions,proved concurrent business is found to be against the public interest or to poseetc., listed above or book-entry transfer of stocks or corporate bonds (sedifficulty in risk management
curities management business)(7) An applicant whose major shareholder (with 20% or more of voting rights) is
disqualified for registration
Note: (5) requires approval (Article 30, Paragraph 1). PTS stands for Propri- (8) An applicant with a capital-to-risk ratio less than 120%
etary Trading System.
(9) An applicant with a trade name that is the same as or similar to that of an already existing Financial Instruments Business Operator
Minimum Capital Requirement (Article 15, Paragraphs 7 and 11 of the FIEA Enforcement Order)(1) When conducting wholesale underwriting as a lead managing underwriter: ¥3billion(2) All other underwriting: ¥500 million or more
(3) Business of operating PTS: ¥300 million(4) All other Type I Financial Instruments Businesses: ¥50 million
2. Incidental businesses (Article 35, Paragraph 1, Items (i)–(xv)(1) Lending or borrowing of securities, or intermediary or agency service (The following items are newly included as incidental businesses under the
FIEA.)
thereof(10) Custody of assets of a registered investment corporation(2) Making a loan of money incidental to a margin trading(3) Making a loan of money secured by securities held in safekeeping for (11) Provision of consultation to any other business with regard to assignment ofa business, merger, spin-off, share exchange or share transfer or intermediacustomers
tion thereof(4) Agency service for customers concerning securities(5) Agency service of the business pertaining to the payment of profit distri- (12) Provision of management consultation to any other businessbution or proceeds from redemption at maturity or at the request of an (13) Sale or purchase of currencies and other assets related to derivatives trading
investment trust
or intermediary, brokerage, or agency service thereof(6) Agency service of the business pertaining to the payment of dividends or (14) Sale or purchase of negotiable deposits or other monetary claims or intermediary, brokerage, or agency service thereof
refunds or distribution of residual assets with regard to investment certificates of an investment corporation (corporate type investment trust) (15) Management of assets under its management as investment in specified as(7) Conclusion of a cumulative investment contract
sets defined in the Investment Trust Act(8) Provision of information or advice in relation to securities(9) Agency service of the business of any other Financial Instruments Business Operator, etc.
3. Other businesses requiring notification (Article 35, Paragraph 2 of the FIEA; Article 68 of the Cabinet Office Order on Financial Instruments Business, etc.)(6) business pertaining to lease of real properties owned by a FinancialInstru(1) Conducting a transaction on a commodity exchangements Business Operator itself; (7) goods leasing business; (8) business per(2) Conducting a transaction in a derivative contract on a commodity pricetaining to creation and sale of computer programs for the business of any otheror other benchmark
business operator, and a business to accept the entrustment of computing ser(3) Money-lending business or intermediary service for lending and borrowvice; (9) business of management of the defined contribution pension; (10)ing of money
Trust Agreement Agency Business; (11) intermediary service for forming a(4) Business pertaining to building lots and buildings transaction businesstrust by will or concluding a contract for the disposition of an estate of a deand lease of building lots or buildings
ceased party; (12) Financial Institution Agency Service; (13) real property(5) Real estate specified joint enterprisemanagement business; (14) advisory business related to real property invest(6) Commodity investment management business(7) Business of investing property entrusted under an investment management; (15) business of trading emission rights and emission derivatives or actment contract in assets other than securities or rights pertaining to deriving as an intermediary, broker or agent therefor; (16) business of undertaking
administrative operation entrusted by an investment corporation or a specialatives trading
purpose company; (17) business of investing money or other properties forAmong the businesses designated by a Cabinet Office Order, the main
businesses include:
other person, as an investment in assets other than securities or rights pertaining to a derivative transaction ; (18) business of concluding a contract for a(1) business pertaining to purchase and sale of gold bullion, or an intermediary, brokerage or agency service therefor; (2) business pertaining toguarantee or assumption of an obligation, or an intermediary, brokerage orconclusion of a Partnership Contract; (3) business pertaining to concluagency service therefor; (19) business of making an arrangement with or introsion of a Silent Partnership Contract; (4) business pertaining to concluducing another business operator, to customers of its business; (20) business ofsion of a Loan Participation Contract or an intermediary, brokerage orcreating any advertisement or promotion in regard to the business of any otheragency service therefor; (5) business pertaining to insurance solicitation;business operator; and (21) funds transfer business.

Notes: 1. A Financial Instruments Business Operator may, in addition to the above, engage in a businessfor which approval has been obtained from the prime minister (approved business, Article 35,
Paragraph 4 of the FIEA).
2. A discretionary investment contract is now included as“investment management business”,
which is one of the independent investment management businesses that can be conducted without special approval from the prime minister.

Chap. XII Financial Instruments Business (Securities Business)

245

drawbacks, including a detriment to creativity in business approaches, suchas branch network management and the development of new products andservices and a lower sense of self-reliance on the side of securities companies. Increasingly concerned about such negative fallout, the government
amended the Securities and Exchange Act as part of the Act on Revision, etc.
of Related Acts for the Financial System Reform, and a new registration system replaced the licensing system for the securities business in December
1998.
With the objective of providing an equal and uniform investor safeguard
across various financial products and services with considerable risk, the
FIEA was subsequently enacted to cover a wider range of objects, includingcollective investment schemes and derivatives trading. The FIEA is comprehensive legislation that combines the Securities and Exchange Act, the Financial Futures Trading Act, and the Investment Advisory Services Act, andaims at achieving effective regulation of a unified financial instruments business across a securities-related industry once vertically segmented into thesecurities business, financial futures trading business, and investment advisory business. Also as a result of amendments to the Financial Instruments andExchange Act in 2012, commodity derivatives trading was added to the TypeI Financial Instruments Business.
2. Overview of Financial Instruments Business Operators (Securities
Companies) (2)The former securities intermediary service is redefined as“Financial Instruments Intermediary Service”under the FIEA. The term“Financial Instruments Intermediary Service”means services comprising the following acts
conducted under entrustment from a Type I Financial Instruments Businesses, an investment management business, or a registered financial institution(see section 12): (1) intermediation for the sale or purchase of securities (excluding PTS transactions); (2) intermediation for the sale or purchase of securities conducted in an exchange market or market transactions of derivatives; (3) handling of a public, primary offering or secondary distribution of
securities or handling of a private placement of securities; and (4) intermediary service for the conclusion of an investment advisory contract or a discretionary investment contract (Article 2, Paragraph 11 of the FIEA). As is common with the items listed above, the provider of the service does not havecustomer accounts but solicits customers and redirects their orders for transactions to brokers/dealers, etc., from which it receives a commission.
Compared with the former definition for securities intermediary service,an intermediary service for derivatives trading and intermediary service for246

Chap. XII Financial Instruments Business (Securities Business)

Chart XII-1.

An Outline of Financial Instruments Intermediary Service Providers

Affiliated financial
instruments firm
supervised by Finance
BureauTo cause securities agentsto submit—and examine—a report on the state of observance of the laws andregulations and to takedisciplinary action againstthem or make a recommendation for rectification
to themAffiliated financial
instruments firm
supervised by FSA

Liability for damages(burden sharing
agreement)

Financial Bureau(with jurisdiction
over the area inwhich C is located)
Agreement commissioning
an order, remuneration forcommissioned service (Ato C), and responsibility
for supervision (A to C)

Agreement commissioning
an order, remuneration forcommissioned service (Bto C), and responsibility
for supervision (B to C)

Registration of Financial
Instruments Agency Business
Notification of concurrent
Inspection Bureau of
operation
Supervision and inspection the Financial Services
Agency, Securities andExchange SurveillanceCommission
Financial Instruments Agent, an
Inspection
individual or a corporation (excluding banking institutions)

Financial
Instruments Firms
Association

Registration of registered representatives
and supervision

Securities agent,registered representative E
Securities agent,registered representative D

Securities agent,registered representative F

Duty to preserve recordsof transactions

Opening an account, safekeeping,
and trading (conveyed by C); issuance of a transaction report;
and liability of A for damages

Opening an account, safekeeping,
and trading (conveyed by C); issuance of a transaction report;
and liability of B for damages

Securities businesses and conclusion of aninvestment advisory or discretionary investment contract (agency or intermediaryservice only)
Identification of the affiliated financial instruments firms to which transaction orders are forwarded (acceptance of deposits
of customer assets is prohibited)

Customers

Note: More than one agreement commissioning an order is allowed.
Source: Compiled on the basis of the data drawn from materials published by the Financial Services
Agency.

Chap. XII Financial Instruments Business (Securities Business)247

the conclusion of an investment advisory contract or a discretionary investment contract are newly included in the new financial instruments intermediary service. In spite of the expanded coverage, however, the underlying regulatory principles remain intact. The provisions of the FIEA are designed toensure the protection of investors by instituting a number of preventive measures. More specifically, they require all financial instruments intermediaryservice agents to be registered and prevent any disqualified person from becoming an agent. The FIEA makes all agents subject to the same set of prohibited and regulated acts that are applicable to Financial Instruments Business Operators (the prohibition of loss compensation, the duty to observe thesuitability rule, etc.); explicitly defines agents under the control and authority
of securities companies employing them; and holds these securities companies legally responsible for supervision and damage compensation. The FIEA
also gives the regulatory authority power to inspect and supervise financial
instruments agents.
Registration requirements for financial instruments agents under the FIEA
are essentially identical to those for the securities intermediary service under
the former law. The requirements are less stringent than those for Type I Financial Instruments Business Operators to facilitate their market entry. Morespecifically, (1) either an individual or a legal entity can register as an agent
and a legal entity does not need to be a corporation and (2) there are no minimum requirements for capital, net worth, or capital-to-risk ratio. However,they can only solicit investors for orders and redirect such orders to their broker/dealer. They are not allowed to take a deposit of cash or securities fromtheir customers. (For this reason, they are exempt from joining an investor
protection fund.) As is the case with registered representatives of Financial
Instruments Business Operators, salespersons of financial instruments agentsshall be qualified as registered representatives and register with the Japan Securities Dealers Association (JSDA) (as an Authorized Financial Instruments
Firms Association).
Financial instruments agents may be affiliated with one or more securities
companies. As of the end of September 2017, for example, there were 852
actual financial instruments agents (537 companies and 315 individuals) acting as a total of 1,139 agents (785 companies and 354 individuals). According to the Financial Services Agency’s“List of Financial Instruments Intermediary Service Providers,”many agents are affiliated with mid- and smallsized securities companies and Internet securities companies seeking to
expand their sales networks, such as the 388 agents affiliated with Ace Securities and the 166 agents affiliated with SBI Securities. As registered financial
institutions may also conduct the financial instruments intermediary service,banking institutions may provide a securities agency service with respect tostocks, corporate bonds, and foreign bonds (please see section 12). As a re-248

Chap. XII Financial Instruments Business (Securities Business)sult, major securities companies are eager to conclude securities agency service contracts with regional financial institutions.
3. Overview of Financial Instruments Business Operators (Securities
Companies) (3)For quite some time after the war, securities companies in Japan had one
characteristic in common: heavy reliance on the stock brokerage business
Table XII-2.

The Number of Securities Companies and Their Capital and Employees

Securities companies (head office)Year-end Members of Nonmembers
the stockof the stock
exchangeexchange

Total

No. of employees
No. ofNo. ofbusiness
Total Capital No. of officeregisteredoffices (incl. (¥100 million)bound
representahead offices)
employees
tives

2010

115
(10)

184
(13)

299
(23)

2,220
(24)

18,28916,14375,913

2011

113
(8)

179
(14)

292
(22)

2,211
(24)

19,585

15,911

76,776

2012

103
(6)

168
(11)

271
(17)

2,138
(17)

17,34913,372

69,684

2013

101
(6)

157
(10)

258
(16)

2,106
(17)

17,37812,25682,976

2014

253
(16)

2,107
(18)

17,53913,01685,358

2015

252
(13)

2,130
(15)

17,936

13,562

88,108

2016

260
(11)

2,142
(13)

18,352

14,552

89,942

2017

263
(11)

2,163
(13)

18,561

14,31977,782

Notes: 1. Figures in parentheses represent the number of branches of foreign securities companies in Japan included in the figures above them. Their Tokyo branches are counted as head offices.
2. Number of companies, number of branches, amount of total capital, and number of employees
for 2017 are as of the end of June of the year. The number of employees does not include 3,509
registered representatives employed by Financial Instruments Intermediary Service Providers(as of the end of June 2017).
3. Foreign securities companies are excluded from the amount of capital.
4. By virtue of an amendment dated April 16, 2003, the definition of“commission-registered representative”and qualification requirements were abolished, and the indication of category ofmembers of the stock exchange was abolished at the end of March 2014.
Source: Compiled based on the data issued by the Japan Securities Dealers Association, Shoken gyoho(JSDA Monthly Report), Gyomu houkokusho (JSDA Operation Report), etc.

Chap. XII Financial Instruments Business (Securities Business)

Table XII-3.

249

JSDA Member Categories(March 31, 2016)

Securities
business
operator

Non-securities
Assetbusiness
Management
operator
ServiceBreakdown
FX (FOREX
MarginTransactions)

Domestic brokers: 185 firms

142

43

22

16

Foreign brokers:

39

25

22

3

64 firms

Others5Note: Non-securities business operator refers to a business operator whose primary business is not the securities business.“Asset Management Service”refers to investment management and sale of structured funds and securitized products. The number of foreign brokers is estimated by the author.

Table XII-4.

Breakdown of 142 Japanese Brokers (securities-related) by Controlling
Shareholder, Size, Region and Business Characteristics

Large securities companies (2Nomura-affiliated, Daiwa): 3

Megabank-affiliated:

5

Regional bank-affiliated: 14
Other bank-affiliated:

3

Breakdown

Breakdown

Listed securities companies:
16

Second-tier small &Online brokers
midsize (face-to-face)
9 companies
83 companies

Bank-affiliated
22 companies

Osaka:

Tokyo:

20 PTS specialists
8 6 companies

Regional:

55

Others3 companies

both in terms of revenues and business volume. In the process, (1) there developed a bipolarization of securities companies—integrated securities companies that hired a large number of employees and ran multifaceted securities
business on a large scale, on the one hand, and small and midsized securities
companies that relied on the brokerage business generated by commissionregistered representatives, on the other—and (2) the large integrated securities companies—Nomura, Daiwa, Nikko, and Yamaichi, collectively referred
to as the“Big Four”—captured a large share of the market in all segments ofthe securities business. And they had gained an oligopolistic control of themarket as a group by creating a network of affiliated small securities companies. This was a major characteristic of the postwar securities market of Japan, unknown before the war or in other countries. And this structure wasmaintained until the latter half of the 1990s with only minor changes.
However, in the 1990s, after the speculative bubble finally burst, the securities slump worsened and Yamaichi Securities and a number of smaller securities companies went bankrupt in the process in 1997 and afterward. In addition, large securities companies abandoned the strategy of forming a network

250

Chap. XII Financial Instruments Business (Securities Business)of affiliated small and midsize securities companies, making the managementof securities companies increasingly fluid. Around the same time, largebanks, etc. acquired the right to manage securities companies while a numberof firms that were armed with a unique business style and focused on selected segments of the securities business have entered the market.
In addition, a number of foreign securities companies have opened branches in Japan. Since 1990, some have increased their shares in the equity andderivatives trading markets in their existing securities business, largely
thanks to increases in orders received from their overseas customers. They
are playing a major role in new types of business, such as the securitizationof assets, packaging structured bonds, and M&A.
With the enforcement of the Financial Instruments and Exchange Act in2007, the JSDA widened its member eligibility requirement from‘securities
companies’to‘Type I Financial Instruments Business Operators’(see section9), allowing entities that do not engage in the securities-related business as
their primary business to register under the Type I Financial Instruments
Business and become members of the JSDA. Over the nine years between
April 2007 and March 2016, 134 companies left (of which 56 were mergers,
59 were voluntary business closures), while 79 companies entered (of which
58 were newly registered) the business, reflecting fluidity of the industry.
While there are 11 foreign securities companies with operating sites in Japan(as of September 30, 2017), many more foreign entities are actually in operation through the establishment of a Japanese subsidiary, conversion to a Japanese corporation, or acquisition of a domestic securities company (see Table
XII-3).
As such, the Japanese securities industry, where the“Big Four”(Nomura,
Daiwa, Nikko, and Yamaichi Securities) used to have an oligopolistic controlof the market and where brokering was the core and standard operation,changed drastically, resulting in having diverse players, such as foreign entities and banks, hold stakes in securities businesses. And as the securities
business itself became increasingly diverse to cover operations other thanbrokerage, a growing number of firms whose primary business is not a securities-related business have entered the market.
4. Securities Businesses (1)̶The Principal Businesses (1)The principal businesses that securities companies are authorized to conduct
under the Financial Instruments and Exchange Act (FIEA) have been expanded and are referred to as the Type I Financial Instruments Businesses.
By product, principal businesses may be largely divided into those relating tostocks, bonds, investment trusts, and derivatives. By type of service, they251

Chap. XII Financial Instruments Business (Securities Business)

Table XII-5.

Business Volume Handled by TSE and OSE Member Companies
Cash Stock Transaction Value(Trillions of yen)

Proprietary

AgencyListed Derivatives Trading(Trillions of yen)

Traded on margin (%) Notional principal (stocks, bonds, etc.)

2005/3

287

503

20

1,421

2006/3

441

886

21

2,007

2007/3

525

982

18

2,273

2008/3

552

1,036

16

2,776

2009/3

381

665

18

1,846

2010/3

291

540

21

1,467
1,632

2011/3

243

595

16

2012/3

152

537

15

1,420

2013/3

177

672

17

1,888

2014/3

273

1,348

21

2,295

2015/3

249

1,174

18

2,381

2016/3

285

1,317

15

2,689

2017/3

280

1,212

14

2,178

Notes: 1. The accounting year runs from April 1 to March 31 of the following year.
2. Figures are double the actual volume because both sales and purchases are included.
3. Cash stock transaction volumes are those handled by 92 general members (including foreign securities companies, as of March 31, 2017).
4. Of these members, 82 members also participate in derivatives trading on the OSE.
5. In addition, 27 financial institutions participate in JGB futures trading on the OSE.
6. Derivatives trading include those executed on the former TSE prior to the integration.
Source: Compiled from statistical data issued by Japan Exchange Groupmay be largely divided into those relating to (1) dealing—proprietary trading; (2) brokerage—agency trading; (3) investment banking—underwriting;and (4) public offering and private placement—distribution of securities.
The bulk of the securities-related business of brokers/dealers in the secondary market is the brokerage business of executing customer orders on
stock exchanges, and the rest is the proprietary trading conducted for theirown account. As not many customer orders for bonds—except for convertible bonds, whose prices are linked to underlying stock prices—are executedon stock exchanges, most bond orders are executed by matching them against
the positions of securities companies’proprietary accounts (bond dealing).
Along with stock exchanges, securities companies play an important role informing fair prices and maintaining the liquidity of securities through theirbroker/dealer functions.
In addition to underwriting publicly offered new issues of public bonds

252

Chap. XII Financial Instruments Business (Securities Business)

Table XII-6.

PTS Transactions(Billions of yen)
Proportion of
PTS
Proportion of
PTS Trading totransactions PTS Trading off
Total
(C)
Exchange (C/B)(C/(A+B))

Trading on
Exchange(A)

Trading off
Exchange(B)

Mar. 2009

521,095

36,357557,452

2,073

5.7%

0.4%

Mar. 2010

395,501

24,484419,984

3,090

12.6%

0.7%

Mar. 2011

397,577

24,801

422,378

4,937

19.9%

1.2%

Mar. 2012

335,080

32,299367,379

15,203

47.1%

4.1%

Total
(A)+(B)

Mar. 2013

382,653

36,328418,981

21,247

58.5%

5.1%

Mar. 2014

722,20272,361

794,563

44,004

60.8%

5.5%

Mar. 2015

655,51472,505728,019

36,177

49.9%

5.0%

Mar. 2016

755,464

86,191

841,655

38,381

44.5%

4.6%

Mar. 2017

671,447

83,932755,379

30,967

36.9%

4.1%

Notes: 1. The accounting year runs from April 1 to March 31 of the following year.
2. Figures are actual volume because only one side of the transaction is included.
3. Major PTSs include SBI Japannext and Chi-X.
Source: Compiled based on statistical data from the PTS Information Network.

(government securities, etc.), nonconvertible bonds of private business corporations, and equity securities (stocks and bonds with subscription rights/
warrants) of public companies, securities companies also underwrite theshares of companies to be listed on exchanges, etc., in the process of initialpublic offerings. The term“underwriting”means an act of acquiring a security by a securities company with the aim of ensuring successful issuance of a
new security or secondary distribution of shares by reselling them to others
and, if so agreed, purchasing the unsold portion of the security, if any. Morespecifically, the act of acquiring new security from the issuer is called“wholesale underwriting”(and the securities company that negotiates awholesale underwriting agreement with the issuer is called“the managing
underwriter”), and acquiring the security from a wholesale underwriter iscalled“sub-underwriting.”Beneficiary certificates of investment trusts arealso sold in public offerings, in addition to the new-issue securities mentioned above. Secondary distribution means the placing of already issued securities and includes block sales of major shareholders, etc.
In 1998, over-the-counter derivative trading and PTS services were newly
authorized. The former refers to an act of effecting or entrusting to effectwith a customer a forward or options trading of a stock or a stock index or aswap contract involving, for example, a stock index and an interest rate offChap. XII Financial Instruments Business (Securities Business)253

the exchange. Actually, most of these OTC derivative contracts are embedded in and sold as structured bonds (such as equity-linked bonds). The PTS
service matches orders from investors by utilizing an electronic information
processing system. As the PTS service requires specialized technical expertise and advanced risk management skills, securities companies wishing toprovide the PTS service must be authorized to do so by the prime minister
under the FIEA (see section 1 of this chapter).
5. Securities Businesses (2)̶The Principal Businesses (2)Because the Financial Instruments and Exchange Act (FIEA) combined the
Securities and Exchange Act and the Financial Futures Trading Act, the Type1 Financial Instruments Businesses includes financial futures, etc., as well as
securities derivative trading. Moreover, the OTC derivatives business no longer requires authorization from the authorities (for an overview of the OTC
derivatives business, see section 9 of Chapter 8).
The underlying assets of derivatives can comprise financial instruments,
such as (1) securities, deposits, and currencies (Article 2, Paragraph 24 of the
FIEA) and (2) financial indexes, such as price and interest rate of a financial
instrument, and weather indexes (Article 2, Paragraph 25). In the 2012

Chart XII-2.

OTC FOREX Margin Transactions(trillions of yen)
2,000
1,800
1,600
1,400
1,200
1,000
800
600
400
200
0

20

2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
2
05 006 006 007 007 008 008 009 009 010 010 011 011 012 012 013 013 014 014 015 015 016 016 017
3Q 1Q 3Q 1Q 3Q 1Q 3Q 1Q 3Q 1Q 3Q 1Q 3Q 1Q 3Q 1Q 3Q 1Q 3Q 1Q 3Q 1Q 3Q 1Q

Notes: 1. Figures compiled based on reports from association members and special members.
2. Trading volume includes both buy and sell sides, including agency transactions.
3. Foreign currency amounts have been converted into Japanese yen using the spot rate at the endof each period.
Source: The Financial Futures Association of Japan.

254

Chap. XII Financial Instruments Business (Securities Business)

Table XII-7.

OTC CDF Transactions on Securities

March-end March-end March-end March-end March-end March-end
2012
2013
2014
2015
2016
2017
Number of Accounts
Margin Deposit Balance(100 million yen)

145,258

101,196

102,939

105,790

123,137

148,692

82

63

77

107

152

161

Bond
relatedOther
securities
related(Transactions)Individual Stock index
stock related
relatedTotal

FY2014
Transaction amount (100 million yen)
Number of transactions
Open interest (100 million yen)

807

83,7371,460

11102,4632,354,873

7,867

603 2,465,806

86,015

20

196

61

1

278

949

129,494

2,031

32

86,015

191,989

4,825,379

12,154

14

237

32

FY2015
Transaction amount (100 million yen)
Number of transactions
Open interest (100 million yen)

14,616 2,465,806
2

278

876

85,020FY2016
Transaction amount (100 million yen)
Number of transactions
Open interest (100 million yen)795

80,8862,463

145,694

3,393,572

17,828

22

247

27

336,316 3,893,410
6302

Note: Transaction amounts and open interest are on a notional principal basis. Open interest is as of theend of the fiscal year. Figures represent the sum of transaction value, etc. of JSDA regular and special members.
Source: Compiled from materials issued by the Japan Securities Dealers Association.

amendment of the FIEA, the definition of financial instrument was expanded
to include commodities (excluding rice). The main customers for derivatives
are financial institutions or institutional investors. In addition to acting as
swap intermediaries, securities companies typically use OTC stock options assweeteners for structured bond issues or conclude interest rate or currency
swap agreements with companies issuing foreign currency denominatedbonds when underwriting the issue.
Although individual investors are not frequently users of OTC derivatives,
other than Nikkei 225 mini-futures (Osaka Exchange), foreign exchange(FX) transactions are among the products that they use relatively often. Investors use OTC FX transactions to purchase or sell currencies by depositinga margin with the broker and settle the transaction usually on a net basis.

Chap. XII Financial Instruments Business (Securities Business)

255

These OTC transactions got their start in Japan when some commodity traders became the first to use them following the deregulation of foreign exchange transactions through the 1998 amendment of the Foreign Currency
and Exchange Law (currently Foreign Exchange and Foreign Trade Act.)
These FX transactions enable high leverage factors of 20 times on average
and up to 100 times on small margins.
Without any laws or regulations initially, problems did occur in the FX
market, resulting in the 2005 revision of the Financial Futures Trading Act,
currently included in the Financial Instruments and Exchange Act. The revised law introduced a registration system for the FX business, which steadily eliminated many of the bad operators. As a result, there was a sharp expansion in the use of FX transactions, as can be seen in Chart XII-2. Moreover,in a bid to make FX transactions more transparent, the Tokyo International
Financial Futures Exchange (TIFFE, now TFX) listed an FX product in 2005
called Click 365. The ceiling on leverage in FX transactions was lowered to
50 times in August 2010 and again to 25 times in August 2011.
Today, investors have shifted from face-to-face transactions with brokers
to online brokers for FX transactions, with Internet trading specialist FX
firms, such as Gaitame.com and Gaitame Online, aggressively developing
the market. This type of OTC trading, where investors can place orders withlow margins and settle the contracts on a net basis, is called contract for difference (CFD transaction) and is available not only for FX but also for securities, indexes, interest rates, and commodities. First emerging in the United
Kingdom, CFDs are now available from a number of brokers in Japan (seeTable XII-7).
6. Securities Businesses (3)̶Incidental Business, Concurrent Business,
and Other Businesses
In addition to the principal businesses outlined in the foregoing, securities
companies may conduct businesses incidental to their principal businesses
and other businesses that require notification to the authorities. Managementof assets of investment trusts, those entrusted under discretionary investment
contracts, or properties pertaining to collective investment schemes used torequire notification only, but, under the FIEA, securities companies are required to make registration in order to conduct this type of“investment management business”(Article 28, Paragraph 4). The registration requirements,
however, are equivalent to those for the Type I Financial Instruments Businesses.
The volume of margin trading, or transactions in securities that are lent on
margin to customers or financed by margin loans extended to them, began to256

Chap. XII Financial Instruments Business (Securities Business)

Chart XII-3.

Changes in the Number of M&As Involving Japanese Companies

3,000
Out-InIn-Out
In-In

2,500
2,000
1,500
1,000
500
0

1985 1987 1989 1991 1993 1995 1997 1999 2001 2003 2005 2007 2009 2011 2013 2015 2017
1‑9

Note: In-In signifies M&A between Japanese firms. In-Out signifies M&A initiated by a Japanese firm
against a foreign firm while Out-In signifies M&A initiated by a foreign firm with respect to a
Japanese firm. Figures for 2017 are for January through September.
Source: Compiled from the data section of MARR magazine, RECOF Corporation.

Table XII-8.

Number of Wrap Accounts and Assets Under Management(¥100 million)

Discretionary investment
No.

AmountInvestment advisory
No.

Grand Total

AmountNo.

AmountMarch-end 2010

41,773

5,696

317

22

42,0905,718

March-end 2011

43,509

5,890

260

17

43,7695,907

March-end 2012

42,467

5,799

5

6

42,472

5,805

March-end 2013

51,758

7,689

0

0

51,758

7,689

March-end 2014

105,706

13,7600

0105,706

13,760March-end 2015

307,346

38,97300307,346

38,973

March-end 2016

482,21757,7764

0482,22157,776

March-end 2017564,62265,70200564,62265,702June-end 2017

590,835

69,27200590,835

69,272

Note: A wrap account is an account that is managed for a flat fee covering fees for investment advisory,
trading commission expenses, account management fees, etc. in proportion to the balance of managed assets.
Source: Compiled from statistics produced by the Japan Investment Advisers Association.

Chap. XII Financial Instruments Business (Securities Business)257

increase around 1999, and it has been accounting for approximately 14 to
20% of agency transactions in the 2000s (see table in Section 4). The term
“securities lending and borrowing”refers to the lending and borrowing ofstock or bond certificates and is also known as stock lending or bond repurchase agreements (repo). As a lending broker demands a borrowing investor
to pledge cash as collateral, these transactions may also be considered as ameans of financing secured by stock or bond certificates, and therefore abond repo transaction is equivalent to a bond gensaki transaction economically. This practice makes it easier for securities companies to finance stocks,
bonds, and cash and hence to accept large orders or basket orders from customers. For this reason, it contributes to the formation of fair prices of securities and improves the liquidity of the market. By“consultation with any otherbusiness operator with regard to a business assignment, merger, company
split, share exchange or share transfer, or intermediation for these matters”ismeant the M&A consulting service that an investment bank provides to its
clients with respect to the spinning off of a business division, the computation of an IPO price, or an acquisition offer, etc.
Major securities companies, including the top- and second-tier brokers,
also registered themselves under the investment management service andhave started to market a“wrap account”discretionary investment service andto launch and manage collective investment schemes to invest in nonpubliccompanies, real estate, and others. As of the end of June 2017, according to asurvey by the Japan Investment Advisers Association, there were a total of
590,835 wrap accounts in the industry, holding approximately ¥6,927.2 billion, reflecting a stable increase. Major brokers, foreign affiliates, and securities subsidiaries of mega-banks focus on M&A; structuring of private equity
funds; and securitization (defined as business to trade monetary claims andrequires notification), collectively known as investment banking services,along with securities underwriting, which is often conducted in association
with these services.
In addition, following the full deregulation of brokerage commissions (inOctober 1999), low-commission online stock brokers offering service overthe Internet have emerged, and their share of the market has been increasing
rapidly. The number of online brokers stood at 70, with the number of accounts rising to 23.33 million at the end of March 2017. The value of cash
stock and margin transactions of these online brokers during the period between October 2016 and March 2017 amounted to ¥144,086.9 billion, accounting for 21.3% of the total value of agency transactions, and the online
brokers sold ¥708.2 billion worth of investment trust units according to the
JSDA Monthly Report for July 2017. Growth in the business of Internet brokers was particularly notable.

258

Chap. XII Financial Instruments Business (Securities Business)

7. Income and Expenditure of Financial Instruments Business Operators (Securities Companies)
Sources of revenue for securities companies include (1) brokerage commission; (2) management and underwriting fees; (3) selling concessions frompublic offerings and secondary distributions; (4) trading income (net of trading losses); (5) financial income in the form of interest on loans made in conTable XII-9.

General Trading Participants of TSE
Term ended
March 2007

Non-Participants of TSE

Changeratio(%)

Term ended
March 2007

No. of companies

110

193

163

Changeratio(%)

Operating income

4,457,603

3,391,856 －23.9%

228,881564,702146.7%

Commissions received

2,797,143

1,862,705 －33.4%

159,644271,338

70.0%

Brokerage commissions

987,622

517,109 －47.6%

54,92541,541 －24.4%

Underwriting fees

214,388

164,245 －23.4%

878

2,254

156.7%

Selling concession

400,042274,078 －31.5%

16,861

24,60045.9%

Other fees and commissions

1,194,946(26.81%)

907,153 －24.1%(26.75%)

87,125(38.07%)203,063(35.96%)133.1%

Trading profit/loss

821,560

893,868

8.8%

35,227219,358522.7%
23.5%(Millions of yen)

FY201692

FY2016

Financial income

828,621627,832 －24.2%

19,321

23,867(Profit from margin trading)

118,91185,604 －28.0%

5,148

1,802 －65.0%

Financial expenses

630,482

388,464 －38.4%

16,21628,147(Margin trading expenses)

29,582

16,615 －43.8%

3,844(Interest expense)

149,043

47,869 －67.9%

2,670

11,509331.0%

Other operating income

10,279(0.23%)

7,451 －27.5%(0.22%)

14,689(6.42%)

50,139(8.88%)

241.3%Net operating income

3,827,064

3,003,341 －21.5%

212,721536,605

152.3%

Selling, general andadministrative expenses

2,825,201

2,352,201 －16.7%

218,005

470,937

116.0%(Transaction-related expenses)

550,670

481,723 －12.5%

35,845248,306

592.7%(Personnel expenses)

1,311,480

938,641 －28.4%

119,601

120,549

0.8%

Operating profit/loss

1,001,828

651,134 －35.0%－5,24965,673－73.6%

901 －76.6%

Note: The figure at the bottom of the“Other fees and commissions”column and“Other operating income”column represents the ratio to operating income. Effective April 2014, members are not required to set their fiscal years to the end of March.
Source: Compiled from Financial Overview of Regular Member Firms, JSDA and Earnings Summary ofGeneral Trading Participants, TSE.

Chap. XII Financial Instruments Business (Securities Business)

Table XII-10.

259

Profitability Comparison by Member, Domestic or Foreign and BusinessCharacteristics (FY2015)
No. of Return on Operating Turnover Leveragecompanies equity profit on sales
rate
ratio

All-company

249

11.48%

23.46%

2.74%

17.88

of which, General Trading Participants
Non-Trading Participants

102
147

12.30%
4.78%

25.74%
8.18%

2.56%
5.14%

18.68
11.36

of which, Japanese securities-relatedof which, Foreign securities-relatedof which, Japanese non-securities-relatedof which, Foreign non-securities-related

142
39
43
25

11.35%
11.26%
14.97%
16.52%

23.05%
27.62%
18.76%
14.28%

3.68%
1.12%
23.94%
64.72%

13.39
36.39
3.33
1.79

Notes: Return on equity＝Operating profit/Net assets＝(1)×(2)×(3)(1) Operating profit on sales＝Operating profit/Net operating income (2) Turnover rate = Net operating profit/Total assets (3) Leverage＝Total assets/Net assets Difference in profitability is moreclearly reflected in a comparison by domestic or foreign and by business characteristics as well as
by Trading Participant or not.
Source: Calculated based on data issued by the Japan Securities Dealers Association.

junction with margin trading and lending fees on shares lent to customers,
lending fees on shares and bonds lent in conjunction with transactions otherthan margin trading (such as repos), collateral for shares or bonds borrowed,
interest, and dividends and other distributions on securities held in inventory;and (6) other fees and commissions, including those received in connection
with incidental or concurrent businesses, chiefly among them agency fees received from investment trust management companies for handling the payment of dividends and other distributions and fees from investment banking
customers for the provision of information and advice, etc., on best capital
policies and M&A opportunities.
On the other hand, expenditures of securities companies consist of (1) selling, general and administrative expenses (personnel expenses, rent and otherreal estate expenses, administrative costs, trade-related expenses, etc., and (2)financial expenses (interest and fees on brokers’loan and stock certificatesborrowed from securities finance companies, etc. in connection with margin
trading, interest and fees on brokers’loans and bonds borrowed in connection
with repos, interest on bank loans and outstanding bonds, etc.). Revenues
generated from the securities business are called“operating income.”Deducting financial expenses from that amount yields“net operating income,”
and net operating income less selling, general and administrative expenses iscalled“operating profit.”Nonoperating profit or loss is added to operating
profit to reach“current profit.”Profit or loss, if any, from the sale of investment securities or real estate holdings and losses due to capital contribution

260

Chap. XII Financial Instruments Business (Securities Business)

to affiliates, subsidiaries, etc. (such as nonbank lenders) are further added or
deducted as extraordinary profit.
When compared with the circumstances of 10 years ago immediately before the financial crisis triggered by the collapse of Lehman Brothers, commission income, particularly from brokerage commissions, has slumped considerably. Underlying fees that account for 15% of commission received
pertain to investment trust sales for the most part.“Other fees and commissions”form the largest source of income today, while“other operating income”that represents income from operations other than the securities business is also on the rise. The trend is evident namely for brokers that are notmembers of the TSE accounting for nearly half of the operating income. Major components are advice fees for M&A, etc., intermediary fees for OTC
derivatives, etc., agency commission for investment trusts, fees for investment trust management, investment advisory fees for discretionary investment contracts, business tie-up fees, and foreign exchange margin trading
commission.
As mentioned in Section 3, a total of 68 Japanese and foreign investment
managers, fund and securitization structuring managers, FX specialists, etc.
have entered the market. Most of these players are not members of the TSE.
It appears that there is a growing diversity in the types of businesses handled.
8. Financial Condition of Financial Instruments Business Operators(Securities Companies)
Reflecting—and because of—the uniqueness of their business, the balance
sheets of securities companies appear to be larger than they actually are. The
biggest items on their balance sheets are“loans against the collateral of securities”and“borrowings against the collateral of securities.”These are deposits made in connection with the lending and borrowing of securities (see section 6). Funds received from the borrower of a bond or other security tosecure them are treated as borrowings, while funds deposited with the lenderof a bond or other security to secure them are treated as loans. The trading
instrument is one that arises from the dealing of securities, and a net long position in cash securities (securities held for trading purposes) is entered on
the debit side, and a net short position is entered on the credit side of the balance sheet. Derivatives (futures, options, and swaps) are marked to market,
and unrealized gains are entered under the item of derivatives transactions on
the debit side and under unrealized losses on the credit side. In case a transaction was not settled after execution, an amount equivalent to the value of
securities sold is entered under the item of collateral account on the debit
side, and an amount equivalent to the value of securities purchased is enteredChap. XII Financial Instruments Business (Securities Business)

Table XII-11.

261

Major Accounts of Securities Companies in Japan (256 firms) as ofMarch 31, 2017
AssetsCash and deposits
Deposit(Segregated customer asset trust)
Trading products(Trading securities, etc.)(Derivatives trading)Collateral-for-contract account
Assets for margin tradingIn ¥ millions

Liabilities and capital

8,543,446
5,884,576
5,194,142
42,444,604
27,477,769
14,966,811
1,919,389

Trading products(Trading securities, etc.)(Derivatives trading)Collateral-for-contract accountDebt on margin trading(Debt for margin trading)(Money received for securities
lent for margin trading)
3,246,971 Borrowings against the collateral of securities
2,653,892 Deposit received
593,026 Guarantee money received

In ¥ millions
31,452,408
17,571,136
13,881,257
699,011
1,366,273
429,219
936,997
68,387,879(Money lent for margin trading)(Cash collateral deposited to secure thesecurities lent for margin trading)
Loans against the collateral of securities

69,216,024 Short-term debt

13,968,423

Short-term guarantee money submitted

5,762,362 Total of current liabilities

127,233,563

Short-term loans
Total of current assets
Tangible fixed assets
Intangible fixed assets
Investment, etc.
(Investment securities)
Total of fixed assets
Total of assets

628,414 Long-term liabilities
138,799,349 Total liabilities
181,255 Total Capital
361,249 Capital surplus
1,233,677 Retained earnings
916,123
1,776,412 Total capital
140,575,892 Total of liabilities and capital

4,236,393
5,561,806

5,488,273
132,860,042
1,941,572
3,166,122
2,483,410
7,715,727
140,575,892

Source: Compiled from materials prepared by the Japan Securities Dealers Association. These figures exclude those of companies that have suspended their operations. Totals may not match sums.

on the credit side. Securities companies hold both long and short positions ina security for the purpose of speedy execution of customer orders involving
cash security, derivatives, or bond repos, as well as the pursuit of arbitrage
gains, and, instead of netting them out, they are required to adhere to thetrade-date accounting process with stringent risk management on a contract
basis.
Incidentally, a loan to facilitate margin trading is made in an amountequivalent to the amount required to make the margin purchase of a security
by a customer, and cash collateral is deposited with a securities finance company as a borrowed securities deposit. On the other hand, the cash for conducting margin trading is borrowed from a securities finance company, and it
is equivalent to the amount that needs to be paid to a customer for the securities sold on margin.
Securities companies are required to keep customer assets segregated from

262

Chap. XII Financial Instruments Business (Securities Business)

Table XII-12.

Capital-to-Risk Ratio of General Trading Participant Members of theTSE (92 companies) as of June 30, 2017
The minimum ratio
The maximum ratio
The median ratio
The average ratio

203.2%
1676.9%456.1%
513.5%

Distribution
Those in the range of
100% to 199%

0 company

200% to 299%

13 companies

300% to 399%

24 companies

400% to 499%

17 companies

500% to 599%

16 companies

600% to 699%

8 companies

700% to 799%

3 companies

800% or higher

11 companies

Source: Compiled from materials produced by the Tokyo Stock
Exchange.

Table XII-13.

An Outline of the Capital-to-risk Ratio Requirements for Type I Financial Instruments Business Operators (Securities companies)(Article 46-6, Paragraph 1 of the FIEA and Article 178 of the Cabinet Office Order on Financial Instruments Business, etc.)
Capital-to-risk ratio＝(non-fixed primary capital÷the equivalents of various risks)×100%
Non-fixed primary capital＝Tier I item (equity cap- Equivalents of various risks＝market risk + cusital) + complementary item (subordinated debt, al- tomer risk + fundamental risks
lowance)－deducted assets (fixed assets, etc.)
Market risk＝risk of loss that may arise from a fall in the prices of securities held by securities companies
Customer risk＝risk of a loss arising from the default by the other party to a transaction effected by securities companies
Fundamental risks＝risks that may arise in the ordinary course of business by mistakes made by members of the administrative department of securities companies
Note: Large companies having assets totaling more than ¥1 trillion are designated as“Special Financial
Instruments Business Operators”and are subject to primary capital regulations on a consolidated
basis (Article 57-2, Paragraph 1 of the FIEA; as of September 30, 2017, 20 companies) Amongsuch companies, since the shareholding companies of two groups—Nomura and Daiwa—correspond to the Designated Parent Companies prescribed in Article 57-12, Paragraph 1 of the FIEA
(capital ratio against the entire group including the parent company and fellow subsidiaries), they
are eligible for selecting the consolidated capital-to-risk ratio under the Basel III Accord.

Chap. XII Financial Instruments Business (Securities Business)

Table XII-14.

263

Orders Issued on the Basis of the Capital-to-Risk Ratio to Take a Prompt
Corrective Action

Capital-to-Risk Ratio
140% or lessRequired to notify the regulatory Art. 179 of the Cabinet Office Orderagencyon Financial Instruments Business,
etc.

120% or more

Obligated to maintain ratio at such a Art. 46-6, Para. 2 of the FIEA
level

Less than 120%

- Denial to accept a registration ap- Art. 29-4, Para. 1, Item (vi) of theplication
FIEA- Orders to change the method of Art. 53, Para. 1 of the FIEA
business and deposit its property

Less than 100%

Orders to suspend business for a pe- Art. 53, Para. 2 of the FIEA
riod of three months or lessLess than 100% and has Cancellation of registrationno prospects for recovery

Art. 53, Para. 3 of the FIEA

their own assets and to hold them in an outside trust (see section 11); thissystem is called“segregated customer asset trust.”
Ceilings on the ratio of individual products to the total net worth were used
to control risks. However, as new products have since increased and the lesson was learned from Black Monday of 1987 (the market crash on WallStreet), the industry and the authorities became painfully aware of the needto control risk on a total basis. At the same time, the International Organization of Securities Commissions (IOSCO) called for the international harmonization of securities regulations. Against this backdrop, securities companies
have been subjected to requirements for their capital-to-risk ratio. (The requirements were put into effect in 1990, and a law institutionalizing themwas enacted in 1992.)
As securities companies handle products whose prices fluctuate in themarket, their revenues are vulnerable to sudden changes in market prices.
Therefore, a framework of capital-to-risk ratio regulations was put into placeso that they can maintain their solvency and protect the interests of their customers even when the prices of their assets fall by providing for a sufficientamount of liquid assets against various risk contingencies.
9. Financial Instruments Firms Associations (1)The former Japan Securities Dealers Association was regarded as the Authorized Financial Instruments Firms Association under the Financial Instru-

264

Chap. XII Financial Instruments Business (Securities Business)

Table XII-15.

Principal Functions of the Japan Securities Dealers Association (JSDA)

With a view to facilitating the efficient operation of the financial instruments
market, the JSDA establishes various forms of self-regulatory rules applicable
to Financial Instruments Business Operators, etc. and endeavors to ensure thefairness and efficiency of trading of financial instruments. The principal rules
regulate: OTC trading in stocks and bonds, underwriting of securities, off-exchange trading in listed stocks, safe custody of securities, code of conduct of
directors and officers, internal control system of member companies, qualifications and registration of registered representatives, advertising of member
companies, solicitation and management of customers of member companies,
financial instruments intermediary service, segregation and management ofcustomers’assets, settlement of disputes with customers, and standardized accounting methods of securities-related businesses.
(2) Auditing, monitoring, and
The JSDA audits member companies to see whether they comply with the laws andself-regulating
regulations, the rules of self-regulation in carrying out business activities and other relevant rules and whether they have an adequate internal control system; monitors theoperation of member companies and checks to see whether they segregate customers’
assets; and takes actions to discipline member companies and their directors and employees who have violated the laws and the rules of self-regulation.
(3) Qualification tests, qualifica- The JSDA conducts qualification tests on registered representatives and on the persontion renewal training and nel in charge of management and control, and carries out training for the renewal ofregistration of registered rep- qualifications. (The administrative work relating to the registration of registered repreresentative
sentatives is commissioned by the prime minister.)(4) Settlement of securitiesConsultation regarding complaints concerning the business carried out by a member
related disputes through the firm or by Financial Instruments Intermediary Service Providers; and mediation of amediation of the JSDA and dispute between a member firm and a customer pertaining to securities transactions
the handling of trade-related (complaint handling and dispute mediation have been commissioned to the Financial
complaints of investors
Instruments Mediation Assistance Center (FINMAC), a non-profit organization).
(5) Services provided by the au- The organization provides services for the proper handling of personal information ofthorized personal informa- members of the JSDA as an authorized personal information protection organization
tion protection organization under the Act on the Protection of Personal Information.
In addition to general improvement of the securities market, such as a securities settlement reform, changes and amendments to the trading rules of the equity market, and measures to deal with new financial products (including new types ofinvestment trusts and securitization-related products), the JSDA performs the following market administration functions.
(6) Enhancement and improve- (i) JSDA establishes and reviews the rules concerning transactions and practices inment of the bond market
the over-the-counter market of bonds.
(ii) JSDA publishes Reference Statistical Prices (Yields) for OTC Bond
Transactions.
(iii) JSDA collects materials and compiles statistics concerning the bond market.
(7) Management of off-exchange (i) JSDA takes steps to ensure the fairness and efficiency of off-exchange trading in
trading of listed stocks
listed stocks and the protection of investors.
(ii) JSDA collects and publishes data on the volume of listed stocks traded off
exchange and publicly announces in real time price quotations, contract,and other information on listed shares traded on PTSs.
(8) The expansion of the green(i) JSDA manages green sheet and Phoenix issues (designation and cancellation).
sheet market(ii) JSDA publishes information concerning green sheet issues (corporate information of their issuers, quotations, and trading volume, etc.).
(iii) JSDA takes steps to improve the green sheet system and the unlisted securities trading system.
2. Services to promote the sound devel- (1) Investigates and studies the financial instruments market and publishes opinions (2)opment of financial instruments
Establishes a common platform for the securities market (3) Makes public statisticalbusiness and financial instruments material, etc., on the stock and bond markets (4) Disseminates knowledge about finanmarket
cial instruments, indexes, and markets and educates investors (5) Communicates andexchanges views with market-related organizations (6) Implements education andtraining programs (7) Supports actions to eliminate antisocial forces
3. International business andParticipates in international conferences, such as those of the International Council ofinternational exchange
Securities Association (ICSA), Asia Securities Forum (ASF), and International Organization of Securities Commissions (IOSCO), exchanges information with securities-related organizations of foreign countries, and promotes international exchange.
1. Self-Regulatory Operations(1) Drawing up and enforcing
self-regulatory rules

Note: The Self-Regulatory Organization is responsible for self-regulatory operations and market administration while the Securities Strategy Board is responsible for operations that promote the sound development of the securities market and the securities business.

Chap. XII Financial Instruments Business (Securities Business)

Table XII-16.

265

Permissible Forms of Business by Registered Representatives (JSDA
Rules: Article 2, Regulations Concerning Qualification and Registration,
Etc., of Sales Representatives of Association Members)

Class 1 Sales Representa- Sales representative who is authorized to engage in all acts of a sales repretive
sentative with the exception of designated over-the-counter transactions ofderivatives
Class 2 Sales Representa- Sales representative who is authorized to engage in all Acts of a Sales Reptive
resentative related to any securities with the exception of stock subscription
rights/warrants or covered warrants (excluding Acts of a Sales Representative related to securities derivative transactions or transactions in bonds
with options, and limited to the cases prescribed by the detailed rules regarding margin transactions)
Special Member Class 1
Sales Representative

Sales representative who is authorized to engage in all Acts of a Sales Representative related to the business of a registered financial institution (withthe exception of designated over-the-counter transactions of derivatives, financial instruments intermediary service of registered financial institution,or brokerage with written orders)Special Member Class 2
Sales Representative

Sales representative who is authorized to engage in all Acts of a Sales Representative related to transactions of public and corporate bonds, commercial papers, investment trust certificates, etc. (excluding Acts of a Sales
Representative related to securities derivatives trading or transactions inbonds with options)

Special Member Class 4
Sales Representative

Sales representative who is authorized to engage in all Acts of a Sales Representative related to“Specified Financial Instruments Business”(marketing of investment trusts and other specified acts of an insurance company orother financial institution)

Margin Trading Sales
Representative

Sales representative who is authorized to engage in all Acts of a Sales Representative by a Class 2 Sales Representative and acts of a sales representative relating to margin trading (including“when-issued”trading)Note: Qualification tests for Special Member Class IV Sales Representative and Margin Trading Sales
Representative are not performed (as of September 2017).

ments and Exchange Act (FIEA). Under the FIEA, an association is composed of Type I Financial Instruments Business Operators (excluding OTC
financial futures business operators) and must be authorized by the prime
minister (Article 67-2, Paragraph 2 of the FIEA). The association aims to ensure the fair and smooth sale and purchase of securities, etc., and to contribute to the protection of investors and to enable the establishment of a market
where over-the-counter securities are traded (Article 67, Paragraph 1 and 2).
The principal functions of the association are (1) to undertake self-regulatory
operations, (2) to undertake the financial instruments business and businesses
that contribute to the development of the financial instruments market, and(3) to promote international businesses and international exchange (see Table
XII-15). At present, the Japan Securities Dealers Association (JSDA) is the266

Chap. XII Financial Instruments Business (Securities Business)country’s only organization established as the Authorized Financial Instruments Firms Association under the FIEA.
In 1940, the government ordered securities companies to form one securities dealers association in every prefecture for the purpose of facilitating thewartime control of the securities market. After the war, the Japan Securities
Dealers Joint Association was established in 1949 as a national federation. In
1968, 33 associations were consolidated into 10, and a single national body,the JSDA, with the 10 associations as regional units, was formed. At present,
there are 9 regional associations: Hokkaido, Tohoku, Tokyo, Nagoya,
Hokuriku, Osaka, Chugoku, Shikoku, and Kyushu. (The regional associations of Kyushu and South Kyushu were consolidated into one in 1995.)
Since securities company scandals came to light, pressure to strengthen the
self-regulatory function of the JSDA has mounted, and the status of the JSDA
was changed from a public-service corporation under the Civil Code to a legal entity under the Securities and Exchange Act in 1992, and the Ministry of
Finance (currently, the prime minister) commissioned the JSDA to handle theregistration of registered representatives. This helped define the status of the
JSDA as a self-regulatory organization of the securities industry. In July
1998, the Bond Underwriters Association of Japan was consolidated into theJSDA, and in July 2004 the JSDA was reorganized into a structure consistingof the Self-Regulation Division, the Securities Strategy Division, and theGeneral and Administration Division. As the JASDAQ Securities Exchange
was established (see Chapter 11) in December 2004, the OTC securities market was closed, and the JSDA consolidated the Securities Information Center
under its wing in April 2005.
In September 2007, the JSDA became the association authorized under the
FIEA and established the Code of Conduct Committee in July 2011 to deliberate the code of conduct of member firms and make proposals. Handling of
consultation matters and complaints from users of securities transactions andmediation of disputes between users have been commissioned to the Financial Instruments Mediation Assistance Center (FINMAC), a non-profit organization, since February 2010.
Registered financial institutions under the provision of Article 2, Paragraph
11 of the FIEA (see section 12) joined the JSDA as special members in 1994.
As of September 2017, the JSDA had 264 regular members and 209 special
members (including 131 banks, 13 foreign banks, 39 shinkin banks (credit
unions), 11 life insurance companies, 4 property and casualty insurance companies, and 11 others).

Chap. XII Financial Instruments Business (Securities Business)267

10. Financial Instruments Firms Associations (2)Unlike the Securities and Exchange Act, the Financial Instruments and Exchange Act (FIEA) provides for the comprehensive regulation of a diverse
range of collective investment schemes (so-called funds) and investment trust
beneficiary certificate sales businesses. Self-offerings by funds, investment
trust beneficiary certificates sales businesses, and some other businesses aredefined under the FIEA as Type II Financial Instruments Businesses “( TypeII Businesses”). Because financial instruments, such as funds, etc., are nothighly circulated, the registration requirements for Type II Businesses are lenient, such that even individuals may register as businesses. The underlying
assets of funds, investment trust beneficiary certificates, and similar products
cover a wide range of real estate, specified instruments, and other assets.
Registered Type II Businesses, therefore, are not solely securities companies;
many real estate companies also have entered the market.
As a result, the number of registered Type II Businesses had risen to 1,167
as of the end of September 2017, exceeding by roughly four times the number of Type I Financial Instruments Businesses (securities business, financial
futures trading business, etc., hereinafter referred to as“Type I Businesses”).
The lax registration requirements, however, have resulted in lawsuits regarding the solicitation for self-offerings, etc., of funds and other incidents requiring administrative discipline because of legal violations.
To address such issues, the Type II Financial Instruments Firms Association was established in November 2010 and designated as a Certified Financial Instruments Firms Association (FIEA, Article 78, Paragraph 1). The association aims to contribute to the fair and smooth operation of Type II
Businesses as well as to their sound development and to investor protection.
It was set up taking into account the self-regulatory systems of the self-regulatory organizations (SROs) already in place for Type II Businesses, investment management business, investment advisory and agency business, etc.
Establishing an“authorized”association in Japan requires the authorization of the prime minister of Japan. But“certified”associations are granted
certification by the prime minister following their establishment. The Japan
Securities Dealers Association is the only“authorized”association in Japan’ssecurities market. The country’s“certified”associations, however, include
the Financial Futures Association of Japan; the Japan Investment Advisers
Association; The Investment Trusts Association, Japan; and, of course, theType II Financial Instruments Firms Association. The major difference between the two types of associations is that“authorized”associations are able
to establish and operate OTC securities markets (refer to section 9).
Other than that single difference,“authorized”and“certified”associations

268

Chap. XII Financial Instruments Business (Securities Business)

Table XII-17.

Numbers of Registered Financial Instruments Business Operators andRelated Financial Instruments Firms Associations

Business
Category

Number of
Related Financial Instruments Firms Associations
Registered Firms(as of September 30,
2017)Type I

291 (Authorized) Japan Securities 264 Regular members
Dealers Association(as of September 30, 2017)(Certified) Financial Futures 143 Regular members
Association of Japan(as of May 31, 2017)

Type II

1,167 (Certified) Type II Financial 447 Regular members
Instruments Firms Association (as of October 2017)

Investment advisory and agency
business

985 (Certified) Japan Investment 478 Investment advisory andAdvisers Association
agency members(March 2017)

Investment management business

359

273 Investment management
members (March 2017)(Certified) The Investment 99 Investment trust members
Trusts Association, Japan(October 2017)
80 REIT members(October 2017)

Total

2,802 (total numberof registrants)
1,953 (actual numberof firms)

Note: Of the 291 Type I businesses, 27 (FX specialists) are not members of JSDA, but have joined the Financial Futures Association of Japan. Because some firms are registered under multiple businesscategories and with multiple associations, the totals do not match the sum of the individual numbers.
Source: Produced using the Financial Services Agency’s“List of Certified Financial Instruments Firms
Associations”and“List of Registered Financial Instruments Business Operators”and data fromassociations’websites.
• In addition to the above, there are firms deemed to be Business Operators Engaging in Specially Permitted Business for Qualified Institutional Investors, etc. (the so-called firms handling funds for professional investors) that are not required to register, most of which are not members of any of the above Financial Instruments Firms Associations. (See the Financial Services Agency’s“List of Qualified
Institutional Investors and other Registered Special Business Operators.”
When one or more investor is a Qualified Institutional Investor and other investors (general investors)
number 49 or less among investors in a collective investment scheme (fund), under the Special Provisions Concerning Specially Permitted Businesses for Qualified Institutional Investors, the financial instruments firm is exempt from registration and may conduct management and self-offering of the fundby submitting notification of such to authorities. (Art. 63, Para. 1 and 2)
Reference: Essentially, firms or individuals with special investment skills have been allowed to participate in the market without registering and only a duty to submit notification of their businesses in orderto enable them to offer their superlative investment instruments to professional investors at low cost. Of
course, there are firms or individuals within this group that achieve excellent results and become members of one of the above associations, thereby being covered by self-regulatory rules. However, there arealso firms or individuals that clearly have gathered together one (1) Qualified Institutional Investor and
49 individual investors with the intention of using the provisions as a legal loophole to avoid registrationof a Type II business or investment management business. Hence the amendments to the FIEA for limiting subscriptions to affluent groups that satisfy certain conditions were promulgated in May 2015 andthen enforced in March 2016.

Chap. XII Financial Instruments Business (Securities Business)

269

carry out the same self-regulatory operations. The associations are responsible for (1) forming rules and regulations, (2) inspecting members to determine their state of compliance with laws and ordinances and self-regulation
rules, (3) disciplining members that have violated laws and ordinances andself-regulation rules, (4) resolving complaints and disputes involving members’businesses, (5) mediating conflicts about members’businesses, and (6)carrying out sales representative registration operations when so commissioned by the government authorities.
There are 1,953 firms registered under financial instruments businesses inJapan, with some firms being registered under multiple business categories
and some being members of multiple SROs. In addition, there are 2,190 organizations classified as Business Operators Engaging in Specially Permitted
Business for Qualified Institutional Investors, etc. that are not registered despite carrying out self-offerings of funds just like Type II Businesses (as ofend of July 2017). Since almost all of these Business Operators Engaging inSpecially Permitted Business for Qualified Institutional Investors, etc. were
not covered by self-regulatory rules, causing troubles to arise, rules were
strengthened under the amendment to the FIEA in 2015.
11. Investor Protection FundThe purpose of an investor protection fund is to protect the claims that general customers have on the securities companies they deal with. As we saw insection 1, the 1998 amendment to the Securities and Exchange Act changed
the licensing system of securities companies to a less-demanding registration
system for securities business, encouraging non-securities companies to enter
the securities market, and relaxed restrictions against conducting side business, liberalizing the lines of business that securities companies can undertake. And this created the need to take measures to protect investors from any
unforeseen loss that they may suffer from insolvency of the securities companies they deal with. The government instituted provisions in the 1998
amendment to the Securities and Exchange Act (the present FIEA) with aview (1) to preventing bankruptcy of securities companies, empowering the
Financial Services Agency to take a prompt corrective action on the basis of
the capital-to-risk ratio (Article 53 of the FIEA) (see section 8) and as aframework to protect investors in case the securities companies they deal
with went bankrupt; (2) to requiring securities companies to manage theircustomer assets separately (Articles 43-2 and 3); and (3) to establishing an
investor protection fund (Articles 79-20 through 80). In line with this, thelaw concerning the bankruptcy proceedings of financial institutions (Act on
Special Measures for the Reorganization Proceedings of Financial Institu-

270

Chap. XII Financial Instruments Business (Securities Business)

Source of funds

Compensation proceduresThose eligible for compensation

Table XII-18.

Investors Eligible for Compensation, Compensation Procedures, andSources of Funds of the Investor Protection Fund

(1) Eligible
persons(Art. 79-20,
Para. 1 of the
FIEA)“General Customer”who conducts a Subject Securities-related Transaction or a
Subject Commodity-related Derivatives Trading with a Financial Instruments
Business Operator that conducts the securities-related business or commodity-related exchange derivatives trading agency service, etc. (excluding a Qualified Institutional Investor, central or local government, or any other person specified bya Cabinet Order)(2) Scope ofcustomer assets
eligible forcompensation(Art. 79-20,
Para. 3)(i) Money or securities deposited as a margin for exchange transactions of derivatives, etc., or money or securities deposited as guarantee money for margin trading, etc.; (ii) money belonging to the account of or deposited by a customer withregard to a transaction pertaining to the Financial Instruments Business (such asadvance payment for purchase, proceeds from a sale that have not been withdrawn, etc.); (iii) securities (securities deposited for sale or held in safekeeping);and (iv) other customer assets specified by a Cabinet Order

Notice andrecognition(Art. 79-53 and79-54)

When the Fund receives a notice from a Financial Instruments Business Operator
or the Prime Minister, it shall recognize whether or not there is any difficulty forthe firm to perform the obligation to return or refund customer assets pertaining
to such notice.

Public notice of When a Fund has granted recognition to the effect that it is difficult for a notifying Financial Instruments Business Operator to perform the obligation to returnrecognition(Art. 79-55)
or refund customer assets (such a Financial Instruments Business Operator referred to as the“Recognized Financial Instruments Business Operator”), it shallgive a public notice that prompts the relevant customers to file a claim for the return or refund of their assets.
Payment ofclaims eligible
for compensation(Art. 79-57,
Para. 4)

A Fund shall, when having made a payment to General Customers, acquire
claims eligible for such compensation of the amount commensurate with its payment. The Fund shall collect the claims from the bankrupt Financial Instruments
Business Operator through bankruptcy proceedings.

Loans to a
“Notifying
Financial
Instruments
Business
Operator”(Art. 79-59)

When the financial position of a“Notifying Financial Instruments Business Operator”has deteriorated to such a point that, while it does not yet face difficulties
in returning and refunding customer assets, loans from the Fund could facilitate
expedited return or refund, the Fund may make loans to such“Notifying Financial Instruments Business Operator.”

Investor
Burden charges collected from member Financial Instruments Business OperaProtection Fund tors shall be the source of funds.
(Art. 79-64 and
79-65)
Borrowing(Art. 79-72)

Borrowings from financial institutions may be made with the approval of thePrime Minister of Japan and the Minister of Finance.

Chap. XII Financial Instruments Business (Securities Business)

Table XII-19.

271

Comparison Between New and Former Systems
Former System

New System

Name, Year of Estab- Entrusted Securities Indemnity Japan Investor Protection Fund (December
lishment
Fund (August 1969)
1998)
Underlying Entity

Incorporate foundation with Corporation defined under the Securities andno legal basis
Exchange Act (current Financial Instruments
and Exchange Act) (must be approved by thePrime Minister and the Minister of Finance)

Membership obliga- Voluntarily by each securities Compulsory membershiption
company
Contribution

Donation (subject to taxation)

Burden charges (tax deductible as expenses)

Limit of the amount ¥2 billion per bankrupt securi- ¥10 million per customer
as indemnity (Note) ties company
7 cases in and after May 1997 ・Minami Securities (went bankrupt in March
2000); indemnity amount of approximately(succeeded by the new fund in¥5.9 billion (including ¥2.4 billion returned
December 1998)
from bankruptcy trustee)・Marudai Securities (went bankrupt in March2012); indemnity amount of approximately¥170 million

Past records

Note: Up till March 2001, however, a special provision on full indemnity was available (Article 4 of Revision Provisions of the Securities and Exchange Act).

Table XII-20.

An Outline of the Investor Protection FundJapan Investor Protection Fund

Securities Investors Protection Fund

No. of members (at 235 companies (224 domestic and 11 46 companies (1 domestic and 45 foreignthe time the fundforeign-affiliated companies)
affiliated companies)
was established)
Scale of the fund¥30 billion at the time of establish- ¥10 billion at the time of establishment (¥3ment; ¥50 billion at the end of March billion in cash and ¥7 billion guaranteed)and ¥5 billion in cash and ¥5 billion guar2001
anteed after April 2001

Burden charge on
members

A fixed amount and a fixed rate ofburden charge (computed on the basisof the operating income and the number of registered representatives). The
total of annual burden charge is ¥4billion.

Remarks

The fund has taken over the compen- Members are required to have their books
sation service provided by the En- audited by outside auditors.
trusted Securities Indemnity Fund andits entire assets and liabilities.

1% of the customer assets, and a bankguarantee of an amount equivalent to 50%
of margin trading requirement. When thefund falls ¥1 billion or more short of ¥10billion, members are asked to contributean additional burden charge.

The two organizations were consolidated in July 2002 into the Japan Investor Protection Fund. As of
2017, there were 256 member firms and the size of the fund was approximately ¥57.3 billion (end of
March).

272

Chap. XII Financial Instruments Business (Securities Business)tions) was amended, and this amended law has become applicable to securities companies.
The system of the segregated custody of securities is designed to recover
the assets of customers in preference to other creditors of a security company
if it goes bankrupt by holding the cash and securities of its customers separately from its proper assets. It is done in two ways: (1) securities of its customers are managed separately and (2), with respect to a customer’s cash andsubstitute securities deposited with the securities company as collateral for
margin trading, etc., that are impossible to physically identify when they arerehypothecated, the securities company trusts in an outside account anamount equal to its customers’claim, net of their liability, to the securities
company (this is called the“customer segregated fund”). If this system of
separate management were strictly enforced, customers would not suffer any
unforeseen loss even if their securities company went bankrupt. However, therub is that the customer segregated fund is computed only once a week, andthe possibility of misappropriation of its customers’fund by a securities company cannot be ruled out.
Therefore, with a view to strengthening the protection of investors, investor protection funds were established as legal entities under the Securities andExchange Act (currently under the FIEA). To accomplish the above purpose,the investor protection fund (hereinafter referred to as the“fund”) will (1)pay a specified amount of money (up to ¥10 million per customer to insure
the repayment of his/her assets in the case of bankruptcy of a securities company and (2) make loans to securities companies to facilitate the prompt return of customer assets.
To enable the fund to provide such services, it is empowered by law to (1)perform any and all acts that are necessary to preserve customer assets heldby securities companies, (2) become a trust manager of securities companies,and (3) create an“Investor Protection Fund”to secure the necessary funds
and collect burden charges from its member companies. Members of the fundmust be Financial Instruments Business Operators. More than one investor
protection fund may be created, and securities companies (Type I Financial
Instruments Business Operators) must participate in one of them.
12. Securities Operations of Financial Institutions
In 1948, banking institutions were prohibited, in principle, from conducting
the securities business under Article 65, Paragraph 1 of the Securities andExchange Act. As the Banking Act did not explicitly authorize banking institutions to conduct certain business related to public bonds or brokerage withwritten orders, which were provided for as exceptions to the above prohibi-

Chap. XII Financial Instruments Business (Securities Business)

Table XII-21.

273

Balance of Investment Trusts, by Seller (as of September 30, 2017)(¥100 million)
Direct sales (investment
trust managementcompanies)

Securities companies

Banks (registeredfinancial institutions)

Stock investment trusts

629,355

68.3%

283,868

30.8%

7,871

0.8%

921,095

Bond investment trusts

130,782

99.6%

441

0.34%

3

0.0%

131,227

Total

760,13872.2%

284,310

27.0%

7,874

0.75%

1,052,322

Total

Note: These figures are only for publicly offered investment trusts. Given the introduction of a negativeinterest policy by the Bank of Japan, early repayment of MMFs continued, and the balance has
been zero since May 2017.
Source: Compiled from the statistics produced by The Investment Trusts Association, Japan.

Table XII-22.

Banking and Securities Joint Branch Offices and Financial Instruments
Intermediary Service of the Three Largest Financial Groups
Customer Introduction and Intermediary Services of Megabanks

Banks

Securities companies

Mizuho Bank, Ltd.

Mizuho Securities

Joint branch offices
Planet Booth 166 (March 2017)

The Bank of Tokyo-Mit- Mitsubishi UFJ Morgan Stanley Se- MUFG Plaza 26 (as of October 2017)
subishi UFJ, Ltd.
curities
Sumitomo-Mitsui Bank- SMBC Nikko Securities
ing Corporation

Customer introduction service (expanded to all branches from 2014)

Source: Compiled based on IR information, etc. of each company. The collaborative business between
Sumitomo-Mitsui Banking Corporation and SMBC Friend Securities were transferred and integrated with SMBC Nikko in 2011.
Contribution from Intermediary Business to the Retail Operation of Mitsubishi UFJ Morgan Stanley Securities (FY2017/3)(¥100 million)

Balance ofassets undercustody

Number ofoutstanding
accounts(in thousands)
325 (313)

Sale of stock
investment
trusts4,449 (5,430)

Individual
investor
government
bonds
143 (49)

Sale of retail
foreign bonds

Amount via
intermediary

31,552 (28,329)

6,984 (5,979)% of total

11.47% (11.06%) 24.73% (23.62%) 26.74% (26.16%) 5.14% (4.34%) 53.31% (49.19%)

Note: Balance of assets under custody and number of outstanding accounts figures are as of the end of
March 2017. Percentages are of total amounts. Assets under custody pertain to domestic sales divisions (including financial institutions). Figures below in parentheses are for the fiscal term ended
March 2016.
Source: Compiled from the databook provided for the FY2016 investor information meeting of the Mitsubishi UFJ Financial Group.

274

Chap. XII Financial Instruments Business (Securities Business)

Table XII-23.

Major Regional Bank-Affiliated Securities Companies

Parent bank
Name of company(investment ratio)

Year establishedYear established(or the year of
Parent bank(or the year of
Name of company
making it a(investment ratio)
making it asubsidiary)
subsidiary)

The Shizuoka
Bank Group(85.1%)

Dec. 2000

Daishi Securities
Co., Ltd.
The Daishi Bank,(former Niigata
Ltd. (47.0%)
Securities Co., Ltd.)March 2006

Senshu Ikeda
Tokai Tokyo
Securities Co.,Ltd.

The Senshu Ikeda
Bank, Ltd. (60%)

January 2013

Hachijuni
The Hachijuni
Securities Co., Ltd. Bank, Ltd. (100%)

April 2006

The San-In Godo
Bank, Ltd.

Gogin Securities
Co., Ltd. (100%)

August 2015

YM Securities
Co., Ltd.

Yamaguchi
Financial Group,
Inc. (60%)

July 2007

Toho Securities
Co., Ltd.

The Toho Bank,
Ltd. (100%)January 2016

The Joyo ecurities
Co., Ltd.

Joyo Bank, Ltd.

November 2007

Gungin Securities The Gunma Bank,
Co., Ltd.
Ltd. (100%)

July 2016

Hamagin Tokai
Tokyo Securities
Co., Ltd.

The Bank of
Yokohama, Ltd.
(51%)

July 2008

Hokuhoku Tokai
Tokyo Securities
Co., Ltd.

Hokuhoku
Financial Group,
Inc. (60%)

October 2016

Chugin Securities
The Chugoku
Co., Ltd.
Bank, Ltd. (81%)

June 2009

77 Securities Co., The 77 Bank, Ltd.
Ltd.
(100%)

January 2017

Hyakugo SecuriThe Hyakugo
ties Co., Ltd.
Bank, Ltd. (100%)

August 2009

Kyogin Securities
Co., Ltd.

Bank of Kyoto,
Ltd.

March 2017

Nishi-Nippon City Nishi-Nippon City
Tokai Tokyo
Bank, Ltd.
Securities Co., Ltd.
(60%)

May 2010

Okigin Securities
LimitedThe Bank of
Okinawa, Ltd.

March 2017

Chibagin Securities Co., Ltd.

January 2011

Hirogin Securities
Co., Ltd.

The Hiroshima
Bank, Ltd.

June 2017

Shizugin TM
Securities Co., Ltd.

The Chiba Bank,
Ltd. (100%)

Fukuoka Securities
The Bank ofCo., Ltd.
Fukuoka (100%)

April 2012

Iyogin Securities The Iyo Bank, Ltd.
February 2012
Co., Ltd.
(100%)
Source: Compiled based on websites of corporations and newspaper coverage.

tion (Article 65, Paragraph 2 of the Securities and Exchange Act), banking
institutions (except for trust banks, which could pass their customer orders on
to a securities company) did not conduct the securities business. Following
the issuance of massive amounts of JGBs since 1975, the government enacted a new Banking Act in 1981, explicitly authorizing banking institutions to
trade in public bonds, and it also correspondingly amended the Securities andExchange Act. Accordingly, banking institutions started selling public bonds
over the counter in 1983 and dealing in public bonds in 1984.

Chap. XII Financial Instruments Business (Securities Business)

275

Subsequently, the following services have been added to types of securities
businesses that banking institutions are allowed to provide: (1) brokerage fortransactions in bond futures trading (1988); (2) trading, etc., and involvementin private placement of commercial papers (CPs), foreign certificates of deposit (CDs), beneficiary certificates of mortgage bond trusts, etc. (1992); (3)handling of OTC derivatives of securities and public offerings of beneficiary
certificates of investment trusts (1998); and (4) securities agent business(2004; currently the financial instruments intermediary service). The registration system of securities companies and the system of authorizing certain securities businesses instituted in 1998 are also applied to banking institutions.
And banking institutions that have registered under this system are called“registered financial institutions.”The revised FIEA of 2007 redefined thescope of the securities business prohibited in principle as securities-related
businesses (section 1), no material changes to the provisions of law weremade (with the only change being the number of the article: Article 65, Paragraph 1 and 2 became Article 33, Paragraph 1 and 2 of the FIEA).
On the other hand, the 1992 Institutional Reform Law authorized banks,
securities companies, and trust banks to enter markets of one another throughsubsidiaries. Securities subsidiaries of banks were defined as“Specialized
Securities Companies”(Article 16-2, Article 52-23 of the Banking Act) andthe scope of their businesses was provided to include the“Securities-Related
Business”(Article 28, Paragraph 8 of the FIEA), incidental businesses (items(i) through (viii) in Article 35, Paragraph 1 of the FIEA) and notified businesses (Article 35, Paragraph 2). At first, with a view to preventing potential
adverse effects, the regulatory agency (1) restricted the scope of business thatthe securities subsidiaries of banks may conduct (i.e., the prohibition of stock
brokerage, etc.) and (2) required the installation of a firewall between securities subsidiaries and their parents.
The restrictions on the scope of business have been lifted in stages, and thestock brokerage business was also deregulated in October 1999. Restrictions
on the firewall were also eased in phases. In September 2002, the ban on
opening banking and securities joint branch offices was lifted. And in March
2005, banks were allowed to introduce customers to securities companies as
initial public offering (IPO) candidates (business-led service). In June 2009,
the joint position regulations prohibiting officers and employees of securities
companies and banks from working on both sides of the firewall were lifted,
allowing them to share confidential information of corporate customers aslong as the clients did not opt out of this arrangement. Recently, not only
megabank groups but also regional banks have been entering into financial
instruments intermediary service agreements with securities companies indeveloping joint banking and securities businesses through introducing customers, opening accounts and handling orders.

276

Chap. XII Financial Instruments Business (Securities Business)

13. Competition Structure of the Securities Industry
In the securities industry of Japan, given that the Big Four securities companies had commanded the largest share in all segments of the market and had
many small- and mid-sized securities companies as their affiliates (called), the structure of competition used to be characterized“keiretsu companies”
as the“Big Four oligopoly.”However, the Big Four oligopoly broke down in
the 1990s as (1) Yamaichi Securities went bankrupt in 1997; (2) Daiwa andNikko split up their companies into two divisions in 1998—the wholesale division (providing underwriting, M&A advisory, proprietary trading and otherservices to corporate customers) and the retail division (providing individual
investors with a brokerage service and offering the sale of investment trusts)(Daiwa later reintegrated the divisions); and (3) Nomura, Nikko (laterchanged name to Nikko Cordial), and Daiwa liquidated their holdings ofshares in their affiliates. Following an accounting scandal, Nikko Cordial
was acquired by Citigroup in 2007 and then was acquired by Sumitomo Mitsui Banking Corporation in October 2009 and became SMBC Nikko Securities.
The conventional business strategy of the former Big Four was to increase
their shares in the brokerage market and win the mandate as the lead manager
of equity financing by taking advantage of their share in brokerage. To
achieve such goals, they sought to build a nationwide network of branches,hire a large number of employees loyal to their company, and lure manymember companies of the stock exchanges under their umbrella. However, as
such strategy entailed huge costs and risks, only a small number of securities
companies could afford to pursue the strategy by providing full-line services(and by diversifying the sources of income thereby). In consequence, there
came into existence only a few big and integrated securities companies that
adopted the Japanese-style employment system with many affiliated brokers.
Their business strategies and management systems had played an important role during the rapid economic growth period as mechanisms nimbly
supplying large amounts of capital to cash-starved industries of the country.
As the years rolled on into the 1990s, however, the basic structure of the Japanese economy drastically changed, causing a mismatch between their business strategy and reality. The challenges facing today’s Japanese economy
are to improve the effectiveness of the use of funds to reorient the structureof its industries and to provide for the aging of its population. The roles the
securities industry is expected to play in the coming years are (1) to find andincubate emerging companies by promoting private equity investments; (2)to help legacy industries and incumbent businesses expedite their renovationand streamlining by advising them on the securitization of assets, M&A, andChap. XII Financial Instruments Business (Securities Business)

277

Chart XII-4. Mega-Bank Securities Subsidiaries and Independent Securities Companies
Mega-bank affiliations (keiretsu)

Independents

Mitsubishi UFJ Groupaffiliations

Mitsubishi UFJ Morgan Stanley Securities(60% owned by Mitsubishi UFJ Securities Holdings)

Mitsubishi UFJ Securities(securities subsidiary)(Former Bank of Tokyo→
Mitsubishi keiretsu)

Nomura Securities

Daiwa Securities

Merged in
Kokusai (former Nomura→ (Acquired shares in 1999)→ 2002
Merged inSecurities keiretsu)(Mitsubishi → October 2005 →(Mitsubishi
Securities)
Ryoko (former Mitsubishi→ Merged in 1999
UFJ
Bank keiretsu)
Securities)(becoming→
Tokyo-Mitsubishi
Dainana (former Bank of→
Personal Securities)
Tokyo keiretsu)(Former Sanwa Bank keiretsu)→

UFJ Capital Markets(securities subsidiary)

Universal (former Daiwa→
Securities keiretsu)
Sanwa Bank acquired
shares of Universal,
Taiheiyo (former Yamaichi
Taiheiyo, and→Securities keiretsu)
Daiichi in 1999.
→
The four securities
Daiichi (former Long-Termcompanies merged→
Credit Bank keiretsu)
to become Tsubasa
Securities in 2000.
Towa (former Sanwa→
Bank keiretsu)

BecameMitsubishi
UFJ Morgan
Stanley
Securities in
May 2010

Mito Securities→→

Merged in 2000
(Sakura Friend
Securities)

SBI Securities

Merged in 1999
(Meiko National
Securities)(Rakuten acquired DLJ Direct Securities
Rakuten Securities in July 2004, establishing its wholly
owned Rakuten Securities)
Monex Securities→

Acquired
Izumi
Securities
in 2004(Softbank acquired Ozawa Securities in
1999; Fides Securities, formerly Nissho
Iwai Securities, in 2005; and SBI
Securities (former World Nichiei
Frontier Securities) in 2007, folding
these into one company, and changed
the name to SBI Securities. In 2009,it acquired the business of Nihon
Investors Securities.)

Matsui Securities→

SMBC Nikko
Securities(changed namein April 2011)2018年１月両社は合併予定→
Merged in
2003
(SMBC
→
Friend→ Securities)

etc.

Online brokers (5 firms)

SMBC Nikko Securities (100% owned by SMBC)

National (former Matsushita→
Electric keiretsu)
Izumi (former Sumitomo
Life keiretsu)

Iwai Cosmo Securities (Iwai and Cosmo merged in May 2012)

Aizawa Securities→

Shin ei Ishino (former
Taiyo-Kobe Bank keiretsu) →Meiko (former
Sumitomo keiretsu)(Since 2010, absorbed Tamaki, Iida,
Ichiyoshi Securities Sasebo, Ise, Daihoku and Nishiwaki
securities firms in mergers)

Tachibana Securities(SMBC acquired business in2009 and merged Nikko Citi
Nikko Cordial Securities → (Was made a subsidiary in → Securities underwriting and2007 by Citigroup)
investment banking advisory
operations with its operations)
SMBC Friend Securities(100% owned by Sumitomo Mitsui Financial Group)
Yamatane (former
Mitsui Bank keiretsu)(Merged with Toyota Financial Services
Securities in April 2010)

Toyo Securities

Mizuho Securities (95.8% owned by Mizuho Financial Group)
Acquired management
Mizuho Securities
control of Norin Chukin →(securities subsidiary)
Securities in 2004
Merged in
Shin Nihon (former Industrial
2009
Bank of Japan (IBJ) keiretsu) →(Mizuho →Securities)
Merged in 2000→
(Shinko Securities)
MizuhoWako (former IBJ keiretsu) →Securities
andMizuhoInvestors
Mizuho Investors Securities (100% owned by Mizuho Bank)
Securities
merged in
Kankaku (former Daiichi
January 2013
Kangyo Bank (DKB) keiretsu) →(MizuhoMerged in 2000
Securities)(Mizuho Investors→ Absorbed
Kokyo (former→ Securities)
DKB keiretsu)
Taito in→
2001

Sumitomo Mitsui Groupaffiliations

Tokai Tokyo
Securities
Marusan Securities→(Ref.) Merged with the Investment Banking
Division of Morgan Stanley Japan
Merged in Securities
2002
(UFJ
Tsubasa
Securities)

Mizuho affiliations

Daito (former
Fuji Bank keiretsu)

Okasan Securities(Terminated business alliance with
Sumitomo Mitsui Financial Group in
2009, and acquired shares of the joint
venture Daiwa Securities SMBC
from the Financial Group (currently
Daiwa Securities Capital Markets))→

SMBC
FriendSecurities(sold its
collaborativebanking andsecurities
operations
to SMBC
Nikko
Securities
in 2011)

Kabu.Com(Acquired Saison Securities in 2001 andmerged with: Nikko-Beans in 2005,
Orix Securities in 2010, and Sony Bank
Securities in 2013)(In 2000, e-Wing Securities (former
Sanwa keiretsu) and Nihon Online
Securities (former Itochu affiliate)
merged, establishing Kabu.Com
Securities. Absorbed Me Net Securities
in 2005. Tokyo-Mitsubishi UFJ Bank
has a 44.87% share and Mitsubishi UFJ
Securities Holdings has 11.85%.)

278

Chap. XII Financial Instruments Business (Securities Business)other measures and by underwriting the securities they issue; and (3) to direct
household savings into the securities markets by offering investment advice
based on quality research and professional investment management services.
To accomplish this, it is necessary for securities companies to train and secure specialists by spinning off business divisions according to their specialties. What is more, the practice of maintaining an extensive network of affiliates no longer makes economic sense, and the shares of affiliates the parent
securities companies hold will have to be liquidated. Meanwhile, banks andother corporations that are keen to enter the securities business have bought
the shares that parent securities companies wanted to dispose of, and reorganization of the banking industry has resulted in the merger and consolidationof bank-affiliated brokers. Some brokers also have been bought out by the
management (MBO). The keiretsu of brokers, therefore, is no longer rigid.

CHAPTER XIII
Asset Management Service

1. Management of Individual Financial Assets
According to a survey by the Bank of Japan,“Comparison of the Flow ofFunds between Japan, the United States, and Europe,”at the end of March2017 individuals in Japan had ¥1,809 trillion worth of financial assets. Of
this amount, 51.5% was invested in cash and deposits and 16.8% in securities
investments. Compared with the United States and Europe, Japan’s individual
financial assets are heavily skewed toward cash and deposits more so thannot only the U.S. but also the Euro area, and thinly invested in securities. In
the 2016 survey by The Central Council for Financial Services Information,
45.7% of respondents said that they focused on“security”as their reason for
selecting financial instruments, while 24.7% said“liquidity.”Only 17.5% of
respondents said that they focused on“profitability.”Individual financial assets in Japan thus are mainly invested in low-risk bank deposits, with little
preference for more profitable securities. Certainly during Japan’s era of deflation, the heavy investment in bank deposits probably turned out to havebeen the right call. With, however, the introduction of an inflation target in
Japan and the implementation of massive quantitative easing to achieve thattarget, it is possible that the focus on safety carries with it the risk that thereal value of cash will erode because of inflation.
Under these circumstances, the government introduced a preferential tax
treatment investment system (NISA, a small-amount investment tax exemption scheme) in 2014 to promote the shift from“Savings to Investment.”
Subsequently in 2016, the tax deductible line was expanded from ¥1 million
to ¥1.2 million, and Junior NISA for the underaged was newly introduced.
Additionally in 2018, the installment-type NISA was launched. Furthermore,in 2017, the coverage of iDeCo (individual-type defined-contribution pension) which had been limited to self-employed persons and white collar
workers, etc. working for a company that does not have a corporate pension
plan, was widened to also include government employees, full-time housewives (househusbands), and white collar workers who work for a company
with a corporate pension plan.

280

Chap. XIII Asset Management Service

Chart XIII-1.

Composition of Household Assets (at March 31, 2017)
Insurance, pension
Investment
and fixed
Bonds trusts Stocks, etc. warranty Others total

Cash and depositsJapan(51.5%)(2.9%)(1.4%) (5.4%) (10.0%)
U.S.A(11.0%)(13.4%)(35.8%)(2.9%)(33.2%)

0

10

20($77.1 trillion)(31.2%)(5.6%)
EuropeArea(¥1,809 trillion)(28.8%)(18.2%)(3.2%) (9.2%)
30
40
50

(34.0%)

60

70

80

( 23.3 trillion)(2.3%)
90
100

Percentages of the total financial assets

Note: Others total is the remains after deducting Cash and deposits , Bonds , Investment trusts , Stocks, etc. ,and Insurance, pension and fixed warranty from total financial assets.

Source: Bank of Japan.

Table XIII-1.

Points of Focus When Selecting Financial Products<Households Holding Financial Assets>

(%)
2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

16.5

15.8

16.6

15.8

18.7

16.9

14.7

16.7

17.6

17.5

High return

13.7

12.6

13.8

13.2

13.8

12.1

9.8

11.7

11.9

12.1

Anticipated price increase in the
future

2.8

3.1

2.8

2.6

4.9

4.9

4.9

4.9

5.6

5.4

Profitability

Safety

46.5

45.7

44.9

48.4

48.0

46.7

47.0

45.7

46.1

45.7

Principal is guaranteed

28.4

28.7

30.1

29.8

30.3

28.7

29.6

29.5

29.3

29.9

Financial institution handling the
product is reliable and secure

18.1

17.0

14.8

18.6

17.6

18.0

17.4

16.3

16.8

15.8

Liquidity

28.1

29.4

30.9

28.5

23.7

24.7

25.0

25.1

23.1

24.7

Easy to convert to cash

6.3

6.7

5.3

4.5

4.6

5.3

5.9

6.0

6.0

6.7

Free to deposit/withdraw even insmall amounts

21.7

22.7

25.7

24.0

19.0

19.4

19.1

19.1

17.2

18.0

Product content is easy to understand

2.4

2.0

2.0

1.8

2.2

2.5

2.5

3.1

3.2

2.4

Others

4.1

4.5

4.3

4.4

5.4

6.7

8.5

7.9

8.5

7.9

No response

2.4

2.5

1.3

1.0

2.0

2.4

2.2

1.5

1.7

1.9

Source: The Central Council for Financial Services Information.

Chap. XIII Asset Management Service

281

Asset management companies include trust banks, life insurance companies, and discretionary asset management companies that manage the pension
and insurance reserves of individuals, i.e. people’s security for the future. Investment trust management companies are also asset management companies, handling investment trusts for individual financial assets. Either indirectly or directly, asset management companies play an important role infinancial asset formation by individuals in a society with low birth and mortality rates. These asset management companies also contribute to growth incorporate performances and to the sound development of the economy—and
therefore society—through the following two functions. To begin with, they
fulfill a role in achieving the efficient allocation of capital by supplying
growth companies with capital through the market. Furthermore, they engage
in stewardship activities to increase investment returns for customers andbeneficiaries on a medium- to long-term basis, thereby contributing to enhancing corporate value and promoting sustainable growth of investee companies.
2. Pension Fund Management
Japan’
s pension plan system is a three-tier system consisting of (1) a foundational national pension (basic pension benefits) common to all citizens supplemented by (2) employee pension plans (employees’pension insurance
system) for employees of private companies and government employees, and(3) corporate pension plans (employees’pension funds, defined-benefit corporate pension, and individual-type defined-contribution pension) for civil
servants and private-sector salaried employees. Of these plans, the national
pension and employee pension plans utilize a pay-as-you-go system that provides support shared among generations in the form of public pensions, while
corporate pension plans use a funding system in the form of private pensions.
Employees’pension funds comprise a substitutional portion received fromthe public employees’pension insurance system and their own fund termed
the“plus alpha”portion. In the past, the substitutional portion formed thecore of these funds. Following the bursting of the economic bubble in Japan,
however, difficult asset management conditions resulted in the substitutional
portion placing a heavy burden on employees’pension funds. Companies one
after the other reacted by either terminating the funds or returning the substitutional portion to the government and converting their funds to defined-benefit corporate pension, etc. At present, no new establishment is allowed. Defined-benefit corporate pension does not have this substitutional portion,
allowing for flexible system planning with the agreement of the labor force.
The individual-type defined-contribution pension plan differs from the previ-

282

Chap. XIII Asset Management Service

National Pension Funds

Structure of Pension System

Defined contribution pension(individual
type)

Chart XIII-2.

DefinedDefined Employee
contribution benefit pension
pensioncorporate funds(corporate type) pension(Substitutepart)

Employees Pension Insurance

National Pension (basic pension)

Dependent spousesof category-2
insured persons

Self-employedpersons, etc.

Private sector salaried workers
and Civil Servant, etc.

Category-3
insured persons

Category-1
insured persons

Category-2
insured persons, etc.

Source: Ministry of Health, Labor and Welfare.

Chart XIII-3.

GPIF’s Investment Assets and Portfolio Allocation (total reserve funds)(as of June 30, 2017)
Short-term assets
7.67%

Foreign stocks
23.91%

Foreign bonds
13.53%
Source: GPIF

Domestic bonds
30.48%

Domestic stocks
24.41%

Chap. XIII Asset Management Service283

ous pension system with fixed benefits (defined-benefit pension) in that thecontributed premium of each individual is clearly segregated, with pension
benefits being determined based on the total of a fixed premium and investment income.
The management of pension plans must be safe and efficient in the interestof protecting future benefits. With the exception, therefore, of a few largescale pension funds that manage investments in-house, asset management of
the pension fund is commissioned to outside investment companies. According to the 2015 fiscal year asset management survey by the Pension Fund Association, the allocation of corporate pension funds (employees’pension
funds and defined-benefit corporate pension plans) to asset managers wastrust banks, 50.5%; discretionary asset management companies, 25.8%; andlife insurance companies, 23.7%. By composition of fund assets, domestic
bonds accounted for 25.9%, domestic stocks for 11.7%, foreign bonds for
14.0%, foreign stocks for 13.4%, the general account of life insurance companies for 16.2%, and others for 11.6%.
The cumulative reserves of the national pension and employee pension
plans, which are public pensions, are administered and managed by the Government Pension Investment Fund (GPIF). By composition of fund assets of
GPIF (as of the end of June 2017), domestic bonds accounted for 30.48%,
domestic stocks for 24.41%, foreign bonds for 13.53%, and foreign stocks
for 23.91%. Although previously pension funds were managed primarily bydomestic bonds, steps are taken to promote diversified investment by investing also in stocks and foreign-denominated assets considering that the Japanese economy pulled out of deflation and domestic bond interest rates havedeclined to a low level.
3. Asset Management of Trust Banks
Entrustment occurs when (1) an entity (trustor) transfers its rights to property
to an entity that can be depended on (trustee) based on a trust or some otherlegal agreement and when (2) the trustee is enabled to legally manage anddispose of the entrusted property on behalf of the trustor or a third party(beneficiary). In the case of the entrustment of a fund-based company pension plan trust, for example, the company’s pension fund is the trustor andbeneficiary, while the trust bank is the trustee. Because the system is premised on the dependability of the trustee, trust banks have a duty of due careof a prudent manager, duty of loyalty, and duty of segregated asset management.
Trust banks can service pension funds in three different ways. They canmanage the funds at their own discretion (designated asset management-type284

Chap. XIII Asset Management Service

Chart XIII-4.

Trust Scheme

Trustee

Trust Contract orWill

Monitoring andSupervision
Trust Income

Transfer ofAssetsBeneficiary

Trustee

Administration and
Disposition

Fiduciary Duties andSegregation ofAssets, etc.

Trust Assets

Source: Trust Companies Association of Japan.

Chart XIII-5.

Fund-Type Company Pension Plan Trust Scheme① Employee pension fundcontract
Business

Employees andbeneficiaries

Employee contributions
Contributions by employer and employees

Company Pension Fund (Trustor and Beneficiaries)② Authorization③ Pension plan agreement

Ministry of Health,
Labor and Welfare
Source: Trust Companies Association of Japan.

Contributions by
employer andemployees
Trust Bank (Trustee)④ Pension plan benefitsChap. XIII Asset Management Service

285

trust) or not become involved in management without administering the assets (specified asset management-type trust), or be an intermediary trustee(general manager) representing the trustees and insurers in acting as the general manager for dealings with the trustor when the administration function iscommissioned to multiple trust banks and insurance companies.
The two main features of trust bank operations are the high proportions ofpooled asset management and passive investment policies in comparison
with discretionary asset management companies. Pooled asset management
combines the assets of multiple funds into one account. Compared with theindependent management of assets, where the assets entrusted by each fundare kept separate and investment is made in specific securities, etc., this system enables even small-scale funds to diversify their investments. Anotheradvantage is that the asset management fees and transaction costs are cheaper. On the other hand, with independent management it is easier to manage
assets according to the needs of each fund involved than it is with pooled asset management.
Passive management is an investment method that aims to achieve a returnin line with movement in a specified benchmark (index). In comparison withactive management, where a manager makes trading decisions based on theinvestment value of individual securities with the aim of outperforming abenchmark, passive management has the advantage of keeping trading turnover costs low as well as curtailing management fees because detailed research and analysis is not required for individual securities. Moreover, incontrast with discretionary asset management companies, trust banks’businesses encompass not only asset management but also fund administration.
With the relatively large assets under management and the amount of business involved, trust banks have two synergies of the economies of scale andthe economies of scope. These benefits combine to provide an advantage tothe client in terms of lower asset management fees. With passive management, on the other hand, clients can only expect benchmark asset performance. And there is such criticism that passive management gets a free rideon active management because of its little function of capital allocation.
4. Asset Management of Life Insurance Companies
Life insurance policyholders pay a premium based on the likelihood of theirliving or dying. There are generally two types of life insurance: mortality insurance that insures a policyholder against death and annuities that provide
for their livelihood in old age. Life insurance companies (insurers) accumulate the insurance premiums received from policyholders into a liability reserve to provide for future claim distributions and invest them. There are two286

Chap. XIII Asset Management Service

Table XIII-2.

Asset Composition(%)

Cash andCall loans
depositsMoneytrustsSecurities

Loans

Tangible
fixed
assetsOthersTotal
assets

FY2011

1.1

0.8

0.6

78.8

12.9

2.0

3.8

100.0

2012

1.0

0.8

0.6

80.7

11.7

1.9

3.4

100.0

2013

1.3

0.8

0.7

81.3

10.9

1.8

3.3

100.0

2014

1.5

1.0

0.9

81.5

10.0

1.7

3.3

100.0

2015

2.0

0.3

1.0

81.8

9.5

1.7

3.5

100.0

Figures excluding Japan Post Insurance Co., Ltd.
2011

1.0

0.8

0.8

78.4

12.1

2.8

4.1

100.0

2012

1.1

1.0

0.7

80.8

10.8

2.5

3.0

100.0

2013

1.0

0.9

0.7

81.8

10.3

2.4

2.8

100.0

2014

1.2

1.1

0.7

82.6

9.5

2.2

2.7

100.0

2015

2.0

0.3

0.7

82.9

9.1

2.1

2.8

100.0

Source: The Life Insurance Association of Japan.

Table XIII-3.

Composition of Securities under Management(100 millions of yen, %)Government
securities
AmountMunicipal
bonds

Corporate
bonds

Other
securities

Total% Amount % Amount % Amount % Amount % Amount %AmountStocksForeignsecurities

FY2011 1,412,757 54.9 131,630 5.1 253,429 9.8 147,444 5.7 469,267 18.2 161,074 6.3 2,575,603
2012

1,487,692 53.5 139,346 5.0 251,551 9.0 167,256 6.0 559,864 20.1 176,735 6.4 2,782,448

2013

1,498,157 52.6 140,089 4.9 248,959 8.7 180,299 6.3 614,509 21.6 168,303 5.9 2,850,317

2014

1,487,617 49.7 138,686 4.6 248,553 8.3 226,979 7.6 732,804 24.5 159,654 5.3 2,994,295

2015

1,485,684 49.4 135,178 4.5 253,634 8.4 198,130 6.6 786,531 26.2 146,074 4.9 3,005,235

Figures excluding Japan Post Insurance Co., Ltd.
2011

813,135 44.4

53,851 2.9 191,154 10.4 147,434 8.1 463,081 25.3 161,074 8.8 1,829,732

2012

922,966 44.9

52,361 2.5 186,713 9.1 167,246 8.1 550,842 26.8 176,735 8.6 2,056,866

2013

972,928 45.1

48,351 2.2 184,540 8.6 180,289 8.4 602,114 27.9 168,303 7.8 2,156,527

2014

1,006,752 43.2

43,127 1.8 182,028 7.8 226,969 9.7 712,990 30.6 159,654 6.8 2,331,523

2015

1,043,898 44.1

41,123 1.7 191,265 8.1 198,120 8.4 749,643 31.6 145,073 6.1 2,369,126

Source: The Life Insurance Association of Japan.

Chap. XIII Asset Management Service

287

types of accounts used to manage the investment of insurance premiums. The
general account guarantees the policyholder a certain fixed amount of benefits regardless of how the general account performs, while the special accountpolicies pay out benefits that vary based on asset management performance.
Under a general account life insurance policy, the insurer promises to pay
a certain amount of benefits, and the policyholder agrees to pay a premiumthat is commensurate with the promised benefit. The premium is computedon the premise of an assumed basic rate comprising such factors as assumed
mortality rate, assumed ratio of expenses, and assumed rate of return. Since
the assumed basic rate is set conservatively, a positive difference can occur
between the assumed and actual rate. When this happens, a portion of the
profit is returned to policyholders as a dividend.
According to the 2016 issue of Trends in the Life Insurance Business, published by the Life Insurance Association of Japan, of the total assets undermanagement by life insurance companies at the end of fiscal 2015, securities
accounted for 81.8%, while loans accounted for 9.5%. The recent trend has
been an increase in the amount of securities coupled with a decrease in loan
holdings. Looking at the breakdown of securities, Japanese government
bonds made up the greatest portion (49.4%), followed by foreign securities(26.2%, of which bonds accounted for 24.0% and equities 2.2%); Japanese
corporate bonds (8.4%); Japanese equities (6.6%); and Japanese municipal
bonds (4.5%).
In recent years, insurance companies have come to focus more on asset liability management (ALM) because of the introduction of mark-to-market
accounting and stricter regulations on solvency margins. Liability reserves,which account for most of insurance company liabilities, are superlong liabilities with a duration (average maturity) of more than 10 years. As such, intheir asset management strategies, the insurance companies have increasingly
favored investment in 20-year and other superlong Japanese government
bonds. On the other hand, insurance companies also are cautiously investingin stocks with a risk of high price volatility and foreign bonds which carry an
exchange rate risk. In addition, there is a trend toward using currency hedges
to avoid currency risk when investing in foreign securities.
Targeting group pension plans, special account insurance offers several options. In a policy with a Class 1 rider, the assets of multiple customers aremanaged as a pool based on the investment policies of the life insurancecompany. In a Class 2 rider policy, the assets of each customer in the groupare managed separately using investment policies that reflect the wishes of
the individual customer. Within a Class 1 rider policy, there also are balanced-type consolidated accounts for which the life insurer determines the
allocation among asset classes and separate designed investment accounts
that reflect individual customer preferences in asset allocation.

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Chap. XIII Asset Management Service

5. Asset Management of Discretionary Asset Management Companies
Discretionary asset management companies manage the assets of customers
based on a discretionary investment contract that gives those companies thenecessary authority to make investment decisions and investments on behalfof their customers. Among the major customers of these companies are institutional investors, such as public pensions, pension funds, financial companies, business companies, and sovereign wealth funds. Discretionary management companies can be considered the business sector where
liberalization and internationalization have progressed the most, even in thefinancial industry, which has low barriers to entry for non-financial or foreigncompanies. As a category for investment specialists, the asset managementcompany category includes investment trust management companies andfund managers that sell units in group investment schemes, such as venture
capital funds, as well as discretionary management companies.
The Japan Investment Advisers Association is a self-regulatory body forthe discretionary asset management industry. It is designed to protect investors by ensuring the fair and smooth operation of members’investment management business. It also contributes to the sound development of the investment management business and related matters. The investment management
industry’s business and other activities contribute significantly to the capital
market. In consideration of this important role, the association also works to
improve corporate governance by collecting and announcing information
about initiatives taken by members of the association in adopting the Stewardship Code, by forming study groups on the Stewardship Code, and by carrying out discussions and research.
A special feature of discretionary asset management companies in comparison with trust banks is the high proportion of active investment and customized asset management services that closely reflect the wishes of customers.
When commissioned to handle the management of assets, they leave the administration side of the business to trust banks and other financial institutions. Reacting to the pension plan fraud scandal in 2012 and other incidents,
trust banks are expanding and reinforcing their monitoring systems bystrengthening their independent party checking function and other measures.
Allocation of the assets of customers is done based on investment guidelines and other agreements determined through discussions with pension
funds and additional customers. Trends in recent years show that along withthe diversification of the investment needs of pension funds, these funds are
not limited to such traditional investment instruments as stocks and bonds
but also involve investments in the stocks and bonds of high-growth emerging countries and alternative investments that target absolute rather than rela-Chap. XIII Asset Management Service

Chart XIII-6.

289

Investment of Pension Assets by Discretionary Asset Management
Company

Pension fund,etc. customer

Discretionary
investment contract

Discretionary AssetManagement Company(asset management)

Tripartite agreement

Tokkin specified money trust

Trust bank(custody and management of assets)

Purchase/saleand delivery of
securities

Investment instructions
Placing orders

Table XIII-4.
Traditional discretionary
investment contract

Securities companies,
etc.

Scheme comparison
Real estate private
placement fundWrap AccountCustomer

Institutional investors

Fund

Individual investors

Investment
targetTraditional securities

Real estate trust beneficiary rights

Traditional securities

Managing Specialized management Specialized management Company concurrently
entitycompany
company
engaged in securities
business

tive returns, such as real-estate-related securities and hedge funds.
In addition to the aforesaid traditional discretionary investment services
for institutional investors as customers, schemes for real estate private placement funds as customers as well as the wrap accounts provided by securities
companies and trust banks for individual investors have also been attracting
attention in the last few years.

290

Chap. XIII Asset Management Service

6. Asset Management of Investment Trusts
Investment trusts are a type of collective investment scheme based on pooling small investments from many investors and have three significant features. First, they enable the diversification of small investments. Using investment trusts allows individual investors to lower their risk throughdiversification just the same as institutional investors even with small investments. For example, investment in an investment trust fund that has diversified its investments into no less than one thousand stocks and in 40 or morecountries starts from about ¥10,000. The second feature is that investment
trusts are managed by professionals. Building the optimum investment portfolio based on macroeconomic analysis as well as financial trends and stock
price analysis requires advanced knowledge, analytic capabilities, and investment technology. Through investment trusts, even individual investors canbenefit from the skills of professional fund managers. The third feature of investment trusts is transparency. The mark-to-market net asset value of theseinvestment trust funds is published on a daily basis, and Japanese laws have
beefed up disclosure requirements.
An investment trust with instructions from trustors is representative ofschemes adopted in Japan. Assets collected from investors (beneficiaries)
through subscriptions by distributing companies, such as securities companies and registered financial institutions, are managed by a trustor (investment trust management companies) and held in safekeeping and administeredby a trustee (trust banks).
When the investment trust system was first set up, government regulators
only approved investments in Japanese stocks. However, over the 60-year
history of the industry the investment regulations have gradually been liberalized, and today it is possible to create a truly wide range of investment instruments based on the products available. For example, by including shortterm financial instruments, they can structure investment trusts, such as
money reserve funds (MRFs), that mimic bank deposits. Furthermore, since
the approval of investment in real estate and commodities, individual investors can take a stake in office buildings, gold, oil, and other investments
through investment trusts.
Entry into the investment trust market has also been liberalized from alimitation to only approved companies associated with major securities companies to a registration system that requires only that companies meet certain
conditions. As a result, the industry has grown from only about 10 companies
at one time to over 100 investment trust management companies. Moreover,with the lifting of the bans on outsourcing asset management and on investing in a fund of funds, investment trusts can also indirectly offer their cus-

Chap. XIII Asset Management Service

Table XIII-5.

1999
2001
2007
2008

Securities companies begin investment trust management business
Investment trust management companies made independent of securities companies
Ban on inclusion of public bonds lifted (Bond investment trusts established)
Ban on inclusion of foreign securities lifted
Ban on use of forward exchange contracts lifted
Ban on inclusion of OTC-registered stocks lifted
Ban on use of derivatives for hedging purposes lifted
Foreign-affiliated investment management companies enter market
Bank-affiliated investment management companies enter market
Ban on use of derivatives for other than hedging purposes lifted (Bull/Bear funds established)
Exchange traded funds (ETFs) introduced
Ban on conducting both discretionary asset management and commissioned investment trust
management businesses lifted
Financial System Reform Law passed (Japanese Big Bank)
Deregulation converts investment trust management companies from licensing to approvalsystemBan on outsourcing asset management lifted
Ban on investment trusts being sold through banks on an agency basis lifted
Ban on fund of funds (FoFs) lifted
Real estate investment trusts (REITs) introduced
Further deregulation converts investment trust management companies from approval to registration system
Ban on inclusion of commodities lifted

Chart XIII-7.
Beneficiaries

Purchase/holding
Investors

The Structure of Investment Trusts with Instructions from Trustors
Distributing
companies
Handling ofsubscription

Sales/
Securities
firms
Redemption

TrustorTrustee

Instructions on
management,
etc.

Safekeeping,etc.

Distribution
Registered agreement

Investors

Sales/
financial
Redemption institutions

Investors

Sales/
DirectRedemption marketing

Source: The Investment Trusts Association, Japan.

Investment

Trust
agreement

Trust banks, etc.

1998

Trends in the Liberalization of Investment Trust Regulations in Japan

Investment trust
management companies

1951
1959
1961
1970
1978
1986
1987
1990
1993
1995

291

Investment

Investment

Main
investment
objectives
Securities

Real estate

Others292

Chap. XIII Asset Management Service

tomers access to the investment services of foreign asset management companies. Although sales were restricted to securities companies previously,
sales access points have been expanded through direct distribution by investment management companies and by agency sales by banks and other registered financial institutions.
7. Stewardship CodeGiven the Cabinet’s approval of the Japan Revitalization Strategy in June
2013, the Principles for Responsible Institutional Investors (Japan’s Stewardship Code) formulated by the Council of Experts Concerning the Japanese
Version of the Stewardship Code (secretariat placed in the Financial Services
Agency (FSA)) were announced in February 2014, and then in May 2017, arevised version was released.
The Stewardship Code defines the principles considered to be helpful for
institutional investors in fulfilling their stewardship responsibilities of enhancing the medium- to long-term investment return for their clients andbeneficiaries by increasing the investee companies’corporate value and sustainable growth through conducting“constructive dialog”based on in-depth
knowledge of the companies and their business environment. The Stewardship Code and the Corporate Governance Code serve as two wheels of a cart
so-to-speak, and in expectation that broad penetration and implementation ofthese two Codes will contribute to realizing effective corporate governancein Japan, over 200 institutional investors have also adopted the Stewardship
Code. The Stewardship Code is not a law or a legally binding regulation. It
also adopts a principles-based approach instead of a rule-based approach.
The Stewardship Code calls for the following three key actions to be taken
by institutional investors toward investee companies: (1) monitoring (Principle 3); (2) engagement (Principle 4); and (3) exercise of voting rights (Principle 5).
First, according to the Code, (1) institutional investors should monitor investee companies so that institutional investors can fulfill their stewardship
responsibilities with an orientation towards the sustainable growth of thecompanies. Monitoring should be performed continuously and effectively,
and should cover a variety of factors, including non-financial matters. Next,(2) engagement refers to having“purposeful dialog”with investee companies
in order to arrive at an understanding in common with investee companies
and work to solve problems. Institutional investors are expected to have aclear policy in advance on how they design dialog with investee companies.
Further, (3) institutional investors should seek to exercise voting rights on all
shares held. In exercising their voting rights, they are expected to decide on

Chap. XIII Asset Management Service

Table XIII-6.

293

The Principles of the Stewardship Code

So as to promote sustainable growth of the investee company and enhance the medium- and long-term
investment return of clients and beneficiaries,
1. Institutional investors should have a clear policy on how they fulfill their stewardship responsibilities, and publicly disclose it.
2. Institutional investors should have a clear policy on how they manage conflicts of interest in fulfilling their stewardship responsibilities and publicly disclose it.
3. Institutional investors should monitor investee companies so that they can appropriately fulfill theirstewardship responsibilities with an orientation towards the sustainable growth of the companies.
4. Institutional investors should seek to arrive at an understanding in common with investee companies
and work to solve problems through constructive engagement with investee companies.
5. Institutional investors should have a clear policy on voting rights and disclosure of voting activity.
The policy on voting rights should not be comprised only of a mechanical checklist; it should be designed to contribute to the sustainable growth of investee companies.
6. Institutional investors in principle should report periodically on how they fulfill their stewardship responsibilities, including their voting responsibilities, to their clients and beneficiaries.
7. To contribute positively to the sustainable growth of investee companies, institutional investors
should have in-depth knowledge of the investee companies and their business environment and skills
and resources needed to appropriately engage with the companies and make proper judgments in fulfilling their stewardship activities.

the vote in light of the results of the monitoring of investee companies andthe contents of dialog with them. Institutional investors should also have aclear policy on voting rights and publicly disclose it.

CHAPTER XIV
Securities Taxation

1. Transitions in Securities Taxation (1)Basically, the income tax system of Japan is based on comprehensive taxation (taxation on the total income). It traces its origin to a recommendation
made soon after the war by the Shoup Recommendation on Japanese Taxation. Under the Shoup taxation system enforced in 1950, not just interest anddividends but also capital gains from sales of securities (the whole amount ofa capital loss from the sale of securities was deductible) were subject to comprehensive taxation. After the end of the Allied military occupation, however,the Japanese government authorized separate taxation on interest and exempted from tax, in principle, capital gains from the sale of securities primarily from a policy standpoint to encourage accumulation of capital—with theresult that the ideal of comprehensive taxation on income has disintegrated
rapidly. And it was a sweeping reform of the taxation system carried out in
1987–1989 that helped the basic framework of the present income tax systemtake shape. At that time, the structure of income taxation was changed fromone consisting of 15 brackets (10.5%–70%) to a flat one consisting of fivebrackets (10%–50%), and the financial income taxation system was overhauled thoroughly, including the uniform separate withholding taxation oninterest income; the abolition of the tax-exempt savings system, in principle;
and separate taxation, in principle, on capital gains from the sale of securities. The structure of income tax rates was amended to 4 brackets (10%–37%) in the fiscal 1999 tax reform and to 6 brackets (5%–40%) in the fiscal
2006 tax reform. In the fiscal 2013 tax reform, from the perspective of correcting income disparity and reviving the income redistribution function,
starting with income tax for 2015, the rate for taxable income in excess of¥40 million was set at 45%. Based on the fiscal 2016 tax reform, the basic
corporate income tax rate was reduced to 23.4% from the existing 23.9% in
FY2016, and will be further reduced to 23.2% in FY2018. As a result, the tax
rate for national and local combined (the effective corporate tax rate) will be
29.74% in FY2018.
Looking at major trends in Japan’s securities taxation system during theChap. XIV Securities Taxation

Table XIV-1.
Year

295

Securities Taxation Evolution Timeline (1949－2002)
Major amendments

1949 Shoup recommendation1950 A comprehensive taxation of interest, dividends, and capital gains from the sale ofsecurities is enforced.
1951 The optional separate withholding tax (50%) on interest is revived.
1952 The withholding tax on dividends (20%) is revived.
1953 Securities capital gains are exempted from income tax, in principle.
The securities transaction tax is instituted (0.15% of the value of stock transaction).
A uniform separate withholding tax on interest (10%) is instituted.
1954 The withholding tax on dividends is reduced (from 20% to 15%).
1955 Interest is exempted from income tax.
The withholding tax on dividends is lowered (from 15% to 10%).
1957 The separate withholding tax only on interest on short-term savings is revived (10%).
1959 The separate withholding tax on interest on long-term savings is revived (10%).
1961 Securities capital gains tax is levied on certain large-lot transactions.
1962
1963 The withholding tax rate on interest and dividends is lowered (from 10% to 5%).
1965 The withholding tax rate on interest and dividends is raised (from 5% to 10%).
The system of not requiring declaration and the optional separate withholding tax on
dividends (15%) are introduced.
1967 The withholding tax on interest and dividends is raised (from 10% to 15%).
The optional withholding tax on dividends is raised (from 15% to 20%).
1969
1970
1971 The optional separate withholding tax on interest (20%) is revived.
1973 The optional withholding tax on interest and dividends is raised (from 20% to 25%).
The securities transaction tax is raised (from 0.15% to 0.3%).
1976 The optional withholding tax on interest and dividends is raised (from 25% to 30%).
1978 The withholding tax rate on interest and dividends is raised (from 15% to 20%).
The optional withholding tax rate on interest and dividends is raised (from 30% to
35%).
The securities transaction tax is raised (from 0.3% to 0.45% for stocks, etc.).
1981 The securities transaction tax is raised (from 0.45% to 0.55%).
1984
1987 A sweeping tax reform
1988 - The maruyu system is abolished, in principle.
1989 - Uniform separate withholding tax on interest (20%) (products similar to financial
instruments are also subject to the uniform separate withholding tax).
- Securities capital gains are taxed, in principle (introduction of a separate withholding tax of 1% of the stock transaction value).
- The securities transaction tax is lowered (from 0.55% to 0.3%).
1995

Income tax brackets
8 brackets (20%－55%)

11 brackets (15%－65%)

13 brackets (10%－70%)
15 brackets (8%－75%)

16 brackets (10%－75%)
19 brackets (10%－75%)(The taxable income applicableto tax rate brackets is raised in1971 and again in 1974.)

15 brackets (10.5%－70%)
12 brackets (10.5%－60%)
5 brackets (10%－50%)(In 1995, the taxable income
applicable to tax rate brackets is
raised.)1996 Securities capital gains tax is normalized (from 5% of deemed capital gains to
5.25%).
The securities transaction tax is lowered (from 0.3% to 0.12%).
1998 The securities transaction tax is lowered (from 0.12% to 0.06%).
1999 The securities transaction tax is abolished.
4 brackets (10%－37%)
2001 A tax exemption system is launched for small-amount capital gains from the sale ofstocks held long term (abolished after the 2003 tax system reform).
An emergency investment tax break is established.
2002 The special account system is established (implemented January 2003).

296

Chap. XIV Securities Taxationlate 1990s and early 2000s, the government built taxation systems for stock
options, specific-purpose companies, and corporation type investment trusts
in 1998. Effective April 1999, it abolished the securities transaction tax andthe exchange tax (imposed on futures and options trading), which had long
been issues of concern. Further measures followed with the enhancement of
the Angels Taxation System in 2000 and the introduction of the tax-exemption system for profits on small sales amounts of stocks being held for thelong term (a ¥1 million special tax exemption on stocks, etc., held for one
year or more) and an emergency investment tax break (a tax exemption on up
to ¥10 million of principal) in 2001. The establishment of the special accountsystem was included in the tax revisions for fiscal 2002 and launched on January 1, 2003. During the same period, the government reorganized its smallamount tax-exemption system for small-sum savings of the elderly, etc.
(Maruyu savings system for the elderly, etc.), converting it into a smallamount, tax-exemption system for persons with disabilities, etc.
2. Transitions in Securities Taxation (2)Since 2003, the reforms in the securities taxation system have focused mainly
on revisions in the preferential tax system for dividends and capital gains onlisted stocks, etc., expanding the scope of offsetting losses against gains, andrevisions concerning the systems of non-taxables.
Table XIV-2.
Year

Securities Taxation Evolution Timeline (Since 2003)
Major amendments

2003 Non-declaration system is introduced for dividends and capital gains of listed
stocks, etc.
The tax exemption system for small-amount capital gains from the sale of stocks
held long term is abolished2004 Preferential tax rate on dividends and capital gains from publicly offered stock investment trusts is introduced
Tax rate on capital gains is reduced from the sale of unlisted stock (from 26% to20%).
2007 The expiration date of application for a preferential tax rate is extended for a year
for dividends and capital gains of listed stocks, etc.
2009 Mechanism is introduced enabling netting of dividends and capital gains and losses
from listed stocks, etc.
Preferential tax rate on dividends and capital gains of listed stocks, etc. is extended
for three more years
2011 Preferential tax rate on dividends and capital gains of listed stocks, etc. is extended
for two more years
2014 Nippon Individual Savings Account (NISA) is introduced
2015
2016 Tax system for bonds, etc. is changed and scope of profit and loss netting expanded
Junior NISA is introduced
2017 Installment-type NISA is introduced (from 2018)

Income tax brackets

6 brackets (5%－40%)

7 brackets (5%－45%)

Chap. XIV Securities Taxation

297

Chart XIV-1. Conceptual image of Dollar-Cost Averaging NISA
Nontaxable period: 20 years

Dollar-Cost Averaging NISA annual
investment limit (2018−2037)

Year Year Year Year Year
Investment 12345start year
JPY
Nontaxable period (20 years)
2018 400,000
2019
2020
2021

2037

Year Year Year Year Year
20
21
22
23
24

Year
39

JPY
400,000
JPY
400,000
JPY
400,000

Upper limit nontaxable investment:
JPY 8,000,000(on annual investment: JPY 400,000)

JPY
400,000

Source: Website of the Financial Services Agency (FSA)

In terms of the revisions relating to the preferential tax rate, in the fiscal
2003 tax reform, the government introduced a non-declaration requirement
system that imposed only a fixed withholding tax of 20% (15% in income tax
and 5% in local inhabitant tax) on dividends and capital gains from listed
stocks, etc., and distributions of gains from publicly offered stock investment
trusts. At the same time, the government introduced a preferential tax rate of
10% on a limited-time basis. In the fiscal 2004 tax reform, the government
extended this preferential tax rate to cover taxable gains from publicly offered stock investment trusts. Then in the fiscal 2007 tax reform, the government carried over the preferential tax treatment for dividends and capitalgains from listed stocks etc., for another year. Furthermore, in the fiscal 2008
reform, with a view to abolishing the preferential tax rate at the end of 2008
and to transition smoothly into the new system, the government implemented
a special measure of applying the preferential tax rate on capital gains of no
more than ¥5 million and dividends of no more than ¥1 million for two years
in 2009 and 2010. However, the fiscal 2009 tax reform extended the preferential tax rate to December 31, 2011, and the tax reform for fiscal 2011 extended it another two years. To help fund the restoration of the areas strickenby the Great East Japan Earthquake, a special income tax for reconstruction
is being levied from 2013 to 2037.
Looking at the trend in the scope of allowing netting of losses against

298

Chap. XIV Securities Taxation

gains, the fiscal 2003 tax reform made it possible for investors to offset losses on redemptions (termination of agreement) of publicly offered stock investment trusts on equities, etc., for the year. The fiscal 2004 tax reform added a tax deduction carryforward system (three years) for capital losses on
publicly offered stock investment trusts. To reduce the risk of investing inequities for individual investors, the fiscal 2008 tax reform also added amechanism allowing investors to offset capital losses on listed stocks, etc.,
against dividends beginning in 2009. Although the application of this mechanism was limited to investors who chose to separately declare their dividend
income from listed stocks, etc. in 2009, it became possible to also do so using an income tax withholding account from 2010. Furthermore, the fiscal
2013 tax reform enforced changes to the taxation method for bonds, etc.,
making it possible to offset income against losses for interest and capitalgains on specified bonds, etc., and income from listed stocks starting in 2016.
The revision concerning a tax exemption system introduced NISA in 2014,
followed by the introduction of Junior NISA in 2016. Further, a Dollar-Cost
Averaging NISA will be introduced in 2018 (see section 8). Meanwhile, thescope of persons eligible to apply for individual-type defined-contribution
pension plan has been widened from 2017 (see section 11).
3. Taxation of Interest
Under the fiscal 2013 tax reform, changes were made to the taxation system
regarding interest income to go into effect in 2016. The outline of the current
system is as follows. The method of separate taxation on the basis of self-assessment or non-declaration is applied for interest on specified bonds andprofits distributed by publicly offered bond investment trusts and investment
trusts managing publicly offered bonds, etc. after paying a 20% withholdingtax (20.315% including the special income tax for reconstruction). Specified
bonds are certain bonds and bond investment trusts, such as government
bonds, local government bonds, foreign government bonds, publicly offeredbonds, and listed bonds. Interest on deposits and savings, and bonds otherthan specified bonds and profits distributed by jointly invested trust accounts
and privately placed bond investment trusts are treated, in principle, as interest income, and is subject to a withholding tax at a rate of 20% (20.315% including the special income tax for reconstruction) separately from other income.
Discount bonds may be categorized into two types from the perspective oftaxation on redemption gain. One is subject to an 18% separate withholdingtax (18.378% including the special income tax for reconstruction) on the discount portion (redemption gain) at the time of issuance. Note, however, that

Chap. XIV Securities Taxation

Table XIV-3.
Classification

299

Interest Taxation System
Outline・Interest on specified bonds
・Profits distributed by publicly offered Separate taxation on the basis of self-assessment or no decbond investment trusts and investment laration necessary
trusts managing publicly offered bonds, (20% withholding tax including 5% inhabitant tax)
etc.
・Interest on deposits and savings
・Interest on bonds other than specified
bonds (Note 1)
Separate withholding tax
・Profits distributed by jointly managed (20% including 5% inhabitant tax)
investment trusts and privately placedbond investment trusts

Tax-exempt savings system

・Tax-exempt interest income earned from a small-amountdeposit by persons with disabilities, etc. (on principal of
up to ¥3.5 million)
・Tax-exempt interest income earned from a small-amountinvestment in public bonds by persons with disabilities,
etc. (on principal of up to ¥3.5 million)
・Tax-exempt system for the workers’property accumulation savings for house construction plan and the workers’property accumulation savings plan (on principal of
up to ¥5.5 million)

Note: 1. Excluding interest on corporate bonds issued by a family company the payment of which is received by a corporate executive, etc. of the family company.
2. Special income tax for reconstruction is levied from 2013 to 2037.

discount bonds issued by the Trans-Tokyo Bay Highway Corporation and theOrganization for Promoting Urban Development are subject to a 16% separate withholding tax (16.336% including the special income tax for reconstruction). The other type of discount bonds is basically subject to separate
taxation on the basis of self-assessment at the time of redemption.
Tax-exempt systems of interest income include the tax-exempt smallamount savings system for persons with disabilities, etc. and the tax-exempt
system of interest income for workers’property accumulation savings plan(tax-exempt system for property accumulation).
The tax-exempt small-amount savings system for persons with disabilities
includes a tax-exempt system for interest income on small-sum savings for
persons with disabilities (Maruyu savings for persons with disabilities, etc.)
and one for interest income on small-amount public bonds for persons withdisabilities (special Maruyu for persons with disabilities, etc.). Both of thesesystems have an upper limit of ¥3.5 million for tax-exempt principal, making
earnings on a total of up to ¥7 million in principal tax free when both typesof systems are used. The government abolished the previously available tax-

300

Chap. XIV Securities Taxation

Table XIV-4.

The Status of Taxation on Interest Income, Etc. (2015)(millions of yen)Classification

Amount paid

Taxable amount

Withholding tax
amountPublic bonds

10,188,814

240,952

36,879Corporate bonds

3,326,196

781,598

118,811

Deposits (Banks)

691,557

572,265

87,029Deposits (Others)

608,275

360,126

54,859

Jointly invested trusts

22,902

13,7702,084
12,201

Bond investment trusts

86,30680,984

Redemption gains from discount bonds

28,00228,002

5,141

Others667,682

605,882

113,165

Total

15,619,734

2,683,577

430,169

Notes: 1. Taxable amount includes not only that paid to individuals but also that to corporations.
2. As fractions were rounded to the nearest whole number, the figures may not add up to the actual
total amounts.
Source: Compiled based on the data available on the website of the National Tax Agency of Japan.

exempt system for interest income on postal savings for persons with disabilities, etc., after the privatization of postal services. Now qualified persons
with disabilities include persons with a physical disability certificate, wivesof insured persons receiving survivors’basic pension benefits, and recipientsof widow’s pension benefits.
The tax-system for property accumulation includes the workers’property
accumulation savings for house construction plan and the workers’property
accumulation savings plan. These savings are designed to encourage workers
below 55 years of age to buy houses and stabilize their retirement lives, andthe interest on combined principals of ¥5,500,000 or less would be nontaxable. However, the workers’property accumulation savings plan investing inlife insurance and property insurance, etc., have a nontaxable upper limit of¥3,850,000.
4. Taxation of Dividends
In principle, not taking into consideration the special income tax for reconstruction, the balance of dividends, distributions of gains from publicly offered stock investment trusts, and other applicable income earned by stockholders or investors after the payment of a 20% withholding tax (15% inChap. XIV Securities Taxation

Table XIV-5.

301

An Outline of Dividend Income Taxation

Classification

OutlineDistributions from publicly offered stock invest- ・Comprehensive taxation
ment trusts, etc.
(may apply tax credits for dividends)(5% to 45% income tax; 10% inhabitant tax)
Dividend on listed stocks,(20% withholding (15% income tax; 5% inhabitantetc. (excluding large
tax))shareholdings) (Note 1)
・Select either separate taxation on the basis of selfassessment(20% (15% income tax; 5% inhabitant tax)) orwithholding tax (20% (15% income tax; 5%
Dividend of surinhabitant tax))
plus, dividend of(non-declaration is also possible)
profits, distribution of surplus, Other than above
etc.
Dividend paid at one time
is no more than:¥100,000×
Dividend computational period
12
Items below

Comprehensive taxation (tax credits for dividends)(5% to 45% income tax, 10% inhabitant tax)
(20% (20% income tax) withholding)No declaration necessary(20% (20% income tax) withholding)Notes: 1.“Dividends on listed stocks, etc. (other than those paid to large shareholders)”means those paid
to shareholders holding less than 3% of the outstanding shares of the listed company.
2. In addition, from January 2013 to December 2037, a 2.1% special income tax for reconstructionis levied against the amount of income tax as a time-limited measure.
Source: Based on the web site of the Ministry of Finance.

income tax and 5% in local inhabitant tax) is subject to comprehensive taxation. When comprehensive taxation is levied on dividend income, the Income
Tax Act allows the deduction of a certain percentage of dividend income (taxcredits for dividends) to avoid double taxation.
For distributions, etc., of gains on publicly offered stock investment trusts
and for dividends paid on listed stocks other than those paid on large shareholdings (those paid to a shareholder who holds 3% or more of the outstanding shares of a corporation), the payee of dividends has the option of adopting comprehensive taxation, separate taxation on the basis of self-assessment,
or non-declaration of dividend income (withholding tax only on their dividend income). For a limited period, stockholders and investors have enjoyeda preferential tax rate of 10% (10.147% in 2013) on this income. However,from 2014 to 2037, the rate will be 20.315%, after which a tax rate of 20%
will be applied. For a limited period, stockholders and investors have enjoyeda preferential tax rate of 10% (10.147% in 2013) even for separate taxationon the basis of self-assessment. However, from 2014 to 2037, the rate will be
20.315%, after which a tax rate of 20% will be applied. It was from 2009 thatchoosing the separate taxation on the basis of self-assessment became an op-

302

Chap. XIV Securities Taxation

Table XIV-6.

Taxation of Dividend Income (withheld at source) (2015)(millions of yen)Amount paid

Classification

TaxableamountTax-exempt
amountWithholding
tax amount

Dividends on profit or interest income, distribution of retained earnings, and dividends,
etc., / on interest on fund corporations

27,982,277

20,787,341

7,194,937

3,830,091

Distributions of profits of investment trusts
and investment trusts with specific investment purposes

3,402,506

2,604,133

798,373

398,830

Remittance to optional withholding tax account2,372,740

2,372,740－

362,772

Total

33,757,523

25,764,214

7,993,309

4,591,692

Notes: 1. Bond investment trusts and investment trusts managing publicly offered bonds, etc., are not included in“investment trusts.”
2.“Taxable amount”includes not only that paid to individuals but also that to corporations.
3. As fractions were rounded to the nearest whole number, the figures may not add up to the actual
total amounts.
Source: Compiled based on the data available on the website of the National Tax Agency of Japan.

tion. Moreover, from 2010, investors have been able to combine dividends,
etc., from listed stock, etc., in their withholding tax accounts. The term“listed stock, etc.,”refers to shares that are listed on domestic and foreign stock
exchanges and includes such shares as ETFs (exchange traded funds).
Meanwhile, dividends on stocks other than listed stocks (unlisted stocks)
and those received by large individual shareholders are subject to comprehensive taxation after paying a 20% withholding tax (20.42% from 2013 to2037). In this case, shareholders have the right to select the non-declarationof dividends paid at one time of no more than the amount derived by proportionally dividing ¥100,000 over the dividend-computation period. However,
local inhabitant tax is subject to comprehensive taxation.
Distributions of profit from publicly offered stock investment trusts aretreated as dividend income when investors opt for the comprehensive taxation method, entitling the investors to tax credits. However, the rate of deduction varies depending on the ratio of foreign currency denominated assets andnon-stock assets of the stock investment trust concerned. If the percentage ofeither foreign currency denominated assets or non-stock assets is over 75%,
the deduction of dividends is not allowed. For profits distributed by privately
placed stock investment trusts of the contractual type (see section 10 below),such dividends less withholding tax are subject to comprehensive taxation(dividends are deductible).

Chap. XIV Securities Taxation

303

For the purpose of computing the amount of dividend income, interest paid
on a debt incurred to acquire stocks, etc., may be deducted from the taxable
income. However, this is recognized only when the investor files a tax return.
5. Adjustment of Double Taxation Relating to Dividends
Profits generated by a business corporation through its business activities
should, basically, be returned to the owner of that corporation. However, corporate income is usually taxed twice: corporate income tax and individual income tax (dividend tax and capital gains tax). Considering that, ultimately, itis the individuals who have the duty of paying taxes, some adjustments haveto be made to avoid double taxation. This is the question of consolidating
corporate tax and an individual’s income tax. Ideally, all forms of double taxation of corporate income—be it retained earnings or dividends—should berectified. However, adjustments are chiefly made to the dividend portion.
The method employed to adjust for double taxation related to dividends
varies according to whether the recipients are individuals or corporations. In
the case of individual shareholders, a dividend tax credit system is appliedthat makes 10% of their dividend income (and 2.8% for inhabitant tax) deductible from their tax liability. However, in the case of those whose taxable
income exceeds ¥10 million, 5% of such part of their dividend income thatpushes their taxable income over and above ¥10 million (and 1.4% for inhabitant tax) is deductible. For instance, when individual shareholders have a total taxable income of ¥13 million (¥9 million in general income and ¥4 million in dividend income), they are entitled to a tax deduction of 5% of suchpart of their dividend income that pushes their taxable income over andabove ¥10 million, which is ¥3 million (=¥13 million－¥10 million), and
10% of other part of their income, which is ¥1 million. Therefore, they areentitled to a tax deduction of ¥250,000 (¥150,000 (=(¥13 million－¥10 million)×0.05)＋(¥100,000 (=(¥10 million－¥9 million)×0.1). Also, in regard
to dividends received by corporate shareholders, the scope of taxable income
was revised in the fiscal 2015 tax reform. As for investments in stocks with ahigh shareholding ratio, revisions were made to the criteria on shareholding
ratio, while the entire amount of dividends received on such shares were not
to be counted as taxable income. On the other hand, in regard to investments
in stocks, etc. with a low shareholding ratio, a new category was establishedand the ratio for not counting as taxable income was partially lowered.
In foreign countries, the imputation method has broadly been adopted as amethod to adjust for double taxation. The method of dividend-received deductions employed in Japan and the partial imputation method employed in
the United Kingdom are both types of imputation methods. Other methods

304

Chap. XIV Securities Taxation

Table XIV-7.

Adjustment of Double Taxation in Major Countries (individual stage)(As of January 2017)

Countries

Adjustment method

Remarks[When selecting no declaration necessary or separate taxation on thebasis of self-assessment]
No adjustment treatment

Japan

For dividends on listed stocks, etc., withholding at source
is applied, allowing an option of selecting no declarationnecessary and comprehensive taxation. In addition, since
capital losses on stocks can be offset against gains,separate taxation on the basis of self-assessment may also
[When selecting comprehensive be chosen.
taxation]
Dividend credit(dividend-received deduction
method)No adjustment treatment

A preferential tax rate similar to the capital gains tax is
applied to a certain level of dividend income at the individual shareholder level. The U.S. abolished the adjustment treatment for corporation tax and income tax at theindividual shareholder level in 1936.

Dividend-received partial deduction
method(£5,000 deducted from dividend
income of individuals)

Although partial adjustment had been made based on thepartial imputation method, the treatment was abolishedwhen the £5,000 deduction from income was introducedin April 2016.

No adjustment treatment

Under the comprehensive taxation system, the dividendreceived partial deduction method (50% of dividends received are included in shareholder’s taxable income) was
employed until 2008. However, non-declaration (separate
taxation) treatment for a uniform 25% rate on interest,
dividends and capital gains was introduced in 2009 as aresult of which adjustment between corporate tax and income tax at the individual shareholder level was abolished.

Dividend-received partial deduction
method(60% of dividends received are included in shareholder’s taxable income)

Under the comprehensive taxation system, the dividendreceived partial deduction method (60% of dividends received are included in shareholder’s taxable income) was
employed until 2007. However, with the introduction of amethod to allow selecting of comprehensive taxation or
separate taxation in 2008, no adjustment between corporate tax and income tax at the individual shareholder level
was made when the separate taxation method was selected. Based on the 2013 budget law, the system of selecting
separate taxation for interest, dividends and capital gains
was terminated. As a result, a progressive tax rate has
been applied uniformly starting with the 2013 income.

United States

U.K.

Germany

FranceSource: Compiled based on the data in Illustrated Taxation System of Japan, FY2017 edition, page 303,
Iichiro Yoshino.

Chap. XIV Securities Taxation

305

used to adjust for double taxation include the dividend paid deduction method (which authorizes deduction of dividends paid on the corporate level from
corporate taxable income) and the comprehensive business income tax method (CBIT). Interest and dividends are not deductible from taxable income on
the corporate level, and such interest and dividends received by individuals
are not subject to income tax.
6. Capital Gains Taxation (1)In 2003, the system of opting for a separate withholding tax or for separate
taxation on the basis of self-assessment for gains on the sale of stocks, etc.,
was abolished, and these taxes were unified into the latter system of separately filing an income tax return. In other words, not taking into account the
special income tax for reconstruction, a 20% tax rate (a 15% income tax anda 5% inhabitant tax) is applied to an amount of income arrived at by deducting the cost of acquiring or selling the security and interest paid on the fundused for the purchase of such security from the proceeds of such security.
The capital gains from the sale of listed stocks, etc. may be treated so as todeal with issues related to taxable income based on withholding tax only using a specified account which will be discussed later. Previous to 2003, capital losses from the sale of stocks, etc., were deductible only from capitalgains from the sale of other stocks, etc., if any, made during the same year,
and it was not permissible to carry forward any unused losses. However,since 2003, investors have been able to carry forward capital losses from thesales of listed stocks, etc., for three years starting with the year following
their occurrence. Also, since 2009, investors have been able to deduct capital
losses on listed stocks, etc., from dividends, etc., received from listed stocks,
etc. Furthermore, starting in 2016, based on the change in the taxation method for bonds, etc., it became possible to offset income against losses for interest and capital gains from specified bonds, etc., and income from listed
stocks, etc.
Along with the abolition of the separate withholding tax system, the authorities sought to lessen the reporting burden on investors by establishing a
special account system. Under this type of account, a securities company
computes capital gains or losses, as the case may be, for its customer fromthe sale of shares of a listed stock, etc., made through a special brokerage account. The account is divided into two categories: the income tax withholding account and the simplified income tax return account (no tax is withheld).
When an investor sells his shareholdings through the income tax withholding
account, his securities company withholds the income tax, obviating the needfor the investor to file an income tax return. Furthermore, from 2010, it be-306

Chap. XIV Securities Taxation

Table XIV-8. Outline of the Capital Gains Taxation System for Stocks, Etc. (from 2016)
OutlineSeparate taxation on the basis of self-assessment
Capital gains on listed stocks, etc. ×20%
(15% income tax: 5% inhabitant tax)
*Special exception on no declaration necessary for withholding tax
account
Listed stocks, etc.
・Listed stocks
・ETF
・Publicly offered investment trusts
・Specified bonds, etc.

General stocks, etc.
(Stocks, etc. other thanlisted stocks)

For income maintained in a withholding account (specified account selected for tax withholding purpose) from the sale of listed stocks, etc.
taxable-income-related issues may be completed based on withholdingtax (20%: income tax 15%. inhabitant tax 5%) only.
*Gain/loss offset and carrying-forward of unused deductible losses
relating to listed stocks, etc.
Losses from the sale of listed stocks, etc. may be deducted from theamount of dividend income, etc. on listed stocks, etc. for the sameyear.
For unused deductible losses relating to unlisted stocks, etc., the investor may carry it forward for a three-year period starting from the following year as deduction from the amount of capital gains from listed
stocks, etc. (Note 3) and the amount of dividend income, etc. from listed stocks, etc.
Separate taxation on the basis of self-assessment
Capital gains on general stocks×20% (15% income tax, 5% inhabitanttax)

Notes: From January 2013 to December 2037, a 2.1% special income tax for reconstruction is separately
levied against the amount of base income tax as a time-limited measure.
Source: Compiled based on information available on the website of the Ministry of Finance.

came possible for the securities company to deposit dividends from listed
stocks, etc. of customers that are subject to withholding tax in the income tax
withholding account set up for the customers. However, if an investor using
such an account also files a final return, the investor is also allowed to include capital gains or to offset capital losses from the sale of such sharesthrough another account. Further, in conjunction with the change in the taxation method for bonds, etc. effective 2016, the scope of application of thespecial account has also been widened. When an investor opts for the income
tax withholding account and does not file a final return, the capital gains are
not included in the total amount of his income for the purpose of income tax
and local inhabitant tax, and the spousal deduction is not affected. By contrast, if an investor opts for the simplified income tax return account, such aninvestor may file a simplified version of the income tax return by attaching to
it an annual statement of stock trading made under a special brokerage ac-

Chap. XIV Securities Taxation

Chart XIV-2.

307

Withholding Taxes on Capital Gains on the Sale of Listed Stock, Etc.,
Managed in Special Brokerage Accounts(millions of yen)
600,000

577,913516,579

500,000

433,386

400,000
300,000
200,000

223,942 210,356

100,000
0

2006

2007

49,65250,44946,81738,895 43,371

2008

2009

2010

2011

2012

2013

2014

2015

Source: Based on the website of the National Tax Agency of Japan.

count received from his securities company. Currently, securities companies
must send an annual statement of stock trading to the customer and the tax
office no matter what type of special brokerage account is selected by thecustomer.
7. Capital Gains Taxation (2)While, in principle, separate taxation on the basis of self-assessment is applied on capital gains on stocks, etc., capital gains on the sale of zero-coupon
bonds, interest-bearing bonds that fall under bonds depending on the methodof discount, discount bonds issued in Japan by the Japan Housing FinanceAgency, the former Housing Loan Corporation, Okinawa Development Finance Corporation, Urban Renaissance Agency, foreign governments, foreign
local government bodies, international organizations and such like, certain
short-term discount bonds issued in Japan, and bonds (excluding discountbonds) for which no interest is paid by December 31, 2015 are subject tocomprehensive taxation. In addition, capital gains on golf club membershipin the form of stocks are subject to comprehensive taxation.
The Angels Taxation System was created under the fiscal 1997 amendment
to the taxation system. It is a special measure designed to encourage individual investors (angels) to invest in venture-stage firms or start-ups and applies
to shares (specified shares) of venture-stage firms or startups (specified

308

Chap. XIV Securities Taxation

Chart XIV-3.

An Outline of the Angels Taxation System

Preferential tax measures for start-up investment (selective application of methods 1 and 2)
1. When an investment is made in any venture-stage firm (specified small-to-midsize firm), the investor may
apply the contributions tax deduction for up to ¥10 million.
Total employment
income, etc.
( ¥13 million)

Investment amount(¥5 million)
Application of contributions
tax deduction

Taxable amount¥ 8 million

comprehensive taxation

2. There is a reduction in capital gains on the stock when an investment is made in a start-up firm (specified
small-to-midsize firm).
Capital gains on stock(¥13 million)

Investment amount(¥5 million)
Deduction from capital gains
on stock in same year

Taxable amount¥ 8 million

separate taxation

Note: 1. When preferential tax measures 1 or 2 are applied, the acquisition costs of the stock of the start-up firm isthe amount less the tax deduction stated above.
2. Tax exemption on capital gains on general stock, etc., or on listed stocks, etc. (starting with fiscal 2016
income).

Preferential tax measures following investment
3. Should the business of the start-up firm (specified small-to-midsized firm) fail, and a loss to be suffered from the sale,etc., of stock prior to listing, etc., the investor may carry forward unused deductible losses for a three-year period.

Stock capital gain

Loss

Stock capital gain

Stock capital gain

Stock capital gain

Following year

Second year

Third year

1. Capital loss occurring in the year is netted again any capital gain from general stock, etc.,
and any remaining capital loss may be netted with capital gain on listed stock, etc., to a
maximum of the capital gain for the year.
2. Carry forward unused deductible losses may be netted with remaining capital gain to a
maximum of the remaining capital loss on general stock, etc., and listed stock, etc.
(1. and 2. Above start with fiscal 2016 portion)

Note: When an investor sells specified shares acquired before April 30, 2008, and held for more than three years
within three years of listing or before listing by reason of a merger, the resulting capital gains are reducedby half.
Source: Illustrated Taxation System of Japan, 2016 edition [Zaikeishouhousha], page 113, compiled by
Yoshiyuki Tahara.

small-to-midsize firms) that meet certain requirements. This taxation system
has been revised several times since the establishment of this plan. Most recently, the special tax treatment reducing the rate on capital gains for specified small-to-midsize firms to 50% was extended for two years in the fiscal
2005 tax revisions. The fiscal 2007 tax reform added another two years andliberalized the eligibility requirements for the special tax treatment and rationalized the approval process. This special tax treatment was abolished underChap. XIV Securities Taxation309

the fiscal 2008 tax reform. However, at the same time, the government set up
a contributions tax deduction system for investors that invest in these typesof venture companies (specified start-up small-to-midsize firms) during theirstart-up period. Furthermore, under the fiscal 2016 amendment to the taxation system, the scope of stocks eligible for the Angels Taxation System waschanged assuming that the Enforcement Regulations for the Local Revitalization Act be amended.
The outline of the current Angels Taxation System is as follows. (1) sinceApril 1, 2008, investors that have acquired stock in a specified small-to-midsize firm through direct investment may apply the contribution deduction for
up to ¥10 million of the amount invested in the said company (investors may
choose to apply either (1) or (2) per stock issue); (2) investors may deduct
the acquisition costs of shares of a specified small-to-midsize firm from theircapital gains in the same year; and (3) when investors suffer losses from thesale of the specified stocks up to a day before the listing date, or when they
suffer losses from the dissolution and liquidation of issuers, these losses are
deductible from gains on the sale of stocks in the same year. Unused deductible losses may be carried forward for three years starting with the followingyear.
8. NISA
Based on the fiscal 2013 tax reform, NISA was introduced in Japan in 2014.
NISA is another word for a small amount investment tax-exemption scheme,
the tax exemption measure on dividends and capital gains on small investments in listed stocks, etc., in tax-free accounts. NISA is modeled on the Individual Savings Account (ISA)—a preferential tax system for investments
and savings introduced in the U.K. in 1999—and it was initially referred toas the Japanese-version ISA. The“N”in NISA stands for NIPPON (Japan).
This system may also be referred to as the General NISA.
An outline of NISA is provided below. Dividends, coupons, and capitalgains from listed stocks, etc. in the NISA account are tax-exempt. A NISA
account may be opened by residents of Japan aged 20 years or older on January 1 of the year of the account opening. The amount of annual investment
was initially set at a maximum of ¥1 million making the total tax-exemption
investment amount ¥5 million (¥1 million×5 years). However, starting in
2016, the annual investment amount was increased to a maximum of ¥1.2
million with the total tax-exemption investment amount coming in at ¥6 million (¥1.2 million×5 years). The NISA account may be maintained for 10
years from 2014 to 2023, with a maximum tax-exempt period of five years.
Stocks, etc. may be freely sold during the period but the tax-exempt coverage

310

Chap. XIV Securities Taxation

Table XIV-9.

Comparison of General NISA and Installment-type NISA
General NISA

Dollar-Cost Averaging NISA

Persons eligible to apply

Persons aged 20 or above living in Japan

Account opening

One account per person; select either General NISA or Dollar-Cost Averaging
NISA

Account switch

Switching the General NISA account↔Dollar-Cost Averaging NISA accountBy applying for the account switch procedure, the other product can be used.
(Note) If a user applies for a loan under the General NISA account, no switching
to the Dollar-Cost Averaging NISA is allowed during the year.

Tax-exempt period

Up to 5 years from the initial year of Up to 20 years from the initial year of ininvestment
vestment

Tax-exempt product

Investment trusts that satisfy certain reListed stocks, stock investment trusts, quirements as appropriate means of longterm, installment and diversified investetc.
ment

Limit of usage(Tax-exempt line)

Up to ¥1.2 million a year

Up to ¥0.4 million a year

Investment period

Until December 31, 2023

Until December 31, 2037

Netting of profit and loss

No netting of profit and loss with a specified account and general account

Early sale

Yes (no reuse of the sold portion)

Change of financial institution Possible to change by year
OthersMust provide My Number at the time of account opening
Method of purchase is limited to periodical purchase (e.g. once a month) of a certain amount (installment investment)

Source: Compiled based on the data available on the website of the Japan Securities Dealers Association(JSDA).

of the sold portion cannot be reused. Although initially account-holders were
not permitted to switch the financial institution at which the NISA account is
opened for a maximum of four years, effective January 1, 2015, the rule waschanged to allow switching of the financial institution on a yearly basis.
Furthermore, based on the fiscal 2015 tax reform, Junior NISA (a small
amount investment tax-exemption scheme on dividends and capital gains on
small investments in listed stocks, etc., in tax-free accounts of underaged persons) was introduced from 2016. Under the Junior NISA scheme, the tax exemption treatment applies on dividends and capital gains on small investments in listed stocks, etc., in tax-free accounts opened by persons under theage of 20. The maximum annual investment amount is ¥800,000, making the
maximum tax-exempt investment amount ¥4 million (¥800,000×5 years).
The account may be opened for eight years from 2016 to 2023 and the maximum tax-exempt period is set at five years. In principle, no withdrawal canChap. XIV Securities Taxation

Table XIV-10.
Tax-Exempt

311

Outline of Junior NISA

Small amounts of dividends and capital gains on listed stocks in tax-free Junior NISA accountEligible account openers Residents under the age of 20 on January 1 of the year of account opening(investors)
or born in the year
Maximum annual invest¥800,000
ment
Tax-exempt investment
Maximum of ¥4 million
amounts
Account opening period

8 years from 2016 to 2023

Tax-exempt period

Maximum of 5 years

Investment management

Investments are made by agency or upon concurrence of a person with parental authority and, in principle, no withdrawal can be made until the account holder reaches the age of 18.

Source: Compiled based on various data issued by the National Tax Agency and the Ministry of Financebe made until the account holder reaches the age of 18.
Furthermore, based on the fiscal 2017 tax reform, the Dollar-Cost Averaging NISA will be launched from 2018. The primary characteristics of the
product are: (1) investors can start by making contributions in small amounts
to tax-exempt investment trusts; (2) investors can contribute up to ¥400,000
a year, with capital gains tax exempt for up to 20 years; (3) investors hold
only one NISA account, either the general NISA or the Dollar-Cost Averaging NISA; and (4) the applicable investment trusts are expected to be appropriate for long-term installment and diversified investment aimed at stableasset formation as provided for under relevant laws and regulations.
9. Taxation of Nonresidents
The Income Tax Act of Japan divides individuals into residents and nonresidents. Residents are individuals who have a domicile in Japan or a temporary
residence at which they have been living for one year or more. All individuals other than residents are deemed nonresidents. Of the residents, individuals who do not have Japanese citizenship and who have or have had a domicile in Japan or a temporary residence at which they lived for a total of no
more than five years in the past 10 years are referred to as non-permanent
residents. The entire income (worldwide income) of residents other than nonpermanent residents is subject to income tax. For non-permanent residents,
income generated in Japan (domestic source income) and other income

312

Chap. XIV Securities Taxation

Table XIV-11.

Outline of Matters Related to Taxation of Nonresidents, Etc.

Nonresident category Nonresidents with a permanent establishment
in JapanNonresidents without aWithholding
permanent establishIncome attributable totax
Other income sourced ment in Japan
permanent establishin Japan
Type of income
ment(Business income)(1) Income arising from investment/holding of assets＊
Excluding those corresponding to(7) through (15) below[Tax-Exempt Income][Comprehensive
taxation]

None
None

[Comprehensive taxation (partial)](2) Income arising from transfer ofassetsNone(3) Distribution of business profitof partnership[Tax-Exempt Income](4) Proceeds from sales of land, etc.

20.42%
10.21%(5) Compensation for personal services[Separate withholding tax followed bycomprehensive taxation](6) Rental income, etc., from realestate20.42%
20.42%(7) Interest, etc.

15.315%(8) Dividends, etc.

20.42%(9) Loan interest

20.42%(10) Usage fees, etc.

20.42%[Separate withholding
tax followed bycomprehensive(11) Salary or other remuneration
taxation]for personal services, public
pension income, severance
pay, etc.
(12) Prize money from business advertising and promotion

20.42%[Separate withholding tax]
20.42%(13) Annuity income, etc., from life
insurance contract

20.42%(14) Interest payment from investment savings plan

15.315%(15) Distribution of profit fromanonymous partnership, etc.

20.42%(16) Other income sourced in Japan[Comprehensive
taxation][Comprehensive taxation]

None

Notes: 1. Income attributable to permanent establishment may overlap with income sourced in Japan provided in (1) through (16) above.
2. Based on the provisions of the Act on Special Measures Concerning Taxation, certain income
included in the income subject to comprehensive taxation in the above table may be applicablefor separate taxation on the basis of self-assessment or separate withholding tax.
3. Based on the provisions of the Act on Special Measures Concerning Taxation, withholding tax
rates relating to certain income among the withholding tax rates in the above table may be reduced or exempted in some cases.
Source: Complied from“Withholding Tax Basics,”FY2017 edition, National Tax Agency of Japan.

Chap. XIV Securities Taxation

313

earned in Japan or income remitted to Japan is taxable. And for nonresidents,
tax is imposed on their domestic source income only. The method of imposition of income tax for nonresidents, i.e. whether the comprehensive taxation
applies or the separate withholding tax applies, varies depending on the typeof domestic source income, whether the nonresident has a permanent establishment (PE) in Japan or not, and whether the domestic source income istraced to the PE. A permanent establishment refers to (1) a branch, plant, orother fixed location for business in Japan of a nonresident, etc.; (2) a place
for construction in Japan of a nonresident, etc.; or (3) a party in Japan which
has the right to enter into a contract for a nonresident, etc. or any party equivalent thereof.
For example, looking at the taxation system for interest and dividends, ofthe domestic source income of a nonresident, etc., income attributable to apermanent establishment of the nonresident, etc. (income attributable to PE)
is subject to comprehensive taxation after withholding at the source, while
income other than that corresponding to income attributable to PE is subject
to a separate withholding tax. The withholding tax rate is 15.315% and20.42%, respectively. The withholding tax rates applied to nonresidents andforeign corporations are finally determined in accordance with the tax treaties Japan has signed with the countries where nonresidents, etc. receiving
the payments reside.
Japanese government bonds owned by nonresidents are tax exempt. In
other words, interest on government bonds held by a nonresident without apermanent establishment in Japan in an account with a specified central custody and transfer agent or a qualified foreign intermediary is exempt from income tax if it meets certain conditions. In addition, while interest on bookentry government bonds may not be tax-exempt, the withholding tax rates
applied to nonresidents and foreign corporations are relaxed in accordancewith the tax treaties Japan has signed with the countries where nonresidents,
etc. reside.
10. Tax Treatment of New Products(1) New types of investment trusts
Profits received from a privately placed stock investment trust of the contractual type are, in principle, subject to a withholding tax and then are taxed
comprehensively together with other incomes of the recipients of such profits. The tax credit for dividends is also applied, and when the recipient meets
certain requirements, he is exempted from the requirement of filing an income tax return. Capital gains from selling beneficiary certificates of suchinvestment trusts are subject to separate taxation on the basis of self-assess-Contractual type

314

Chap. XIV Securities Taxation

Table XIV-12.

Outline of Taxation Framework for New Investment Trusts

Classification

Profit distribution,
etc.

Capital gains

Privately placed stock Taxable as dividend Taxable as dividend income; Separate taxation
investment trusts
incomeseparate taxation on the basis of on the basis of selfself-assessment applies to the assessment
portion deemed capital losses
I n v e s t m e n t t r u s t s Separate withholdman ag ing privately ing tax
placed asset-management trust bonds, etc.
Publicly Open-end
offered type

Corporation type

Cancellation (redemption) gains

Separate withholding tax; sepa- Separate taxation
rate taxation on the basis of self- on the basis of selfassessment applies to the portion assessment
deemed capital losses

Separate taxation on Separate taxation on the basis of Separate taxation
the basis of self-as- self-assessmenton the basis of selfsessment, compreassessment
hensive taxation, no
declaration

Closed-end Taxable as dividend Taxable as dividend income; Separate taxation
type
incomeseparate taxation on the basis of on the basis of self(Unlisted)
self-assessment applies to the assessment
portion deemed capital losses
Privately placed

Source: Compiled based on the information available in“FY2017 Zeikin no Chishiki (knowledge on taxes)”by SMBC Nikko Securities Solution Planning Division; CHUOKEIZAI-SHA, INC.; pp124
and 130; and“FY2017 Zeikin Dokuhon (tax handbook)”by Daiwa Institute of Research Ltd., pp
186.

Table XIV-13.

Taxation on Stock Options

At grant ofstock options

At exercise of stock options

At the sale of stocks

Qualified stock
options－－

Separate taxation on the basis of selfassessment on (selling price - exercise price) (Note)

Non-qualified
stock options－

Comprehensive taxation on Separate taxation on the basis of self(market value of stocks at assessment on (selling price - market
value of stocks at exercise) (Note)exercise-exercise price)

Note: Taxed as income on the sale of stocks.

ment. Profits received from an investment trust managing privately placedbonds are subject to a separate withholding tax, and capital gains, which used
to be tax-exempt, are currently subject to separate taxation on the basis ofself-assessment. Tax rates related to open-ended corporation type investment
trusts are the same as those applied to listed stocks. In other words, on dividends received from open-end investment trusts, a withholding tax ofChap. XIV Securities Taxation

315

20.315% is imposed before comprehensive taxation, separate taxation on thebasis of self-assessment, or non-declaration. A credit for dividends is not applied when the comprehensive taxation is selected on dividends. Capitalgains associated with open-ended corporation type investment trusts are subject to the separate taxation on the basis of self-assessment. On the other
hand, dividends received from closed-end (unlisted) or privately placed investment trusts are subject to a withholding tax of 20.42% and then to comprehensive taxation. In general, a taxation system is selected that does not require the declaration of such income when certain requirements are satisfied.
A credit for dividends is not applied when the comprehensive taxation is selected on dividends. Capital gains associated with open-ended corporation
type investment trusts are subject to the separate taxation on the basis of selfassessment. For REITs (real estate investment trusts), if listed would beclosed-end, but dividends and capital gains from the sale of listed REITs are
subject to almost the same taxation as listed stocks. However, a credit for
dividends is not applied when comprehensive taxation is selected on dividends.
(2) Stock options
The stock option system is a system under which a company grants its officers and employees the right to purchase its stocks at a certain price (exercise
price) for a certain period (exercise period). The company then pays its officers and employees remunerations linked to any increase in its stock price.
Stock option is classified into a qualified stock option and a non-qualified
stock option, depending on whether it satisfies the requirements stipulated in
the Act on Special Measures Concerning Taxation or not. The former is tax
deductible on economic benefits gained from its exercise (the difference between the market price and the exercise price). When selling stocks acquired
through rights exercise, separate taxation on the basis of self-assessment isapplied on the difference between the selling price and the exercise price. For
the latter non-qualified stock option, comprehensive taxation is imposed on
economic benefits gained from its exercise. Separate taxation on the basis ofself-assessment is imposed on the selling price of stocks issued on the exercise, deducting the market price of the stocks at the time of exercise, when
the stocks are sold.
11. Tax Treatment of Pension-Type Products
To cope with the economic and societal changes that have occurred over theyears—a swollen unfunded corporate pension obligation, a growing shortageof public pension funds, the introduction of international accounting stan-

316

Chap. XIV Securities Taxation

Chart XIV-4.

Beneficiaries of Defined Contribution Pension, Ceiling on Contributions,and the Existing Pension System (2017)
iDeCo

The ceiling oncontributions:¥240,000 per
year(¥20,000 per
month)iDeCo

The ceiling oncontributions:¥816,000 per
year(¥68,000 per
month)※Total amountwith National
Pension FundiDeCo

The ceiling oncontributions:¥276,000 per
National Pension Fund year(¥23,000 per※Duplicate subscription
with iDeCo is possible month)iDeCo

The ceiling oncontributions:¥144,000 per
year(¥12,000 per
month)

Corporate-type DC
The ceiling oncontributions:

iDeCo

The ceiling oncontributions:¥144,000 per
year(¥12,000 per
month)

perCorporate-type DC ¥330,000
year(¥27,500 per
The ceiling on
iDeCo
month) ※2
Defined benefit plan
contributions:
The ceiling on
iDeCo
pension systems
contributions:¥660,000per
The ceiling on¥144,000 per
Defined benefit plan
(Employee pensionyear
pension systems
funds, defined benefit year
contributions:(¥12,000 per(¥55,000 per(Employee pension funds, corporate pension,month)¥276,000 per
month)
defined benefit corporate private mutual aid
year
Pension payment or
Retivement Benefits bypension,privatemutualassociation,etc.)※1(¥23,000 per
National
public officers
no ceiling on
aid association, etc.)
mutual aid association
month)
Regional public officers
no ceiling on contributions contributions
mutual aid association

Employees welfare pension insurance and mutual-aid pension plans
National Pension (Basic pension)

National Pension
National Pension(No. 1 insured persons) (No. 3 insured persons)National Pension(No. 2 insured persons)Civil servants※1

If Employer implements only Corporate-type DC Employee will be permitted to participate in Individual-type DC only in the casewhere the pension agreement provides that the contribution by Employer to the Corporate-type DC shall not exceed ¥420,000 per
year (¥35,000 per month).
2 If Employer implements both Corporate-type DC and Defined-benefit Pension, Employee will be permitted to participate in
Individual-type DC only in the case where the pension agreement provides that the contribution by Employer to Corporate-type DC
shall not exceed ¥186,000 per year (¥15,500 per month).

Source: The web site of the Ministry of Health, Labor and Welfare (http://www.mhlw.go.jp).

dards, and an increasing slackness in the job market—a defined contribution
pension plan (the Japanese version of the 401(k) plan) was introduced in October 2001. The defined contribution pension plan is a private pension plan
whereby an employee participating in the plan gives instructions about investing his or her contributions, with the understanding that pension benefits
may vary depending on the results of such investment. It is divided into theindividual type (iDeCo), in which the individual himself makes contributions, and the corporate type, in which the company in principle makes contributions on behalf of its employees. In order to encourage the spread ofpension products based on such a system and to enhance the efficiency of the
management of such plans, it is essential to give a fixed tax incentive. And indevising such a taxation system, due care must be exercised in striking a suitable balance between the taxation system for such pension plans and that forother pension plans as well as in the transferability of pension assets whenchanging jobs. The government has taken the following tax measures applicable to defined contribution pension plans.
Tax measures for defined contribution plans are as follows.
(1) At the contribution stage: Premiums paid to a pension plan of the indi-Chap. XIV Securities Taxation

Table XIV-14.
Division

317

Tax Treatment of Defined Contribution Pension Plans
Individual type

Contribution stage:

Corporate typeCounted as a loss of theemployer and not added tothe salary of the employee

Portion borne by theemployer

Premiums paid by em- Premiums to small-scale company mutual aid association are deducted as aployeeloss (Note)
Management stage:

Special corporate income tax is applied (frozen until the end of Fiscal 2016)

Benefits payment stage:
Old-agebenefits

PensionMiscellaneous income (deduction for public pensions is applied)

Lump sum Retirement income (deduction for retirement income is applied)

Disability Pension
Income and inhabitants’taxes are deductible
benefits
Lump sum
Lump-sum payment at Taxed as an inheritance income
the time of deathLump-sum payment at Occasional income
the time of withdrawal
Note: Premium payments by employees for Corporate type of plan started in January 2012.

vidual type by a self-employed person are eligible for income deduction (deduction for small enterprise mutual relief premium). Premiums paid to corporate pension plans by a company are counted as a loss of such company andare not counted as an income of the employee for whom such premiums arepaid. As of January 2012, matching contributions by employees have been
approved for corporate pension plans. Therefore, the entire amount of contributions by employees is eligible for the deduction for the small enterprisemutual relief premium.
(2) At the management stage: The balance of reserves for a pension plan of
the individual type and that of the corporate type are subject to a special corporate tax of 1.173% (1% in national tax and 0.173% in local tax). However,this provision has been frozen until March 31, 2020.
(3) At the stage of benefit payment: (i) Old-age pension benefits: The beneficiary can receive pension benefits from the reserve in five or more annual
installments or in a lump sum. When the beneficiary opts for benefits in installments, such benefits are deductible from taxable income. The amountdeductible varies according to the age of the beneficiary and the amount ofincome the beneficiary receives from publicly managed pension plans. However, a minimum benefit of ¥1.2 million is recognized for those who are 65
years of age or older or ¥700,000 for those who are less than 65 years of age.

318

Chap. XIV Securities Taxation

Benefits paid in a lump sum are eligible for retirement income deductions.
(ii) Benefits for persons with disabilities: When a beneficiary has disabilities
of a certain level, the beneficiary can receive the payment of benefits fromthe month in which he or she is disabled, and the benefits are exempted fromincome tax and inhabitant tax. (iii) Death benefits: Death benefits paid in alump sum to the survivors when the subscriber died are deemed as inheritedproperty, and up to ¥5 million for each legal heir is exempted from inheritance tax. (iv) Withdrawal benefits: Benefits paid in a lump sum upon withdrawal from a pension plan are subject to income tax and inhabitant tax provided that certain criteria are fulfilled.

CHAPTER XV
Prohibited and Regulated Acts of Securities Trading

1. Outline
With a view to establishing a fair securities market and enhancing its credibility, the Financial Instruments and Exchange Act (FIEA) provides for various prohibited and regulated acts. They include a ban on market manipulation (see section 2); insider trading by persons associated with the companies
concerned (see section 3); and discretionary-account trading and massive
promotional campaigns on particular securities by securities companies (seesection 4). In addition, the Financial Instruments and Exchange Act requires
trade participants to disclose certain transaction-related information, such as
the submission of reports of possession of large volume, to ensure the fairness of securities transactions (see section 5).
However, it is practically impossible to list in the Financial Instruments
and Exchange Act all unfair trading in connection with securities transactions. In addition, as those securities transactions are complex and their structure changes rapidly, new methods that were unforeseeable at the time of legislation could emerge later. Faced with such issues, Article 157 of the
Financial Instruments and Exchange Act bans unfair transactions in broad
terms. More specifically, it prohibits the use of wrongful means, schemes, or
techniques with regard to the sale, purchase, or other transaction of securities, etc. (Item (i) of the article); the acquisition of money or other property
using a document or other indication which contains false indication on important matters or lacks indication about important matters necessary foravoiding misunderstanding with regard to the sale, purchase, or other transaction of securities, etc. (Item (ii)); and the use of false quotations in order toinduce the sale, purchase, or other transaction of securities, etc. (Item (iii))
This article is considered to be a general provision that comprehensively prohibits wrongful acts, including new types of unfair trading yet to emerge.
In addition to the above, Article 158 of the FIEA prohibits the spreading ofrumor, use of fraudulent means, assault, or intimidation for the purpose ofcarrying out the sale, purchase, or other transaction of securities, etc., or
causing a fluctuation of quotations on securities, etc. Article 168 prohibits the320

Chap. XV Prohibited and Regulated Acts of Securities Trading

Table XV-1.

Main Provisions Relating to the Ban on Unfair Trading
Contents

Generalprovisions

・Prohibition of wrongful acts

Article of the Financial Instruments
and Exchange Act (FIEA)
Art. 157

・Prohibition of fake transactions or prear- Art. 159, Para. 1
ranged transactions
・Prohibition of transactions aimed at manipu- Art. 159, Para. 2, Item (i)lating securities prices
・Prohibition of making an indication with the Art. 159, Para. 2, Items (ii) and (iii)
aim of manipulating securities prices
・Prohibition, in principle, of stabilization Art. 159, Para. 3, and Arts. 20-26 of thetransactions
Order for Enforcement of the Act
・Prohibition of purchase for own account dur- Art. 117, Para. 1, Item (xxii) of theMarket
ing the stabilization period
Cabinet Office Order on Financial Inmanipulation
struments Business, etc.
・Prohibition of spreading of rumors or use of Art. 158
fraudulent means, assault, or intimidation
・Prohibition of securities companies from get- Art. 117, Para. 1, Item (xx) of the Cabiting involved in an artificial formation of net Office Order on Financial Instrustock prices
ments Business, etc.
・Prevention of use of corporate share repur- Art. 162, Para. 2
chase for manipulating stock prices
・Prohibition of insider trading
Arts. 166 and 167
・Duty of officers to report securities transac- Arts. 163 and 164
tions and the duty to restitute profits made inshort-term trading
・Prohibition of short selling by officers
Art. 165
Insider trading
・Prohibition of disclosure of information and Art. 167-2
inducement of insider trading
・Prohibition of accepting orders that are sus- Art. 117, Para. 1, Item (xiii) of the Cabpected to be in violation of insider trading inet Office Order on Financial Instruregulations
ments Business, etc.
・Prohibition of public notice, etc., of false Art. 168
quotations
・Restriction on the expression of opinion in Art. 169
newspapers, etc., for consideration
False
・Prohibition of indication of advantageous Art. 170
indication
purchase, etc.
・Prohibition of indication of a fixed amount of Art. 171
dividends, etc.
・Regulations on tender offersArt. 27-2 through 27-22-4
Tender offers
・Filing of Report of Possession of Large Volume Art. 27-23 through 27-30
・Prohibition of compensation of loss
Art. 39
・Restriction on Transactions conducted for Art. 161
their own account and excessive transactions
・Regulations on short sellingArt. 162
・Prohibition of massive promotional campaign Art. 117, Para. 1, Item (xvii) of theof particular securities
Cabinet Office Order on Financial Instruments Business, etc.
Others・Restriction on front-running
Art. 117, Para. 1, Item (x) of the Cabinet Office Order on Financial Instruments Business, etc.
・Ban on deliberate market manipulation by Art. 117, Para. 1, Item (xix) of the Cabimeans of trading securities for own account net Office Order on Financial Instruments Business, etc.

Chap. XV Prohibited and Regulated Acts of Securities Trading321

publishing of false quotations on market prices of securities, etc. Restrictions
on expression of opinions in newspapers, etc., in exchange for consideration
are stipulated in Article 169, while Articles 170 and 171 prohibit indicationof advantageous purchase, etc., and that of a fixed amount of dividends, etc.,
respectively.
Although OTC-handled securities (green sheet issues) also became subject
to unfair trading regulations based on the amendment enforced in 2004, given
the scheduled termination of the green sheet system on March 31, 2018, newdesignation has been terminated.
2. Regulation of Market Manipulation
Market manipulation is an act of artificially influencing securities prices thatwould otherwise be determined by the securities market through natural supply and demand. With a view, therefore, to ensuring fair price formation insecurities markets and protection of investors, the Financial Instruments andExchange Act prohibits market manipulation and imposes heavy penalties forthe violation thereof.
Acts of market manipulation are largely divided into the following five
types: (1) fake transactions, (2) prearranged transactions, (3) price manipulation, (4) indication made for the purpose of market manipulation, and (5) stabilization transactions (Article 159).
A fake transaction is a securities transaction in which the same person
places purchase and sale orders during the same time frame with no actualchange in ownership occurring. With prearranged trades, similar transactions
are carried out in collusion with different persons. In both cases, the intention
is to mislead other investors into thinking trading in the security is very active; the requisite for being deemed a wash transaction is the existence ofsomeone whose purpose is to mislead other investors regarding trading status. Price manipulation refers to an act of engaging in transactions that could
possibly cause a fluctuation in securities prices for the purpose of misleading(inducing) other persons into believing that, despite intentional price manipulation, the prices are determined by natural supply and demand, and thus inducing them to purchase or sell the securities. (Supreme Court ruling on the
Kyodo Shiryo case, July 20, 1994)
Stabilization transactions are transactions done for the purpose of pegging,
fixing, or stabilizing the prices of specific securities. However, when primaryofferings and secondary distributions are made, there is the concern thatflooding the market with the securities could result in a large decline in the
security price, making it difficult to float the issue. For that reason, stabilization transactions are only permitted with a primary offering or secondary dis-

322

Chap. XV Prohibited and Regulated Acts of Securities Trading

Table XV-2. Provisions of the Financial Instruments and Exchange Act Relating toMarket Manipulation

Fake transactions

No person shall, for the purpose of misleading other persons about the stateof securities transactions, conduct fake sale and purchase of securities without the purpose of transferring a right (Art. 159, Para. 1, Items (i) through(iii)).

Prearranged transactions

No person shall, for the purpose of misleading other persons about the stateof securities transactions, conduct sale and purchase of securities at the sametime and price, etc., based on collusion with another party (Art. 159, Para. 1,
Items (iv) through (viii)).

Price manipulation

No person shall, for the purpose of inducing the sale and purchase of securities in securities markets, conduct sales and purchases of securities thatwould cause fluctuations in the prices of the securities (Art. 159, Para. 2, latter part of Item (i)).

No person shall, for the purpose of inducing the sale and purchase of securities in securities markets(1) spread a rumor to the effect that the prices of the securities would fluctuMarket manipulation byate by his/her own or other party’s market manipulation (Art. 159, Para.
2, Item (ii)) orindication(2) intentionally make a false indication or an indication that would misleadother parties with regard to important matters when making a sale andpurchase of securities (Art. 159, Para. 2, Item (iii)).
No person shall conduct sales and purchases of securities in violation of a
Stabilization transactions cabinet order for the purpose of pegging, fixing, or stabilizing the prices ofthe securities (Art. 159, Para. 3).

tribution of securities pursuant to the provisions of a cabinet order.
The offense of market manipulation carries a punishment of imprisonment
with work for not more than 10 years or a fine of not more than ¥10 million.
In some cases, both penalties can be inflicted and the property gained throughmarket manipulation confiscated and, if it cannot be confiscated, the value
thereof shall be collected from the offender. If market manipulation is conducted by trading securities for the purpose of gaining property benefits (indirect financial benefits), the offense is subject to a punishment of imprisonment with work for not more than 10 years or a fine of not more than ¥30
million. The offense is also subject to an Administrative Surcharge Payment
Order. Moreover, there are provisions on liability for compensation for damages claims for investors in violation of market manipulation regulations(Article 160 of the FIEA).
In the Cabinet Office Order on Financial Instruments Business, etc., securities companies are prohibited from accepting the entrustment of orders
from customers with the knowledge or expectation that acceptance of the entrustment may lead to artificial market manipulation and are required to havein place trading surveillance systems for the prevention of such violations.

Chap. XV Prohibited and Regulated Acts of Securities Trading

323

3. Prohibited and Regulated Acts of Corporate Insiders
Regulations concerning the acts of corporate insiders are largely classified
into two categories: those prohibiting insider trading per se and those designed for its prevention.
Prohibition of Insider Trading“Insider trading”refers to acts of effecting the sale, purchase, or other type oftransaction of securities pertaining to any unpublished corporate informationthat may significantly influence the decision-making of investors before suchinformation is publicized by an insider of a listed company who has come toknow the information through the performance of his/her duties or due to his/her position (Article 166). If such transactions were to take place, the investing public would be put at a significant disadvantage and the credibility ofthe securities markets would be seriously undermined.
With a view to effectively checking insider trading and in keeping with themodernization of the securities market, Japan’s insider trading regulations
were introduced in an amendment to the Securities and Exchange Law inApril 1989. The regulation framework has since been extended to include
company splits, corporate share repurchases and other activities, with the relevant legislative changes effected thereafter. In 2013, further amendments (1)expanded the scope of criminal charges and Administrative Surcharge Payment Orders to include disclosure of information and inducement of insider
trading by a corporate insider and (2) expanded the scope of regulation to include REIT transactions.
Since the introduction of the regulation, penalties for insider trading havebeen increased stepwise to punishment by imprisonment with work for not
more than five years or a fine of not more than ¥5 million. In some cases,
both penalties can be inflicted. For the case of a legal entity, it is subject to afine of not more than ¥500 million. And the property gained through insider
trading shall be confiscated and any deficient amount collected from the offender. In addition, when receiving an Administrative Surcharge Payment
Order, the offender must pay an amount equivalent to the profit made (halfthe profit in the case of disclosure of information and inducement of insider
trading by a corporate insider) to the government treasury.
Preventing Insider Trading
Along with the prohibition of insider trading, the officers and principal shareholders of listed companies, etc., are required to officially report any transactions in the shares of the company concerned. They are required to return tothe company any short-term trading profit they have made in the shares of324

Chap. XV Prohibited and Regulated Acts of Securities Trading

Table XV-3. An Outline of the Targets of Regulations, Materials Facts, Methods ofAnnouncement Relating to the Regulation of Insider Trading
Item
Outline1. Targets of regulation (i) Directors of the listed company (directors, officers, agents, key employees)(1) Persons associated→ information not announced to the public that came to their knowledge
with the company (ii) Persons who have the right to inspect the books and accounting records of the company (for example, those who hold 3% or more of the outstanding shares of the company)→ Information not announced to the public that came to their knowledge in thecourse of the exercise of the right to inspect the books and accounting records ofsuch company(iii) Persons who have the power vested in them by laws and regulations to inspect thebooks and accounting records of listed companies (for example, officials of the regulatory agencies)→ Information not announced to the public that came to their knowledge in thecourse of the exercise of such power(iv) Persons who have concluded a contract with the listed company (for example, banks,
securities companies, certified public accountants, lawyers, etc.)→ Information not announced to the public that came to their knowledge in thecourse of negotiating, signing, and performing a contract.
(v) In case any person referred to in (ii) or (iv) above is a corporation or director, etc., ofsuch corporation→ Information not announced to the public that came to such person’s knowledge inthe course of performing his/her official duty(2) Recipients of(i) Persons who have received information concerning a material fact from persons asinformationsociated with the company(ii) Directors of a corporation to which the person who has received information concerning a material fact from a person associated with the company belongs and who
have learned of information not announced to the public in the course of the performance of their duty
2. Material facts(1) Matters decided
A decision made by a decision-making body of the listed company to carry out or not tocarry out the matters set forth below:
The issuance of new shares, a decrease in capital, the acquisition or disposal of its own
shares, a stock split, a change in the amount of dividend, a merger with another company, transfer of business, dissolution of the company, commercial production of a
newly developed product or commercial application of a new technology, an assignment or acquisition of fixed assets, etc.
(2) New facts
When any of the facts set forth below has occurred to the listed company:
A loss caused by a disaster; a change in major shareholders; a development that could
cause a delisting of its shares; lawsuits relating to a claim against the property right ofthe company; an administrative disciplinary action ordering the suspension of business, etc.; a change in the parent company; a petition for bankruptcy of the company; afailure by the company to honor its notes or bills falling due; suspension of businesswith its bank; or the discovery of natural resources, etc.
(3) Information on
When newly announced results, projected or actual, are significantly at variance withsettlement of
those announced earlier:accounts
Sales (10% or more up or down); current profit (30% or more up or down, and its ratio
to the total net assets is 5% or more up or down); net profit (30% or more up or down,
and its ratio to the total net assets is 2.5% or more up or down)(4) Others
Material facts, other than those listed in (1)－(3) above, relating to the management,
business, or property of a listed company that have a profound influence on the investment decisions the investors make(5) Material facts(1) to (4) above apply
related tosubsidiaries
3. Methods ofWhen a company notifies the stock exchange on which its stock is listed of material facts
announcing
and the material facts are placed on the website of the stock exchange that received theinformation
information for public inspection.
When twelve hours must elapse after the company that has issued the stock in question
has disclosed its material facts to two or more news media.
When a company has notified the stock exchange on which its stock is listed, and thestock exchange has placed the securities report, etc. containing the information notified
on its web site for public inspection.

Note: Any person who had been associated with any listed company and had learned of a material fact ofsuch company as set forth above and who is no longer associated with such listed company is subject to these regulations for one year after that person dissolves association with the company.

Chap. XV Prohibited and Regulated Acts of Securities Trading325

the company held for a period of six months or less, and they are prohibitedfrom selling the securities, etc., of the company in excess of the share certificates, etc., of the company that they hold.
Checks by securities companies on orders they receive and internal frameworks of listed companies (to manage and control corporate information andregulate employee trading of company shares) and posting information on JIRISS play a critical role in preventing insider trading. J-IRSS stands for Japan-Insider Registration & Identification Support System, a searchable database where securities companies regularly register information on theircustomers and listed companies post information on their directors.
4. Prohibited and Regulated Acts for Financial Instruments Business
Operators (Securities Companies) and Their Employees, Officers,
and Directors
Various regulations, mainly items as follows, have been set out for securities
companies and their employees, officers, and directors from the standpoint of
ensuring the protection of investors, the fairness of transactions, and otheraspects of trading.
Business Relationships with Customers
From the perspective of investor protection, securities companies must execute business with customers in good faith and fairly. Securities company
personnel have a duty to provide customers with appropriate information andthe use of false notifications or disclosure, fraudulent means, violence orthreats or other unfair methods to gain access to customers’assets is banned
as is the use of excessive solicitation. Meanwhile, to ensure fairness in transactions, personnel are barred from compensating customers for losses, providing them with extraordinary profits or concluding a discretionary investment contract with customers without establishing the appropriate
management system—even if the customer requests such services. Securities
company personnel are also prohibited from receiving consignment when being aware that a customer transaction corresponds to insider trading or market manipulation.
Securities companies must conduct their business operations in such a way
as to avoid being deficient in protecting investors, such as solicitations thatare recognized as inappropriate for the customer in light of his/her level ofknowledge, experience, and financial resources and the purpose of concluding the financial instruments transaction contract (Suitability Rule).

326

Chap. XV Prohibited and Regulated Acts of Securities Trading

Chart XV-1.

Major Prohibited and Regulated Acts of Securities Companies (Duties andProhibited Acts)
Investors (customers)• Duty to act in good faith• Duty to provide appropriate informationand to explain important matters regarding
investment trusts• Prohibited: Use of false notifications anddisclosure, offering conclusive judgments,
fraudulent plans, violence or threats or
unfair methods to gain access to customer
assets, excessive solicitation, solicitation
at improper hours, uninvited solicitation(limited to specific transactions)• Prohibited: Loss compensation, providing
extraordinary profits, illegal discretionary
account transactions, large-scale
promotional sales campaigns• Duty to apply suitability principle• Prohibited: Accepting
orders when aware they
involve insider tradingor market manipulation• Prohibited: Solicitationby providing informationon corporations

Securities Companies• Prohibited: Trading on own
account before executing a
trade commissioned, etc.
from customer for the
purpose of executing thesame transaction(front running)

Proprietary Trading Division(responsible for proprietaryaccount trading)• Prohibited:
Trades utilizing
sensitive orporate
information

Management of sensitive
corporate information:
Chinese wall (information
barrier)• Duty to screen issues for wholesale
underwriting• Duty to underwrite issues based on
appropriate share volume, price,and other terms

Investment Banking
Division(responsible forunderwriting,
M&A and otheradvisory businesses)
Securities Analysis (Analysts)
Division
Others• Duty to manage electronic information
processing system (computer)• Duty to prevent legal violations of financial
instrument intermediaries, etc.

−−−−−Management to prevent erroneous orders−−−−−

Markets (stock exchanges, etc.)

Issuers (Listed companies, etc.)

Sales Division(Responsible mainly for brokerage and offering business operations)Chap. XV Prohibited and Regulated Acts of Securities Trading

327

Management of Sensitive Corporate Information
Through their underwriting and M&A-related advisory and other businesses,
securities companies have access to undisclosed information that could influence the stock price, etc. of issuers (sensitive corporate information). To prevent unfair trading based on such information, securities companies are required to establish appropriate systems. Specifically, securities companies
can set up an information barrier (Chinese Wall) between the investmentbanking and similar divisions that regularly deal with sensitive corporate information and the rest of their operating divisions to enable proper management of information-sharing in-house. In addition, personnel are forbidden touse sensitive corporate information to solicit customers or to engage in trading.
Management to Prevent Erroneous Orders
Securities companies are required to establish management systems to prevent erroneous orders (name of issue, number of shares, share prices, etc.).
Management of Information Processing Systems
Securities companies are tasked with adequately managing the information
processing systems (computer systems) used to conduct their businesses.
Besides the previously mentioned areas, Article 117, Paragraph 1 and Article 123, Paragraph 1 of the Cabinet Office Order on Financial Instruments
Business, etc. and the self-regulation rules of the Japan Securities Dealers
Association and each Financial Instruments Exchange, etc., set out various
strongly advised or required management systems for securities companies.
5. Other Regulated Acts̶Information Disclosure to Ensure Fairness ofTransactions
A tender offer or takeover bid (TOB) is a type of corporate action in which
an acquiring company publicly announces its offer to buy a certain numberof share certificates, etc. of a target company at a certain price in a certain
period of time in an aim primarily to gain control of the target company.
Since such an offer involves purchasing share certificates, etc. from an unspecified number of investors off the exchange, the bidder is expected to disclose information by which investors can judge whether or not to sell the respective shares and deal with shareholders in a fair and rightful manner.
Additionally, as it is likely that control over the target company may be transferred as a result of the takeover bid, disclosure of information on the buyer
is also required. Given such factors, takeover bidders are required to: (1)publish the purpose of TOB, purchase price, number of shares to be pur-

328

Chap. XV Prohibited and Regulated Acts of Securities Trading

Table XV-4.

Flow of Tender Offer(1) Begin offer
・Publicly announce the start of tender offer (TOB) (publish the purpose of TOB, purchase price,
number of shares to be purchased, purchase period, etc. in a daily newspaper).
・On the date of the public notification, file the Tender Offer Notification addressed to the Prime
Minister and send copies thereof to the target company of TOB, stock exchanges, and parties thathave submitted the Tender Offer Notification regarding the company.
(2) Purchase period (as a general rule, a period of 20 days or more and up to 60 days)・Issue the Tender Offer Statement to parties intending to sell or offer stock certificates, etc.
・Terms of TOB purchase price are consistent; decrease of purchase price and reduction of purchaseperiod are not allowed as a general rule.
・Withdrawal of application for purchase and cancellation of contract are not allowed as a general
rule. Obligation to purchase all shares if the allotment ratio of stock certificates, etc. after the TOB
exceeds two-thirds
・The party intending to sell or offer may cancel the contract at any time・The target company submits its Position Statement addressed to the Prime Minister and sends copies thereof to the takeover bidder and the stock exchange.
・The party intending to execute a TOB is prohibited, as a general rule, from purchasing the respective shares, etc. through a method other than TOB(3) Completion of purchase・Issue a public notice or disclosure regarding the number of stock certificates, etc. associated with
the TOB and submit the Tender Offer Report to the Prime Minister.
・Send the notice containing the number of stock certificates, etc. for TOB to applying shareholders.
・Settle purchases without delay.

Table XV-5.

Flow of Disclosure of Possession of Large Volume of Shares(1) Obligation to submit the Report of Possession of Large Volume arises
・A shareholder or joint shareholder submits, if its holding ratio of share certificates, etc. exceeds 5%of the total number of issued shares, the Report of Possession of Large Volume (containing shareholder or joint shareholder’s name and address, business description, matters concerning the holding ratio of share certificates, purpose of holding, matters concerning purchase funds, etc.) to thePrime Minister within five business days from the occurrence of the obligation, and sends copies of
the Report to the stock exchange and the issuing company.
・In the case of an institutional investor, etc., if its holding ratio of share certificates does not exceed
10% of the total number of issued shares, the Report of Possession of Large Volume may be submitted within five business days from the record date on which the obligation arises (twice or morea month) (Special Reporting System).
(2) Subsequent reporting obligation
・After a Large Volume Holder submits the Report of Possession of Large Volume, if its holding ratioof share certificates, etc. increases or decreases by 1% or more, it submits the Change Report addressed to the Prime Minister within five days, as a general rule, from the date of the aforesaid increase or decrease, and sends copies of the Change Report to the stock exchange and the issuing
company.
・The party that has submitted the Report of Possession of Large Volume or the Change Report ofPossession of Large Volume submits the Correction Report to the Prime Minister if any deficiency
was found with the content of the report initially submitted.
(3) Public inspection of reports
・The Prime Minister and stock exchanges disclose the reports for public inspection for a period offive years.
Note: Effective from April 2007, the reports are required to be submitted via EDINET.

Chap. XV Prohibited and Regulated Acts of Securities Trading

329

chased, purchase period, etc.; (2) submit the Tender Offer Notification; (3)issue the Tender Offer Statement, a document explaining the TOB, to applying shareholders; and (4) report the results of the TOB after the completionof the purchase period. In order to prevent the use of TOB for market manipulation or abuse, cancellation of TOB is prohibited as a general rule, and certain restrictions apply for making changes to the terms of purchase. Meanwhile, information on the views of the target company regarding the TOB is
extremely important for shareholders in judging whether or not to accept thetender offer. For this reason, the target company of a TOB must immediately
submit its Position Statement addressed to the Prime Minister.
While the act of purchasing a large amount of share certificates, etc. in itself does not immediately cause a problem, it can, in many cases, cause fluctuations in stock prices or influence the controlling interests of the company
concerned and may lead to inflicting damage on general investors. In consideration of such possibilities, any person or entity, if it becomes a holder ofmore than 5% of the shares or other equity securities of a listed company,
etc., is required to file a Report of Possession of Large Volume to the Prime
Minister. In addition, such a person or entity, after having become a Substantial Shareholder, is required to file a Change Report Pertaining to Report ofPossession of Large Volume addressed to the Prime Minister if its shareholding ratio in the entity covered by the aforesaid Report increases or decreases
by 1% or more or there is a material change to any other entry in the Report.
The Reports of Possession of Large Volume and Change Reports are publicly
disclosed. This system was put in place with the aim of further protecting investors by encouraging timely and accurate disclosure of information onlarge-scale purchases and on holding and secondary offering of shares, etc. toinvestors and promoting high fairness and transparency in the securities market.

CHAPTER XVIThe Information Disclosure System andInvestor Protection

1. The Information Disclosure System in the Securities Market
When a company lists its security on the financial instrument market opened
on a stock exchange, the issuer of such security is required by the Financial
Instruments and Exchange Act and by the rules of the stock exchange to disclose information concerning certain matters of its business. Such rules arecalled disclosure requirements, and they consist of statutory disclosure rules
under the Financial Instruments and Exchange Act and the timely disclosure
required by the securities exchanges.
There are four types of statutory disclosures that the issuers of securities
are required to make: (1) issuance disclosure, which requires companies todisclose information concerning certain matters when they publicly offer securities on the primary market; (2) periodic disclosure, which requires companies whose securities are listed and traded on the securities market to disclose information concerning certain matters on a continuing and regularbasis; (3) tender offer disclosure; and (4) large volume holding disclosure(shareholdings of 5% or more). The latter two types of statutory disclosure
are required under the Financial Instruments and Exchange Act. On the other
hand, timely disclosure, which is required by the stock exchanges, obliges
companies to continuously disclose their information after listing their securities on the exchanges, and the type of information required is classified into
(1) information on listed companies; (2) information on subsidiaries, etc.;
and (3) other information, such as supplemental information on majority
shareholders, etc. Information is categorized as (1) decisions made, (2) occurrences, and (3) information on financial results. At present, both statutory
and timely disclosures are made via an electronic disclosure system using theInternet. Statutory disclosure is made via the EDINET (Electronic Disclosureof Investors’NETwork) while timely disclosure is made using the TDnet(Timely Disclosure network).
Companies that are required to make issuance disclosure and periodic disclosure are also required by the Companies Act to disclose certain informa-

331

Chap. XVI The Information Disclosure System and Investor Protection

Chart XVI-1.
Statutory disclosure

The Scheme of the Disclosure System on the Securities Market
Disclosure of corporate
affairs

Disclosure for the new-issues market- Securities Registration Statement- Shelf Registration Statement- Shelf Registration Supplements(- Written Notice of Securities)
Continuous disclosure on the trading market- Annual Securities Report- Quaterly Securities Report- Ammendment Report- Report on the status of acquisition ofTreasury Shares(
Disclosure of information
concerning a tender offer)

A tender offer for a security conducted bypersons other than its issuer- Tender Offer Notitication- Position Statement- Tender Offer Report
A tender offer for a security conducted by
its issuer- Tender Offer Notitication- Tender Offer Report

Disclosure of the status of large shareholdings- Report on the status of large
shareholdings- Report on changes in the status oflarge shareholdings
Timely disclosure

Table XVI-1. Disclosure Systems under the Companies Act and under the Financial
Instruments and Exchange Act
Disclosure System under the Financial Instruments and Exchange Act

Disclosure System under the Companies
Act

Furnishing information necessary Purpose of disclosure Report on profits available for dividends
for investors to make an investment
and the company’s capacity for offering
judgment
security for loans (solvency)
Investors (including those who are Targets for which the Shareholders and creditors
not shareholders of the company at disclosure is intended
a given time)
Providing disclosure through EDI- Method of disclosure Preparation of computing documents,
NET and stock exchanges, replying
keeping of such documents at the head ofto investor requests for disclosure
fice, and publication of a summary of annual settlement of accounts

332

Chap. XVI The Information Disclosure System and Investor Protection

tion. The disclosure of accounting documents required to be made by theCompanies Act is aimed at protecting the interest of shareholders and bondholders and at regulating the amount that can be paid in dividends. In contrast, the disclosure required to be made under the Financial Instruments andExchange Act and under exchanges’regulations is designed to disclose information concerning the state of business of listed companies to help the investors to make informed and reasonable investment decisions.
2. The System of Disclosing Corporate Information under the Financial
Instruments and Exchange Act
Issuance Disclosure
When a company publicly offers, or makes a secondary distribution of, a security whose aggregate value is ¥100 million or more, the issuer of such security must, in principle, file a securities registration statement with thePrime Minister. On the primary market, information is disclosed through thesecurities registration statement submitted. The statement shall describe (1)matters pertaining to said offering or secondary distribution, (2) the tradename of the issuing company, (3) the name of the business group to which it
belongs, (4) the financial position of the issuing company, and (5) important
information on other material matters concerning its business. In addition,
when a securities company solicits customers for the purchase of a newly issued security, it is required to provide investors with a prospectus that furnishes them with information concerning the issue that is deemed necessary
for them to assess its value and to make an informed investment decision.
Periodic Disclosure
The issuer of securities listed on an exchange must file with the Prime Minister an annual securities report for each business year within three months after the expiration of such business year. The annual securities report constitutes the main document of statutory disclosure for the secondary market.
More specifically, it must provide (1) the name of the issuer, (2) the name of
the business group to which it belongs, (3) information concerning the stateof its finances, and (4) information on other material matters concerning its
business. Moreover, companies that are required to make periodic disclosuremust regularly file quarterly securities reports, extraordinary report, andshare buyback report where necessary.
Issuers of securities that are traded on the financial instruments market are
expected to disclose sufficient information concerning their corporate affairs,on the basis of which the prices of securities will be formed. If they do notdisclose information that is to their disadvantage, the prices of their securities

Chap. XVI The Information Disclosure System and Investor Protection

Table XVI-2.

Periodic disclosure

Disclosure of corporate affairs, etc.

Issuance Disclosure

Classification

333

Statutory Disclosure Documents Required to be Filed

Documents filed

Cases requiring the filing of documents (a summary)

If a company issuing new shares or making a secondary distributionof shares through an offering whose total issuing or secondary distribution price is ¥100 million or more plans to solicit 50 or more investors for the purchase of its new shares or plans to sell to or solicit
50 or more investors for the secondary distribution on uniform terms
and conditions, it must file a registration statement.
* Small amount offering: In the case of a company issuing newshares or making secondary distribution of shares through an offering whose total issuing or secondary distribution price is less than¥500 million the contents of the securities registration statement required to be filed by such company are simplified.
Securities Registration* Incorporating system: A company that has been filing Annual SeStatement
curities Reports continuously for one year may substitute a securities
registration statement other than matters relating to the offering or
secondary distribution of securities with the annual securities reportand quarterly securities reports filed in its place.
* Reference system: When transactions of issued securities fulfill
certain requirements of the securities market with which the issuer
has been filing Annual Securities Reports for a year and the issuer’scorporate information has broadly been disclosed, the descriptionthat one should refer to the last Annual Securities Reports, etc., may
be substituted with a securities registration statement concerning
matters other than the offering or secondary distribution of securities.
Shelf Registration
Statement

When any issuer who is authorized to file a securities registration
statement under the reference system plans to issue new shares ormake a secondary distribution of shares through an offering whose
total issuing or secondary distribution prices are ¥100 million or
more, such issuer may file a shelf-registration statement of its shares.

Shelf Registration
Supplement

When a shelf-registration statement of a security has taken effect,
and when the issuer of such security plans to issue new shares ormake a secondary distribution of shares whose total issuing or secondary distribution prices are ¥100 million or more, such issuer is required to file supplementary documents relating thereto.

Annual Securities
ReportAny company that is (1) the issuer of a security to be listed on astock exchange; (2) the issuer of securities stipulated by cabinet order as that similar to distribution conditions in (1); (3) the issuer of asecurity who is required to file a securities registration statement
when it issues new shares or makes a secondary distribution ofshares through an offering; or (4) the issuer of a security the numberof whose owners was 1,000 or more at the end of any of the latest
five years (excluding certain cases), is required to file a securities report.

Quarterly Securities
ReportAmong companies required to submit Annual Securities Reports, issuers of securities listed on stock exchanges or or stipulated by cabinet order as being similar in terms of distribution conditions mustfile quarterly securities reports.

Extraordinary Report

If any material fact has occurred in a company submitting Annual
Securities Reports.

Any issuer of a security listed on a stock exchange or stipulated bycabinet order as being similar in terms of distribution conditions andShare Buyback Report that has passed a resolution at a general meeting of its shareholders
or at a board of directors’meeting to acquire its own shares must filea report.

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Chap. XVI The Information Disclosure System and Investor Protection

will be formed on the basis of an erroneous assessment of their value that
does not reflect such withheld information. This is why the law requires theissuers of securities to periodically disclose all pertinent information, good orbad, in their annual securities reports, and why it contains penal provisions todiscipline issuers who file an annual securities report containing false statements.
3. Other Disclosures to Be Made under the Financial Instruments andExchange Act
Disclosure Relating to a Tender Offer
The act of soliciting an unspecified large number of persons through a public
notice for an offer to purchase or to sell shares and of purchasing such shares
off of the exchange is called a“tender offer.”If any person other than the issuer of a listed stock who is required to file an annual securities report proposes the purchase of such shares outside the market of a stock exchange, hemust, except in cases that fall within the purview of certain requirements,
such as the purchase will result in the ownership of more than 5% of the securities, etc., purchase such shares through a tender offer. The tender offerer
is obligated to serve a public notice of (1) the purpose of the tender offer; (2)the purchase prices, etc.; (3) the number of stocks to be purchased; (4) the
period during which stocks will be purchased; and (5) other items stipulated
in other cabinet ordinances “( public notice for commencing tender offer”)
and must also file the tender offer notification with the Prime Minister. In addition, the tender offerer must, on the day immediately following the day on
which the tender offer period has expired, serve a public notice or make anannouncement indicating the number of shares offered to sell, the number ofshares it has actually purchased, and the method of payment to be made tosellers and file with the Prime Minister a tender offer report furnishing information about such matters.
The regulation on tender offers is designed to disclose information for investors in advance and give shareholders equal opportunities to sell theirstocks from the standpoint of ensuring the transparency and fairness of offexchange trading when the transactions would have effects on the control of
the target corporation.
Disclosure of Status of Large Volume Holding of Share Certificates, etc.
When the number of shares of a listed company held by a person exceeds 5%of its outstanding shares (large-volume holders), such person is principally
required to file a Report of Possession of Large Volume with the Prime Minister within five days (excluding Sundays and other holidays as may be stipu-

Chap. XVI The Information Disclosure System and Investor Protection

Table XVI-3.

335

Transitions in Tender Offer Bid (TOB) System
Major Developments

1971• Public tender offer system introduced

1990• Principles set down for forcing tender offers• Percentage share offer that triggers obligation to make tender offer decreased (from 10% to
5%)• Prior notification system abolished• Duration of offer extended• Shareholders’withdrawal rights expanded

2001• Along with the deregulation, in principle, of purchasing treasury shares, system for making
tender offers for a company’s own shares introduced

2003• Scope of acquisitions exempt from the TOB system enlarged

2004• TOBs restricted to companies with equity securities• Electronic notification system introduced

2005• ToSTNeT transactions made independent of market transactions

2006• Disclosure for TOBs upgraded (purpose of acquisition, basis of price calculation, disclosurefor MBOs)• Regulations implemented concerning the combined acquisition of shares on and offmarket• Obligation introduced for investors acquiring a large stake in a company during TOB by another party to also make a TOB• Acceptance for lowering TOB price when share split occurs• Reasons for withdrawing TOB expanded• Obligation introduced for targeted company to submit a Position Statement• Obligation introduced for investor making TOB to answer targeted company’s questions(reply to submitted questions) for the purpose of submitting a Position Statement• Calculation of duration of TOB set using business days
• Targeted company allowed to demand extension of TOB• Obligation introduced for TOB investor to acquire all tendered shares

2008• Specified listed securities added to securities eligible for TOBs
• Monetary surcharge system introduced regarding TOB rules

lated in cabinet orders) from the date when such person’s holding rate isabove 5% (called the“5% rule”). The Report of Possession of Large Volume
must furnish information concerning (1) matters relating to the ratio of shares
held by such person, (2) matters relating to the funds acquired by such person
for the purpose of purchasing such shares; and (3) the purpose for which such
person has acquired such shares. And when the percentage of shareholdingsof such person who must submit the report increases or decreases by 1% or
more, such person must file a Change Report indicating the change that occurred in the percentage of such person’s holdings of such shares. This disclosure is required because the actions of a single person holding a large volume of shares can have large effects on the formation of stock prices at themarket.

336

Chap. XVI The Information Disclosure System and Investor Protection

4. Timely Disclosure System of Financial Instruments Exchange (Stock
Exchange)
As described at the start of this chapter, stock exchanges require listed companies to disclose corporate information according to their rules. For example, the Tokyo Stock Exchange stipulates in the rules of the exchange governing the listing of securities that listed companies shall, in a timely fashion,
disclose information having effects on investors’decisions and defines concrete matters to be disclosed and procedures for disclosing such matters (seeTable XVI-4). These listed companies need to disclose both the resolutions
and decisions adopted by their executive body promptly after such resolutions or decisions were adopted and any developments caused by external
factors at the time the companies had learned of such developments.
Promptness is a feature of timely disclosure. For example, stock exchanges
require listed companies to disclose their financial results immediately after
their determination. In response, the listed companies disclose earnings reports (kessan tanshin) according to the given format. The earnings report carries more importance in terms of helping investors to learn about financial
results because it is released earlier than the annual securities report.
In addition, listed companies are obliged to provide stock exchanges withconcise information on inquiries from the stock exchanges immediately if required and to disclose the details of information immediately when the securities exchanges deem it necessary and proper. For example, in the casewhere there is a broadcast or rumor regarding corporate information but theaccuracy of such information is unconfirmed, the stock exchange concerned
may make a query to the company about the accuracy of information and require the company to disclose the response to such query.
The Tokyo Stock Exchange has put in place a system for issuing alerts
where if the TSE identifies any unclear piece of information among the information about a listed company that can have a material impact on investment
decisions of investors and the listed company requires time before offering
proper information disclosure regarding the aforesaid unclear piece of information or can disclose only certain information immediately, the TSE issues
an alert to investors.
5. Ensuring the Appropriateness of Information Disclosure
In order to ensure the effectiveness of securities listing requirements, including rules on timely disclosure, stock exchanges may implement prescribedmeasures against violations found, such as when the disclosed information

Chap. XVI The Information Disclosure System and Investor Protection

337

Table XVI-4. Main Points of Corporate Information Required by Timely Disclosure (inthe case of the Tokyo Stock Exchange)
1. D e c i s i o n s b y
Listed Companies

1. Offering of new shares to be issued, treasury shares to be disposed of, issued subscription Rights/
warrants, or offering to entities who will subscribe to treasury subscription rights/warrants to be disposed of, or a secondary distribution of shares or subscription rights/warrants
2. Shelf-registration and the commencement of a demand survey
3. Decrease in amount of capital
4. Decrease in amount of capital reserve or profit reserve
5. Acquisition of one’s own stock
6. Gratis allotment of shares or gratis allotment of subscription warrants
7. Shelf-registration concerning gratis allotment of subscription rights/warrants or commencement of ademand survey or a survey on intention to exercise the warrants
8. Share split or reverse share split
9. Issue of stock options
10. Dividend from surplus
11. Share exchange
12. Share transfer
13. Merger
14. Demerger
15. Takeover bid or take over bid for own shares
16. Announcement of opinions about a takeover bid, etc.
17. Transfer or acquisition of all or part of a business
18. Dissolution (excluding dissolution by means of merger)
19. Commercialization of a new product or new technology
20. Business alliance or dissolution of business alliance
21. Transfer or acquisition of shares or equity interest accompanied by a change in a subsidiary or othermatters accompanied by a change in a subsidiary
22. Transfer or acquisition of fixed assets
23. lease of fixed assets
24. Suspension or abolishment of all or part of a business
25. Application for delisting
26. Petition for commencement of bankruptcy, commencement of rehabilitation proceedings, or commencement of reorganization proceedings
27. Commencement of a new business
28. Change in representative directors or representative executive officers
29. Rationalization such as personnel reduction
30. Change in a trade name or a corporate name
31. Change in the number of shares for a share unit of a stock, or abolition/introduction of provisions forthe number of shares for a share unit
32. Change in accounting period (change in the end date of the business year)
33. Petition to the Prime Minister stating an excess of liabilities or possibility of the halt of repayment ofdeposit, etc. (petition under the provisions of Article 74, Paragraph 5 of the Deposit Insurance Act)
34. Petition for mediation in accordance with specified mediation procedures pursuant to the Act on
Specified Mediation for Promoting Adjustment of Specified Liabilities, etc.
35. Inportant matters related to rights pertaining to listed bonds
36. Change in certified public accountants, etc.
37. Putting notes on matters related to the going concern assumption
38. Submission of application for approval of deadline extension for submission of annual securities report or quarterly securities report
39. Cancellation of entrustment of shareholding services to a shareholding service proxy institution
40. Submission of internal control reports containing content to the effect that there is a material deficiency or that the evaluation result cannot be stated
41. Amendment to the articles of incorporation
42. Acquisition of all classified stocks subject to whole acquisition clause
43. Approval or rejection of a special controlling shareholder’s request for sale of shares, etc.
44. Other important matters related to listed company operations, business, assets, or listed company
stock certificates, etc.

2. Facts which Occurred for a Listed Company

1. damage arising from a disaster or in the performance of its operations
2. Change in major shareholders or the largest shareholder
3. Fact which causes delisting
4. Filing of a lawsuit or a court decision
5. Petition for a provisional disposition or decision on such petition, etc.
6. Cancellation of a license, suspension of a business or any other disciplinary action corresponding tothese on the basis of laws and regulations by an administrative agency or accusation of violation oflaws and regulations by an administrative agency
7. Change in a parent company, change in controlling shareholders (excluding a parent company) orchange in other related company
8. Petition or notification for commencement of bankruptcy proceedings, commencement of rehabilitation proceedings, commencement of reorganization proceedings, or execution of enterprise mortgage
9. Dishonor of a bill or check or suspension of trading by a clearing house
10. Petition for commencement of bankruptcy proceedings, commencement of rehabilitation proceedings, commencement of reorganization proceedings, or execution of enterprise mortgage pertaining
to a parent company, etc.
11. Default on obligations or delay in collection
12. Suspension of trade with a business partner
13. Financial support, such as exemption of obligations
14. Discovery of natural resources
15. Special controlling shareholder’s request for sale of shares, etc.
16. Claim for suspension of issue of stock or subscription rights/warrants
17. Demand for convocation of a general shareholders meeting
18. Unrealized loss of securities held
19. Acceleration of obligations pertaining to a corporate bond
20. Convocation of a bondholders’meeting for a listed bond, etc. and other important facts pertaining torights of a listed bond, etc.
21. Change in certified public accountants, etc.
22. Delay in submission of annual securities report or the quarterly securities report
23. Approval, etc. of deadline extension for submission of the annual securities report or quarterly securities report
24. The fact that an audit report attached to financial statements, etc. contains an“adverse opinion”,, or a“qualified opinion”with making issues concerning a going con“opinions are not expressed”
cern assumption as exceptions
25. An internal control audit report contains an“adverse opinion”or the fact that“opinions are not expressed”
26. Receipt, etc. of a notice of canceling a shareholder services agent agreement
27. Other important matters related to operation, business or assets of such listed company or related toa listed stock certificates, etc.

3. Listed Company
Earnings Information

1. Earnings reports (kessan tanshin), quarterly earnings reports (shihanki kessan tanshin)
2. Amendments to performance estimates, differences in estimates and earnings values
3. Amendments to dividend estimates, etc.

Note: In addition to the above, listed companies are required to disclose important decisions and new developments
related to subsidiaries and other matters relating to controlling shareholders, etc.
Source: Tokyo Stock Exchange, Securities Listing Requirements, Guidebook for the Timely Disclosure of Corporate
Information.

338

Chap. XVI The Information Disclosure System and Investor Protection

Table XVI-5.

Measures to ensure effectiveness○Penalty measures• Methods of announcing information• Penalty on breach of the listing contract

Chart XVI-2.

○Improvement measures• Improvement Report, Improvement Status Report• Designation as Securities on Alert

Flow from Designation as Securities Under Supervision/Alert to Removal of Designation

No improvement
can be expected

Applicable to designation as a security
under supervision/alert
Improvement can be expected
Designation as a security under supervision/alert

Designation

Improvement period

1 year from designation

Examination for removal

Delisting

No improvement
Continuation ofdesignationNo
improvement

Examination forremovalImprovement
RemovalImprovement period after
continuation of designation
1 year and 6 months
from designation

Improvement
RemovalNote: If it is found during the period of designation that no improvement can be expected, the security isdelisted.

contains false statements or when there is a violation of matters to be observed under the Code of Corporate Conduct. These measures to ensure theeffectiveness are classified into two categories: improvement measures andpenalties. The former requires the listed company concerned to make improvements while the latter imposes a penalty on the listed company.
Improvement measures are categorized into the designation as a security

Chap. XVI The Information Disclosure System and Investor Protection

339

under supervision/alert and the submission of Improvement Report/Improvement Status Report. For example, if a listed company has made a false statement in its securities report, etc. and a stock exchange recognizes that there isa strong need for the listed company to make improvements to the company’sinternal management system, etc., the listed company is designated as a“security under supervision/alert.”The designation as a security under supervision/alert is removed if the listed company makes improvements to its internal management system, etc. within the prescribed period for improvement.
If, however, no improvement is made within the prescribed period or there isno likelihood of improvement, the company will be delisted. The securitieson alert system is a mechanism for having the listed companies concerned
make proper improvements while removing the possibility of delisting in the
future, and has been introduced as a measure equivalent to delisting. If it isfound that there is difficulty in maintaining order on the market unless astock is immediately delisted, such stock is delisted without receiving thedesignation as a security under supervision/alert.
Meanwhile, if a stock exchange finds that there is a strong need for a listedcompany to make improvements even when the status of the listed company
does not correspond to giving designation as a security under supervision/
alert, which is a measure leading to possible delisting, the stock exchange
may require the listed company to submit an Improvement Report containing
the circumstances behind the misconduct and improvement measures. The
listed company that has submitted the Improvement Report must submit an
Improvement Status Report containing the status of implementation and operation of improvement measures in a timely way after six months havepassed since the submission of the initial Improvement Report. The Improvement Report and the Improvement Status Report submitted by the listedcompany concerned are made available for public inspection on the websiteof each stock exchange.
Meanwhile, penalties are categorized into a penalty (a fine) against a
breach of listing contract and a disclosure measure. Depending on the degreeof damage given to the trust that shareholders and investors place in the market, a judgment will be made on whether to apply the penalty (a fine) against
a breach of contract, which is the more serious treatment.
6. Recent Moves of Information Disclosure
Movement toward Introduction of International Financial ReportingStandards (IFRS)International Financial Reporting Standards (IFRS) are accounting standards
developed by the International Accounting Standards Board (IASB).

340

Chap. XVI The Information Disclosure System and Investor Protection

Chart XVI-3.

Number of Companies Adopting IFRS on the TSE
Rasio among the total market capitalization
171
of TSE limited comoanies: 30%(market capitalization(Number of companies)

162

160
140

128

120

112

100

21

73

80
60
40
20
0

42

Jun. 30, 2014

32

23

20

26

31

19
27

30

125

111

35

15
27

22

141

188 trillion)

74

68

85

38
Mar. 31, 2015

Adopting IFRS

Aug. 31, 2015

Mar. 31, 2016

Decided to adopt IFRS

Jun. 30, 2016

Mar. 31, 2017

Jun. 30, 2017

planning to adopt IFRS

In total, over 100 countries now use or plan to use the IFRS as their own
accounting standards. In the EU, companies listed in the region have been required to use the IFRS since 2005. And financial statements prepared basedon the IFRS are accepted in the United States.
Also in Japan, since 2010, listing companies have been allowed to voluntarily adopt the IFRS on condition, among other requirements, that the companies conduct international financial or business activities. However, in fact,
only a few companies took advantage of this option. Under such circumstances, in 2013, with a view to expanding voluntary adoption of the IFRS,
the requirements were relaxed. In addition, given the recommendations proposed by the government in its growth strategy, initiatives were taken toward
expanding the scope of application, including the release of a report by the
FSA in 2014 that summarized the objectives of companies pursuing voluntary adoption of the IFRS at the time of shifting to the IFRS and the advantages of adopting the IFRS. Currently, there are 171 companies listed on the
TSE that have either already adopted the IFRS or are scheduled to adopt thestandards. These companies account for 30% of the overall market in termsof market capitalization.
Introduction of the Japanese-Version Fair Disclosure Rules
In April 2018, a bill amending the Financial Instruments and Exchange Act
to include the Fair Disclosure Rules was enacted. The Fair Disclosure Rules
are referred to as the rules which ensure that when a listed company, etc. pro-

Chap. XVI The Information Disclosure System and Investor Protection

Table XVI-6.

341

Outline of the Japanese-Version Fair Disclosure Rule

Target information • Important information that influences investment decisions
range• Basically consistent with the scope of information subject to insider trading
regulations• Of other above information, it is included information that is unpublished definitive and affected to the price of issuer securities when published• Mosaic information that does not influences investment decisions immediately
itself is not eligible.
Target of informa- • In addition to the officers of the issuer, employee or servant or an agent (limitedtion providers
to the person that communicates information to recipient)
Target of informa- • Suppliers to provide information related to trading results of securities and fition recipients
nancial results analysis results, etc. to third parties, that is securities companies,
investment managers, investment advisers, investment corporations, credit rating agencies, etc.
• The person that it is assumed that the issuer securities are bought and soldbased on information to be provided by the issuer
Provision of infor- • Do not need publication if the information recipient assume an obligation thatmation that does not the information recipient concerned does not transmit to a third party, and does
not use it in an investment judgment even if it is the offer to an information rerequire publication
cipient targeted for the rule.
• When an information provider grasps that an information recipient transmitted
information to others targeted for the rule in violation of obligation of keeping
secrecy, publication of the information is required by the issuers.
Publication method Providing disclosure through EDINET, Timely disclosure through TD-net, andof information
Publication on the issuer’s home page
Enforcement• At first, pressing the issuers for prompt publication of the information when it
conflicts with this rule.
• And so, when appropriate correspondence does not have it stolen by this. instructions giving it an order to start the effect of this rule by administrative.

Source: Produced on Financial Services Agency publication“council for finance market working groupfair disclosure rule taskforce report”

vides inside information which might have an impact on investment decisions to a specific third party, such as an analyst of a securities company or afund manager of an investment management institution, such information
also be equally disclosed to other investors. According to a report released by
the Task Force on Fair Disclosure Rules, the scope of such information
should, in principle, correspond with the scope of information which triggers
Japan’
s insider trading regulations but should also include non-public information of a precise nature concerning an issuer which would likely have amaterial effect on the price of the issuer’s securities if made public.

CHAPTER XVIIThe Securities Regulatory System

1. Financial Instruments and Exchange Act
In 2006, the Securities and Exchange Act underwent major revisions and was
renamed the Financial Instruments and Exchange Act (FIEA). These revisions were enforced for the purpose of introducing cross-sectional regulations and flexibility into the financial system. Introduction of cross-sectional
regulations meant revising the conventional vertically segmented regulations
and applying the same types of rules to financial instruments with similar
economic functions and risks. This was achieved by expanding the FIEA’s
scope of application and by revising various related laws and regulations.
More specifically, the scope of application was extended to include not only
general investment trust beneficiary rights and mortgage securities, etc. but
also collective investment schemes, making it possible to implement regulations comprehensively. In addition, various related laws were revised to establish a regulatory framework where financial instruments not covered by
the FIEA but sharing many of the same aspects were subject to similar rules.
Another move to cross-sectional application was the standardization of theregistration of sales and solicitation, investment advisory, asset management,
and asset administration, etc., businesses under the umbrella of Financial Instruments Business Operators with the aim of applying as common a code of
conduct as possible.
The authorities introduced flexibility into the law through (1) disclosure
regulations, (2) industry regulations, and (3) separating rules for dealing withdifferent classes of investors. More specifically, (1) they placed strict disclosure obligations on highly liquid securities, strengthening the disclosure system by requiring listed companies to provide quarterly securities reports, internal control reports, and confirmation letters from auditors. In contrast,
illiquid securities, in principle, are exempt from these disclosure regulations.
(2) While all Financial Instruments Business Operators are required to register under the comprehensive industry regulations, businesses are classified
into the three categories of Type I and Type II Financial Instruments Businesses, Investment Advisory and Agency Business, and Asset Management

Equivalent regulations for all financial products andservices with strong investment characteristics.

Securities and Exchange Law

Strengthening the SRO functions (listing screening, trading
investigations, etc.) of exchanges (making the SRO an
independent organization).

Exchange System

Differentiating by so-called professional and generalinvestors (level of knowledge and experience) regulations
that vary according to the type of product, etc., being sold.

Source: Materials produced by the FSA.

●

Quarterly reporting required by law
Strengthening of internal control
for financial reporting

Disclosure System

Note: Shortened deadlines on special
large shareholding reports
Within 15 days of end of eachquarter→ Within 5 business days
every two weeks●

Revision of tender offer (TOB)
system● Revision of large shareholding
reporting system

Note: Confirmation by managementof appropriateness of disclosure,
etc.

●

●

In principle, the same type of investor
protection regulations apply as in the FIEA.

Note: Terms such as “securities firm” and “stock exchange” were not changed.

So-called Investment Services Act
Financial Instruments and Exchange Act

Banking Act, Long-Term Credit Bank Law, Shinkin Bank Act, Smalland Medium Sized Cooperative Savings Insurance Corporation Law● Insurance Business Law● Securities Exchange Law● Act Concerning Designated Real Estate Joint Enterprises

Revision

Punitive Measures and Monetary Penalties● Increasing criminal penalties (maximum prison term of
five years→ten years)● Raising monetary and criminal penalties for Misogyoku(dummy-order market manipulation)●●

Flexible (converting from uniform to variable regulations)

Comprehensive coverage of collective investment schemes (funds)●

from a vertical to a horizontal
Cross-sectional (converting
legal framework)

So-called Investment Services Act regulations●

FIEA
Expanded, etc., obligation to explain
products to customers→ estimated amount of civil liability(loss of principal), etc.

2. Amendments of Regulations of Related
Laws● Laws related to commodity investment
business (so-called Commodity Fund
Law)

1. The following laws were abolished.
● Financial Futures Trading Law● Law Concerning the Regulation of
Investment Advisory Services Relating
to Securities● Law Concerning Foreign Securities
Firms● Law Concerning the Regulation of
Mortgage BusinessBill Concerning Amendments ofRelated Legislation Concerning
the Partial Revision of the Securities
and Exchange Law, etc.

Transition from Securities and Exchange Act to Financial Instruments and Exchange Act

Bill to partially revise the Securities and Exchange Law, etc.
(Establishing cross-sectional legislative framework to protect investors)

Chart XVII-1.

Chap. XVII The Securities Regulatory System

343

344

Chap. XVII The Securities Regulatory System

Business, with separate rules applying for each category. In addition, (3) customers are classified into professional investors and general investors, withvarious exceptions to the general industry code of conduct applying to dealing with professional investors.
Major revisions to the FIEA included those relating to firewall regulations
between securities companies, banks and insurance companies enforced in
2008, the introduction of public regulations on credit-rating agencies, establishment of the Alternative Dispute Resolution (ADR) System in the financial sector, establishment of a framework for alliances among financial instruments exchanges and commodity exchanges that went into effect basedon the revisions in 2009, and the introduction of a disclosure system relating
to rights offering that was made based on the revisions enforced in 2011.
Subsequently, in the 2015 revision, regulations on funds for professionals(specially permitted businesses for Qualified Institutional Investor, etc.) wereamended. And the most recent 2017 amendments included (1) the introduction of rules on high-speed trading (HST) where a registration system forhigh-speed traders was adopted along with a call for the establishment of an
operation management system; and (2) the introduction of the Fair Disclosure Rules.
2. Other Laws and Regulations Related to the Securities Market
While the Financial Instruments and Exchange Act (FIEA) serves as the mostfundamental law concerning securities, securities business operators, andtransactions on the securities markets, there are, in fact, many other related
laws and regulations.
As previously stated, in addition to the enforcement of the FIEA, from thepoint of view of investor protection, other laws were revised so that theyshared, to the extent possible, common regulations with the FIEA for financial instruments not covered by the FIEA but having the same economic
function. For example, such related laws as the Banking Act (Art. 13-4), Insurance Business Act (Art. 300-2) and the Trust Business Act (Art. 24-2) implemented provisions equivalent to the FIEA’s code of conduct, perhaps themost important area for customer protection. Specifically, these laws haveregulation of advertising, etc.; obligation to clarify conditions of transactionsin advance; delivery of document prior to conclusion of contract; behavior
prohibitions; prohibition of compensations of loss, etc.; and best execution
policy.
The Act on Sales, etc. of Financial Instruments was formulated to provide
cross-sectional regulations regarding the sale and solicitation of sales for deposits, investment trusts, insurance, securities, and other financial instru-

Chap. XVII The Securities Regulatory System

Table XVII-1.

345

Banking Act, Insurance Business Act, and Trust Business Act

1. Acts that have sales and solicitation rules equivalent to those of the FIEA for deposits,
insurance policies, and investment trusts with strong investment characteristics(Points of view on which regulations have been implemented for each act)
Banking Act (specified depos- Insurance Business Act (speci- Trust Business Act (specified
its, etc.)
fied insurance policies, etc.)
trust agreements)
Advertising, etc.
regulations• In the case of derivative deposits, if the bank has theright to extend the term of thedeposit, it must indicate to thecustomer the risk that the interest rate could fall below
the market rate to the disadvantage of the customer.

Obligation todeliver written
documents• Exceptions to the obligation • The document prior to con- • Exceptions to the obligato deliver written documents
clusion of contract must con- tion to deliver the docu- When a document on for- tain notes on material items ment prior to conclusion ofeign currency deposit, etc. in accordance with provisions contract
was delivered within the in supervisory guidelines re- (Documents regarding apast year
garding the contract outline similar contract has pre- When a similar document and cautionary information
viously been delivered,
was delivered within the Eg.: The contract outline is and the customer has
past year
dictated on the statutory level, made it clear that issuNote: Establish transitional while cautionary information ance of documents is notmeasures at the time is dictated on the cabinet of- necessary, etc.)
of enforcement (can fice order level.
be issued prior to en- • Items covered in the docuforcement; can be is- ment delivered upon conclus u e d w i t h i n t h r e e sion of contract can be admonths of enforce- justed in line with the items
included in the insurance polment)• In the case of derivative de- icy, etc.
posits, the document prior to Eg.: Items regarding the typeconclusion of contract must and content of the contractcontain the same contents as can be omitted from the docuthe items shown in the adver- ment delivered upon conclutisement, etc.
sion of contract if they arecontained in the insurance
policy, etc.

Prohibited acts

• Generally prohibited acts in • Generally prohibited acts for • Generally prohibited acts inthe banking businessconcluding or soliciting pur- underwriting trusts• Concluding a contract with- chase of insurance policy• Concluding a contract
out adequate explanation nec- • Concluding a contract with- without adequate explanaessary for understanding the out adequate explanation nec- tion necessary for underdocument prior to conclusion essary for understanding the standing the document priorof contract or the document document prior to conclusion to conclusion of contract
on foreign currency deposits, of contract
etc.

Specified investors • One type (contract for speci- • One type (contract for speci- • One type (contract for(Tokutei Toushika)
fied deposits, etc.)
fied insurance policies, etc.)
specified trusts)(Type of contract)
2. Business scope of banks and insurance companies(Auxilliary businesses)

3. Business scope of banking and insurance company
subsidiaries• Expanded to include agency or intermediary businessfor concluding investment advisory and discretionary
investment contracts (banks only).
• Expanded to include emission rights derivatives trading. (intermediary and consulting services for emission rights trading also permitted as incidental businesses).

• Business scope of securities subsidiaries expanded(full coverage of Financial Instruments Businesses).
• Scope of financial-related businesses expanded (private placements, investment advisory and agency
business, self-management, emission rights trading,emission rights derivatives trading, etc.).

Source: The FSA.

346

Chap. XVII The Securities Regulatory System

Chart XVII-2.

Enhancement of the Act on Sales, etc. of Financial Instruments

Principles on actions for damages undercivil act (section 709 of the Civil Law)

Financial Products Sales Act

Customers (sufferers) shall prove all therequirements fromto ① to ④ to win actions fordamages against financial firms.

The act prescribes special treatment on actions fordamages regarding a wide range of financial products.
including deposits, insurance, securities, etc.
Duty to explain・possibility of loss
to principals
・risk② intention or negligence④ damages① malfeasance

Violation of
duty toexplain

Proof of ①

No fault liability offinancial firms
Presumption of loss asloss to principals
No need for customers
to prove requirementsfrom ② to ④

③ causation
Strengthening Financial Products Sales Act
Enlarging the scope of duty to explain
・Adding a possibility of losses beyond original principals
and important part of schemes of financial instruments inthe scope of duty to explain● Introducing prohibition of provision of conclusive judgment
・no-fault liability and presumption of loss in case of theviolation●

Source: The FSA.

ments. The law was revised in 2006 at the same time the FIEA came into
force to make it easier for customers to press civil liability suits. For example, the law expanded the scope of obligation to explain products to customers (Article 3, Paragraph 1, Items (ii), (iv) and (vi)) and added a suitability
rule (Article 3, Paragraph 2). These revisions defined the responsibility, inthe case of a violation of the suitability rule, to compensate the customer fordamages, which are presumed to be any loss of principal (Article 6). The
Commodity Exchange Act (currently the Commodity Derivatives Transaction Act) was also reformed to include similar regulations for its financial instruments. The revisions implemented advertising regulations and inserted an
obligation to explain financial products in a manner appropriate to the customer. Furthermore, loss compensation was prohibited and made punishable
by penalties.
While most of the business and code of conduct regulations regarding theinvestment trust intermediary business and asset management business of investment corporations have been included in the FIEA, the Act on Investment Trusts and Investment Corporations (Investment Trust Act) was left tofocus solely on investment trust regulations and to serve as one of the pillars
of investment trust regulations along with the FIEA.
There are several laws pertaining to issuance of securities. For example,
issuing of public bonds is approved based on the provisions of the Public Fi-

Chap. XVII The Securities Regulatory System

347

nance Act and the Local Government Finance Act while deficit-covering
bonds are governed by the special law of each fiscal year (legislation is not
required up until fiscal 2020 based on the Special Bond Act of 2016). There
are also laws concerning issuing administration for government bonds. For
private securities, the Companies Act provides for the issuance of stocks andcorporate bonds by corporations. As for corporate bonds and other bonds, theSecured Bond Trust Act and the Enterprise Mortgage Act are separately enforced in regard to collateral. In addition, the Act on the Securitization of Assets is in place regarding the issuance of asset-backed securities.
3. Organization of the Securities Regulatory System
During the period after the war, the Securities and Exchange Act was in place
and the Securities and Exchange Commission, which was modeled after the
U.S. Securities and Exchange Commission (SEC) and established as an external bureau of the Ministry of Finance, oversaw the securities regulatory
system. However, after the end of the U.S. occupation in 1952, the securities
regulatory system was once again placed under the control of the Securities
Business Division in the Finance Bureau of the Ministry of Finance. Then in
1964, the Securities Bureau was established within the Ministry of Finance.
The Securities Bureau oversaw the securities regulatory system as a core entity for operating the license system for securities business operators over a
period of about 30 years under the revised Securities and Exchange Act of1965. During Japan’s bubble economy years, the country’s securities market
demonstrated significant growth to become one of the major markets on a
global level. On the other hand, the market came under severe criticism forlacking openness and being scandal-ridden. This, in particular the major financial and securities scandals in 1991, prompted efforts to strongly promotereforms of the securities regulatory system along with market reforms.
In 1992, the Ministry of Finance bolstered its market surveillance by establishing the Securities and Exchange Surveillance Commission (SESC) andtransferring surveillance to this body. Further change came in June 1998
when the government set up the Financial Supervisory Agency as an externalbureau (Article 3,“Committees”of the National Government OrganizationAct) of the Prime Minister’s Office, to which the Ministry of Finance transferred the SESC. Subsequently, with the enforcement of the Act on Revision,etc. of Related Acts for the Financial System Reform in December 1998, theFinancial Supervisory Agency took over the role of overseeing the securities
regulatory system. Concurrently, the Financial Reconstruction Commission,
which was established around the same time, was given the highest responsibility over the financial and securities regulatory system.

348

Chap. XVII The Securities Regulatory System

Chart XVII-3. Securities Administration and the Monitoring System for Securities
Transactions, etc.
Prime Minister
Appointment(subject to Diet approval)

FSA

Administrative
Actions or Orders
to PayAdministrative
Monetary Penalty

Recommendations or
Proposals

Publicprosecutors

Monitoring
Financial Instruments
Business
Operators, etc.
(Violations of laws)

FilingCriminal
Charges

SESC
Chairman
2 Commissioners

Inspection
Listed Companies, etc.
(Violations of
disclosure
requirements)

Investigation
MarketMisconduct(Insider trading/Market manipulation)

Source: Materials available on the website of the Securities and Exchange SurveillanceCommission.

Then in 2000, the Financial Supervisory Agency was reorganized as the
Financial Services Agency (FSA) to which the Ministry of Finance transferred the financial system planning and law drafting functions in 2001, thesame year as the Financial Reconstruction Commission was transferred to the
FSA and the SESC also became part of the FSA. Through this process, themajor portion of securities regulation in Japan was consolidated into a systemadministered by the FSA and the SESC. And the policy on securities regulation shifted from preventative administration to regulatory violation surveillance. Behind this shift was the clarification of the objective of the administration to increase the welfare of people in Japan primarily through promoting
sustainable growth of corporations and the economy and stable asset formation, following the winding-down of a bad debt issue among others after thecollapse of the bubble economy.
New challenges for the administration have also been pointed out, including the call for further enhancement of the financial intermediary function
and the design for a system to handle financial technologies. The FSA released its reorganization plan in August 2017, which included the following
main objectives: (1) enhance the administration’s strategy development func-

Chap. XVII The Securities Regulatory System

Chart XVII-4.

349

Reorganization of the Financial Services Agency＜Current＞
Planning and
Coordination Bureau＜After review＞
Strategy Development Strengthen support for Fintech etc.,
and Management Bureau Strengthen market functions

Vice Commissioner

State Minister

Commissioner(Government Department)

Parliamentary Vice-Minister

Minister of State for Financial Services(Planning Department)

Inspection
BureauMacro/
specialty teamTeams bybusiness type

Supervisory Bureau

Policy and Markets
BureauVice Commissioner

Enhancement of Strategy planning,
Enhancement of general adjustment
function

Macroprudence, Specialized team※Specialized team collaborates with teams by business typein Supervision Bureau to conduct on-site inspections.

Supervision Bureau

Integrated monitoring of each bussinesscategory (integrated on/off monitoring)

Source: The FSA.

tion, (2) upgrade the administration’s professional expertise, (3) strengthen
the response to FinTech, and (4) pursue a unified approach to inspection andsupervision by abolishing the Inspection Bureau and integrating the role into
the Supervision Bureau. The key points of functional enhancement are: (1)new establishment of Vice Commissioner for Strategy Development andManagement Bureau who will also be in charge of FinTech, (2) launch of a
FinTech Support Desk, and (3) establishment of a supervision & monitoring
system for high-speed traders, etc.
4. Law Enforcement by the Financial Services Agency
The executive authority for the Financial Instruments and Exchange Act lies
with the prime minister of Japan, the top cabinet minister, who in turn oversees the Financial Services Agency (FSA). In actual practice, the prime minister delegates this authority (with some exceptions such as the authority on
approval and other treatment) to the commissioner of the FSA as stipulated
in Article 194-7“Delegation of Authority to the Commissioner of the FSA.”
Major types of authority delegated to the commissioner include the authority

350

Chap. XVII The Securities Regulatory System

Chart XVII-5.

Flow Leading to the Payment of Administrative Surcharge

Commissioner(4) Selection of examiners(6) Draft order
Tribunal formed by 3 examiners
Financial Markets DivisionCorporate Accounting andDisclosure Division(4) Selection of assigned
staff
Office of Trial Procedures(2)
ReportExecutive Bureau
Civil Penalties Investigation andDisclosure Document Inspection
Division(3) Decision to start trial process(7) Monetary Penalty Payment Order(Written ruling sent)(5) Trial Procedures
Trial date
(Preparatory
proceedings date)(1) Investigations

Respondent(Council)

Securities and Exchange Surveillance Commission

Note: Designated staff members are selected among the employees by the FSA Commissioner to assert
and verify the violations, etc., in the trial proceedings. They submit preparatory documents andgive evidence, etc.
Source: Materials available on the website of the Securities and Exchange Surveillance Commission.

to issue a Business Improvement Order to Financial Instrument Business Operators and Registered Financial Institutions (Article 51, Article 51-2) or an
order to suspend operations or rescind their registration or approval (Article
52, Article 52-2). The FSA commissioner is also required to issue an Administrative Surcharge Payment Order if certain conditions are met. Primary examples subject to the issuance of the Administrative Surcharge Payment Order include non-submission of securities registration statements, etc. andfalse statement (Articles 172, 172-2, 172-3, and 172-4) and non-submission,
misrepresentation and false statement of the public announcement of the startof an offering or the Tender Offer Notification (Articles 172-5 and 172-6).
When any case of unfair trading practice is noted based on facts of spreading
rumors, use of fraudulent means, market manipulation, or insider trading(Articles 173, 174, 174-2, 174-3, and 175), an Administrative Surcharge Payment Order is normally decided through a trial procedure and based on a
draft produced by examiners (Articles 178, 185-6, and 185-7).
In addition, the following inspection authority for issuing disciplinary action by order or measures by the FSA is delegated by the commissioner to the
SESC. Certain other matters and some of the matters delegated to the com-

Chap. XVII The Securities Regulatory System

Table XVII-2.

351

Major Legal Basis of Inspection and Supervision by the FSA

Financial Instruments and Exchange Act
Article 56-2
Financial Instruments Business Operators, Etc.
Article 60-11
Authorized On-Exchange Transaction Service Operators, Etc.
Art. 63 Para. 8
Specially Permitted Business Notifying Persons, Etc.
Article 66-22
Financial Instruments Intermediary Service Providers, Etc.
Article 75
Authorized Financial Instruments Firms Association, Etc.
Article 79-77
Investor Protection Fund, Etc.
Article 106-16
Major Shareholders, Etc. of Financial Instruments Exchanges and Their
Holding Companies
Article 151
Financial Instruments Exchange, Etc.
Article 153-4
Self-Regulatory Organizations
Article 155
Foreign Financial Instruments Exchange, Etc.
Article 156-5-8
Major Shareholders, Etc. of Clearing Organization
Act on Investment Trusts and Investment Corporations
Article 22
Investment Trust Management Companies and Trustee Companies, Etc.
Article 213
Investment Corporations, Etc.

mission may be delegated to the Director-General of the Finance Bureau orto the Director-General of the local finance bureau. The Director-General of
the Finance Bureau collaborates with the Director of Securities and Exchange
Surveillance Department of each location.
(1) The authority to require Financial Instruments Business Operators andparties executing transactions with Financial Instruments Business Operators
to produce or submit for inspection reports related to such operators, andsimilar authority over Financial Instruments Intermediary Service Providers(2) Similar authority over Authorized On-Exchange Transaction Service
Operators (Foreign Securities Companies), etc.
(3) Similar authority over authorized-certificated organizations or parties
that have received consignment of operations from such organizations(4) The authority to require authorized associations or issuers of OTC securities to produce or submit for inspection reports(5) The authority to require financial instruments exchanges and their subsidiaries, issuers of securities listed on respective exchanges and foreign financial instruments exchanges to produce or submit inspection reports(6) The authority to require related parties of incidents subject to administrative surcharge to produce or submit inspection reports
The commission members carry out their investigations within the permissible scope and when considered necessary, the commission may report thematter to the prime minister or the FSA commissioner for administrative disciplinary action (Act for Establishment of the Financial Services Agency, Article 20) and other measures.

352

Chap. XVII The Securities Regulatory System

5. The Securities and Exchange Surveillance Commission
The Securities and Exchange Surveillance Commission (SESC) comprises achairman and two other committee members appointed by the prime ministerwith the approval of the house of representatives and the house of councilors(Act for Establishment of the Financial Services Agency, Arts. 10 to 12). As
described in the preceding section, the commission has the authority delegated by the FSA commissioner to require a wide range of people related to Financial Instruments Business Operators and registered financial institutions
to produce or submit for inspection reports and materials (FIEA Art. 56-2,
Art. 60-11, Art. 63, Art. 66-22, Art. 75, Art. 79-4, Art. 79-77, Art. 151, Art.
156-15, Art. 156-34, etc.). The commission also has the authority to demand
the production or submission for inspection of reports and materials from thesubmitters of securities registration statements or Statements of Large Volume Holders and tender offers (FIEA Art. 26, Art. 27-22, Art. 27-30, etc.).
Based on this process, the commission mainly carries out the following
tasks: (1) market analysis screening (daily market surveillance) involving areview of the securities trading activity of Financial Instruments Business
Operators; (2) securities inspections involving wide-ranging and detailed
branch inspections of Financial Instruments Business Operators and registered financial institutions; (3) disclosure inspections to ensure the appropriateness of disclosure by submitters of securities registration statements andannual securities reports; and (4) administrative surcharge investigations undertaken to determine whether certain behavior requiring an Administrative
Table XVII-3.

SESC Recommendations by Business Year (as of January 31, 2018)
92－10

2011

2012

2013

2014

2015

2016

2017

Total

Business Year

142

15

7

3

6

8

7

4

Fake statement of
Annual Securities
Reports, etc.

32

4

0

0

2

3

0

0

Disseminating
Unfounder Rumors・
Fraudulent Means

17

4

1

1

1

2

2

0

Market manipulationor price fixing

21

1

0

1

2

1

3

2

Insider trading

65

6

2

1

1

2

2

2

Others

7

0

4

0

0

0

0

0

Source: Materials available on the website of the Securities and Exchange Surveillance Commission.

Chap. XVII The Securities Regulatory System

New coverage of inspection (trade repositories)
New coverage of inspection (group companies, etc. following the
introduction of consolidated regulation)
New coverage of inspection (credit rating agencies, etc.)
New coverage of inspection (funds, etc.)(Investment advisory companies, etc.)
Inspection of Inspection for financial soundness
securities
companies Inspection for maintaining market fairness
Widening the scope of violations subject to administrative monetary penalties[tipping, trading recommendations and other acts related to insider trading]Widening the scope of violations subject to administrative monetary penalties[unfair trading, etc. committed on the account of others by persons other thanfinancial instruments business operators]
Expanded scope of investigation and administrative monetary penalties[Included in market manipulation: fictitious buying and selling of stocks, exchangeof stocks based on collusive arrangements and illegal stabilization operation trade]
Expanded scope of investigation and administrative monetary penalties[“Misegyoku” sham order transactions]
Insider trading, market manipulation with actual trading, disseminating unfounderrumors regarding stock markets, and fraudulent means
Widening the scope of violations subject to administrative monetary penalties(involvement in the submission of documents containing false disclosure statements)
Expanded scope of investigation and administrative monetary penalties

Recommendations & proposals

Investigation of market
misconduct
Inspection of
disclosurestatements

Activities of the SESC

Expanded scope of investigation and administrative monetary penalties[Quarterly securities reports*, internal control reports, etc.]
Securities registration statements*, Annual securities reports*,
Semi-annual securities reports*, Extraordinary reports*, etc.

Investigation of
infringements*Signifies the disclosure documents subject to administrative monetary penalties

Investigationand petitioningof injunction

Collection, analysis and examination of information

Inspection of securities
companies

Chart XVII-6.

353

Investigation of infringement cases
Insider trading (including tipping, trading recommendations and other acts),
market manipulation, disseminating unfounder rumors, fraudulent means,submission of false securities reports, compensation for loss, etc.

Investigation for seeking petitions for court injunctions

Filingcriminal
charges
Seeking
petitionsfor court
injunctions

Source: Data disclosed by Securities and Exchange Surveillance Commission.

Surcharge Payment Order, such as unfair trading practices or disclosure violations, has occurred. Furthermore, in the case of a criminal investigation,such as the misrepresentation of material facts in a securities registration
statement or annual securities report submitted or market manipulation, officials of the commission are authorized to arbitrarily investigate by questioning, examination, retention, etc. and keeping documents in custody (FIEA
Article 210). In such criminal investigations, the officials also have inspection, search, and seizure authority within the scope of the warrant issued by a

354

Chap. XVII The Securities Regulatory Systemjudge (FIEA Article 211, etc.).
As described in the preceding section, after the commission has made its
recommendations based on its securities investigations, the FSA commissioner issues orders to improve business operations, rescinds registration, or
suspends operations. When the commission recommends action as a result of
its administrative surcharge investigations, the commissioner issues an Administrative Surcharge Payment Order when he/she is convinced that regulations have been violated. Furthermore, when the commission is convincedthat irregularities have been committed following the investigation in a criminal case, it must report the case to the Public Prosecutors Office pursuant to
the provision of Article 226, Paragraph 1 of the FIEA.
One area that has been receiving attention in recent years is the issuance ofProhibition Orders and Stay Orders (Article 192, Paragraph 1) issued by the
courts based on a petition made by the SESC. In the 2008 revision of the
FIEA, the Securities and Exchange Surveillance Commission was given theauthority to petition for these legal actions. It first used this power to deal
with a business operator not registered as a financial instruments business
operator in 2010 (November 2010, Daikei Co., Ltd.). It has continued to doso (most recently, F Support Co., Ltd. in April 2016 and Repair House Co.,
Ltd. in July 2016).
6. Self-Regulatory Organizations
A self-regulatory organization is an organization established voluntarily byintermediaries, etc. under the respective legal framework with the purpose of
ensuring fair and smooth trading of securities and other transactions and ofcontributing to the protection of investors. It takes on the role of securing the
public nature of the securities market through formulating its own rules andensuring adherence to those rules along with the laws, regulations and otherrules set out by the government.
The Financial Services Agency (FSA) acknowledges the financial services
associations, certified payment service associations and designated dispute
resolution organizations as self-regulatory organizations in addition to the Financial Instruments Firms Associations. Financial Instruments Firms Associations are categorized into authorized financial instruments firms associations
approved by the prime minister under the FIEA (Article 67-2) and certified
financial instruments firms associations designated by the prime minister under the FIEA (Article 78). The JSDA is currently the only Authorized Financial Instruments Firms Association and its members comprise Financial Instruments Business Operators and registered financial institutions. The JSDA
has in place Articles of Association; fair, conventional regulations; board res-

Chap. XVII The Securities Regulatory System

Table XVII-4.

355

List of Self-Regulatory Organizations Governed by the FIEA (November
2017)
Rules, etc.

Organization

Financial instruments
exchange

LicensedSame as above
Same as above
Same as above

Japan Exchange Regulation (see main text)
Nagoya Stock Exchange
Fukuoka Stock Exchange
Sapporo Securities Exchange

Financial Instruments
Firms Associations

Authorized
CertifiedSame as above
Same as above
Same as above

JSDA
The Investment Trusts Association, Japan
Japan Investment Advisers Association
Financial Futures Association of Japan
Type II Financial Instruments Firms Association

Investor Protection
Organization

CertifiedFinancial Instruments
Mediation Assistance Center(FINMAC)

Source: Compiled based on data available on the website of the FSA, etc.

Table XVII-5.

Principal Rules of the Japan Securities Dealers Association (as of November 2017)

Self-Regulatory Rules
Rules Concerning Solicitation for Investments and Management of Customers, Etc. by Association
Members
Rules Concerning Establishment of Confidential Corporate Information Management System by
Association Members
Rules Concerning Internal Administrators, Etc. of Association Members
Rules Concerning Application for Confirmation, Examination, Confirmation, Etc. of Incidents
Rules Concerning Financial Instruments Intermediary Services Providers
Rules Concerning Elimination of Relationships with Antisocial Forces
Rules Concerning Employees of Association Members
Rules Concerning Qualification and Registration, Etc., of Sales Representatives of Association
Members
Rules Concerning Distributions, Etc. of Securitized Products
Rules Concerning Maintenance of and Compliance With Ethical Code by Association Members
Uniform Practice Rules
Rules Concerning Handling of OTC Incident-Related Securities
Rules Concerning Exchanges of Bonds Drawn for Redemption by Lottery in OTC Trading
Rules Concerning Elimination of Fails in Bonds, Etc.
Dispute Handling Rules
Rules Concerning Outsourcing, etc. for Resolution of Disputes, Etc. Between Customers and Association Members
Rules Concerning Mediation of Disputes Between Association Members

356

Chap. XVII The Securities Regulatory Systemolutions; and dispute handling rules; and its members are required to carryout securities transactions in compliance with these regulations and rules.
The JSDA is also empowered to take disciplinary action when its members
violate these association rules. The scope of its disciplinary action may include reprimand, imposition of monetary penalties, suspension or limitationof membership or expulsion, or the issuing of a formal warning (JSDA Articles of Association, Article 28, Article 29).
Certified Financial Instruments Firms Associations include The Investment
Trusts Association, Japan that has investment trust management companies,
trust companies, etc. that serve as trustees in investment trusts without instruction by trustor, and securities companies and registered financial institutions that purchase and sell beneficiary certificates of investment trusts asmembers, and The Japan Investment Advisers Association having investment
advisory companies as members.
The Financial Instruments and Exchange Act (FIEA) distinguishes“stockcompanies that operate financial instruments exchange markets”from a“self-regulatory organization”and recognizes a“financial instruments exchange”or“its self-regulatory organization”as a self-regulatory organization
relating to the exchange market. With the authorization of the prime minister,
the self-regulation-related services of exchanges in Japan have been commissioned to Japan Exchange Regulation pursuant to Article 85 of the FIEA.
Those services include the listing and delisting of financial instruments, inspections of compliance of members with laws and regulations, etc., and other measures specified by cabinet office order for the purpose of ensuring fairtrading practices (Article 84, Paragraph 2). Japan Exchange Regulation’s organizational structure contains a listing examination department that screens
listing applicants for suitability; a listing compliance department that maintains and improves the quality of the financial instruments listed on the exchange; a market surveillance and compliance department that investigatesand seeks to prevent unfair trading practices; and a participant examinationand inspection department that monitors compliance and implements disciplinary action. Under rule 34 of the Trading Participant Rules, violations oflaws or rules and regulations by participants are punishable by revocation of
trading qualifications, suspension or restriction of trading, and monetary penalties or official warnings, etc.
7. International Organization for Securities Regulation
The International Organization of Securities Commissions (IOSCO) is an international organ that sets forth global standards for the securities sector invarious countries. It takes on the role of promoting, in particular, the devel-

Chap. XVII The Securities Regulatory System

Chart XVII-7.

357

IOSCO Organization Chart (as of June 2016)

Presidents
Committee

GeneralSecretariat

IOSCO Board

Asia-Pacific Regional
Committee
Committee 1【Issuer Accounting,
Audit and Disclosure】

Growth and Emerging
Markets Committee

TF on OTC Derivatives
Regulation

European Regional
Committee

Committee 2【Regulation ofSecondary Markets】

Affiliate Members
Consultative Committee

TF on Securitization
Markets

Inter-American Regional
Committee

Committee 3【Regulation of Market
Intermediaries】

Finance andAudit Committee

WG on Margin
Requirements

Africa/Middle-East
Regional Committee【Enforcement and Exchange of Informationand the Multilateral Memorandom ofUnderstanding Screening Group】

Committee 4

Capacity Building
Resource Committee

TF on Market Conduct

Policy Standing Group

Committee 5【Investment
Management】

Committee on
Emerging Risks

TF on Financial
Benchmarks

Implementation
Monitoring SG

Committee 6【Credit Rating Agencies】

Assessment
Committee

Audit Quality TF

WG for Harmonizationof key OTC derivatives
data elements

Committee 7【Derivatives】

CPMI-IOSCO
Steering GroupWG on Cyber-resilience

Committee 8【Retail Investors】

WG on Digital
Innovations

Table XVII-6.

Major IOSCO Committees

Presidents Committee
The Presidents Committee is composed of all the Presidents (Chairs) of ordi(Presidents Committee) nary and associate members and meets once a year during the Annual Conference. It has the right to make decisions on all matters necessary for the IOSCO to achieve its objectives.
The IOSCO Board(IOSCO Board)

The IOSCO Board is comprised of securities regulators of 34 countries, including the FSA. It is the governing and international standard-setting bodyfor the securities industry. Under the Board are (1) policy committees that
discuss policy issues and conduct policy work; among other committees is (2)the Growth and Emerging Markets Committee, comprised of regulators of
emerging markets and countries, which seeks to promote the development
and greater efficiency of emerging markets by establishing principles andstandards and providing training, etc.

Regional Committees(Regional Committees)

There are four regional committees—Asia-Pacific Regional Committee, Inter-American Regional Committee, European Regional Committee, and African/Middle-East Regional Committee—and they discuss specific issues pertinent to their own regions.
Japan belongs to the Asia-Pacific Regional Committee.

Source: Websites of IOSCO and the FSA.

358

Chap. XVII The Securities Regulatory Systemopment and implementation of, and compliance with, internationally recognized securities regulations. In the process of implementing reforms to theinternational rules after the financial crisis, IOSCO worked in cooperation
with the G20 and the Financial Stability Board (FSB) below. The IOSCO
framework was established in 1974 as the Inter-American Association of Securities Commissions. In 1983, the code of the organ was revised to expand
membership beyond the Americas, and the organization was renamed as
IOSCO at the Paris Annual Conference in 1986. As of November 2017, there
were a total of 218 member organizations, representing the regulators of over
90% of the world’s securities markets. The Securities Bureau of Japan’s Ministry of Finance became an ordinary member in 1988. The FSA succeeded
the position thereafter and is an ordinary member at present. Other than the
FSA, the Securities and Exchange Surveillance Commission also holds membership as an associate member. In addition, the Ministry of Economy, Tradeand Industry and the Ministry of Agriculture, Forestry and Fisheries thatshare jurisdiction over commodity futures are associate members of the organization. Meanwhile, Japan Exchange Group, Inc. and the JSDA are affiliate
members. IOSCO has published a wide range of principles, policies, standards, guidance, codes, recommendations, and practices regarding securities
trading that have been implemented in many countries. IOSCO’s documents
are important also for Japan’s securities regulators, which have taken steps to
implement policies through defining laws and self-regulatory systems. The
Financial Services Agency closely follows IOSCO trends and publishes themon its website.
The Financial Services Board (FSB) was established as an international
body in April 2009, as the successor to the Financial Stability Forum (FSF)
founded in 1999, with a broadened mandate to promote financial stability, thefunction of the FSF. Members of the FSB include financial supervising organs and central banks of 25 major countries and regions, including Japan. In
addition, international organizations such as IOSCO, IMF, the World Bank,
the Bank for International Settlements (BIS), and the Basel Committee on
Banking Supervision are also members of the FSB. From Japan, the Bank ofJapan, the FSA and the Ministry of Finance are participating members. According to the FSB Charter, the organization is responsible for the monitoring
and assessment of vulnerabilities affecting the global financial system andfor identifying and reviewing regulations, supervisory and related actions
needed to address these vulnerabilities and their outcomes. Particularly important tasks of the FSB include the authorization of global systemically important financial institutions (G-SIFI) crucial for systems that are in placeacross borders and the formulation of guidelines for establishing the supervisory college. The organization also examines international standards andprinciples relating to the shadow banking system and other activities that

Chap. XVII The Securities Regulatory System359

have not been subject to regulations thus far, and serves as an intermediaryfunction to coordinate matters among related entities. The outcomes of activities of the FSB are reported and addressed as recommendations when appropriate at the G20 summit.

APPENDIX
Chronology of Events Related to Securities(1870−2017)

Year

Date

Changes implemented

Apr. 23, 1870 The Japanese government publicly offers 9% coupon bondson the London market (the first public bond ever to be sooffered).
Oct. 13, 1874 The stock trading ordinance is enacted (the nation’s first securities law), but it is not enforced.
May 4, 1878

The stock exchange ordinance is promulgated.

May 15, 1878 The Tokyo Stock Exchange is established.
June 17, 1878 The Osaka Securities Exchange is established.
Mar. 4, 1893

The Securities Exchange Law is promulgated.

Aug. 1, 1894

The Sino-Japanese War breaks out.

Mar. 9, 1899

The Commercial Code is promulgated (the basic law of today’s Companies Act).
The Russo-Japanese War breaks out.

Feb.10, 1904

Mar. 13, 1905 The Secured Bonds Trust Act is promulgated.
Feb. 1910

Securities brokers engage in sub-underwriting in the issuance of the No. 1 issue of public bond with 4-percent interest.

July 28. 1914 World War I breaks out.
Apr. 1, 1918

The Securities Installment Sales Act is promulgated.

Mar. 15, 1920 Stock prices crash, touching off a reactionary depression.
Apr. 20, 1922 The Securities Exchange Law is amended: development ofmembership-based exchange, two transaction categories spot transactions and net-balance settlement transactions
Sept. 1, 1922

Osaka Securities Exchange starts short-term futures transactions (time bargains).

APPENDIX Chronology of Events Related to Securities

361

Sept. 1, 1923

Great Kanto Earthquake, September 7 Moratorium.

June 2, 1924

The Tokyo Stock Exchange starts short-term futures transactions (time bargains).

Mar. 15, 1927 Financial crisis occurs.
Mar. 30, 1927 The Banking Act is promulgated.
Apr. 22, 1927 Financial crisis continues, 3-week moratorium is implemented.
1928

The Tokyo Stock Exchange and the Osaka Securities Exchange mark their 50th anniversaries. The Tokyo Stock Exchange computes a stock price index for the first time
(Fisher’s ideal index, monthly average) and starts publishing it.

Oct. 24, 1929 The New York Stock Exchange crashes (Black Thursday),setting off a world-wide depression.
Jan. 11, 1930

Gold embargo is lifted, causing an outflow of massive
amount of specie and an outbreak of industrial depression(Showa Depression).

Sept. 18, 1931 The Manchurian Incident breaks out.
Sept. 21, 1931 U.K. decides to terminate the gold standard, setting off aworldwide financial crisis.
Dec. 13, 1931 Reimposition of gold embargo is executed.
May 15, 1932 The Bank of Japan begins underwriting issuance of deficitcovering government bonds.
May 5, 1933 Banks and trust banks as trustees of corporate bonds initiate
a clean-up movement of corporate bonds, disallowing issuance of unsecured corporate bonds.
May 27, 1933 The U.S. enacts the Securities Law.
June 6, 1934

The U.S. enacts the Securities and Exchange Law.

July 7, 1937

Marco Polo Bridge Incident occurs, setting off the Second
Sino-Japanese War.

July 17, 1937 Fujimoto Bill Broker Securities forms a securities investment partnership–the first investment trust.
Mar. 29, 1938 The Securities Business Control Act is promulgated.
Mar. 31, 1938 The Securities Underwriting Business Act is promulgated.

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APPENDIX Chronology of Events Related to Securities

Sept. 3, 1939

World War II breaks out.

Aug. 30, 1941 The Stock Price Control Ordinance is promulgated.
Dec. 8, 1941

The Pacific War breaks out.

Feb. 18, 1942 The Act for Registration of Corporate Bonds, etc. is promulgated.
Mar. 11, 1943 The Japan Securities and Exchange Act is promulgated. On
June 30, the Japan Securities Exchange is established, andthe 11 stock exchanges (as corporations) are abolished to
become branch exchanges of the Japan Securities Exchange.
Oct. 19, 1943 Exchange Member Administration Guidelines are issued;
Securities Business Administration Guidelines are issued(December 17)
Mar. 10, 1945 After the Great Tokyo Air Raid, the Wartime Finance Bank
decides to provide unlimited support by buying at the
March 9 price.
Aug. 10, 1945 Japanese stock exchanges nationwide temporarily suspend
operations.
Aug. 15, 1945 Japan loses the war.
Sept. 26, 1945 The GHQ releases a memorandum (dated Sept. 25) banning
the resumption of business by the securities exchange.
Dec. 1945

Investors start group trading in stocks in Tokyo and Osaka.

Apr. 17, 1946 Shinnihon-Kogyo Corporation’s stock is publicly offered as
the first public stock offering after the war.
Aug. 8, 1946

The Holding Company Liquidation Commission is established and begins designation of holding companies.

Jan. 18, 1947

The Act Concerning Adjustment, etc. of Disposal of Securities is promulgated.

Mar. 28, 1947 The Act Concerning Dissolution of Japan Securities Exchange is promulgated, and the securities exchange is dissolved on April 16.
Mar. 28, 1947 The Securities and Exchange Law (of 1947) is promulgated.
Apr. 14, 1947 The Antimonopoly Act is promulgated.
July 23, 1947 The Securities and Exchange Commission is established.

APPENDIX Chronology of Events Related to Securities

363

Apr. 13, 1948 The revised Securities and Exchange Act (of 1948) is promulgated, and it makes securities companies subject to registration.
Nov. 7, 1948

Article 65 of the Securities and Exchange Act is enforced.

Jan. 31, 1949

The GHQ announces a policy authorizing the resumption of
securities trading.

Feb. 12, 1949 Securities companies hold inauguration meetings of stock
exchanges in Tokyo (Feb. 12), Osaka (Feb. 15), and Nagoya(Mar. 7).
Apr. 20, 1949 Adams GHQ Officer in charge of securities instructs thethree principles of securities exchange.
May 9, 1949

The Japan Securities Dealers Association is founded (as afederation of securities dealers associations).

May 16, 1949 The stock exchanges of Tokyo, Osaka, and Nagoya start
floor trading.
July 4, 1949

Stock exchanges in Fukuoka, Hiroshima, Kobe, Kyoto, andNiigata start floor trading.

Apr. 1, 1950

The Sapporo Stock Exchange starts floor trading.

June 25, 1950 Disturbance outbreaks in Korea.
June 1, 1951

Margin trading is started.

June 1, 1951

The Securities Investment Trust Act is promulgated and enforced, and stock investment trusts start operating on June
15.

Jan. 4, 1952

Based on the Dow Jones stock pricing method, averagestock prices (TSE average stock price) are adopted on exchanges and announced.

Apr. 28, 1952 Treaty of Peace with Japan and the U.S.-Japan Security
Treaty come into effect.
Aug. 1, 1952

The Securities and Exchange Commission is abolished, andits function is transferred to the Securities Section of the Finance Bureau of the Ministry of Finance.

Sept. 10, 1952 The Securities and Exchange Council is created.
Mar. 5, 1953

Nationwide stock markets crash at the news of Russian
leader Stalin is in a critical condition.

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APPENDIX Chronology of Events Related to Securities

Oct. 26, 1954 The Tokyo Stock Exchange’s labor union goes on strike,demanding improvements in labor conditions.
June 1955

Movements to revive term (time bargain) transactions reacha peak.

Apr. 2, 1956

The stock exchanges in Tokyo and Osaka open a bond trading market.

Oct. 7, 1958

Trading on the Tokyo Stock Exchange tops 100 million
stocks for the first time.

Feb. 18, 1959 Foreign currency-denominated bonds (USD public bonds)
are issued for the first time after the war.
Jan. 11, 1961

Bond investment trusts are launched.

July 18, 1961 The Dow Jones average stock price hits the peak at
1,829.74.
Oct. 2, 1961

The stock exchanges of Tokyo, Osaka, and Nagoya open
Second Sections.

July 18, 1963 President Kennedy of the United States proposes the creation of an interest equalization tax, and stock prices on theTokyo Stock Exchange crash on July 19.
Jan. 20, 1964

Japan Joint Securities is founded and continues to buy
stocks from the fall season to the end of the year.

Sept. 25, 1964 Capitalization Coordinating Committee agrees to restrain
capital increases after February 1965.
Jan.12, 1965

Japan Securities Holding Association is founded, takes on
stock holdings of investment trusts.

May 21, 1965 Talks about the rehabilitation of the near-bankrupt Yamaichi
Securities are reported, plunging the market into a semicrash.
May 28, 1965 The Bank of Japan decides to provide special loans to 19
management companies including Yamaichi Securities.
July 27, 1965 Economic reconstruction measures, including the policy for
issuing deficit-covering government bonds, are decided.
Oct. 1, 1965

The amended Securities and Exchange Act is enforced;
among other things, it requires securities companies to obtain a license from the government.

July 1, 1967

Liberalization of capital transactions (first round) is implemented.

APPENDIX Chronology of Events Related to Securities

365

Apr. 1, 1968

Securities companies are fully transfered to a license system.

June 4, 1968

The Tokyo Stock Exchange’s market capitalization on its
1st section reaches ¥10 trillion.

Jan. 31, 1969

Nihon Gakki pursues capital increase by issuing shares onmarket with preferential terms for shareholders. Issuing ofshares on market becomes active.

July 1, 1969

TOPIX is introduced.

Mar. 3, 1971

The Law Concerning Foreign Securities Firms is promulgated.

Jan. 24, 1973

The Dow Jones average stock price hits a peak of 5,359.74.

Feb. 13, 1973 The government shifts the exchange rate system to a floating exchange rate system.
June 2, 1973

Agreement reached with OPEC on major oil companies andraising of oil prices; the first oil crisis begins.

1975

The Ministry of Finance starts issuing a massive amount ofgovernment bonds, and the turnover of bonds on the OTC
market increases sharply.

May 15, 1978 The Tokyo Stock Exchange celebrates its 100 year anniversary and enters its second century.
Mar. 30, 1979 Unsecured corporate bonds (Sears, Roebuck and Company)
are issued for the first time since the end of the war.
Dec. 1, 1980

A new Foreign Exchange and Foreign Trade Act is enforced, and in- and out-bound securities investments areliberalized, in principle.

Oct. 1, 1982

Revised Commercial Code is enforced, unit share system is
introduced, and the face value of newly founded company’sstock is set at ¥50,000.

Apr. 9, 1983

City banks and other financial institutions start OTC sale ofgovernment bonds.

Apr. 20, 1984 The Law Concerning the Custody and Transfer of Stock
Certificates is promulgated.
Oct.19, 1985

The Tokyo Stock Exchange starts bond futures trading, thefirst securities futures trading since the end of the war.

Dec. 24, 1985 Merrill Lynch and five other foreign securities firms are admitted to the Tokyo Stock Exchange for the first time.

366

APPENDIX Chronology of Events Related to Securities

Oct.11, 1986

NTT begins offering its shares to the general public.

Nov. 25, 1986 The Law Concerning the Regulation of Investment Advisers Relating to Securities is enforced.
June 9, 1987

The Osaka Securities Exchange starts Futures 50 trading as
the first stock futures trading market.

Oct. 20, 1987 The Tokyo Stock Exchange records the largest fall (14.9%)
following the crash of the New York market, Black Monday; stock price crash ripples throughout the world.
Dec. 15, 1987 The Law Concerning the Regulation of Mortgage-Backed
Securities Business is enforced.
Sep. 3, 1988

The Tokyo Stock Exchange (TOPIX) and the Osaka Securities Exchange (the Nikkei 225) start stock index futures
trading on full scale.

June 12, 1989 The stock exchanges in Osaka (Nikkei 225); Nagoya (Option 25, on Oct. 17); and Tokyo (TOPIX) start trading stockindex options.
Dec. 29, 1989 The Dow Jones average (the Nikkei average) shoots up to
an all-time high of 38,915.87.
Mar. 20, 1990 With the rapid plunge in stock prices, public offering ofstocks on the market has come to a halt.
Oct. 1, 1990

Given the plunge in stock prices, the Finance Minister
quickly announces measures to bolster stock prices.

June 24, 1991 Following the involvement of the big four securities companies in the loss compensation issue with corporate clientsand in transactions with antisocial forces, the President of
Nomura Securities and the President of Nikko Securities
take responsibility and resign, which leads unfolding securities scandals over the subsequent several months.
Oct. 3, 1991

The revised Securities and Exchange Act is approved. Revisions include the prohibition of discretionary account transactions and prohibition of loss compensation dealings.

June 26, 1992 The Law Concerning Realignment of Related Laws for a
Reform of the Financial System and the Securities Trading
System is promulgated, and the Securities and Exchange
Surveillance Commission is launched on July 20.

APPENDIX Chronology of Events Related to Securities

367

Aug. 18, 1992 The Nikkei stock average plunge to 14,309.41 and emergency measures are quickly announced. Comprehensive
economic measures, including the injection of public funds,
are revealed (August 28).
July 2, 1993

Kogin Securities and other securities companies affiliatedwith financial institutions were established for the first time.

Apr. 1, 1994

Brokerage commissions securities companies charge on
block trading are liberalized.

Oct. 1, 1994

Amendment to the Commercial Code for deregulating treasury stock purchases is enforced.

Feb. 26, 1995 Barings Securities of U.K. goes bankrupt.
Aug. 30, 1995 Hyogo Bank goes bankrupt under the Banking Act for the
first time after the war and the BOJ provides a special loan.
Sept. 8, 1995

The Bank of Japan cuts the discount rate to an all-time lowof 0.5%.

Jan. 1, 1996

The regulation of the issuance of corporate bonds is abolished.

June 21, 1996 Six laws relating to housing-loan and financial matters arepromulgated.
Nov. 11, 1996 Prime Minister Ryutaro Hashimoto instructs his cabinet tocome up with ideas for a sweeping financial system reform
to revive the Tokyo market in preparation for the 21st century (a Japanese version of the“financial Big Bang”).
Apr. 25, 1997 Nissan Life Insurance becomes the first bankrupt life insurer after the war.
June 13, 1997 The Securities and Exchange Council, the Financial System
Research Committee, and the Insurance Council submit reports on measures to be taken to achieve the goals of theJapanese Big Bang.
June 20, 1997 The Act for Establishing Financial Supervisory Agency is
promulgated.
Nov. 3, 1997

San’
yo Securities, Hokkaido Takushoku Bank (Nov. 17),and Yamaichi Securities (Nov. 22) go virtually bankrupt.

Apr. 1, 1998

The government starts carrying out Big Bang reforms, theamended Foreign Exchange and Foreign Trade Act is enforced, and the brokerage commission on trades worth ¥50
million or more and less than ¥1 billion are liberalized.

368

APPENDIX Chronology of Events Related to Securities

June 22, 1998 The Financial Supervisory Agency is launched.
Sept. 1, 1998

The SPC Act is enforced.

Oct. 16, 1998 Eight laws related to financial reconstruction are promulgated.
Oct. 23, 1998 The Long-Term Credit Bank of Japan and Nippon Credit
Bank, Ltd. (December 13) are placed under temporary government control.
Dec. 1, 1998

The Act on Revision, etc. of Related Acts for the Financial
System Reform is enforced.

Dec. 15, 1998 The Financial Reconstruction Commission is launched.
Apr. 1, 1999

Securities companies start managing their customers’assets
separately from their own.

Oct. 1, 1999

Brokerage commissions on stock transactions are liberalized.

Nov. 11, 1999 The Tokyo Stock Exchange launches Mothers market, amarket for high-growth and start-up stocks.
Mar. 1, 2000

The Niigata Stock Exchange and the Hiroshima Stock Exchange are consolidated into the Tokyo Stock Exchange.

Mar. 17, 2000 The regulatory agency cancels the securities registration of
Minami Securities, the first such cancellation ever in Japan.
May 8, 2000

The Osaka Securities Exchange opens the NASDAQ Japan
market, later converted to the Hercules market for start-up
companies on Dec. 16, 2002.

May 31, 2000 The Securities and Exchange Act as amended in 2000 is
promulgated, and the portion of the Securities and Exchange Act that provides for reorganizing stock exchanges
into corporations is enforced on Dec. 1.
May 31, 2000 The Act on Sales, etc. of Financial Instruments is promulgated.
July 1, 2000

The Financial Services Agency goes into operation.

Mar. 1, 2001

The Kyoto Stock Exchange is consolidated into the Osaka
Securities Exchange.

Apr. 1, 2001

The special measure for the protection of the entire depositof investors at the time of bankruptcy of a securities company is abolished.

APPENDIX Chronology of Events Related to Securities

369

Apr. 1, 2001

The Osaka Securities Exchange reorganizes itself into a coorporation.

June 1, 2001

The system of electronically disclosing the contents of securities reports, etc. (Electronic Disclosure for Investors’
NETwork“EDINET”) goes into operation.

Oct. 1, 2001

The amended Commercial Code—lifting the ban on treasury stocks and instituting the system of trading units ofshares—is enforced.

Nov. 30, 2001 The amended securities taxation system (which reduces thetax rate applicable to capital gains made by individuals
from the sale of shares) is enforced.
Dec. 17, 2001 Nomura Holdings is listed on the NYSE.
Jan. 30, 2002
Apr. 1, 2002
June 5, 2002

Banks’Shareholdings Purchase Corporation is established.
The special measure for the protection of the entire depositof investors expires, and the blanket government guaranteeof deposits is partially lifted.
The Act on Securities Settlement System Reform Law isenacted.

Nov. 29, 2002 The Bank of Japan starts buying up cross-held shares released by banks.
Apr. 28, 2003 The Nikkei average drops to a 21-year low of ¥7,607.88.
Dec. 1, 2004

The ban on banking institutions against engaging in the securities intermediary service business is lifted.

Dec. 13, 2004 The JASDAQ Stock Exchange opens for business.
Apr. 1, 2005

The blanket government deposit guarantee is scrapped (excluding deposits used for settlement purposes).

Dec. 8, 2005

A trading error involving shares of the newly listed J-Com
Co. occurs. The related transactions are settled in cash forinvestors on Dec. 13.

Jan. 16, 2006

The Livedoor scandal occurs, leading to the Murakami fundproblem in June.

June 14, 2006 The Financial Instruments and Exchange Act is publishedand goes into effect Sept. 30, 2007.
Aug. 2007

The subprime loan problem looms large in U.S. markets
and spreads to European markets as well.

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APPENDIX Chronology of Events Related to Securities

Sept. 15, 2008 Lehman Brothers Holdings Inc. files for protection under
Chapter 11 of the U.S. Bankruptcy Code, creating the Lehman Shock that spins the world into financial crisis.
Jan. 5, 2009

Japan implements a fully dematerialized registration system
for stocks.

Jan. 19, 2010

Japan Airlines Co., Ltd., files with the Tokyo District Court
for protection under the Corporate Reorganization Law becoming the largest business failure in Japan’s post-war history.

Feb. 4, 2010

European markets plunge due to the sovereign debt crisis in
Greece.

Sept. 10, 2010 The Incubator Bank of Japan, Limited declares its bankruptcy to the FSA, which announces the first ever triggeringof the government’s deposit insurance cap system.
Mar. 11, 2011 Great East Japan Earthquake occurs, followed by a hydrogen explosion at Tokyo Electric Power Company’s Fukushima nuclear power facility on March 13.
Aug. 5, 2011

S&P lowers the long-term credit rating for U.S. government
bonds from AAA to AA+.

Jan. 1, 2013

The Tokyo Stock Exchange Group, Inc. and Osaka Securities Exchange Co., Ltd., merged their operations, giving
birth to the Japan Exchange Group, Inc. (JPX)

April 4, 2013

The Bank of Japan introduced a quantitative and qualitative
monetary easing program aimed at achieving 2% inflationin the Japanese economy within two years.

Jan. 1, 2014

NISA, a tax saving scheme for small-amount investments,
is launched.

Jan. 6, 2014

Nikkei, JPX and TSE begin calculation and distribution of
JPX-Nikkei Index 400.

Mar. 5, 2015

FSA and TSE decide on the Corporate Governance Code.

Nov. 27, 2015 MOF records negative yield for the first time in the 2-year
JGB auction.
Jan. 29, 2016

BOJ decides on additional monetary easing policy of applying negative interest rates in part on excess reserves at its
Monetary Policy Meeting.

APPENDIX Chronology of Events Related to Securities

371

Feb. 23, 2016 JSDA announces conclusion of a first trade with negativeinterest rates on the Japanese corporate bond secondary
market.
Aug. 31, 2016 Nomura Asset Management ends the management of
MMFs.
May. 29, 2017 FSA recommends individual disclosure of the results of voting rights exercise for institutional investors.
The“Chronology of Events Related to Securities”that covers more details of
events from 1945 is available on the Japanese-language website of the Japan
Securities Research Institute (JSRI) (http://www.jsri.or.jp/). Events may besearched by name.
The“Chronology of Events Related to Securities”is also contained in thefollowing publication issued by the JSRI:“Chronology of Events Related to Securities (Meiji, Taisho, Showa)”(1595 to January 7, 1989)
Published September 1989; B5 size; 1,026 pages; ¥11,650
From 1989 up to 2011, the“Chronology of Events Related to Securities”
in“Shoken Shiryo”is published each year for the events of the previous year.