Silviase/jgov_v1.4_full_ann huggingface dataset:
change report in this case was a statutory requirement before this amendment).

(6) In the case where a large shareholding report or change report is submitted through the EDINET, the filer of such report is not required to send a copy of the report to the issuer of shares relating to such report.

3. Regulatory revisions relating to financial instruments business operators dealing with financing through the Internet

(1) When dealing in the offering of unlisted securities etc. via electronic means (i.e. via the Internet), financial instruments business operators are required to make the information that has material impact on investors' decisions, out of the information to be included in the documents to be delivered prior to the conclusion of a contract, accessible to investors via the Internet.

(2) In the case where, out of Type I or Type II financial instruments business, a financial instruments business that deals in the offering of unlisted securities etc. via electronic means, meets the requirements such as the limitation on the issuance price, the requirements for the registration as Type I or Type II financial instruments business operators are partially eased.

4. Review of regulations on financial instruments business operators

(1) In the case where a financial instruments business operator provides a notification of abolishment of business during a period from the date when the financial instruments business operator was notified a rescission of its business until the date when its disposition is determined, the FSA will reject any application for registration unless five years have passed since the notification date.

(2) Financial instruments business operators are required to develop a business management system in order to optimally carry out the financial instruments business.

(3) The application for registration of Type I financial instruments business, Type II financial instruments business or investment management business by a person who does not have any office in Japan, will be rejected.

(4) In the case where a person intends to engage in Type I financial instruments business, Type II financial instruments business, investment management business or registered financial institution business, the registration for such businesses by the person who does not participate in a financial instruments firms association nor prepare any internal rules pursuant to the association rules, will be rejected.
(5) Financial instruments business operators engaging in Type II financial instruments business are prohibited from soliciting an investment fund, when knowing that the money contributed to the investment fund is used for other than the intended purposes.

5. Review of business year regulations

The business year for financial instruments business operator engaging in Type I financial instruments business, shall be during one year from the date on which the financial instruments business operator selects from the first day of any month.

6. Review of the scope of Tradable Securities

Unlisted securities, of which their liquidity is deemed to be limited under the rules of Authorized Association, are excluded from the scope of Tradable Securities.

7. Addition of services that may be performed by financial instruments exchanges Specification of identifier for parties engaging in financial instruments transactions (excluding those conducted in the financial instruments exchange markets) is included in the business scope of financial instruments exchanges under the approval by the Prime Minister.

8. Development of regulatory framework related to financial benchmarks

(1) Introduction of the designating system for administrators of specified financial benchmarks

A. The Prime Minister will designate “specified financial benchmark” as a financial benchmark, which may have a significant impact on Japanese capital markets when its credibility declines.

B. When the Prime Minister recognizes that it is necessary to ensure appropriate performance of the person who engages in specified financial benchmark administration for the public interest and protection of investors, the Prime Minister may designate the person as a “specified financial benchmark administrator.” The FSA will improve regulations regarding the duty to file notifications and documents for the designated specified financial benchmark administrator.

C. Specified financial benchmark administrators are required to establish operational rules relating to specified financial benchmark administrators computation operations and obtain the approval of the Prime Minister. Upon receipt of the approval, specified financial
benchmark administrators are required to perform their duties in accordance with the provisions of the operational regulations.

D. When a specified financial benchmark administrator intends to suspend or abolish specified financial benchmark administrators' computation operations, they are required to notify the Prime Minister in advance, to that effect.

E. The FSA will formulate the required provisions on the specified financial benchmark administrators' computation operation relating to requests for reports, on-site inspection, order for improvement, order for business suspension and supervision of recommendations of business relocation.

(2) Prohibition of providing incorrect basic information for computation by financial instruments business operators

Financial instruments business operators and/or its officers/employees shall not provide any basic information for computation with no good ground to the person computing specified financial indicators, for the purpose of achieving their own or a third party’s interests.

### 9. Review of the regulations associated with new listing

The exemption from an obligation to audit internal control reports includes the case where a company submits its internal control report during the period of three years from the date on which the company became an issuer of listed securities.

### 10. Development of forfeiture procedures for intangible property

With regard to the forfeiture procedures for property acquired by a criminal using unfair trading (insider trading or market manipulation) or as compensation for loss, the FSA will formulate the provision in the case that the property subject to forfeiture is intangible.

### 11. Enforcement date

This Act comes into effect from the date specified by a Cabinet Order within a period not exceeding one year from the date of promulgation. However, the cases listed below are excluded.

(1) The provisions relating to additional operations of financial instruments exchanges come into effect as from the date of promulgation.

(2) The provisions relating to the review of business year regulations and the development of forfeiture procedures for intangible property come into force as from the date specified by a Cabinet Order within a period not exceeding six months from the date of promulgation.
b. Formulation of the relevant Cabinet Orders and Cabinet Office Ordinances pursuant to the partial enforcement of the Act for Partial Revision of the Financial Instruments and Exchange Act, etc. (Law No. 45, 2013)

### 12. Aim of the amendment

The legislative bill for the Act for Partial Revision of the Financial Instruments and Exchange Act, etc. was established on June 12, 2013 and promulgated on June 19, 2013. This Act aims to formulate provisions to address market-oriented financial crisis, recover the reliability of financial business and enhance financial and capital markets, leveraging the lessons of the recent financial crisis.

The details of the amendment include measures related to (i) the handling of suspicious transactions on the basis of cases of insider trading related to the public offering of shares; (ii) the review of asset management regulations based on the AIJ case $ ^{1} $ , (iii) the establishment of measures for orderly resolution of assets and liabilities of financial institutions, etc. for ensuring financial system stability; (iv) the enhancement of quasi-capital fund supplies by banks; and (v) the diversification of financing and capital policy means by investment corporations.

In response to this amendment, the FSA formulated the related Cabinet Orders and Cabinet Office Ordinances with respect to the parts that come into force within 20 days, nine months, one year or one and a half years after promulgation.

13. Formulation of the relevant Cabinet Order that comes into effect within 20 days after promulgation

As a review of asset management regulations based on the AIJ case in response to the amendment of the Act, the FSA strengthened the penalty for false statements in investment reports made by discretionary investment management business operators. Accordingly, the FSA formulated the required provisions of the Cabinet Order (promulgated on July 3, 2013, enforced on July 9, 2013).

14. Formulation of the relevant Cabinet Order that comes into effect within nine months after promulgation

By the amendment of the Act, the FSA established measures for orderly resolution of assets and liabilities of financial institutions, etc. for ensuring
financial system stability. Accordingly, the FSA formulated the required provisions of the relevant Cabinet Order and the Cabinet Office Ordinance (promulgated on March 5, 2014 and enforced on March 6, 2014).

15. Formulation of the relevant Cabinet Order that comes into effect within one year after promulgation

(1) Handling of suspicious transactions on the basis of the cases of insider trading related to the public offering of shares

As a response in light of public offering insider trading cases, the FSA introduced restrictions on information transmission and trading recommendations by corporate insiders, and added such behavior to the Administrative Monetary Penalties. Accordingly, the FSA specified the computation method of the amount of penalty charges in the relevant Cabinet Order and the Cabinet Office Ordinance (Decree: promulgated on January 24, 2014 and enforced on April 1, 2014; Cabinet Office Ordinance: promulgated on February 14, 2014 and enforced on April 1, 2014).

(2) Introduction of insider trading regulations to investment corporations

The FSA enlarged the scope of the insider trading regulations by including transactions of investment securities issued by a listed investment corporation, and also added asset management companies to the scope of “company insiders” (i.e. insider). Accordingly, the FSA specified the important matters related to the operations of listed investment corporations in the Order for Enforcement of the Financial Instruments and Exchange Act. In addition, the FSA also specified the matters with a material influence on investors’ investment decisions in the Cabinet Office Ordinance on Restrictions securities Transactions etc. (Order: promulgated on January 24, 2014 and enforced on April 1, 2014; Cabinet Office Ordinance: promulgated on February 14, 2014 and enforced on April 1, 2014).

(3) New establishment of obligation on foreign bank branches to hold assets in Japan

The FSA imposed on foreign bank branches the obligation to hold assets corresponding to a capital contribution in Japan. The FSA designated in the Order for Enforcement of the Banking Act the type of assets to be held in Japan and the minimum value of assets (JPY 2 billion) to be held in Japan corresponding to a capital contribution (promulgated on January 24, 2014 and enforced on April 1, 2014).

(4) Review of regulations on the scope of subsidiaries’ operations in respect of overseas acquisition

Only in the case of acquisition of an overseas business entity by a
bank, the FSA allowed the acquiring bank to hold the overseas business entity’s subsidiary (subsidiaries) other than those eligible for the acquiring bank’s subsidiary (subsidiaries) for five years, and also allowed extending the holding period by one year in cases where it is difficult to exclude the relevant non-eligible subsidiary (subsidiaries) from the scope of subsidiaries within five years from the acquisition. Accordingly, the FSA specified the necessary procedures in the Ordinance for Enforcement of the Banking Act (promulgated on March 31, 2014 and enforced on April 1, 2014).

(5) Enhancement of quasi-capital fund supplies by banks

A. The FSA allowed a bank to hold through its investment subsidiary voting rights in excess of 5% of a business entity which is acknowledged to contribute to the activation of the region. Specific provisions regarding “business entities that are acknowledged to contribute to the activation of the region” were made in the Order for Enforcement of the Banking Act (promulgated on March 31, 2014 and enforced on April 1, 2014).

B. The FSA allowed a bank itself to directly hold the voting rights of a corporate revitalization operator. In addition, the FSA also specified the detailed requirements on corporate revitalization operators whose voting rights may be held by banks in the Ordinance for Enforcement of the Banking Act. Furthermore, the FSA expanded the scope of venture business companies whose voting rights may be held by banks through its investment subsidiary (promulgated on March 31, 2014 and enforced on April 1, 2014).

(6) Prior notification of appointment and retirement of bank directors

The FSA regulated in the Ordinance for Enforcement of the Banking Act that the appointment and resignation or retirement of directors, executive officers, corporate auditors and accounting auditors needs to be notified in advance to the FSA (promulgated on March 31, 2014 and enforced on April 1, 2014).

16. Development of the relevant Cabinet Order that comes into effect within one and a half years after promulgation

The FSA formulated the provisions as listed below with regard to the Cabinet Order relating to the review of the regulations on investment trusts and investment corporations (promulgated on July 2, 2014 and enforced on December 1, 2014).

(1) Investment Trusts

A. Review of the scope that requires written resolution due to a change in
basic terms and conditions of or consolidation of investment trusts

In the event of the consolidation of investment trusts, if the impact on the interests of the beneficiaries is insignificant, a written resolution is not required. Accordingly, the FSA specified the minimal standard criteria in the Ordinance for Enforcement of the Act on Investment Trusts and Investment Corporations (hereinafter, the “Ordinance for Enforcement of Investment Trusts Act”).

### B. Review of investment reports

The FSA imposed on investment trust management companies the obligation to prepare and deliver written documents containing important matters to be described in investment reports, which may be delivered via electronic means. Accordingly, the FSA formulated the necessary provisions of the Ordinance for Enforcement of the Investment Trusts Act and the Ordinance on Accountings of Investment Trust Property (description items of the documents and the method of delivery of investment reports via electronic means).

### C. Acceptance of compensation for losses in MRF

The FSA allowed investment trust management companies to compensate for losses that are incurred on the principal of an investment trust subject to use of securities settlement. Accordingly, the FSA specified the investment trusts (MRF) subject to compensation for loss in the Cabinet Office Ordinance on Financial Instruments Business, etc.

### D. Introduction of regulations on credit risk

The FSA prohibited investment trust management companies from going against the rational methods for properly managing the credit risk of their investment assets, the methods which are predetermined individually by themselves.

### E. Development related to deemed annual securities report system

The FSA introduced a system that deems documents describing subscription requirements as a securities registration statement in the case where these documents are submitted in conjunction with the annual securities report. Accordingly, the FSA formulated the necessary provisions, for example, the designation of “Beneficiary Certificate of an Investment Trust” as securities that are subject to the system.

### F. Formulation of transfer procedures in respect of consolidation of investment trusts

In response to the expected increase of the investment trusts consolidation following the relaxation of the requirements regarding
the consolidation of investment trusts due to the amendment of the Act, the FSA formulated the necessary provisions related to the recording procedures of the consolidation of investment trusts in the Order for Enforcement of the Act on Book-Entry Transfer of Company Bonds, Shares, etc.

## (2) Investment Corporation

A. Diversification of financing sources

The FSA established a system related to investment equity subscription rights and relaxed the prohibition on an investment corporation’s acquisition of its own investment equity. Accordingly, the FSA formulated the rules on accounting treatment and other necessary provisions.

B. Review of the restriction on holding the majority of voting rights to facilitate the acquisition of overseas real estate

With regard to the majority acquisition of shares of other investment corporations that had been prohibited to investment corporations, the FSA allowed investment corporations to acquire a majority of shares of a corporation holding overseas real estate. Accordingly, the FSA formulated the provisions regarding the cases where an investment corporation is allowed to hold a majority of shares of other investment corporation(s) (the cases where they are not allowed to engage in real estate transactions pursuant to the provisions of foreign laws and regulations, overseas practices or other unavoidable reasons) in the Order for Enforcement of the Act on Investment Trust and Investment Corporations etc. and other rules.

C. Imposition of obligation of obtaining a prior approval for a transaction with an interested person from the Board of Officers

With regard to a real estate transaction executed between an investment corporation and the interested person(s) of the asset management company, the FSA imposed on investment corporations the obligation to obtain a prior approval for such transaction from the Board of Officers, except for those with a minor influence on the assets of the investment corporation. Accordingly, the FSA specified the insignificance criteria (the value of real estate property that will be acquired or transferred is less than 10% of the book values of fixed assets as of the final date of the previous business period of the Investment Corporation) in the Ordinance for Enforcement of Investment Trusts Act.

### D. Establishment of investment equity subscription rights

Investment equity subscription rights were established as a result of the
amendment of the Act. Accordingly, the FSA formulated the necessary provisions related to the transfer procedures of the relevant rights in the Order for Enforcement of the Act on Book-Entry Transfer of Company Bonds, Shares, etc.
c. Formulation of the relevant Cabinet Orders and Cabinet Office Ordinances pursuant to the partial enforcement of the Act for Partial Revision of the Financial Instruments and Exchange Act, etc. (Law No. 86, 2012)

### 17. Aim of the amendment

The “Act for Partial Revision of the Financial Instruments and Exchange Act, etc.” was established on September 6, 2012 and promulgated on September 12, 2012. Based on the changes in circumstances surrounding the capital market, this amendment aims at enhancing the international competitiveness of Japan’s markets and achieving fair and transparent transactions of financial instruments. In response to this amendment, the FSA formulated the necessary provisions of the Cabinet Orders and Cabinet Office Ordinances regarding the relevant parts that are supposed to be enforced within one year after promulgation of the amended Act.

In addition, the FSA formulated the necessary provisions of the Cabinet Orders and Cabinet Office Ordinances regarding the relevant parts (related to comprehensive exchange) that are supposed to be enforced within one and a half years after promulgation of the amended Act.

18. Development of the relevant Cabinet Order and the Cabinet Office Ordinance that comes into effect within one year after the promulgation (promulgated on September 4, 2013 and enforced on September 6, 2013)

(1) Pursuant to the amended Act, the FSA developed the systems as described below.

A. Review of the administrative monetary penalty system: the FSA enlarged the scope of penalty imposed by including: (i) an external party’s assistance for the submission of disclosure documents with false statements by the disclosing company; and (ii) unfair transactions by a person other than financial instruments business operators on account of another person. In addition, a provision was added to allow the authority to order offenders to appear for the investigation related to an administrative monetary penalty.

B. Review of the regulation on insider trading: the FSA included inheritance of regulated securities of listed companies by merger or demerger in the scope subject to the regulation on insider trading. In addition, the FSA introduced the exclusion provisions regarding inheritance of regulated securities in the case of an extremely low portion of inherited assets in the regulated securities due to merger.

(2) In response to these approaches, the FSA took the following measures on the related Cabinet Order and Cabinet Office Ordinance.

A. The FSA specified the detailed calculation method of the amount of
administrative monetary penalty charges in relation to the items which became subject to the administrative monetary penalty under the amended Act. In addition, the FSA specified the procedure of delivery or dispatch of a written order to appear against offenders.

B. The FSA designated the percentage as less than 20% as to the low portion of inherited assets in the regulated securities due to merger.

C. The FSA also reviewed announcement measures relating to a tender offer performed by a person other than an issuer as well as the insignificance criteria of important facts relating to a pure holding company.

19. Amendment of the relevant Cabinet Order and the Cabinet Office Ordinance (related to comprehensive exchange; excluding the matters related to the behavior regulations $ ^{2} $ ) that comes into effect within one and a half years after promulgation (promulgated on February 26, 2014 and enforced on March 11, 2014)

(1) Pursuant to the amended Act, the FSA developed the systems as described below.

A. Commodity derivatives transactions may be traded on financial instruments exchanges. In addition, commodity derivatives transactions on a “comprehensive exchange” are thoroughly supervised by the FSA, under the Financial Instruments and Exchange Act.

B. In light of preventing adverse effects on the “production and distribution of goods,” the FSA achieved consultation and cooperation with the Ministry of Economy, Trade and Industry and the Ministry of Agriculture, Forestry and Fisheries.

C. The FSA developed the system in which intermediaries and clearing organizations are able to trade and to process securities, financial derivatives and commodity derivatives comprehensively.

(2) In response to these approaches, the FSA took the following measures on the related Cabinet Order and Cabinet Office Ordinance.

A. The FSA specified that “commodities” serving as “financial instruments” is designated through discussions between the Commissioner of the FSA and each minister having jurisdiction over the commodity markets.

B. The FSA specified the amount of minimum capital at JPY 500 million for a financial instruments clearing organization engaging in financial