The Unibanco Letters - Dual-Hatting Regulations and Global Enforcement
Material Information - Listed Company or
Subsidiary
"Listed Company"
an issuer of securities, such as corporate bonds, preferred contribution certificates, share
certificates or warrants, that are listed on a financial instruments exchange and that fall
under the category of OTC traded securities, or as otherwise designated by the Cabinet Order
(Article 163(1))
"Subsidiary"
generally means a company where more than 50% of its voting shares are controlled by a
single entity.
FIEA defines a subsidiary more broadly as a member of the corporate group of another
company in the most recent registration or similar filing with the Japanese regulators
(Article 166(5))
• There are five categories of information contained in each item of Article 166(2) of the FIEA and
examples of each:
1.
☐
Information regarding company decisions (decision-based material information), such as:
Plans to issue shares, convertible corporate bonds, and share divisions;
Reductions in capital, repurchases of shares, and distributions;
Mergers, business transfers, and dissolutions; and
Commercialization of a new product or technology.
Morgan Lewis
Summary of the Insider Trading Regulations of Japan
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