Japanese Share Pledge Agreement

كتب - آخر تحديث - 24 سبتمبر 2021

Under Japanese law, the country and each building in the countryside are treated independently of each other. Therefore, the mortgagor of the country and the mortgagor of a building in the countryside could be different units. It is therefore important to create and perfect the mortgage separately as the first right of pledge, both on the land and on the building. In Japan, almost all land (by plots) and buildings (after construction, after completion) are already registered with the LAB. The registration of the mortgage is done in addition to such an existing registration. It is therefore necessary to examine the title and confirm whether the property is already affected by an existing mortgage. As a general rule, mortgage registration (i) includes the name and address of the debtor and the mortgage debtor, (ii) the origin and date of the mortgage, (iii) the priority and (iv) the amount of the exposure (the maximum amount of exposure in the case of a revolving mortgage). Although different covenants and other provisions may be included in the mortgage agreement, the full mortgage agreement is not included in the registration. Only recordable items, including those listed above, are displayed in a record. Under Japanese law, if several secured creditors share the single/equal security in the same order of priority, there are two possible legal structures (if any): (i) “Same Rank Security”, in which each secured creditor has independent securities of the same classification; and (ii) “common stock exchange guarantee”, in which all secured creditors share a security (“common guarantee”). The fundamental difference lies in the fact that any secured creditor can impose its security in Same Rank Security, while the unanimous agreement of all secured creditors is required to ensure security in Joint Security.

The shares and shareholders of all listed companies are now subject to the book-entry system, controlled by the Japan Securities Depositary Center, Inc. (JASDEC). A pledge of listed shares is established and perfected by recording the pledge with the bondholder`s account established with the institution concerned under the accounting entry system. 4.1 Are there any prohibitions or restrictions on the ability of an undertaking to guarantee and/or provide guarantees to finance or refinance the direct or indirect acquisition of shares in the company; (b) shares of a corporation holding, directly or indirectly, shares of the corporation; or (c) shares of a daughter sister? (b) shares of a company which holds shares in the company directly or indirectly: No. .