Publication of the finalized amendments to the „Cabinet Office Order on Disclosure of Corporate Affairs“ and other relevant and applicable cabinet office orders

The FSA disclosed proposed amendments to the „Cabinet Office Ordinance on Disclosure of Corporate Information, etc.“ and invited public comments between 30 June 2023, and 10 August 2023. They received a total of 140 comments from 18 individuals and organizations, expressing gratitude for the cooperation. The main revisions entail agreements regarding governance between companies and shareholders, agreements on the disposal and purchase of additional shares, and special financial provisions attached to loan contracts and bonds.
Specifically, companies will be required to disclose agreements impacting governance, such as those related to director nominations and voting rights. Similarly, agreements between companies and shareholders concerning share disposal and purchase will necessitate disclosure. Furthermore, special financial provisions in loan contracts and bonds will require the submission of an extraordinary report, including details on changes and conflicts.
The amendments are set to be promulgated and enforced from 1 April 2024. Detailed application periods and revised disclosure guidelines can be found in Attachments 2 and 3. Notably, important contract entries in securities reports will apply from business years ending on or after 31 March 2025, while extraordinary reports regarding special financial agreements will apply from 1 April 2025.
For inquiries, contact information for the Financial Services Agency’s Corporate Disclosure Division is provided.
A summary of these comments and the agency’s response is provided in Attachment 1, partial revisions of the Cabinet Office Ordinance in Attachment 2, and guidelines for disclosure of corporate details in Attachment 3.