Business Consulting

TSE Disclosure Document

The Tokyo Stock Exchange (TSE) requires listed companies, which play a leading role in the TSE, to disclose corporate information that is important for investment decisions in a timely, accurate and fair manner, always from the investor’s perspective, as it is important and fundamental to investor confidence in the financial instruments markets. In disclosing corporate information in a timely manner, listed companies are required not only to comply with the practicalities of timely disclosure, but also to take proactive and positive steps to ensure that investors can properly understand and judge the corporate information.

The Timely Disclosure of Corporate Information Guidebook has been compiled as a practical manual for listed companies, which provides information on the practical treatment of timely disclosure, such as the disclosure requirements for corporate information under the Securities Listing Regulations and the content generally required to be included in disclosure materials, as well as disclosure procedures and an overview of the various listing systems involved. However, it is necessary to include content that fulfils the requirements of both the Companies Act, the Financial Instruments and Exchange Act and other laws, and the Listing Regulations, and because of the unique and peculiar wording, it can take an enormous amount of time to prepare a disclosure document with the right points unless you are an expert in law or IR.

Many listed companies therefore assign IR specialists in-house or ask their law firms to prepare documents for them, which is one aspect of a potential problem that has become a sunk cost and is not visible, but it can also be said to form part of the large cost of listing. In addition, among start-ups and venture companies aiming to go public (IPO), there are some examples of IR and press releases being carried out without any distinction being made.

The management of listed companies and venture companies are advised to take full account of the importance of timely disclosure of company information and to make every effort to disclose information in a more timely and appropriate manner.

Statutory public notices in the Official Gazette

Legal notices given by companies can be published in the Official Gazette in accordance with the law, such as notices of mergers, reduction of capital, reduction of reserves and dissolution, or in the Official Gazette, daily newspapers (for matters relating to current affairs) or electronic public notices in accordance with the company’s articles of association, such as notices of accounts settlement, share certificate submission, and announcement of the setting of record dates. Electronic public notices are published either in the official gazette, daily newspapers (for current affairs) or electronically.

Legal notices are required by law to be published. Their content must be an accurate representation of the truth. Please bear this in mind when preparing a public notice, as a false or fraudulent public notice may not only lose its effect as a public notice, but may also result in civil and criminal liability. For example, the creditors’ objection public notice must state the disclosure status of the final balance sheet.

There are two types of public notices in the Official Gazette: legally required entries and information disclosure entries, and examples from other companies may not always be appropriate depending on the actual situation of the company.