Photo Announced that the company name of its subsidiary JR Kyushu Drug Eleven (Onojo City, Fukuoka Prefecture) will be changed to "Drug Eleven" on May 5. (The photo is Tsuruha Drug in Sapporo)
JR Kyushu Drug Eleven changed its name to "Drug Eleven"
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Tsuruha Holdings (HD) announced on April 4 that it will change the company name of its subsidiary JR Kyushu Drug Eleven (Onojo City, Fukuoka Prefecture) to "Drug Eleven" on May 6.
Tsuruha Holdings (HD) announced the company name of its subsidiary JR Kyushu Drug Eleven (Onojo City, Fukuoka Prefecture) on April 4th. → Continue reading
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Drug eleven(British: Drug Eleven) IsTsuruha Holdings OfConsolidated subsidiaryso,Kyushu passenger railway(JR Kyushu)Equity method affiliateIsJR Kyushu Drug Eleven Co., Ltd.(JR Kyushu Drug Eleven,British: JR Kyushu Drug Eleven Inc.)ButKyusyu-OkinawaEach prefecture andYamaguchi ShimonosekiとTokyoOperate inDrug storeChain storeBrand.
January 1999Jusco(Current:ion),TsuruhaFormed a business alliance withHapicomIn 2003, he was found to be incomplete in accounting documents and withdrew from Aeon Welcia Stores.According to the revised accounting documentsInterest-bearing debtRecorded a large loss in combination with the increase inDebt overrunFell into.
January 2003Investment fund OfUnison CapitalInvested in our company.Achieve reconstruction by executing high value-added product strategies, introducing low-cost operations, and improving business efficiency through organizational restructuring.. In 2005Holding companyShifted to the system, and from April 2006, the holding company Drug Eleven Holdings Co., Ltd. (Mizuho SecuritiesとDIAM Asset ManagementOn April 2007, 4, JR Kyushu announced that it would acquire all the shares held by Polaris, and in May of the same year, it became a subsidiary of JR Kyushu..
Also, in October 2008, Cocokara Fine Holdings (currently:Cocokara Fine) Segami Medics under its umbrella (currently:Cocokara Fine Health Care) And a business alliance.As a result, it belongs to the WIN group..
In July 2012, the company name was changed to the current "JR Kyushu Drug Eleven Co., Ltd.".
On April 2020, 4, the majority of the shares of JR Kyushu Drug Eleven held by JR Kyushu (voting right ratio 30%) will be held on May 51, 2020.Tsuruha HoldingsAnnounced that it has signed a contract to transfer to (Tsuruha HD) for a fee and will make it a consolidated subsidiary of Tsuruha HD...As a result, while returning to the Tsuruha Group and Hapicom members for the first time in 17 years, they were removed from the scope of consolidation of JR Kyushu.Equity method affiliateBecome.
Number of stores
For a list and detailed information of all stores opened, see the official website "Store InfomationSee.
As of 2020 year 2 month
- Drugstores: 203 stores (including 11 drugstores with dispensing pharmacies and 6 stores with FamilyMart)
- Yamaguchi Prefecture: 1 store
- Fukuoka Prefecture: 77 stores (including 4 drug stores with dispensing pharmacies and 5 stores with FamilyMart)
- Saga Prefecture: 4 stores (including 2 drug stores with dispensing pharmacies)
- Nagasaki: 6 stores
- Kumamoto Prefecture: 14 stores (including 1 store with FamilyMart)
- Oita: 8 stores
- Miyazaki Prefecture: 10 stores
- Kagoshima Prefecture: 41 stores (including 2 drug stores with dispensing pharmacies)
- Okinawa Prefecture: 38 stores (including 2 drug stores with dispensing pharmacies)
- Tokyo: 4 stores (including 1 drug store with a dispensing pharmacy)
- Dispensing pharmacy: 13 stores
- Fukuoka: 5 stores
- Saga: 4 stores
- Kumamoto: 1 store
- Nagasaki: 1 stores
- Oita: 1 stores
- Okinawa: 1 store
- 1989(HeiseiFirst year)
- 1993(5) June- MiyazakiAdvance to.
- 1994(6) June- Ltd.Reorganized to "Drug Eleven".
- 1995(7) June- FukuokaAdvance to.
- 1997(9) June- KumamotoAdvance to.Started development of dispensing pharmacies.
- 1998(10) December --Started the development of urban stores.
- 1999(11)May 8 --Concluded a business alliance with Jusco Co., Ltd. (currently Aeon Co., Ltd.) and Tsuruha Co., Ltd. and took an equity stake in the Company (later)Aeon Welcia StoresForm).
- 2000(12) June- OkinawaAdvance to.
- 6 month - SagaAdvance to.Moved the head office to the current address (Onojo City, Fukuoka Prefecture).
- December --Started the development of a large store "Southern Wind".
- May 6 --Accounting documents that record the inventory amount different from the product inventory detailsAccounting auditorAeon and Tsuruha canceled the business and capital tie-up with the Company and withdrew from "Aeon Welcia Stores".
- September --Unison Capital takes an equity stake in the Company to reform management.
- 2004(16)May 2 - MatsumotokiyoshiForm a business alliance with.
- 2005 (17) --Established Drug Eleven Holdings Co., Ltd. and shifted to a holding company system.
- 2006April 18-Unison Capital transfers shares of the holding company to Polaris Principal Finance.Became a subsidiary of the company.
- 2007(19) May --JR Kyushu acquires shares of the holding company from Polaris Principal Finance and becomes a subsidiary of the company.
- May 3 --Matsumotokiyoshi (Some of the contractual positions of the parent company due to the company split in January 2008Matsumoto Kiyoshi HoldingsDissolved the business alliance with (inherited to).
- May 8 - Cocokara FineAffiliated Segami Medics (currentlyCocokara Fine Health Care) And a basic business alliance contract.
- October --Started purchasing products via the wholesale business of Segami Medics.
- 2009(21)May 5 --Started PET / CT examination introduction business.
- February 2-"Brother company"JR Kyushu RetailJointly operated store withFamilyMart) Reopened the Kitagata store[Annotation 2].
- February 2-Closed all the aesthetic salon "Dina Cristo Club" that was operated alongside 28 stores.
- August 7- TokyoAdvance to.Subway Ginza LineKyobashi StationNear Exit 4Capital AreaThe first Kyobashi store opens.
- 2020(2nd year of Reiwa)
- ^ a b c JR Kyushu Drug Eleven Co., Ltd. 30th term financial results announcement
- ^ a b JR Kyushu Drug Eleven Co., Ltd. 31th term financial results announcement
- ^ About dissolution of business and capital alliance - イオン・ツルハ 2社連名によるリリース 2003年7月1日（2003年8月11日時点でのWEBアーカイブ、2015年3月26日閲覧）
- ^ “About the transfer of shares of Drug Eleven Holdings Co., Ltd.” (Press Release), Unison Capital, (March 2006, 3) 2020/5/18Browse.
- ^ "JR Kyushu acquires Drug Eleven". Pharmaceutical Daily(July 2007, 5) 2020/5/18Browse.
- ^ (PDF) --Cocokara Fine Holdings Inc. News Release August 2008, 8 (March 29, 2015)
- ^ “T-point service will start in July at Drug Eleven! --Introduction of the first T-point service in the drugstore industry-” (Japanese) (GIF) (Press Release), Drug Eleven: Culture Convenience Club, (May 2011, 5) 2012/3/5Browse.
- ^ "JR Kyushu Drug Eleven Co., Ltd. --Mynavi 2015". 2015/2/9Browse.
- ^ a b c Notice Regarding Change in Subsidiary (Share Transfer) -Kyushu Railway Company (April 2020, 4)
- ^ a b c "Notice of making JR Kyushu Drug Eleven Co., Ltd. a consolidated subsidiary due to the acquisition of shares" (Press Release), Tsuruha Holdings, (April 2020, 4) 2020/5/30Browse.
- ^ https://www.drugeleven.com/shops/
- ^ (PDF) JR Kyushu, JR Kyushu Drug Eleven, Rakuten Edy Joint Press Release November 2012, 11
- ^ "Notice of closure of beauty treatment salon attached to drug eleven store" (PDF) (Press Release), JR Kyushu Drug Eleven, (January 2017, 1) 2017/3/8Browse.
subsidiaryWhat is (Kogaisha, English: subsidiary)?Financeas well as the SalesOrJewelry businessThe policy oforgan(General meeting of shareholdersOther) otherCompany(Parent company) Is controlled by the company. However, the definitions of "parent company" and "subsidiary" differ from country to country, and the purpose of the statutory definition is not necessarily defined for the purpose of protecting the shareholders of the parent company and the minority shareholders and creditors of the subsidiary. is not.
Japanese company system
As of July 2019, whether it is a subsidiary or not is judged by the actual standard rather than the formal standard.
Parent companyIs a company that controls an organization that determines the financial and business or business policies of other companies (meaning a general meeting of shareholders or other similar organization; hereinafter referred to as "decision-making organization").
The term "subsidiary" means the other company. In other words, by other companies,DominatedIt is a company. this isDominance standardCalled.
"A company that controls the decision-making body of another company" means the following company.
- (1) Excludes other companies (rehabilitation companies, bankruptcy companies and other similar companies that are deemed to have no effective control and subordination relationship. The same applies to (2) and (3) below. ) A company that owns the majority of the voting rights of
- (2) A company that owns more than 100/40 and less than 100/50 of the voting rights of other companies in its own calculation and that meets any of the following requirements:
-  It is recognized that the voting rights of the same content as one's will will be exercised due to the close relationship between the voting rights owned by one's own account and the investment, personnel, funds, technology, transactions, etc. It occupies the majority of the voting rights of other companies, including the voting rights owned by the person and the person who has agreed to exercise the same voting rights as his / her own will.
-  A person who is an officer or employee, or a person who has been able to influence the decision of other companies' financial and sales or business policies, is the board of directors of the other company. Being a majority of the members of other similar institutions
-  There are contracts, etc. that control important financial and operating or business policy decisions of other companies.
-  Financing (including guaranteeing debt and providing collateral; the same shall apply hereinafter) for the majority of the total amount of funds raised by other companies (recorded in the liabilities section of the balance sheet). Thing (including the case where the total amount of financing provided by a person who has a close relationship in self-investment, personnel, funds, technology, transactions, etc., is more than half of the total amount of financing.)
-  There are facts that are presumed to control the decision-making bodies of other companies.
- (3) The voting rights that you own in your own calculations (including cases where you do not own the voting rights) and your own investment, personnel, funds, technology, transactions, etc. Together with the voting rights owned by the person who is recognized to exercise the voting rights of the same content as that of the A company that holds the majority of the voting rights of a company and that meets any of the requirements  to  in (5) above.
However, this does not apply to companies that are clearly not in control of the decision-making bodies of other companies in terms of financial, business or business relationships.
In addition, when the parent company and its subsidiary or subsidiary controls the decision-making body of the other company, the other company (so-calledGrandchild company) Is also considered to be a subsidiary of the parent company. Further, in the above, "company" means a company and an entity similar to the company, the company,combinationIn addition, it refers to entities that are equivalent to these (including those equivalent to those in foreign countries).
Subsidiaries are broadly categorized as wholly owned or not. From the standpoint of listing on the stock exchange, the minority specified shareholding ratio (total of the shareholding ratios of the top 10) is one listing condition, but it is a subsidiary that is not a wholly owned subsidiary and the minority specified shareholding ratio is If it is below a certain standard, the condition can be satisfied. Therefore, the so-calledParent-child listingWill also be possible. On the other hand, a wholly-owned subsidiary, by definition, cannot control the listing conditions mentioned above because the parent company owns 100% of the shares. At the time, the shares of the company that became a wholly owned subsidiary of another companyDelistedBecomes
Discipline regarding parent-subsidiary relationships
In the Companies Act, the following are the main provisions that apply especially to parent subsidiaries.
- Prohibition of calculation by subsidiary (120 articleItem 1), Profit-giving crime (970 article）
- Prohibition of acquisition of parent company shares of subsidiaries (135 article(Section 1)
- Prohibition of voting rights exercised by a subsidiary at a general meeting of shareholders of the parent company (308 article）
- Statutory AuditorSubsidiary ofDirectorProhibition of concurrent appointment with335 article(Section 2)
- Subsidiary investigation rights for corporate auditors of the parent company (381 article(Section 3, etc.)
- Audit & Supervisory Board Members may, when necessary to perform their duties, request a subsidiary of a company with Audit & Supervisory Board Members to report on their business, or investigate the status of the business and property of that subsidiary (Article 381-3). Section).
- Of the parent companyShareholderTo a subsidiary byAccounting booksRight to request viewing etc.433 article(Section 3)
- Accounting auditorOf the installation companyConsolidated financial statementsCreate (444 article）
Advantages and disadvantages of making a subsidiary
The parent company was originally in charge of the subsidiaryJewelry business・ In most cases, the business is transferred to a subsidiary, but in many cases, the parent company starts a new business by transferring the business to a subsidiary.investmentEtc.resourceThere is a merit that you will be able to break.
You may also benefit from the amount of tax that the entire corporate group will collect. In other words, the corporate tax rate and corporate inhabitant tax rate may change depending on the amount of profit (correctly, "income" under the Corporate Tax Law) of each company, but tax savings can be achieved by making good use of this by making it a subsidiary. You may get the following effect. That is, for example, the parent company becomes a subsidiary, or the subsidiary becomes a parent company, etc.Group CompaniesSuppose you make a deal between them and pay money. This is because the payer can record a loss and the payer can record a profit, and in theory, the profit of each company can be freely determined to some extent.
By making it a subsidiarycomplianceThere are also possible advantages such as risk diversification.
On the other hand, as a matter of course, it is more complicated to use two companies than one company, and the amount of accounting work is simply doubled. Alsoaccounting firmThe advisory fee to the company and the so-called per capita rate of corporate inhabitant tax are also simply doubled.
Labor law and subsidiaries
As a general rule, employees of subsidiary B of a certain company A do not have a labor-management relationship with company A. However2007On June 6, the Miyagi Labor Relations Commission ordered the parent company to bargain collectively with a labor union organized by employees of a subsidiary that was dissolved under the parent company's management policy... If the parent company has full control over the subsidiary and the subsidiary cannot violate the decisions of the parent company and exerts substantial influence, the employer will be assigned to the parent company that has no direct employment relationship. It was a judgment that sex and employment responsibility were recognized.
Western company system
The United Kingdom
There is no debate in the UK whether the transfer of a subsidiary's business or assets requires the approval of the parent company's shareholders, but this isLondon Stock ExchangeThis is because companies listed on the FSA must be subject to the discipline of the FSA listing rules... However, the FSA listing rules do not use the term subsidiary (subsidiary) but the term subsidiary (subsidiary undertaking)..
In the United States, states (Iowa, Delaware, New Jersey, Michigan, Maine, etc.) and state companies require the approval of parent company shareholders under the State Company Law as well as the Model Business Company Law for the disposal of the assets of subsidiaries. Some states (California, New York, Florida, etc.) do not require the approval of parent company shareholders by law..
However, even states that require the approval of parent company shareholders, such as the New Jersey Business Companies Act, may allow approval at the parent company's general meeting of shareholders by stipulating the articles of incorporation... In addition, even in states that do not require the approval of parent company shareholders under the State Companies Act, unlike the Model Companies Act, the legal interpretation of relevant legislation may require a parent company shareholders meeting for asset transfer..
In the United States, a pass-through system is being considered in which the shareholders of the parent company directly exercise their voting rights at the shareholders'meeting of the subsidiary, instead of approving certain important matters of the subsidiary at the shareholders' meeting of the parent company. There is no systematic regulation of business combinations in the United States and it is not materialized..