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📊 | Yamato HD sells moving business for singles to art


Photo Yamato Holdings (HD) transferred 8% of the shares of Yamato Home Convenience (Chuo-ku, Tokyo), which is engaged in the moving business for singles, to Art Corporation under the umbrella of the major moving art group HD (Osaka City) on August 2. Announced to sell.The photo was taken in Tokyo in February 51 (XNUMX Reuters / Toru Hanai)

Yamato HD sells moving business for singles to Art

 
If you write the contents roughly
Since art is mainly for families, we will strengthen services for singles by making Yamato Home Convenience a subsidiary.
 

Yamato Holdings (HD) will be engaged in a moving business for singles on August 8nd at Yamato Home Convenience ... → Continue reading

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subsidiary

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[1].

Japanese company system

Definition

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:
    • [1] 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.
    • [2] 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
    • [3] There are contracts, etc. that control important financial and operating or business policy decisions of other companies.
    • [4] 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.)
    • [5] 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 [2] to [2] 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 company A do not have a labor-management relationship with company A.But2007On 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.[2].. 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.[1].. However, the FSA listing rules do not use the term subsidiary (subsidiary) but the term subsidiary (subsidiary undertaking).[1].

America

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.[1].

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.[1].. 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.[1].

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.[1].

footnote

[How to use footnotes]
  1. ^ a b c d e f g Research report on business combination legislation Ministry of Justice
  2. ^ Sumitomo Wiring Systems / Kyoritsu High Parts Case (Miyagi Prefectural Labor Commission Heisei 19.6.12 Order)-Labor Case Law / Volume 940 / Date of Issuance October 2007, 10

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