2018-02-06

Points to Note Regarding Article 27-36 of the Financial Instruments and Exchange Act (Fair Disclosure Rule Guidelines)

The Financial Services Agency issued these guidelines to interpret Article 27-36 of the Financial Instruments and Exchange Act, which mandates fair disclosure of material information to all investors simultaneously. The document clarifies that listed companies must manage undisclosed precise information likely to materially influence security values, while exempting general strategic discussions and mosaic information from immediate disclosure requirements. It further specifies that disclosure obligations may be waived when information is provided to business associates bound by strict confidentiality and non-trading duties, such as investment banking divisions or credit rating agencies.

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Financial Services Agency Japan

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