(1) Where the total number of new shares issued and treasury shares transferred due to a merger by the surviving company after the merger does not exceed ten percent of the total number of issued and outstanding shares of the company, approval of the board of directors of the surviving company may be given in lieu of the approval of the general meeting of shareholders of such company: Provided, That the foregoing shall not apply where the money or any other asset to be provided to the shareholders of the non-surviving company after the merger has been determined, and the value thereof exceeds five percent of the value of the current net assets on the final balance sheet of the surviving company. <Amended by Act No. 13523, Dec. 1, 2015>
(2) In cases falling under paragraph (1), a merger agreement of a surviving company shall provide that the merger will be effected without approval of a general meeting of shareholders.
(3) In cases falling under paragraph (1), a surviving company shall give a public notice or notification to shareholders on the trade name and seat of the principal office of the non-surviving company, the date of the merger, and that the merger will be effected without approval of a general meeting of shareholders within two weeks of the preparation of a merger agreement.
(4) Where shareholders who own no less than 20 percent of the total number of issued and outstanding shares of the company surviving a merger give written notice to the company of their dissent to the merger under paragraph (1) within two weeks of the receipt of the public notice or notification mentioned in paragraph (3), the merger shall not be effected under the main sentence of paragraph (1).
(5) The provisions of Article 522-3 shall not apply in cases falling under the main sentence of paragraph (1).[This Article Newly Inserted by Act No. 5591, Dec. 28, 1998]