JAPAN Law and Practice Contributed by: Masayuki Fukuda, Nagashima Ohno & Tsunematsu
• an “incorporation-type” corporate split, in which an existing company transfers a certain division of its business to a newly established company. While there is no definition of “(casino) business trans- fer” in the Companies Act, it is generally considered as a contract-based transaction in which a company transfers all or part of its business (usually including the relevant assets, liabilities, contracts, employees, and other rights and obligations of the target business) to another company. 10.3 Passive Investor Requirements Any person who intends to become a holder of – eg, voting rights equal to or greater than 5% through a merger or any other transactions or acts specified by the rules of the Commission (not yet established), shall obtain an authorisation from the Commission. The Commission shall audit the operations and the accounting of casino business operators every year. If and to the extent necessary, the Commission may order: • a casino business operator; • holder of the voting rights of such casino business operator; • a person who has dominant influence over the business activities of such casino business opera- tor by way of capital contribution, money lending, business, or other relationships; and • the employees or former employees of such casino business operator to submit the reports or materi- als relevant to the services conducted or the assets held by such casino business operator. 11. Enforcement 11.1 Powers Even after the casino business operator has obtained a casino business licence, such casino business oper- ator still has to conform to the licence standards listed in the IR Implementation Law concerning the services conducted, or the assets held, by such casino busi- ness operator.
The Commission may, if and to the extent necessary for enforcing the IR Law, have its officials: • ask interested parties questions about the con- formity to the licence standards, the services con- ducted, or the assets held by the relevant casino business operator; • enter the business office or other establishment of the relevant casino business operator or certain other relevant parties or their employees; • inspect the accounting books and other items; or • remove non-electronic or magnetic casino-related devices if and to the extent necessary for testing, without compensation therefor. The Commission may, when it finds it necessary to maintain the sound operation of the casino business by a casino business operator, taking into considera- tion the status of the services provided by such opera- tor or the properties thereof: • order such casino business operator to: (a) amend its statement of operational methods; (b) submit to the Commission the plans for im- provement of business operations or status of properties; or (c) take other necessary measures for improving its business operations or status of properties; or • if and to the extent necessary, order the suspen- sion of all or part of the relevant casino business or the related services provided within casino opera- tion areas. 11.2 Sanctions The Commission may: • order the relevant casino business operator to sus- pend all or part of the relevant casino business or the related services within casino gaming operation areas, setting an appropriate time limit; • revoke a casino licence or other approval; • revoke a confirmation upon a casino operator’s employees or other staff; or • order the relevant casino business operator to dismiss the relevant officers.
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