JAPAN Law and Practice Contributed by: Kunihiko Morishita, Masayuki Hashimoto and Koichi Miyamoto, Anderson Mori & Tomotsune
3.3.10 Investor Protection Rules If the SRS or a prospectus contains a false state - ment regarding a material fact, or omits a state - ment regarding a material fact that is required to be stated or is necessary to prevent the SRS or prospectus from being misleading, an issuer is liable for damages suffered by an investor, whether or not there is an absence of intent or negligence on the part of the issuer, unless it can be shown that the investor was aware of such false statement or such omission at the time of purchase. Furthermore, the directors of the issuer filing such SRS, or the distributors using such prospectus, are liable for damages suffered by an investor, except in cases where such directors or distributors can prove that they did not know or could not have known of such false statement or omission had they exercised reasonable care. In addition, it is prohibited for any person to use a prospectus containing a false statement or omitting a necessary statement or to make a false or misleading representation in documents, in drawings, via audio media or by means other than the prospectus. Apart from this, an issuer that has filed an SRS containing a false statement or misleading omis - sion would be subject to criminal penalties and administrative fines. 3.3.11 Approach of the Regulator Please see 2.3.11 Approach of the Regulator . 3.4 Operational Requirements Please see 2.4 Operational Requirements . 3.5 Fund Finance Please see 2.5 Fund Finance .
the investment trust manager, the trustee and related parties; and • audited financial statements of the investment trust as well as the investment trust manager. A semi-annual report with respect to an invest - ment trust must contain the following informa - tion: • performance results for a six-month period; • a description of the investment trust man - ager; and • unaudited interim financial statements of the investment trust and the latest financial state - ments of the investment trust manager. The annual securities report and semi-annual report are filed through EDINET and made avail - able for public inspection online. In addition, an issuer must file an extraordinary report if a certain event occurs as prescribed by the law, including a change to a major investment fund-related corporation, a material change to basic policies, restrictions or dividend policies, a dissolution of the investment corporation or termination of the investment trust. Furthermore, if units/shares of an investment trust/corporation are listed on a stock exchange, they are subject to timely disclosure obliga - tions provided by the securities listing regula - tions and related rules issued by the relevant stock exchange. For example, an issuer of an exchange traded fund (ETF) listed on the Tokyo Stock Exchange must disclose details of sec - ondary offerings, borrowing of funds, revision of terms and conditions of a trust agreement, cancellation of a trust agreement, or the merger or dissolution of an issuer immediately after the occurrence thereof.
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