Alps Alpine Co (APELF) Risk Analysis
Risk Overview Q1, 2019
Risk Change Over Time
No filing history is available.
Risk Highlights Q1, 2019
Risk Word Cloud
Risk Factors Full Breakdown - Total Risks 26
- Share Price & Shareholder Rights - Risk 1Japan's unit share system imposes restrictions on the rights of holders of shares of ALPS ALPINE common stock that do not constitute a unit.
Pursuant to the Companies Act and certain related legislation, the articles of incorporation of ALPS ALPINE provide that 100 shares of ALPS ALPINE common stock constitute one unit. Holders of shares that constitute less than one unit do not have voting rights under the Companies Act, which imposes other significant restrictions and limitations on such holders as described in "Item 10.B Memorandum and Articles of Association-Japanese Unit Share System." The transferability of such shares is also significantly limited, as shares can only be bought and sold on the Tokyo Stock Exchange, where ALPS ALPINE's shares of common stock are listed, in volumes that are positive integer multiples of a unit. Under the unit share system, holders of shares constituting less than one unit have the right to require the issuer to purchase their shares. In addition, ALPS ALPINE's articles of incorporation provide that a holder of less than one unit of ALPS ALPINE shares may request that ALPS ALPINE sell to such holder such amount of shares which will, when added together with the shares constituting less than one unit, constitute one unit of shares, as long as ALPS ALPINE has treasury shares to sell upon such request.
- Share Price & Shareholder Rights - Risk 2Rights of shareholders under Japanese law may be more limited than under the laws of other jurisdictions.
The articles of incorporation, share handling regulations and regulations of the board of directors, as well as the Companies Act, govern the affairs of ALPS ALPINE. Legal principles relating to such matters as the validity of corporate actions, directors' and officers' fiduciary duties and shareholders' rights may be different from those that would apply if ALPS ALPINE were a non-Japanese company. Shareholders' rights under Japanese law may not be as extensive as shareholders' rights under the laws of other countries or jurisdictions within the United States. You may have more difficulty in asserting your rights as a shareholder than you would as a shareholder of a corporation organized in another jurisdiction.
- Share Price & Shareholder Rights - Risk 3Because of daily price range limitations under Japanese stock exchange rules, you may not be able to sell ALPS ALPINE shares at a particular price on any particular trading day, or at all.
Stock prices on Japanese stock exchanges are determined on a real-time basis by the equilibrium between bids and offers. These exchanges are order-driven markets without specialists or market makers to guide price formation. To prevent excessive volatility, these exchanges set daily upward and downward price fluctuation limits for each listed stock, based on the previous day's closing price. Although transactions on a given Japanese stock exchange may continue at the upward or downward price limit, if the price limit is reached on a particular trading day, no transactions on such exchange may take place outside these limits. Consequently, an investor wishing to sell shares on a Japanese stock exchange at a price outside of the relevant daily limit may be unable to complete the sale through that exchange on that particular trading day.
- Share Price & Shareholder Rights - Risk 4It may not be possible for investors to effect service of process within the United States upon ALPS ALPINE's directors or senior management, or to enforce against ALPS ALPINE or those persons judgments obtained in U.S. courts predicated upon the civil liability provisions of the federal securities laws of the United States.
ALPS ALPINE is a joint stock company incorporated under the laws of Japan. All of ALPS ALPINE's directors and senior management reside outside the United States. It may not be possible, therefore, for U.S. investors to effect service of process within the United States upon these persons. Furthermore, many of the assets of ALPS ALPINE and these persons are located in Japan and elsewhere outside the United States. It may not be possible, therefore, for U.S. investors to enforce, against ALPS ALPINE or these persons, judgments obtained in the U.S. courts predicated upon the civil liability provisions of the federal securities laws of the United States. ALPS ALPINE believes that there is doubt as to the enforceability in Japan, in original actions or in actions to enforce judgments of U.S. courts, of claims predicated solely upon the federal securities laws of the United States.
- Share Price & Shareholder Rights - Risk 5ALPS ALPINE will likely terminate its SEC reporting obligations as soon as practicable in accordance with applicable rules and regulations.
ALPS ALPINE will likely decide to terminate its reporting obligations to the U.S. Securities and Exchange Commission, or SEC, under the Exchange Act as soon as practicable in accordance with the rules that permit the deregistration of eligible foreign private issuers. If ALPS ALPINE does so, U.S. shareholders will have access to less information about ALPS ALPINE and its business, operations and financial performance, and will cease, among other things, to be subject to the liability provisions of the Exchange Act and the provisions of the Sarbanes-Oxley Act of 2002. If ALPS ALPINE is unable to terminate its SEC reporting obligations as currently contemplated, it may incur additional costs in order to maintain compliance with applicable U.S. laws and regulations.
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