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(Provisional Translation: published May 30, 2025)
March 11, 2025
Securities and Exchange Surveillance Commission
 

Filing a Criminal Charge of Insider Trading of OKWAVE, Inc. Shares

The SESC filed a criminal charge against one suspect with the Tokyo District Public Prosecutors Office for violation of the Financial Instruments and Exchange Act (hereinafter "FIEA") (insider trading). Facts that are the subject of the criminal charge are listed below.

1.Facts That Are the Subject of the Criminal Charge

Around mid-April 2022, the suspect, who was a representative director of EMZ Consulting inc. (hereinafter "EMZ"), in the course of performing a financial advisory contract that EMZ had entered with OKWAVE, Inc. (hereinafter "OKWAVE”), whose shares were listed on the securities market established by Nagoya Stock Exchange, Inc. (hereinafter "NSE"), came to know a material fact concerning the business or other matters of OKWAVE, that a risk of default had arisen with regard to OKWAVE’s claim for a refund of a total of approximately 4,900,000,000 yen related to the deposits and investment profits against a fund management company. As a result, the suspect decided to avoid losses by selling OKWAVE's shares in advance and sold a total of 110,000 OKWAVE shares under the names of two foreign entities for a total of approximately 34,000,000 yen on the NSE via securities firms around mid-April 2022, before the announcement of the fact, despite no applicable exemption clause under the FIEA.

2.Related Articles

Financial Instruments and Exchange Act
Article 197-2, item (xiii); Article 166, paragraph (1), item (iv); Article 166, paragraph (2), item (ii), (d); Article 28-2, item(viii) of the Order for Enforcement of the Financial Instruments and Exchange Act

Statutory penalty: imprisonment for not more than five years, or a fine of not more than five million yen, or both

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