SESC Latest Topics No.104 ＜April 2025＞

Recommendation for an administrative monetary penalty payment order against insider trading in the shares of THE NIPPON ROAD CO., LTD. (“Company”) by a person (“Tippee”) who was tipped by an employee (“Employee”) of a party to negotiations to enter into an agreement with a tender offeror. 

<Summary>
 The SESC recommended that the Prime Minister and the Commissioner of the FSA issue an administrative monetary penalty payment order of 8,400,000 yen against insider trading in the Company’s shares by the Tippee in violation of the Financial Instruments and Exchange Act.
 
As a result of its investigation, the SESC found that the Tippee was tipped by the Employee of a party to negotiations to enter into an outsourcing agreement with SHIMIZU CORPORATION (“Tender Offeror”), who had learned of material nonpublic information about a tender offer for the Company’s shares by the Tender Offeror during the course of the negotiations, and then purchased the Company’s shares based on the information.

Recommendation for an administrative monetary penalty payment order against PIXELCOMPANYZ INC. for making false statements in its disclosure documents.

<Summary>
The Securities and Exchange Surveillance Commission (SESC) made a recommendation that the Prime Minister and the Commissioner of the Financial Services Agency impose an administrative monetary penalty order of 629,840,000 yen against PIXELCOMPANYZ INC. (hereinafter, “the Company”). As a result of an inspection from a disclosure-regulation perspective, the SESC recognized that the Company made false statements in the Annual Securities Reports and Securities Registration Statements that it submitted due to improper accounting treatment.
Through an inspection of the Company’s disclosure documents, the SESC also recognized that the Company failed to disclose transactions with an officer of the company, etc. in Notes on “Transactions with Related Parties” as well as the joint and several guarantee for debts held by that officer in Notes on “Contingent Liabilities” in its consolidated financial statements.