(1) The former stockholders of the integrated company are entitled to an appropriate settlement payment. Shares of stock in the principal company are to be allotted to them as settlement payment. If the principal company is a controlled company, then, at the election of the former stockholders, either treasury shares of stock in the principal company are to be allotted to them or an appropriate cash settlement is to be paid. Where shares of stock in the principal company are allotted by way of a settlement payment, the settlement payment is considered appropriate if the shares of stock are allotted in the ratio in which shares of stock in the principal company would have to be allotted to one share of stock in the company in the case of a merger; in this context, compensation for indivisible residual amounts may be provided by additional cash payments. The cash settlement must take account of the company’s circumstances as given at the time its general meeting adopts the resolution regarding the integration. The cash settlement as well as the additional cash payments are to accrue interest, from the time at which notice of the entry is given by publication, at five (5) percentage points per annum above the respectively applicable basic rate of interest pursuant to section 247 of the Civil Code; the assertion of further-reaching damages is not precluded.
(2) The action for avoidance of the resolution adopted by the general meeting of the integrated company by which it resolved on the integration may not be based on section 243 (2) or on the fact that the settlement payment offered by the principal company pursuant to section 320 (2) no. 2 is not appropriate. Where the settlement payment offered is not appropriate, the court specified in section 2 of the Act on Valuation Proceedings under Corporate Law is to establish, upon a corresponding petition having been filed, the appropriate settlement payment. The same applies if the principal company has not offered any settlement payment, or has not offered it duly and properly, and no action for avoidance based on that fact has been brought within the period for avoidance, or the action for avoidance has been retracted or has been dismissed in a final and binding manner.
(3) (repealed)