TAIWAN Law and Practice Contributed by: Stephen Wu, Yvonne Hsieh, Wei-Han Wu and Erica Chiu, Lee and Li, Attorneys-at-Law
• A description of the transaction, including: (a) the estimated timeframe and closing date; (b) the consideration; (c) the result of the transaction (ie, post-closing structure); and (d) whether the proposed transaction is also noti - fied in other jurisdiction and, if so, its review status. • A description of the relevant market, including: (a) the product market; (b) the geographic market; and (c) horizontal and vertical competition status (in - cluding major competitors). • Information regarding the possible obstacles to entering the relevant market, including: (a) the minimum capital or working capital require - ment for entering the relevant market, if any; (b) the legal restriction for entering the relevant market, if any; (c) the intellectual property involved in the relevant market, if any; (d) the materials supply sources, if any; (e) the ratio of the fixed cost to the total cost of the production of relevant products, if applica - ble; (f) the tariff or non-tariff barrier, if applicable; (g) the transaction’s impacts on the market, if any; and (h) any other obstacle regarding the market entry. • An economic analysis of: (a) the advantages created by the proposed trans - action to each of the participating parties; (b) the disadvantage to each of the participating parties if the proposed transaction is prohib - ited; (c) the advantages created by the proposed trans - action to the overall economy in Taiwan; and (d) the anti-competition disadvantages to the Taiwan market caused by the proposed trans - action. • The participating parties’ investment status in Tai - wan, such as subsidiaries and branches. The following supporting documents should be enclosed with a filing: • the participating parties’ latest annual reports or financial reports;
• a copy of the definite agreement of the proposed transaction or resolutions adopted by the board meeting of the participating parties approving the proposed transaction; • a power of attorney executed by the participating parties’ ultimate parent company authorising local counsel to file the combination notification on their behalf; and • the participating parties’ most recent certificate of incorporation. Filings must be submitted in Chinese (Mandarin). If any document is written in a foreign language, an excerpted translation should also be prepared. All other documents can be in duplicate copy, except the power of attorney, which should be an original copy (no certifications, notarisations or apostilles are required). 3.6 Penalties/Consequences of Incomplete or Inaccurate Notification In practice, the TFTC may reject the filing or request the parties to withdraw the filing if the notification is deemed incomplete after several rounds of requests for information (RFIs). There is no penalty under such circumstance but the parties cannot close the deal since no clearance has been granted. The TFTC may impose penalties – including the pro - hibition of the combination, divestiture, transfer of the business acquired and/or removal of personnel designated by the enterprises – if it discovers that the notifying party is deemed to have supplied inac - curate or misleading information in the filing and pro - ceeds with the combination. The TFTC also has the power to impose an administrative fine of between TWD100,000 and TWD1 million. There has been no case precedent in this regard in the past five years, according to public information. 3.7 Review Process The review process is not divided into different phases by the TFTC. Rather, after the initial filing is submit - ted, the TFTC will request the parties to provide sup - plemental information by issuing an RFI letter. The RFI procedure will end once the TFTC deems that all the required documents and information have
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