TAIWAN Law and Practice Contributed by: Stephen Wu, Yvonne Hsieh, Wei-Han Wu and Erica Chiu, Lee and Li, Attorneys-at-Law
been provided. Once the TFTC deems that the filing is complete, the waiting period can start to run. The parties to the proposed transaction are then free to proceed with the merger if the TFTC does not make any objection to the filing within 30 business days fol - lowing the filing date (with complete documents and information). If it is deemed necessary, the TFTC may shorten the 30-day waiting period or extend it by up to 90 business days. 3.8 Pre-Notification Discussions With Authorities The Guidelines on Offering Pre-Filing Consultation were published by the TFTC on 18 August 2021 and aim to help the notifying parties clarify certain filing- related issues before the parties submit a formal filing. However, as the TFTC’s opinions expressed in such consultation are non-binding, the parties might not necessarily find such consultation to be beneficial to their filing decision. The process is treated confiden - tially. 3.9 Requests for Information During the Review Process The RFIs will be issued by the TFTC during the review process requesting the parties to supplement infor - mation; such requests reset the clock. Subject to the complexity of the case, there may be two or more rounds of RFIs. 3.10 Accelerated Procedure Other than the simplified procedure stated below, there is no other type of accelerated procedure or informal way to expedite the clearance. The waiting period of the following circumstances can be shortened by applying the simplified procedure. • The enterprise files the notification for reaching the turnover threshold, but its respective market shares meet one of the following criteria: (a) where the combining parties engage in a horizontal merger, the combined market shares after the merger are below 20%; (b) where the combining parties engage in a horizontal merger, the combined market shares after the merger are below 25% and the market share of one of the participating parties is be -
low 5%; or (c) where the combining parties engage in a verti - cal merger, the combined market shares in each individual market are below 25%. • Where the combining parties engage in a conglom - erate merger, the following factors are considered, and it is established that the parties do not have any major potential for competition between each other: (a) the impact of an increase of regulation and control on the cross-industry operation by merging parties; (b) the probability of cross-industry operation by the merging parties because of technological advancement; and (c) the merging parties’ original cross-industry development plan besides the merger. • One of the enterprises participating in the merger directly owns more than one-third and less than half of the voting shares or paid-up capital of the other merging party. • The following four types of combinations are considered to have a relatively lower impact on Taiwan’s domestic markets: (a) where the transaction value is below TWD2.5 billion; (b) in a horizontal combination, where the com - bined Taiwan revenue of the participating parties’ relevant products or services does not reach TWD200 million; (c) in a vertical combination, where none of the participating parties has generated TWD200 million or more in Taiwan for the relevant prod - ucts or services; or (d) where the enterprise being combined gener - ates no Taiwan revenue. Nonetheless, the TFTC would still request the parties to follow the standard procedure in certain situations, such as where the merger involves major public inter - est or where the entry barriers are high, even if they have met the above-mentioned criteria to be eligible for the simplified procedure.
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