THAILAND Law and Practice Contributed by: Sunyaluck Chaikajornwat, Chumpicha Vivitasevi, Pratumporn Somboonpoonpol and Threenuch Semaming, Weerawong, Chinnavat & Partners Ltd
Further, the TCA, including the entire merger control regime, is currently under revision. Several amend - ment bills have been proposed by various political parties, including the Committee on Economic Devel - opment, as well as by the TCC itself. However, no definitive legislative outcome has yet been reached. Major changes could take place as early as 2026 and, as a result, there should be no substantive updates to the merger control regime until the changes come into effect. 2.5 Labour Law Regulations The most significant recent development in Thailand’s labour laws as it relates to M&A activities is the 2019 Labour Protection Act BE 2562, which stipulates that for the transfer of employees during a merger or amal - gamation of businesses, each employee has the right to choose whether he or she would like to transfer employment to the new employer. If the employee does not consent to such a transfer and is no longer employed by the employer, the employment will be deemed terminated, entitling the employee to sever - ance pay. Conversely, in the case of a share acquisition, no employee consent is required, as the legal employer remains unchanged. 2.6 National Security Review There is no national security review for acquisitions in Thailand. 3. Recent Legal Developments 3.1 Significant Court Decisions or Legal Developments A significant legal development in recent years con - cerns ongoing reform efforts under the FBA. In April 2025, the Thai Cabinet approved in principle recom - mendations submitted by the Law Development Com - mittee through the Office of the Council of State to modernise the FBA. The proposal recognises that the FBA has been in force for nearly 25 years and was historically designed around a protectionist policy approach that no longer fully aligns with Thailand’s evolving economic and technological landscape. The reform initiative is intended to reduce regulatory
obstacles, promote trade and investment, and shift the policy focus from “protection” towards strength - ening the competitive capacity of Thai enterprises, particularly in future-oriented industries such as start- ups and innovation-driven businesses. The MOC, as the responsible authority, has been tasked with co-ordinating input from relevant agen - cies to advance the amendment process. However, as of early 2026, both the proposed exemptions and broader legislative amendments remain under review, and the existing FBA regime continues to apply. Accordingly, parties involved in cross-border M&A transactions in Thailand should monitor these developments closely, as they may materially affect foreign investment structuring and regulatory compli - ance strategies. In capital markets developments, the SEC has intro - duced the amended regulations governing mate - rial transactions (MTs) and related party transactions (RPTs) for listed companies and other entities subject to public offering and disclosure obligations. Under Capital Market Supervisory Board Notification Nos TorJor 45/2568 and TorJor 46/2568, the existing MT and RPT frameworks will be replaced effective 1 July 2026. The amended regulations increase legal clar - ity and certainty, reduce reliance on uncertain inter - pretation, and consolidate requirements previously dispersed across the SEC and the SET regulations. The revised MT regulations expand the scope of MTs, reduce regulatory uncertainty, extend the aggrega - tion period, introduce enhanced minority protection mechanisms and enhance post-approval transparen - cy through additional disclosure obligations, including periodic progress reporting to the SET. In addition, the amended RPT regulations expand regulatory scru - tiny of financial assistance and special case transac - tions, broaden the aggregation scope for transaction size calculations, introduce enhanced minority pro - tection mechanisms, and enhance transparency by requiring listed companies to provide periodic report - ing and disclosure until completion or termination of the transaction. These amendments are expected to have practical implications for transaction structuring, shareholder approval processes and disclosure obli - gations in listed company M&A transactions.
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