TAIWAN Law and Practice Contributed by: Stephen Wu, Yvonne Hsieh, Wei-Han Wu and Erica Chiu, Lee and Li, Attorneys-at-Law
transaction, the parties may make a filing once their boards approve the proposed transaction or complete the signing of the definitive agree - ment, which is deemed to be the earliest time at which to do so. 3.2 Type of Agreement Required Prior to Notification A definitive agreement or relevant board resolu - tion to be submitted along with the notification is required in order to prove the parties’ intention of conducting the transaction. The TFTC will review whether a filing based on a less formal agree - ment such as a letter of intent or memorandum of understanding is acceptable in each case. If the parties are unable to provide any written agreement indicating their intention of proceed - ing with the proposed transaction, the TFTC may reject the filing. 3.3 Filing Fees No filing fee is required. 3.4 Parties Responsible for Filing The following parties shall file a combination notification: • all the enterprises involved in the transaction, where an enterprise is merged into another enterprise, regularly runs operations jointly with another enterprise or is commissioned by another enterprise to run operations; • the holding or acquiring enterprise, where an enterprise holds or acquires shares or capital contribution of another enterprise; • the transferee or lessee, where an enterprise transfers or leases its operations or assets to another enterprise; and • the controlling enterprise, where an enterprise directly or indirectly controls the business operations or the appointment or discharge of personnel of another enterprise.
If an enterprise required to file has not yet been established, the existing enterprises in the merg - er shall file the notification. Companies consider - ing a combination should note that the Enforce - ment Rules indicate that, in a combination-type acquisition of shares or capital contributions of another enterprise, the ultimate parent company of the acquirers shall be the notifying party if a control/subordinate relation exists between the acquirers or if the acquirers are under common control of one or more entities. 3.5 Information Included in a Filing The following information is required to be included in the main content of a filing. • The participating parties’ basic information. • Information on the cost of production or other operational costs, selling prices, the quantity and value of production, and sales of the top three major services, and related products/ services, of the participating parties for the last three years in Taiwan. • Horizontal competition information regard - ing the structure of the relevant market of the participating parties in Taiwan. • Market information regarding the upstream (suppliers) and downstream (customers) industries for the participating parties in Taiwan. • A description of the transaction, including: (a) the estimated timeframe and closing date; (b) the consideration; (c) the result of the transaction (ie, post-clos - ing structure); and (d) whether the proposed transaction is also notified in other jurisdiction and, if so, its review status. • A description of the relevant market, includ - ing: (a) the product market;
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