TAIWAN Law and Practice Contributed by: Eddie Chan, Derrick Yang, Winnie Lin and Yuan-Yuan Lo, Lee and Li Attorneys-at-Law
• whether the items are on the export control lists for SHTC issued by the International Trade Administration, Ministry of Economic Affairs (ITA); • whether the customers are included on the SHTC Export Entity List as announced by the ITA; and • whether there exists any of the red-flag situa- tions (eg, the customers are not willing to pro- vide the end-use or end-users of the items) or the use or end-user of the items is likely for production or development of nuclear or bio- chemical weapons, missiles or other military weapons. 7.5 Antitrust Regulations If a combination may lead to a combined mar- ket share or revenue exceeding the prescribed filing thresholds, the enterprises participating in such proposed combination must obtain prior approval from the Taiwan Fair Trade Commission (TFTC) before the combination. The “combina- tion” refers to any one of the following condi- tions: • mergers; • holdings or acquisitions of at least one-third of the voting shares of or interest in another enterprise; • transfers or leases of all or a substantial part of an enterprise’s business or assets; • having an arrangement with another enter- prise for joint operation on a regular, ongo- ing basis, or the management of another enterprise’s business based on a contract of entrustment; or • having direct or indirect control over the operation or personnel of another enterprise. A notification would be required for a combina- tion in the following circumstances:
• if, as a result of such combination, any of the participating enterprises will obtain at least one-third of the market share; • if any of the enterprises participating in the combination holds at least one-quarter of the market share before the combination; or • if the preceding fiscal year’s turnover of the participating enterprises, calculated on a group-wide/consolidated basis, exceeds the amount set forth by the TFTC, as follows: (a) the aggregate global turnover of all the participating enterprises in the preceding fiscal year exceeds NTD40 billion, and at least two of the participating enterprises had a turnover in Taiwan of at least NTD2 billion in the preceding fiscal year; (b) for a combination among non-financial enterprises, one of the participating en- terprises generated a turnover in Taiwan of at least NTD15 billion in the preceding fiscal year, while the other participating enterprise generated a turnover in Taiwan of at least NTD2 billion in the preceding fiscal year; or (c) for a combination between financial enterprises, one of the participating enter- prises generated an annual turnover of at least NTD30 billion, while the other par- ticipating enterprise generated an annual turnover of at least NTD2 billion. 7.6 Labour Law Regulations In the event of a merger or asset transfer, the acquiring company must notify employees who will be retained at least 30 days before the completion of the transaction. Employees who receive a retention notice must inform the acquiring company of their decision to accept or decline the offer within ten days. Failure to respond will be considered as consenting. If employees decline the offer or are not retained, the target company may lay them off on the
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