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- Merger Screening
1. What type of transactions are caught by the merger control regime?
1.1.1 Type of transactions that are caught by the merger control rules?
The following kinds of combinations are caught by the merger control rules:
- Share acquisitions: Acquisition of 30% or more of the total voting shares or share capital of a company;
- Asset acquisitions: Acquisition or taking out a lease of the whole, or a substantial part of, a company’s business or assets;
- Joint operation between business on a regular or continuous basis or management of another’s business by contractual arrangement;
- Direct or indirect control over the operation or management of another business.
1.3 Definition of "control"
1.3.1 How are the concepts of "control" and "change of control" defined?
The term “control” is not defined and is assessed case-by-case. See Section 1.1.1 above.
2. Establishing jurisdiction for notification of mergers
2.3 General thresholds
Merger filing is needed if:
- one of the undertakings concerned has a market share of at least 1/4; or
- the combined market share of the undertakings concerned is at least 1/3; or
- the combined global turnover of the undertakings concerned exceeded TWD 40,000,000,000 in the last financial year, and each of at least two of the undertakings concerned had a turnover of at least TWD 2,000,000,000 in Taiwan in the last financial year; or
- the turnover of one of the undertakings concerned exceeded TWD 15,000,000,000 in Taiwan in the last financial year, and the turnover of one of the other undertakings concerned exceeded TWD 2,000,000,000 in Taiwan in the last financial year (rule does not apply if the undertakings concerned are financial institutions).
2.4 Other national thresholds for ex ante merger control (e.g. sector-specific rules)
Sector-specific rule for financial institutions:
If the undertakings concerned are financial institutions (e.g. banks, a securities companies, insurance companies), merger filing is required if the turnover of one of the undertakings concerned exceeded TWD 30,000,000,000 in Taiwan in the last financial year, and the turnover of one of the other undertakings concerned exceeded TWD 2,000,000,000 in Taiwan in the last financial year.
There are restrictions on investment in certain sectors such as public transportation, telecommunications, military supplies and accounting services.
3. Calculation and allocation of turnover, asset value, transaction value etc.
3.3 Relevant undertakings for the calculation of turnover
3.3.2 The undertakings whose turnover is taken into account?
The turnover should be calculated on a group/consolidated basis, including turnover of undertakings which are controlled by, controlling or affiliated with the undertaking taking direct part in the combination.
and last updated on 20-03-2020 by
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