| 英文摘要 |
The Mergers and Acquisitions Act of Taiwan (the “M&A Act”) was enacted in 2002; it was amended for the first time in 2004 and significantly revised in 2015. The amended M&A Act became effective on January 8, 2016. The M&A Act is aimed at removing regulatory hurdles and facilitating the M&A activities of the private industry. However, would the “triangular merger”, which has been commonly adopted in foreign countries, be an option for companies to conduct M&A activities in Taiwan following the the latest amendments to the M&A Act？ The author briefly introduced “triangular merger” as defined under the U.S. law and practice and the concept of “forward triangular merger” and “reverse triangular merger”. The author also discussed the purpose of conducting “triangular merger”, compared the difference between a “triangular merger” transaction and a share exchange transaction, and examined whether according to the M&A Act, a triangular merger would be legally permissible. The conclusion is that given the legislative intent and the removal of regulatory barriers by the recent amendments to the M&A Act, it indeed permits companies to conduct “triangular merger” transactions, as commonly conducted in the US and in the industry. Triangular merger has become one of the options that companies may consider when structuring an M&A transaction in Taiwan. Considering the purpose of facilitating triangular merger and ensuring the certainty and steadiness of the procedure to conduct an M&A transaction, the author further concluded that under the current M&A Act, when conducting a triangular merger, the parent company (the acquiring company) does not need to convene a shareholders meeting to approve thetransaction and the objecting shareholders shall not have appraisal right to request the parent company (the acquiring company) to purchase their shares. The author hopes that the relevant authority will facilitate the administrative procedure with regard to the consummation of triangular mergers pursuant to the amended M&A Act, which has removed the obstacle of conducting triangular mergers, so as to achieve the purpose of revitalizing the local M&A market. |
