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TFTC's Amendments to the Directions for Enterprises Filing for Merger and the Merger Notification Form
TFTC's Amendments to the Directions for Enterprises Filing for Merger and the Merger Notification Form
Taiwan's Fair Trade Commission (the "TFTC") is planning to make a number of overhauls to its merger control regulations in 2021 in order to enhance the efficiency of its merger review and the quality of its decisions. In this connection, on August 24, 2021, the TFTC announced the amendment to the Directions for Enterprises Filing for Merger (the "Amended Merger Directions") and the amendment to the Merger Notification Form (the "Amended Notification Form"), which are set to take effect on October 1, 2021.
The key points of these amendments are summarized below.
■ The Amended Merger Directions: In the past, merger filings can only be submitted in hard copies, but under the Amended Merger Directions, the TFTC will also accept submissions in electronic files; that is, the notifying parties may use the TFTC's Merger Notification and Concerted Action Application Online Filing System to submit their merger filings. Nevertheless, the TFTC can still require the notifying parties to provide hard copies of their merger filings where the TFTC deems it necessary for its review and verification. Also, as the TFTC's merger review period is calculated based on working days, the Amended Merger Directions stipulates that where a notifying party uploads the electronic files of its merger filing on a non-working day, such filing will be deemed officially received by the TFTC on the next working day after the files are uploaded to the TFTC's system by the notifying party.
■ The Amended Notification Form: Most of the amendments to the Notification Form are minor adjustments to wordings and numbering of sections. Substantive changes that would affect the notifying parties' data collection process occur mostly in the annexes to the Notification Form, such as:
(1) the pre-amendment Annex 2 (Sales Revenues of Participating Parties and Relevant Affiliates) has been deleted under the Amended Notification Form;
(2) regarding the production and sales information relating to the relevant products/services, the request of data for the participating parties' top 5 (for the standard review procedure) or top 3 (for the simplified review procedure) products/services is reduced to the top 3 and top 2 products/services. Nevertheless, data for the products or services relevant to the subject transaction must be provided regardless of whether they are within the participating parties' top 3 or top 2 products; and
(3) in the pre-amendment Annex 4 (Horizontal Competition Information Relating to the Relevant Market Structure), the notifying parties that are subject to the standard review procedure are only required to provide the information of their top 5 competitors for the subject product; now, under the Amended Notification Form, such notifying parties are advised to also list the names (without the sales or market share data) of their competitors that ranked the sixth to tenth on the market to further facilitate the TFTC's review.
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