TFTC’s Pre-Filing Consultation Service

08/31/2021

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n      Who can request the consultation service? This service is offered to participating parties who are planning to submit their merger filings to the TFTC. The request may be made by the participating parties on their own or through their agents with the proper power of attorney.

n      What is the scope of the consultation service? Through the consultation service, the TFTC will assist the participating parties in clarifying questions such as, whether the subject transaction has met the definition of a combination, whether any filing threshold has been reached, which entities should be named as the participating/notifying parties in the merger filing, what documents should be submitted for merger review and which type of procedure should apply for merger review.

n      How to request the consultation service? The consultation service may be requested via an inquiry in hardcopy or via the service box at the TFTC's official website. In the request, the details of the matters that are in need of consultation must be provided, including but not limited to the names of the participating parties, the products and/or services involved in the proposed transaction, the transaction structure, the markets that could potentially be affected by the transaction, the date on which the merger filing is expected to be submitted and the documents related to the transaction. Providing such information in full and in detail will ensure the efficiency and effectiveness of the consultation service.

n      What is the timeframe for utilizing the consultation service? Any exception? To ensure that the TFTC is adequately prepared to respond to the consultation, the consultation request should be made at least 10 working days prior to the expected filing date. For complex merger cases, it is advisable to make the request earlier so as to enhance the effectiveness of the consultation service. On the other hand, if the participating parties submit their merger filing to the TFTC within 10 working days of making the consultation request, the TFTC may cease the consultation service but directly proceed with the merger review procedure.

n      How will the consultation inquiries be handled? In addition to review of written documents, the TFTC may also elect to hold a meeting in person or via teleconference.

n      Is there a limit to the number of times the participating parties may request for the consultation service? Considering the limited time and resources the TFTC have for reviewing merger filings, in principle, participating parties may make only one consultation request for one merger filing.

n      What about confidentiality? In view of the highly confidential nature of merger transactions, the Consultation Guidelines stipulate that the information and materials disclosed by the participating parties during the consultation process shall be kept confidential by the TFTC personnel involved in providing the consultation service.

It is worth noting that according to the Consultation Guidelines, the advice and recommendations provided by the TFTC through the consultation service are for reference only and do not bind the TFTC's decision on the review of merger filings subsequently submitted by the participating parties. Hence, it is worthwhile to keep track of how the TFTC will operate in practice and how effective it will be in clarifying issues related to merger filings in advance via the consultation service after the Consultation Guidelines take effect.

Please feel free to contact us if you have any questions or wish to get more details on any issues mentioned above.