Our Terms & Conditions | Our Privacy Policy
What are the key developments in the past year in merger control in your jurisdiction?
Amendments of merger control rules
There were no new amendments to the laws and regulations overseen by the Taiwan Fair Trade Commission (TFTC) in 2024.
Case developments
The TFTC reviewed 62 merger cases in 2024, and four more in January 2025. Out of the aforementioned cases, only two were rejected, and all approved mergers were unconditionally approved. This shows that despite the general international trend toward more stringent merger reviews, the TFTC has yet to match this trend.
The two rejected cases involve the stainless steel plate market and the food delivery service market. In both cases, the resulting combined market share would exceed 50 per cent, thereby raising clear restriction of competition concerns; thus, the TFTC denied their merger proposals. In fact, the merger in the food delivery service market case would have resulted in a combined market share of over 90 per cent, and despite the merging parties proactively proposing post-merger commitments, the TFTC still refused to approve of the deal. This shows that there is a high chance the TFTC will reject a merger proposal if the combined market share exceeds a certain threshold.
Have there been any developments that impact how you advise clients about merger clearance?
The TFTC’s merger review process has become more transparent, but it is still recommended to file as early as possible for high-profile mergers to avoid potential timing issues with the merger process.
From 2022, the TFTC has encouraged the online or digital filing of merger review applications that would enable the merger participants to submit the merger review application and any supplementary materials online, as well as check on the status of the review and any TFTC official letters regarding the merger, thereby saving costs and increasing the transparency of the process.
However, since the 90-working day deadline for the TFTC’s merger review in Taiwan’s Fair Trade Act only starts tolling from the point when the ‘full application data has been received’, and the TFTC may require the merger parties to submit supplemental materials as needed for the review, in some cases, the actual review period may exceed 90 working days if counted from the date the application was submitted. For example, in four key mergers in the telecommunications and distribution channel industries, the parties have been supplementing documents to the TFTC for weeks to months by the time the TFTC deemed the application ‘received’.
We are still suggesting that merger participants assess the time required for the merger review and commence the application process in a timely way, as well as confirm and consult with the TFTC beforehand to ensure that the application is fully submitted as soon as possible.
Do recent cases or settlements suggest any changes in merger enforcement priorities in your jurisdiction?
Overall, there have not been any major changes in the TFTC’s merger enforcement priorities, but there are signs that public interest is becoming an increasingly important consideration.
In mergers that would result in a noticeable impact in the daily lives of the people, involving labour rights, or mergers in markets that are already highly consolidated, the TFTC tends to apply more scrutiny in the review. In this connection, the TFTC recently showed concern about the winner-takes-all nature in the digital economy, in which mergers can greatly consolidate the market and threaten its long-term competitive strength. If the post-merger commitments from the merging parties do not assuage such concerns (ie, the TFTC finds them to be merely short-term, temporary solutions that do not adequately address long-term competition), then the TFTC may tend to reject the deal. The above is reflected in the aforementioned case involving the merger of food delivery platform entities.
The TFTC’s focus on the digital economy has continued to intensify, especially in merger reviews involving bilateral markets such as food delivery platform entities, accompanied by a reordering of the factors prioritised in its assessments. The TFTC found that the online food delivery platform entities are considered a classic bilateral market, and it declared that its merger review involving the digital economy will put more weight on the local nexus compared to experiences in other jurisdictions. Accordingly, the TFTC rejected the foreign market consumer data submitted by the merging parties on grounds that those data are based on different systems used in those countries, which may not accurately reflect the conduct of Taiwan consumers. This case is thus considered a prime example of the TFTC’s recently stated policy of putting more focus on local empirical analysis in digital economy cases.
Are there any trends in merger challenges, settlements or remedies that have emerged over the past year? Any notable deals that have been blocked or cleared subject to conditions?
As mentioned, there were only two rejections out of 66 merger cases for all of 2024 and January 2025. However, the TFTC will still reject mergers that would result in an extremely consolidated market if approved.
Have the authorities released any key studies or guidelines or announced other significant changes that impact merger control in your jurisdiction in the past year?
The TFTC published the Digital Economy and Competition Policy White Paper at the end of 2022 that discussed how fledgling start-ups are often being gobbled up in ‘killer acquisitions’ by large enterprises, and how this has affected competition in the digital market.
Killer acquisitions refer to a tactic where a company acquires another company, typically in the same industry and with a strong outlook, to nip in the bud any competition the other company may pose in the future. A common example would be a major player in the tech industry quickly making a killer acquisition of an innovative start-up before the start-up has had a chance to grow. In its white paper, the TFTC mentioned that from the perspective of the start-up, one of the incentives to innovate is precisely the opportunity to be acquired by a larger company, so the TFTC will also consider the positive benefits a killer acquisition may bring in its review of such cases. The white paper also stated that as most Taiwan companies are ‘users’ instead of ‘developers’ of key technologies, the competition impact of killer acquisitions in Taiwan, as well as the need for government intervention, may not necessarily be the same as those observed in other countries. Based on the above, the TFTC has yet to demonstrate an intent to actively regulate killer acquisitions in Taiwan; in fact, in the TFTC’s latest proposed amendments for Taiwan’s Fair Trade Act, there is no language that would address killer acquisitions.
For 2024, the TFTC has not released any research or guidance that would impact its merger control practices.
Do you expect any significant changes to merger control rules? How could that change your client advocacy before the authorities? What changes would you like to see implemented in your jurisdiction?
The TFTC’s proposal in 2023 to eliminate market share as a threshold factor for determining whether a pre-merger filing is needed, leaving annual sales turnover as the sole factor, was consistent with the regulatory trends of competition authorities worldwide and may be helpful in further expediting the review process, as well as the data that needs to be collected from the merger participants. However, since the TFTC has sole discretion per the Fair Trade Act to determine the annual sales turnover threshold value, with market share no longer used, the possibility exists that a merger party may question how the TFTC set such threshold value.
The absence of market share as a threshold may also cause the acquisitions of start-ups to be exempt from making pre-merger filings due to falling short of the threshold sales turnover value, thereby making killer acquisitions easier to achieve. Further observation is required as to whether the TFTC may decide to take regulatory action to address this side effect.
Based on the minutes of the TFTC commissioners’ meetings in 2024, a draft bill of the above has been submitted by the TFTC to the Executive Yuan. In any case, it remains to be seen whether Taiwan’s Executive Yuan would accept the TFTC’s amendment proposal as-is, and whether the Legislative Yuan would then subsequently vote to pass the bill.
The Inside Track
What should a prospective client consider when contemplating a complex, multi-jurisdictional transaction?
While Taiwan has yet to follow the general trend of greater merger scrutiny by competition authorities in other jurisdictions, given the potential difficulty involved in coordinating the merger review processes in multiple jurisdictions, it is suggested for the merger participants to assess and plan the application process as early as possible to avoid issues in closing the transaction.
In your experience, what makes a difference in obtaining clearance quickly?
The merging participants should have a good understanding of how the competent authority may determine the scope of the relevant market, and what kind of market competition concerns does the authority have. The data submitted during the application should be complete and accurate; in certain circumstances, it may be recommended to submit expert opinions to better clear up any restriction of competition concerns the competent authority may have.
What merger control issues did you observe in the past year that surprised you?
While the merger between the food delivery platform entities in the past year attracted significant media attention, the TFTC’s rejection was not unexpected, given that the combined market share of the post-merger entity would exceed 90 per cent, and the TFTC has typically rejected deals in the past that would result in a combined market share of more than 50 per cent. However, as this case involved a bilateral market, the TFTC’s market definition analysis, among others, in the digital market context should serve as strong guidance to businesses in the relevant industries.
Images are for reference only.Images and contents gathered automatic from google or 3rd party sources.All rights on the images and contents are with their legal original owners.
Aggregated From –
Comments are closed.