Revision of Business Mergers and Acquisitions Act
The draft bill for revision of articles in Business Mergers and Acquisitions Act was passed on 24th February 2022. Basing on the suggestions from each industry to increase the flexibility of mergers and protection of shareholders’ powers as well as the statement from the letter no. 770 issued by Judicial Yuan, which the profits shall be distributed to each shareholder and director on time and other related stakes not stated on current Business Mergers and Acquisitions Act, the revision aims at protect the power of each shareholder and loosen the accessible scope of asymmetric mergers and flexibility of taxation this time, the revised essentials as below:
- To reinforce the power and protection of each shareholder, the description of assembly of shareholders shall be stated the stake and pros or cons of mergers as well as broadening the scope of subscription for shareholders who voted against the mergers. The shareholder who didn’t renounce his/her voting rights at the shareholders meeting upon resolution but vote against it afterword is also applicable.
- To broaden the accessible scope of asymmetric mergers. ”The number of paid shares is not allowed to exceed the number of issued shares than 20% for the merged company.” or “The total consideration of paid shares, cash and other assets is not allowed to exceed than the net of merged company than 20%.”. The mergers can be proceeded with the resolution of director meeting solely without the resolution of shareholder meeting.
- The consideration received by the new individual shareholder is allowed to postpone the payment of taxes after mergers and recognition of intangible assets which are shared the privilege of depreciation in the prescribed restriction on years or 10 years, so as to calculate the taxation costs much easily for the merged party.
From the statement of MOEA, the draft bill will improve the efficacy of mergers a lot as well as protect the rights of shareholder simultaneously.