The Taiwan Fair Trade Act (TFTA) is the relevant merger control legislation in Taiwan and was last amended on 14 June 2017, with the newly amended Enforcement Rules of the TFTA (“Enforcement Rules”) being announced on 7 April 2022. The supplementary rules on merger control include:
The Taiwan Fair Trade Commission (TFTC) promulgated amendments to the “Combination Types to Which Paragraph 1, Article 11 of the Fair Trade Act Does Not Apply” on 28 June 2023 and the Merger Guidelines on 30 June 2023. The key amendments are as follows.
Additional “Non-Notifiable/Exempted” Type of Combination
The amendments introduced a combination involving foreign enterprises that jointly establish or operate a joint venture outside of Taiwan, where the joint venture is not engaging in economic activities within Taiwan. There is no substantial benefit to regulating such combinations, as the transaction has less connection with Taiwan’s domestic market and there is no direct, substantial and reasonably foreseeable impact on Taiwan's relevant market. Therefore, the participating parties are not required to notify the TFTC of the combination. Pursuant to Article 12, Paragraph 1, Subparagraph 1 of the TFTA, this type of combination is exempted from the merger filing obligation prescribed under Article 11, Paragraph 1 of the TFTA.
Nevertheless, the TFTC notes that a joint venture that “is not engaging in economic activities within Taiwan” is not engaging in any economic activities that involve the supply and demand of goods or services in Taiwan’s domestic market. For example, the products produced by the joint venture are sold only outside of Taiwan or are sold exclusively to its foreign parent company, without affecting supply and demand in the Taiwan market. Such “economic activities” include the sale of goods or services, the provision of quotations, bargaining and the conclusion of sales, contracts or engagement with counterparties in connection with the sale.
Simplified Procedure Applies to More Types of Combinations
In addition to the five types of combination specified under Section 7 of the Merger Guidelines, the simplified procedure also applies to the following four types of combination as they have a relatively lower impact on Taiwan’s domestic markets:
To correspond with such amendments, the TFTC concurrently amended the Merger Guidelines and repealed the Taiwan Fair Trade Commission Disposal Directions (Guidelines) on Extraterritorial Mergers (“Guidelines on Extraterritorial Mergers”). Thereafter, except for the non-notifiable types of combination, an extraterritorial combination that meets any of the filing thresholds must be notified to the TFTC in accordance with the TFTA, and the waiver of jurisdiction will no longer be applicable.
The Guidelines on Extraterritorial Mergers used to be the relevant legislation for merger filings related to foreign mergers, under which the TFTC took the local effect into consideration when determining whether it will exercise jurisdiction. However, the Guidelines on Extraterritorial Mergers were repealed by the TFTC on 30 June 2023; please see 1.1 Merger Control Legislation for details.
In Taiwan, there is no other legislation for mergers relating to particular sectors. However, under several of the TFTC’s guidelines on sectoral control of certain industries affecting public welfare, such as airlines, banking/finance or 4C industries, certain specific factors will be taken into account by the TFTC when reviewing a merger involving that particular industry.
The TFTC is the competent authority enforcing the TFTA. It is the regulatory body responsible for the execution of the TFTA, and also the agency that interprets the TFTA by rulings and stipulates the enforcement rules and relevant regulations of the TFTA. The TFTC may seek comments from other authorities during the review process but has the final say on its own decision.
If any of the filing thresholds is met, a notification is compulsory.
The following circumstances are exceptions for a notification even if the filing thresholds are met:
On 18 July 2016, a ruling was promulgated by the TFTC to exempt the following types of transactions from the requirement to make a filing:
On 28 June 2023, the TFTC promulgated amendments to the “Combination Types to Which Paragraph 1, Article 11 of the Taiwan Fair Trade Act Does Not Apply” by adding an additional “non-notifiable/exemption” type of combination of joint ventures; please see 1.1 Merger Control Legislation for details.
To correspond with its amendments to the Merger Guidelines, the TFTC concurrently repealed the Guidelines on Extraterritorial Mergers. Thereafter, except for non-notifiable types of combination, an extraterritorial combination that meets any of the filing thresholds must be notified to the TFTC in accordance with the TFTA, and the waiver of jurisdiction will no longer be applicable.
Failing to notify a combination that meets a filing threshold may cause the TFTC to impose penalties, including the prohibition of the combination, divestiture, transfer of the business acquired, and/or removal of personnel designated by the enterprises if the TFTC discovers such violation. The TFTC is also authorised to impose an administrative fine of between TWD200,000 and TWD50 million.
Penalties imposed on parties for violating merger control rules will be published by the TFTC. Publicly available information indicates that the TFTC imposed two sanctions between 2024 and March 2025 for failure to notify a combination that met the filing thresholds under the TFTA. Both cases involved local transactions, and the TFTC fined each enterprise TWD200,000.
According to the TFTA, a transaction that falls under the definition of a “combination” and also meets certain thresholds prescribed by the TFTA requires a notification to the TFTC in advance. According to the TFTA, a “combination” is broadly defined to include:
Internal restructuring or reorganisation, under certain circumstances, may fall into the exceptions under the TFTA and be exempted from a filing obligation; please refer to 2.1 Notification for details. An operation that does not involve the transfer of shares or assets (eg, shareholders’ agreements, contractual arrangements on joint business operation) will constitute a combination only if it falls under the combination defined under one of the last two points set forth above.
Whether “control” exists is not defined under the TFTA, and thus should be evaluated on a case-by-case basis.
The acquisition of a minority shareholding or other interests amounting to less than control will constitute a combination only if it falls under the combination defined under the second, fourth or fifth points set forth in 2.3 Types of Transactions.
Under Article 11 of the TFTA, a notification would be required if:
Article 11, Paragraph 2 of the TFTA specifically stipulates that the turnover should be calculated on a “group/consolidated” basis by including the sales revenues of an enterprise that is controlled by, controlling or affiliated with the enterprise in the combination, and of an enterprise where both itself and the enterprise in the combination are under common control of the same enterprise or enterprises.
The “control/subordinate” relation under Article 11, Paragraph 2 of the TFTA is further explained in Article 6 of the Enforcement Rules, as follows.
Please note that only the Taiwanese sales are relevant when calculating the turnover threshold for foreign entities, which shall include:
For more details on the calculation of the jurisdictional thresholds, please see 2.5 Jurisdictional Thresholds. The TFTA is silent on the conversion of sales booked in a foreign currency. In practice, using the annual average exchange rate published by the Central Bank of Taiwan for the conversion is acceptable to the TFTC.
Please see 2.5 Jurisdictional Thresholds.
Specifically, Article 11, Paragraph 2 of the TFTA stipulates that the turnover should be calculated on a “group-wide/consolidated” basis – ie, by including the sales amount of an enterprise that is controlled by, controlling or affiliated with the enterprise in the combination, and of an enterprise where both itself and the enterprise in the combination are controlled by the same enterprise or enterprises.
The TFTA is silent on whether any change in the business during the reference period (such as other acquisitions, divestments or business closures) should be factored in when calculating the turnover; however, in general, the TFTC accepts the annual turnover figures stated in the parties’ audited financial statements as the benchmark to calculate the turnover.
As long as a foreign-to-foreign transaction falls under the definition of a combination as stated in 2.3 Types of Transactions, and meets any of the filing thresholds as provided in 2.5 Jurisdictional Thresholds, such transaction is subject to merger control in Taiwan.
Prior to June 2023, there was a local effects test under the TFTA, according to which the TFTC may decide not to exercise its jurisdiction over a pure foreign-to-foreign transaction after weighing several factors.
However, on 30 June 2023, the TFTC promulgated amendments to the Merger Guidelines, and concurrently repealed the Guidelines on Extraterritorial Mergers. Thereafter, except for non-notifiable types of combination, an extraterritorial combination that meets any of the filing thresholds must be notified to the TFTC in accordance with the TFTA, and the waiver of jurisdiction will no longer be applicable.
As the TFTA does not limit the filing threshold assessment to only overlapping products/services, it is possible for one party – either a target or an acquirer – to meet the threshold in the absence of a substantive overlap.
Joint ventures are likely to be covered by the merger control rules, as long as they meet the definition of combination under the TFTA and any filing threshold is triggered.
The term “joint venture” is not defined under the TFTA. However, the TFTC ruled in 2002 that the establishment of a joint venture, whether it is a newly incorporated enterprise or an existing enterprise, will be subject to merger control if it constitutes a combination as defined under the TFTA. Note that the TFTA does not further categorise joint ventures into different types based on their function or corporate structure.
In addition, on 28 June 2023, the TFTC promulgated amendments to the “Combination Types to Which Paragraph 1, Article 11 of the Fair Trade Act Does Not Apply” by adding an additional “non-notifiable/exempted” type of combination of joint ventures; please see 1.1 Merger Control Legislation for details.
The TFTC does not have the power to investigate or call in a transaction that does not meet the jurisdictional thresholds. However, if the TFTC has doubts, it does have the power to issue letters to the parties, requesting them to provide explanations and relevant documents to prove that the jurisdictional thresholds are not met, if deemed necessary.
The statute of limitations for the TFTC to enforce merger control regulations is five years.
The implementation of a transaction must be suspended until clearance is obtained.
The sanctions for implementing a transaction prior to receiving clearance are the same as those applicable for the failure to file a notification; please see 2.2 Failure to Notify. Public information reveals that no penalties have been imposed in the case of foreign-to-foreign transactions.
There are no general exceptions to or waivers from the suspensive effect.
There is no exception under the TFTA that allows parties to close a transaction prior to receiving the TFTC’s clearance. Furthermore, whether the TFTC will accept the parties’ proposal to temporarily carve out transactions related to Taiwan is unclear, since no case precedent is available.
The law does not stipulate a deadline for making a filing. However, since the TFTC requests a definitive agreement or relevant board resolution to be submitted with the notification to evidence the parties’ intention of conducting the transaction, the parties may make a filing once their boards approve the proposed transaction or complete the signing of the definitive agreement, which is deemed to be the earliest time at which to do so.
A definitive agreement or relevant board resolution to be submitted along with the notification is required in order to prove the parties’ intention of conducting the transaction. The TFTC will review whether a filing based on a less formal agreement such as a letter of intent or memorandum of understanding is acceptable in each case. If the parties are unable to provide any written agreement indicating their intention of proceeding with the proposed transaction, the TFTC may reject the filing.
No filing fee is required.
The following parties shall file a combination notification:
If an enterprise required to file has not yet been established, the existing enterprises in the merger shall file the notification. Companies considering a combination should note that the Enforcement Rules indicate that, in a combination-type acquisition of shares or capital contributions of another enterprise, the ultimate parent company of the acquirers shall be the notifying party if a control/subordinate relation exists between the acquirers or if the acquirers are under common control of one or more entities.
The following information is required to be included in the main content of a filing.
The following supporting documents should be enclosed with a filing:
Filings must be submitted in Chinese (Mandarin). If any document is written in a foreign language, an excerpted translation should also be prepared. All other documents can be in duplicate copy, except the power of attorney, which should be an original copy (no certifications, notarisations or apostilles are required).
In practice, the TFTC may reject the filing or request the parties to withdraw the filing if the notification is deemed incomplete after several rounds of requests for information (RFIs). There is no penalty under such circumstance but the parties cannot close the deal since no clearance has been granted.
The TFTC may impose penalties, including the prohibition of the combination, divestiture, transfer of the business acquired and/or removal of personnel designated by the enterprises, if it discovers that the notifying party is deemed to have supplied inaccurate or misleading information in the filing and proceeds with the combination. The TFTC also has the power to impose an administrative fine of between TWD100,000 and TWD1 million.
There has been no case precedent in this regard in the past five years, according to public information.
The review process is not divided into different phases by the TFTC. Rather, after the initial filing is submitted, the TFTC will request the parties to provide supplemental information by issuing an RFI letter. The RFI procedure will end once the TFTC deems that all the required documents and information have been provided. Once the TFTC deems that the filing is complete, the waiting period can start to run. The parties to the proposed transaction are then free to proceed with the merger if the TFTC does not make any objection to the filing within 30 business days following the filing date (with complete documents and information). If it is deemed necessary, the TFTC may shorten the 30-day waiting period or extend it by up to 90 business days.
The Guidelines on Offering Pre-Filing Consultation were published by the TFTC on 18 August 2021 and aim to help the notifying parties clarify certain filing-related issues before the parties submit a formal filing. However, as the TFTC’s opinions expressed in such consultation are non-binding, the parties might not necessarily find such consultation to be beneficial to their filing decision. The process is treated confidentially.
The RFIs will be issued by the TFTC during the review process requesting the parties to supplement information; such requests reset the clock. Subject to the complexity of the case, there may be two or more rounds of RFIs.
Other than the simplified procedure stated below, there is no other type of accelerated procedure or informal way to expedite the clearance.
The waiting period of the following circumstances can be shortened by applying the simplified procedure.
Nonetheless, the TFTC would still request the parties to follow the standard procedure in certain situations, such as where the merger involves major public interest or where the entry barriers are high, even if they have met the above-mentioned criteria to be eligible for the simplified procedure.
If there is no suspicion of obvious competition restraints after all relevant factors have been considered, the TFTC will conclude that the overall economic benefits of the merger outweigh the disadvantages resulting from competition restraint and thus clear the transaction. Otherwise, the TFTC should further examine the overall economic benefits of the merger to determine whether they outweigh the disadvantages resulting from competition restraint.
In general, to determine the markets that may be affected by the transaction, the TFTC will examine the markets where the parties’ activities overlap and/or have a vertical relationship. In practice, the TFTC will also look into the parties’ respective major businesses in Taiwan from time to time, even if such businesses have no relevance to the proposed transaction. There is no de minimis concept under the TFTA.
The TFTC may sometimes rely on its own case precedents to review the present case. Although the TFTC may take case law in other jurisdictions into consideration, it is less likely to rely solely on other jurisdictions’ views to make its decision.
The competition concern that the TFTC will investigate varies depending on the type of combination. If the combining enterprises engage in a horizontal combination, the TFTC will take the following factors into consideration:
If the combining enterprises engage in a vertical combination, the TFTC will take the following factors into account:
When reviewing conglomerate combinations, the following factors may be considered by the TFTC to determine whether potential competition exists between the parties to a conglomerate combination:
If significant potential competition is deemed likely in a conglomerate combination, further analysis of the factors concerning anti-competition under a horizontal or vertical combination is required.
While the TFTC will certainly consider economic efficiencies when determining whether the proposed transaction will benefit the economy overall, there is no case precedent on how the TFTC weighs this factor.
Whether the TFTC will take any non-competition issues into account as part of the review process is unclear, since no case precedent is available. The TFTA or relevant regulation is silent on whether the consideration of these non-competition issues should be permitted.
The ruling for foreign direct investments in Taiwan is separate from the merger control regime. In principle, an investment into Taiwan is subject to the prior approval of the Department of Investment Review of the Ministry of Economic Affairs. In Taiwan, there are no rules for foreign subsidies; please refer to 9.1 Legislation and Filing Requirements for details.
There are no special considerations in the substantive review of joint ventures; however, possible co-ordination issues between joint venture parents will be examined by the TFTC.
The TFTC has the ability to prohibit or otherwise interfere with a transaction; it exercises this power by issuing a binding decision at the end of the regulatory process. Such decision will generally come under one of the following categories:
In a decision to prohibit a combination, the TFTC will state its reasons regarding the anti-competition disadvantages to the Taiwan market caused by the proposed transaction.
Although the TFTA provides no remedy mechanism, experience suggests that the parties are able to propose remedies to the TFTC for its consideration when it has concerns about a transaction. If the proposed remedies would constitute a material change to the notification, and thereby lead to the TFTC requiring additional information for its evaluation, the TFTC may stop the clock and the waiting period will be reset only after the supplemental information is submitted. If the proposed remedies would not constitute a material change to the notification, the TFTC will take into account such remedies when rendering its decision on the merger notification before the waiting period expires. The TFTC will assess whether it would grant its clearance with conditions referring to such remedies.
Typical Remedies
In terms of the particular kinds of remedies that are typically used in practice, since the primary purpose of the remedies is to eliminate the anti-competition concerns, most competition authorities in different jurisdictions recognise that divestitures (a type of structural remedy) are the best way to achieve such a goal. In line with these international practices, the TFTC appears to accept structural remedies for divestitures (disposal of shares held by the party) and impose such remedies as conditions to clearance. In fact, the public records indicate that the TFTC has indeed adopted the divestment approach in a transaction involving a cable television business.
The TFTC amended the Merger Guidelines in September 2012 to include its official standards for remedies. According to the Merger Guidelines, the TFTC can impose the following remedies as conditions.
Despite this, the TFTC still reserves the right to impose other types of remedies on a case-by-case basis. The Merger Guidelines also point out that the TFTC may seek the parties’ opinions on the possible remedy before making a final decision.
Whether remedies are ever required to address non-competition issues is unclear since no case precedent is available.
There is no legal standard that remedies must meet in order to be deemed acceptable.
The parties can begin negotiating remedies with the TFTC within the waiting period by submitting a proposal to the TFTC. Meanwhile, the TFTC has the authority to propose remedies on its own motion. Although the TFTC may choose to consult the parties before imposing the remedies, it can nonetheless impose remedies that the parties have not agreed. Please see 5.2 Parties' Ability to Negotiate Remedies regarding the procedural steps with respect to remedies.
Please see 5.2 Parties' Ability to Negotiate Remedies regarding the standard approach for the conditions and timing for divestitures or other remedies.
Depending on the nature of a remedy, it is acceptable for the parties to complete the merger before complying with the remedies. The TFTC will conduct periodic reviews of the parties’ behaviour or divestment status to ensure that the parties comply with the conditions imposed by the TFTC.
Since the remedies will serve as conditions to the TFTC’s clearance, the parties must adhere to the conditions. If the TFTC discovers any violation, it may impose penalties on the parties, including the prohibition of the combination, divestiture, transfer of the business acquired, and/or removal of personnel designated by the enterprises. The TFTC also has the power to impose an administrative fine of between TWD200,000 and TWD50 million.
When the TFTC clears a transaction without any condition/remedy, it will only publish a news release summarising its decision on its website and does not issue a formal decision letter. For a decision with a condition/remedy or prohibiting a transaction, the TFTC will issue an official decision to the parties, which will also be published on the TFTC’s website.
To date, the TFTC has never imposed “structural” remedies (such as divestment of assets or disposal of shares) in foreign-to-foreign mergers. However, the TFTC has certainly attached behavioural remedies to a few foreign-to-foreign mergers, most of which involve sensitive industries such as the semiconductor or technology licensing industries.
As far as is known, no case precedent is available in Taiwan, so it is unclear whether ancillary restraints (such as non-competition agreement) will be covered by a clearance decision.
Third parties (eg, customers, competitors, complainants) may have opportunities to be involved in the review process.
If the TFTC accepts a combination notification and decides to exercise its jurisdiction on the transaction, it will post a summary of the proposed transaction on its website for one week to seek public opinion. In some cases where the TFTC considers that the transaction will have a great impact on the local market, it will:
As stated in 7.1 Third-Party Rights, if the TFTC accepts a combination notification and decides to exercise its jurisdiction on the transaction, it will post a summary of the proposed transaction on its website for one week to seek public opinion.
It is unclear whether the TFTC will “market test” any remedies offered by the parties.
As stated in 7.1 Third-Party Rights, if the TFTC accepts a combination notification and decides to exercise its jurisdiction on the transaction, it will post a summary of the proposed transaction on its website for one week to seek public opinion. Under such circumstances, the fact of the notification and/or a description of the transaction will be publicised.
The parties may request the TFTC not to disclose specific confidential information to the public and to handle combination notifications confidentially. If the parties have any particular concerns about the TFTC's public announcement, they can also submit an application requesting the TFTC not to disclose certain information regarding the combination transaction. However, whether such request will be granted is subject to the TFTC's discretion. If the TFTC considers that the information about the transaction has an impact on the Taiwanese market, it will reject the non-disclosure request and make a public announcement soliciting the public’s opinions. Nevertheless, the TFTC will generally not disclose the parties' commercial information that is specifically marked confidential in their filings to the general public, such as trade secrets.
While reviewing the filing for certain cross-border transactions, the TFTC will consult the regulatory authorities of the parties’ home countries. In addition, there are several co-operation agreements and memorandums for the application of competition regulations between the TFTC and the following countries: Paraguay, Eswatini, Japan, Indonesia, Panama, Australia, Canada, France, Hungary, Mongolia and New Zealand. Co-operation between the TFTC and these countries can be anticipated.
It is unclear whether such co-operation is simply on a general policy level or whether the TFTC exchanges specific transaction information with other jurisdictions.
In practice, the TFTC will seek the parties’ consent before sharing information with other jurisdictions.
The parties (or any interested parties with legal standing) may appeal against the TFTC’s administrative decision to the High Administrative Court for judicial review within two months of receiving said decision.
The procedure of administrative litigation is basically the same as the procedure of civil litigation. The case will be heard in a court and the TFTC, as the defendant, and the parties subject to the decision, as the plaintiff, will be in front of judges in a formal legal proceeding.
Although the decision of the High Administrative Court can be appealed to the Supreme Administrative Court for legal review, the Supreme Administrative Court will not hold any hearing. The High Administrative Court's judgment will be reversed only when such judgment is legally flawed.
The parties (or any interested parties with legal standing) can appeal against the TFTC’s decision to the court within two months of receipt of the decision. The timeline for an appeal is approximately 12 to 18 months. As far as is known, no enterprise has filed an appeal in the High Administrative Court against the TFTC's merger filing decision in the past five years.
If any clearance decision will have an adverse effect or impose burdens on a third party, such interested third party can appeal. As far as is known, no third party has filed an appeal in the High Administrative Court against the TFTC's merger filing decision in the past five years.
Taiwan welcomes and encourages foreign direct investment (FDI). Under the Statute for Investment by Foreign Nationals, which was promulgated on 14 July 1954 and further amended on 19 November 1997, all foreign investment must be approved by the Department of Investment Review of the Ministry of Economic Affairs in advance.
FDI is generally permitted in Taiwan, except for certain specific businesses and industries in which foreign investments are prohibited or restricted due to concerns about national security, public order, environmental protection, public health, etc, such as aviation and telecommunications. To provide a clear guideline on restricted and/or prohibited foreign investment, the Department of Investment Review has promulgated the “Negative List”, which sets forth the sectors in which foreign investment is either restricted or prohibited. Sectors that are not in the Negative List are open to foreign investment without any restriction (other than the requirement to obtain foreign investment approval in advance).
However, it is important to note that investors from the People’s Republic of China (PRC) are subject to different and stricter rules and regulations, and greater regulatory scrutiny. PRC investors may only invest in certain permitted businesses listed in the “Positive List” promulgated by the Department of Investment Review. The definition of a PRC investor is a PRC individual, legal person, organisation, other institution or their third-area company; a third-area company is deemed a PRC investor if 30% of its shares are held or controlled by a PRC individual, legal person, organisation or any other institution.
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stephenwu@leeandli.com www.leeandli.comOverview of Taiwan Merger Control Rules
Merger control in Taiwan is regulated by the Taiwan Fair Trade Act (TFTA), and the competent authority is the Taiwan Fair Trade Commission (TFTC). The principle is that a filing with the TFTC would be required for a transaction that falls within the definition of a “combination” under the TFTA if any of the filing thresholds is met and no exemption applies.
Type of combination
Article 10 of the TFTA defines a “combination” to include:
Filing thresholds
Under the TFTA, there are both turnover filing thresholds and market share filing thresholds, as follows:
Substantive test and review timeline
In terms of the substantive test, as prescribed under Article 13 of the TFTA, if the TFTC concludes, after considering all relevant factors, that the overall economic benefits of the combination outweigh the disadvantages resulting from competition restraint, clearance would be granted.
With respect to the timeline, if the TFTC does not make any objection to the filing within 30 working days following the filing date, the parties to the proposed transaction would be free to proceed with the combination. The TFTC may shorten the 30-day waiting period or extend it by up to another 60 working days if it deems necessary.
It should be noted that the filing date refers to the date on which the TFTC confirms that all required documents and information have been completed. To be specific, after receiving the initial filing, the TFTC may issue letters of request for information (RFI), instructing the parties to provide supplemental information. The RFI procedure will end if and when the TFTC is satisfied that the parties have submitted all required documents and information.
Merger Review in the Era of Digital Economy
To address the competition law issues arising from the emergence of novel business models in the digital economy and the rise of technology giants, the Digital Economy Competition Policy Task Force at the TFTC started to draft the White Paper on Competition Policy in the Digital Economy in 2021. Following several rounds of Task Force meetings and Commissioners' meetings, the TFTC released the draft White Paper on 2 March 2022. After taking opinions collected from various parties into account, the TFTC finalised the draft White Paper and released the official version on 20 December 2022 (“White Paper”).
As the White Paper is the TFTC’s first comprehensive overview of competition issues specific to the digital economy along with its relevant enforcement stance and policy direction, it will definitely play a crucial role in shaping the future trends and development of Taiwan's regulatory regime on competition issues.
Of the key topics explored in the White Paper, “Killer Acquisitions” and the “Role of Privacy in Merger Review” are relevant to merger control.
Killer acquisitions
The unresolved issue in this area is whether major digital technology giants’ acquisitions of potentially competitive start-ups constitute violations of the competition law. Thus far, the TFTC has no experience of handling so-called “killer acquisitions”, even though it has dealt with conglomerate combination cases of technology giants and has accumulated law enforcement experience in examining merger cases from the perspective of “potential competition”. For future enforcement, the White Paper indicates that the TFTC will continue to monitor the international development trends and adjust relevant review standards and principles in a timely manner. Moreover, when dealing with the issues of killer acquisitions in the future, the TFTC should also consider the benefits arising from technological innovations.
Role of privacy in merger review
Another of the issues addressed in the White Paper is whether personal data protection is a parameter for assessing competition when reviewing the establishment of a new joint venture. Thus far, the TFTC has not included privacy protection in its analysis, but it will start to consider how privacy protection can be internalised in a merger review from the perspective of “quality” competition.
Nonetheless, according to the White Paper, if the TFTC wants to examine privacy issues in a merger filing case, it must first determine whether there is competition by the means of privacy protection, and such privacy issues should be considered only when the parties use privacy protection as a way to retain or attract users. In the context of protecting privacy and maintaining competition, the TFTC should consider not only the potential disadvantage of a reduction in privacy protection after the merger, but also the potential disadvantage to competition that may result from enhancing privacy protection.
The White Paper also recognises the difficulty of quantifying the extent and necessity of privacy protection, which can pose a challenge to law enforcement in terms of seeing privacy protection as a “competition on quality”. In the short term, the TFTC may seek the views of privacy and consumer protection authorities in order to apply the rule of reason test properly and to allow for a more comprehensive analysis in the context of merger reviews. In addition, the TFTC will continue to look at how other countries develop a more objective and even quantitative analysis, with a view to improve enforcement.
Building upon the White Paper, a study entitled “Research on the Empirical Analysis of Collusive Behaviours in Pricing Strategies in the Digital Economy” (the “Pricing Strategies Research”) constitutes a continuation of the enforcement principles and stances articulated in the White Paper. The Pricing Strategies Research released by the TFTC was honoured by the renowned international competition law publisher Concurrences at the 2025 Antitrust Writing Awards. This serves as a strong indication of the international recognition for the TFTC’s enforcement and policy positions.
The Pricing Strategies Research aims primarily to elucidate the relationship between algorithmic pricing and concerted actions under the TFTA, examining the impact of algorithms on pricing within the digital retail market. It focuses specifically on identifying whether retail enterprises employ algorithmic pricing, whether such algorithms facilitate collusive behaviour, and the manner in which algorithms may assist in the co-ordination of such behaviour.
Notably, the Pricing Strategies Research aligns with the “local nexus” enforcement principle set forth in the White Paper, emphasising the use of empirical data derived from the Taiwanese market as its foundational basis. Although the study centres on issues related to collusive behaviours, it demonstrates the TFTC's emphasis on economic analysis in cases involving the digital economy. Consequently, it is foreseeable that the TFTC may place particular emphasis on economic analysis and empirical data based on the Taiwanese market in future merger control reviews involving the digital economy sector.
Emphasis on Environmental Sustainability Issues
To assist enterprises in understanding whether their business practices on environmental sustainability constitute concerted actions under the TFTA, and to ensure free and fair competition in the market, the TFTC issued the “Guidelines on Concerted Actions in the Context of Environmental Sustainability” (the “Guidelines”) on 19 February 2025. Although the Guidelines focus primarily on issues related to concerted actions and environmental sustainability, they reflect the TFTC’s recent enforcement stance, emphasising environmental sustainability issues. In this regard, it is foreseeable that the TFTC may extend this enforcement stance to merger control reviews involving environmental sustainability issues in the future.
Based on the key strategies for achieving the 2050 net-zero emissions target, the Guidelines map out likely scenarios of future business practices in this regard, identify the potential competitive issues, and then lay out the determination process for such issues. The Guidelines also identify the following three types of business activities as examples for enterprises to consider in order to reduce the risk of violations.
Nevertheless, the TFTC has also emphasised that the Guidelines only provide examples of business practices on environmental sustainability that may constitute concerted actions; whether a specific business practice is illegal will need to be determined by the TFTC based on the actual circumstances of the case.
As noted above, the Guidelines reflect the TFTC’s recent enforcement stance, which places increased emphasis on environmental sustainability issues. Consequently, it is reasonable to anticipate that the TFTC may adopt this perspective in future merger control reviews involving such issues. Specifically, when assessing whether a transaction’s overall economic benefits outweigh the disadvantages arising from competition restrictions in merger control reviews, the TFTC may incorporate an analysis of environmental sustainability within the scope of “overall economic benefits”. In other words, if the transaction demonstrably enhances environmental sustainability, the TFTC may consequently determine that the transaction contributes positively to the overall economic benefits and, therefore, render a favourable decision with respect to the transaction.
Outlook – Proposed Removal of Market Share Filing Thresholds
On several occasions during the past few years, the TFTC has proposed to remove the market share filing thresholds under Article 11 of the TFTA. The latest effort was made in June 2023, when the TFTC published the draft amendments to the TFTA (“2023 Draft Amendments”), which covered a wide range of topics, with a focus on handling antitrust issues under new business models. Under the 2023 Draft Amendments, the market share filing thresholds were removed, and the TFTC may set sector-specific turnover filing thresholds as supplementary measures.
After collecting opinions on the 2023 Draft Amendments, the TFTC deemed that further considerations should be taken into account and thus held off the legislation process. In January 2024, the TFTC proposed an update version of the draft amendments (“2024 Draft Amendments”) and invited comments from various stakeholders, including industry associations, scholars and government agencies. The proposal to remove the market share filing thresholds under the 2024 Draft Amendments is basically the same as that under the 2023 Draft Amendments.
At the current stage, it seems the 2024 Draft Amendments are still under discussion. It is possible that the proposed amendments will continue evolving as public feedback is considered.
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