From structuring a deal to fighting for the boardroom, we advise with a business mindset: not just what Taiwanese law says, but what to do next. International buyers and investors get a partner who knows how deals actually close in Taiwan.
The usual scope includes incorporation and shareholding structure, material contracts, assets and intellectual property, employment, litigation and administrative penalties, licences and regulatory compliance. The focus is adjusted to the deal structure, the industry and the buyer's concerns. The aim is not only to find problems but to reflect the risks in the price, the closing conditions and the warranties.
In a share deal the buyer acquires the target's shares, and the company's existing rights, obligations and potential liabilities in principle come with it. In an asset deal the buyer selects particular assets or a business, which usually reduces exposure to unknown liabilities, but the individual transfers are more burdensome and may involve counterparty consents, transfer of employees and different tax treatment. Which suits a given case requires a side-by-side comparison.
Common terms include board seats and how major matters are decided, restrictions on share transfers and rights of first refusal, tag-along and drag-along rights, funding needs and capital increases, deadlock resolution, exit mechanisms, and non-compete and confidentiality. The drafting must take account of the mandatory provisions of the Company Act and of whether the terms can actually be enforced later.
The decisive points are usually the procedure for convening the shareholders' meeting, the shareholder register and the book-closure period, proxy solicitation, nomination of director candidates, and whether the meeting itself is lawfully conducted. Procedural defects can lead to a resolution being revoked or held void, so both sides should review the articles of incorporation and the statutory procedure early, and plan for possible interim measures and litigation.
Directors and supervisors owe the company a duty of loyalty and a duty of care as a good administrator. A breach that causes loss to the company may give rise to liability for damages, and in particular circumstances to liability to third parties or to administrative or criminal liability. In practice it is advisable to keep records of decisions, to have mechanisms for recusal in conflicts of interest and for access to information, and to consider liability insurance.
If you are facing one of the issues above, it helps to gather the relevant notices, contracts, correspondence, a timeline of events and the outcome you hope for before contacting us to arrange a consultation. Once we understand the basic facts and have completed a conflict-of-interest check, we will explain how we can help, the scope of engagement and our fees. The outcome of any matter depends on its specific facts, the evidence, the applicable law and the decision of the competent authority or court.
Discuss a matter →