Fair Trade
1. Draft Amendment to "Regulations on Rewards for Reporting of Illegal Concerted Actions"
On March 25, 2016, the Fair Trade Commission announced the draft amendments to "Regulations on Rewards for Reporting of Illegal Concerted Actions". The key amendments are whistleblower's qualifications, the calculation of rewards, and modifications of levels and amounts of the rewards.
Reported by: Kang-Shen Liu / Judy Tai
Mergers & Acquisitions
2. Clarifications on Articles 12 and 33 of the Enterprises Mergers and Acquisitions Act ("M&A Act")
The Ministry of Economic Affairs, R.O.C., issued two rulings on March 21 and 22, 2016, (Ref. No.: Jing Shen Zi No.10502016270; 10502016260) respectively, to clarify the following issues in relation to Articles 12 and 33 of the M&A Act:
(1)An institution that is permitted by law to handle stock service referred to under Paragraph 3, Article 12 of the Act shall mean an institution that may be engaged to handle the stock affairs ("Stock Agent") as defined under the Regulations Governing Administration of Stock Services of Public Companies Paragraph 1, Article 3.( Article 12)
(2)Once a dissenting shareholder delivers his/her/its shares to the Stock Agent to exercise the appraisal right, the request cannot be revoked unless the deal is cancelled. ( Article 12)
(3)The deadline for paying prices to dissenting shareholders which exercise appraisal rights under a short-form merger shall follow the rules under Article 316-2 of the Company Act. ( Article 12)
(4)A shareholder shall deliver his/her/its share certificates to the company conducting the share exchange. But for those shares which have been deposited with the Taiwan Depository and Clearing Corporation which are unable to be transferred to others, only public announcement under Article 33 of the M&A Act is required and no delivery of the share certificates is required. ( Article 33)
Reported by: Mike Lu/Kevin King
Securities
3. Securities and Exchange Act Related Rulings
On March 31, 2016, the Financial Supervisory Commission ("FSC") issued rulings to clarify that common shares and special shares without debt nature offered and issued in accordance with the ''Taipei Exchange's Regulation Governing GISA'' or '' Taipei Exchange's Regulation Governing Equity Crowdfunding Business Operated by Securities Firms'' are "Other Securities Exempted by the Competent Authority" as set out in Paragraph 1, Article 22 of the Securities and Exchange Act which do not require a filing for effectiveness before public offering.
Reported by: Jeffrey Liu / Caitlyn Kao
Finance
4. Draft amendment to the "Regulations Governing Scope of Business, Restrictions on Transfer of Beneficiary Rights, Risk Disclosure, Marketing, and Conclusion of Contract by Trust Enterprises"
The FSC announced the draft amendment to the "Regulations Governing Scope of Business, Restrictions on Transfer of Beneficiary Rights, Risk Disclosure, Marketing, and Conclusion of Contract by Trust Enterprises" on March 28, 2016, which allows that when a trustor is a professional investor, foreign investments or investments involving foreign exchange made by the trust enterprise may be in real estate investment trust funds or exchange traded notes ("ETNs") traded on foreign securities exchanges designated by the FSC; when a trustor is a non-professional investor, foreign investments or investments involving foreign exchange made by the trust enterprise may be in real estate investment trust funds or exchange-traded funds ("ETFs") or ETNs which invest mainly in commodities (gold only) and have neither a leveraging nor a shorting effect and are traded on foreign securities exchanges designated by the FSC.
Reported by: Stacy Lo / Angela Lin
Consumer Protection
5. Amendments to Mandatory and Prohibitory Provisions of the Standard Form Contract for Commodities (Services) Coupons
On March 30, 2016, the Ministry of Economic Affairs announced draft Mandatory and Prohibitory Provisions of the Standard Form Contract for Commodities (Services) Coupons ("Draft"). The purpose of this Draft is to integrate the existing seventeen forms of Mandatory and Prohibitory Provisions of the Standard Form Contract for Coupons stipulated by each competent authority. We summarize below:
(1)Coupon issuers shall provide performance guarantee for at least one year. Supporting documents of such guarantee shall be accessible to consumers to check from time to time.
(2)Coupons shall indicate the refund amount and the process of how to apply for a refund. The administrative charge for a refund shall not be more than the amount stipulated in the Draft.
(3)If a third party, which is not a coupon issuer, is a provider of a commodity or service specified in coupons, any language or the like to exempt issuers from liabilities when consumers have disputes with the commodity (or service) provider is not permitted.
Reported by: Kang-Shen Liu / Judy Tai
Inheritance
6. Amendments to the Chapter of Inheritance of the Civil Code and the Enforcement Act of the Chapter of Inheritance of the Civil Code
On March 31, 2016, the Executive Yuan passed the draft amendment to the Chapter of Inheritance of the Civil Code and the Enforcement Act of the Chapter of Inheritance of the Civil Code, subject to review by the Legislative Yuan. We summarize below:
(1)Article 1140 of the Civil Code is removed which requires that where an heir of the first order has lost the right of inheritance, the lineal descendant can substitute to inherit his/her share of estate. (Article 1140 of the Draft)
(2)"Intentionally causing serious injury of a decedent" and "failing to comply with maintenance duties" become reasons to lose rights of inheritance. (Article 1145)
(3)The amount, method and statutory limitation of a right to claim for estate by a person who receives the descendant's lifetime maintenance are now provided. (Article 1149)
(4)Where a will prohibits partition of the estate, the period of validity has been reduced to five years. (Article 1165)
(5)Articles 1177 and 1178 of the Civil Code which require that an administrator of estate be selected by a family council meeting are removed. (Article 1177 and 1178)
(6)Where no heir acknowledges an inheritance, the estate is aquired by the government. (Article 1185)
(7)Signature of a will cannot be substituted with a seal, fingerprint, cross, or any other symbol. (Article 1189)
(8)A testator can make an oral will by recording audio or video where a natural disaster or other emergency situation happens. The requirement of having a witness is nullified in this case. (Article 1195)
(9)The compulsory portion of the estate is reduced. (Article 1223)
Reported by: David Tsai / Naiju Kuan
SITE Fund
7. Required Items in the Engagement Agreement for Private Placement of Securities Investment Trust Fund
On March 29, 2016, the Securities Investment Trust and Consulting Association announced the "Required Items for Engagement Agreement between Securities Investment Trust Enterprise and Entrusted Institution for Private Placement of Securities Investment Trust Fund by means of Monetary Trust", which aims at clarifying rights and obligations of the securities investment trust enterprise ("SITE") and the entrusted institution under this private placement model. As the SITE is obligated to check the qualifications of the offeree, it shall still issue a declaration stating that the offeree meets the qualifications under Paragraph 1, Article 11 of the Securities Investment Trust and Consulting Act.
Reported by: Jeffrey Liu / Judy Tai
Labor
8. 2015 Labor Inspection Projects
The Ministry of Labor issued a press release to explain a result of 2015 labor inspection projects for working conditions. There were 1,194 inspection projects, which contained a total of 337 illegal institutions or units, and the total amount of the enforced penalties was NT$15.4 million. The inspection projects targeted the industries of storage and distribution, transport and logistics, security services, and national road passenger transpor. It also included trucking companies, medical institutions, property management institutions, and several other sectors. The most common violation was overtime work passing the legal limit. The second most common was overtime work going unpaid.
Reported by: David Tsai / Mark Chen
Food and Drug Administration
9. Regulations Stipulating Food Enterprises that Must Apply for Certification of Sanitation and Safety Management System
On April 13, 2016, the Ministry of Health and Welfare (MOHW) announced the “Regulations Stipulating Food Enterprises that Must Apply for Certification of Sanitation and Safety Management System”. Repealed accordingly are two previous sets of Regulations directed to food enterprises engaging in the manufacture of flour, starch, salt, sugar and soy sauce, and food enterprises engaging in the manufacture of food additives and special nutritional food or the processing of dairy. The food enterprises that must apply for certification of sanitation and safety management system are as follows:
(1)Food manufacturing enterprises with both a capital amount of NT$30 million or more and a factory registration.
(2)Canned food manufacturing enterprises with a factory registration.
(3)Dairy processing enterprises both having a factory registration and required to comply with the Regulations on Food Safety Control System.
(4)Food additive manufacturing enterprises with a factory registration.
(5)Special nutritional food manufacturing enterprises with a factory registration.
For edible oils/fats manufacturing enterprises, the effective date of these Regulations is set as April 13, 2016; for food enterprises engaging in the manufacture of flour, starch, salt, sugar and soy sauce, the effective date is set as July 1, 2016; and for other food enterprises, these Regulations take effect as of July 31, 2017.
Reported by: Jolene Wang / Crick Liang
Foundation Act
10. Draft Foundation Act
On April 14, 2016, the Executive Yuan passed the draft Foundation Act, which focuses on the prohibition of any activities involving conflicts of interests by the foundation or its directors and supervisors, management of the finance of the foundation and transparency thereof, and enhancement of supervision of foundations contributed to by the government.
Reported by: Kang-Shen Liu
2016-04-27
