On December 2, 2016, the Taiwan Fair Trade Commission (TFTC) announced the amendments to the Thresholds and Calculation of Sales Amounts which Enterprises in Mergers shall File with the TFTC ("Turnover Filing Thresholds"), effective immediately. The most noteworthy amendment is that the participating parties' global sales must be taken into account in determining whether any of the Turnover Filing Thresholds has been met. In particular, a notification for a combination (merger) shall be filed with the TFTC in advance under any of the following circumstances:

(1)     The aggregate global turnover of all the enterprises to a combination in the preceding fiscal year exceeded NTD 40 billion, and each of at least two of the enterprises had a turnover in Taiwan of at least NTD 2 billion in the preceding fiscal year;

(2)     For a combination of non-financial enterprises, one of the enterprises generated a turnover in Taiwan of at least NTD 15 billion in the preceding fiscal year while the other enterprise generated a turnover in Taiwan of at least NTD 2 billion in the preceding fiscal year; or

(3)     For a combination of financial enterprises, one of the enterprises generated a turnover in Taiwan of at least NTD 30 billion in the preceding fiscal year, while the other enterprise generated a turnover in Taiwan of at least NTD 2 billion in the preceding fiscal year.

Meanwhile, the TFTC also amended the Guidelines on Handling Extraterritorial Mergers ("Extraterritorial Mergers Guidelines") on December 1, effective immediately. In the past, if none of the enterprises in an extraterritorial combination had any production or service facilities, distributors, agents, or other substantive sales channels within the territory of Taiwan, the TFTC would not have exercised its jurisdiction over the case. After the amendment, the aforesaid circumstance became one of the factors that the TFTC will consider when determining whether to exercise its jurisdiction.

Furthermore, before the amendment, a merger of two or more foreign enterprises outside the territory of Taiwan would have been deemed an extraterritorial merger only if there was a direct, substantial, and reasonably foreseeable effect on the domestic market.  According to the newly-amended. Extraterritorial Mergers Guidelines, the local effect element is only one of the factors that the TFTC will consider in determining whether to exercise its jurisdiction.  In general, the amendments above may give the TFTC more discretion in determining whether to exercise its jurisdiction over an extraterritorial merger.