BUSINESS MERGERS AND ACQUISITIONS ACT｜第 5 條｜商業｜Act｜In Force
第 一 章｜經濟部｜v1.0
Last Amended: 2022-06-15
In the merger/consolidation and acquisition by a company, the Board of Directors shall, in the course of conducting the merger/consolidation or acquisition, in the best interest of the company, fulfill its duty of care. Any director involved in decision-making for a merger/ consolidation or acquisition shall be liable for any damage to the company as a result of breach of applicable laws, ordinances, Articles of Incorporation or the resolution of the general meeting in dealing with the merger/consolidation and acquisition; provided, however, that upon producing sufficient evidence of minutes or written statement concerning disagreement, the director may be exempted from the liability. In the merger/consolidation and acquisition by a company, a director who has a personal interest in the transaction of merger/consolidation and acquisition shall explain to the Board meeting and the general meeting the essential contents of such personal interest and the cause of approval or dissent to the resolution of merger/consolidation or acquisition. Under the circumstances of the preceding paragraph, the company shall itemize the essential contents of a director's personal interest and the cause of approval or dissent to the resolution of merger/consolidation or acquisition in the notice to convene a meeting of shareholders; the essential contents may be posted on the website designated by the competent authority in charge of securities affairs or the company, and the address of such website shall be indicated in the above notice.