BUSINESS MERGERS AND ACQUISITIONS ACT｜第 6 條｜商業｜Act｜In Force
第 一 章｜經濟部｜v1.0
Last Amended: 2022-06-15
Before any resolution of merger/consolidation and acquisition by the Board of Directors, a company that has its share certificates publicly issued shall form a special committee to review the fairness and reasonableness of the plan and transaction of the merger/consolidation or acquisition, and then to report the review results to the Board of Directors and if the resolution by the general meeting is required, to the general meeting. The functions of the preceding paragraph will, for a company establishing an audit committee in accordance with the Securities and Exchange Act, be exercised by the audit committee. The audit committee shall review matters in accordance with relevant provisions related to the resolution of an audit committee under Securities and Exchange Act. When a special committee or audit committee reviews matters, it shall seek opinions from an independent expert on the justification of the share exchange ratio or distribution of cash or other assets. The regulations on the composition, eligibility and review methods of a special committee as well as the eligibility, independence identification, appointing methods and other related matters of an independent expert, shall be prescribed by the competent securities authority.