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Legislation: M&A Act; Stalking and Harassment Prevention Act; Copyright in distance learning

Updated: Sep 21




Legislative Yuan passed the draft amendment of Business Mergers and Acquisitions Act (“the Act”) this late May. The major amendments are highlighted in 3 sections as follows: 1. Ensuring shareholders’ interests: a company is required to explain director’s personal interest and reason to approve or disagree with the resolution of merger and acquisition (“M&A”) at the board meeting and shareholders’ meeting. Besides, shareholders can exercise their appraisal rights, when they disagree with the M&A proposal. 2. Relaxing the requirement for whale-minnow merger (asymmetric merger): the merger of the surviving company shall be resolved by the board when : (1) New shares issued by the surviving company is less than 20% of its shares; or (2) The consideration of the acquisition does not exceed 20% of the book value of the target company, the threshold will be much higher than before, which is only 2% 3. Flexibility of taxation measurement: Apart from the current amortization rule of goodwill and expense, intangible asset, such as business right, copyright, trademark, patent, trade secret etc., are included in this amendment, which, acquired by the company, can be equally amortized within prescribed time by laws of 10 years. Furthermore, shareholders of the target company that is a start-up can delay the tax in terms of consideration received of acquisition. Source : Law Bank website


 


Prevention : Stalking and Harassment Prevention Act Comes into Effect as from June 1st


Stalking and Harassment Prevention Act (“the Act”) was promulgated on December 1st, 2021 and has come into effect on June 1st, 2022. The purpose of the Act is to protect personal physical and mental safety, freedom of movement, personal privacy, and information privacy. If a victim suffers from others’ behaviors such as, (1) monitoring and observation, (2) stalking, (3) threatening and insulting, (4) interfering by communication devices, (5) asking for date in an improper way, (6) sending improper messages, (7) damaging reputation, (8) misusing personal data to order goods, and that intimidates such specific person and sufficiently affects his/her daily life or social activities. The victim can file a claim against the perpetrator with police, the police shall start investigation accordingly and shall issue a warning letter to the perpetrator as well as shall take appropriate measures to protect the victim. Besides, protection order will be applied to the court by officer or prosecutor at their discretion. Violation of the Act is with criminal punishment, the perpetrator can be sentenced by imprisonment of less than 1 year of detention and/or be imposed a fine of less than 100,000 TWD, or maximum up to 5 years’ imprisonment. Source : Ministry of the Interior (Law and Regulations Database)

 


Copyright : Using other’s copyright in distance learning could be deemed as fair use


Taiwan Legislative Yuan passed the draft amendment of the Copyright Act (“the Act”) on May 27th, 2022, adding the “using other’s copyright in distance learning” as “fair use”. According to article 46 of current Copyright Act, “Within a reasonable scope, and when necessary for the purpose of teaching in schools, all levels of legally established schools and their teachers may reproduce the works of another person which have already been publicly released.”, the fair use is limited to teaching “in schools”. Due to improvement of technology and needs of teaching during the period of Covid, the amendment added “distance learning” as a type of teaching activity. Therefore, within the reasonable scope, the teachers may use other’s copyright for teaching in distance learning, and do not need to pay any royalties. Source : Lawbank Website