1. Do "merger of enterprises" in the Fair Trade Act and "merger of companies" in the Company Act mean the same thing?
The term "merger" as used in the Fair Trade Act means any one of the following conditions:
- where an enterprise and another enterprise are merged into one;
- where an enterprise holds or acquires the shares or capital contributions of another enterprise to an extent of more than one third of the total number of voting shares or total capital of such other enterprise;
- where an enterprise is assigned by or leases from another enterprise the whole or the major part of the business or assets of such other enterprise;
- where an enterprise operates jointly with another enterprise on a regular basis or is entrusted by another enterprise to operate the latter's business; or
- where an enterprise directly or indirectly controls the business operation or the appointment or discharge of personnel of another enterprise.
The scope of term "enterprise" as used in the Fair Trade Act includes not only companies but also sole proprietorships and partnerships, trade associations, and any other person or organization engaging in transactions through the provision of goods or services. The term "merger" in the Fair Trade Act refers not only to two enterprise merged into one but also to other arrangements by which an enterprise may obtain assets or shares of another enterprise or control its business operations or the appointment and discharge of its personnel. Analyzed from this perspective, the definition of "merger of enterprises" in the Fair Trade Act is broader in scope than that of "merger of companies" in the Company Act.
Relevant article(s) of law: Fair Trade Act, Articles 10, 11, 12, and 13
Updated at：2016-02-22 11:13:18