Newsletter
FTC EXAMPTION FOR EXTRA-TERRITORIAL MERGER NOT DIRECTLY AFFECTING ROC MARKETS
According to the FTC's Guidelines for Handling of Extraterritorial Combination Cases, where a combination between foreign business entities outside ROC meets the definition of a combina-tion as set forth in FTL Article 6 Paragraph 1, and the effects of such a combination will have a direct, substantial and reasonably foreseeable effect on ROC markets, the case comes within the FTC's jurisdiction. Where such a combina-tion reaches the thresholds defined in FTL Arti-cle 11 Paragraph 1, the companies concerned are also required to apply for an FTC approval.
However, Article 3 of the guidelines provides that the FTC may consider various factors in order to decide whether to exercise its jurisdic-tion over an extraterritorial combination. Ac-cordingly, with reference to a certain extraterri-torial combination case that reached the relevant FTL thresholds, the FTC recently decided, based on international courtesy and in consideration of the effects of the transaction, to allow the trans-action to go ahead without a filing with the FTC for an approval, on the grounds that the planned offshore combination would not have a direct, substantial and reasonably foreseeable effect on relevant markets in ROC, and that the parties had already applied for permission with the compe-tent authorities in markets where the offshore combination would have a material impact.