In Taiwan, when a company conducts certain transactions that may have a significant impact on the shareholders’ interests (e.g., M&A transactions), the dissenting shareholders may exercise the appraisal right in accordance with the applicable laws and regulations. Generally speaking, the dissenting shareholders have to object to the transaction at or prior to the shareholders’ meeting and send a written notice to the company to exercise the appraisal right, asking the company to repurchase their shares at a fair price within 20 days of the shareholders’ resolution.
If the company and the dissenting shareholders reach a consensus on the fair price, the company has to pay the fair price within 90 days of the shareholders’ resolution. On the other hand, if the company and the dissenting shareholders do not reach a consensus on the fair price, the company or the dissenting shareholder will have to apply with the court for a ruling on the fair price within 90 days of the shareholders’ resolution.
If the company cancels or terminates the transaction, the appraisal right will no longer apply and the dissenting shareholders cannot request the company to repurchase their shares. The details of how the dissenting shareholders may exercise the appraisal right differ depending on the nature of each transaction.
*RKS thanks Yvonne Hsieh and Susan Lo of Lee and Li, Attorneys-at-Law for their contributions to this blog.