the officially promulgated amendments

On July 31, 2025, Professor Wang-Ruu Tseng, Director of the Center for Innovative Legal and Economic Institutions (CIEL) at National Taiwan University, and Professor Yueh-Ping Yang, Deputy Director of CIEL, were invited by the Financial Supervisory Commission (FSC) to attend a public hearing on the draft amendments to the Regulations Governing the Investing Activities of a Financial Holding Company. At the hearing, they offered expert insights on key aspects of the proposed revisions, drawing on both academic research and practical experience.

The proposed amendments were initiated by the FSC in response to recent trends in financial sector consolidation and were formulated with reference to both domestic and international merger and acquisition practices. The primary objective of the revisions is to better align the regulatory framework with market realities while strengthening market order and corporate governance. During the hearing, scholars and industry representatives engaged in in-depth discussions on several critical issues, including adjustments to the shareholding thresholds for initial investments, the requirements for non-consensual mergers and the submission of feasibility plans, restrictions on consideration methods in tender offers, disclosure requirements, and the roles of boards of directors and audit committees in investment decision-making processes.

The FSC further explained that the amendments seek to reaffirm the statutory concept of controlling shareholdings under the Financial Holding Company Act while reducing regulatory uncertainty in merger and acquisition transactions. Key measures include clarifying documentation requirements for initial investments, allowing adjustment periods for the dual leverage ratio (DLR), and incorporating opinions from independent experts and audit committees to enhance the quality and procedural integrity of board decisions. In addition, the amendments regulate the timing of tender offer disclosures to prevent unnecessary market volatility prior to regulatory approval, thereby safeguarding market stability and shareholder interests.

Several recommendations raised during the public hearing by academic and industry participants were subsequently incorporated into the final amendments officially announced by the FSC on November 25, 2025. This reflects the FSC’s commitment to an inclusive consultation process and its efforts to strike an appropriate balance between regulatory oversight, market flexibility, and sound corporate governance.

CIEL has long been dedicated to the study of financial regulation and corporate governance. Going forward, the Center will continue to engage in public policy discussions and contribute academic and practical perspectives to support the development of a more transparent, resilient, and forward-looking legal framework for financial mergers and investment management.

the officially promulgated amendments

Regulations Governing the Investing Activities of a Financial Holding Company