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The firm's Capital Markets, Securities and Financial Industries Regulation practice has grown rapidly in recent years. The practice group focuses on the following areas:

  • Capital Markets and Securities
  • Access to Global Capital Markets- This area of practice involves serving as counsel to the issuer or underwriter in connection with an undertaking by a Taiwan entity to raise capital on the international capital markets. Frequently used approaches include overseas listing, issuance of ADR or GDR and issuance of convertible bonds or exchangeable bonds (bonds exchangeable into common shares of a different company).

  • Advice on Taiwan Corporate Governance- A critical consideration for foreign institutional investors is the transparency of corporate information and financial statements as well as corporate governance. Our Financial Industries Regulation team will advise clients about the various disclosure systems and corporate governance requirements in Taiwan, and assist them to obtain and to analyze the contents of such disclosures and implementation records of corporate governance, including identification of unusual or abnormal business practices or transactions which may impair the value of the securities.
  • Advise on Investment Structure- The firm is frequently called on to provide advice regarding the capital structure of corporate vehicles. Issues such as capital reductions and corporate repurchase and retirement of treasury shares frequently arise at the investment planning stage.
  • Exit Strategy- A key component to many direct equity investment strategies is exit. Consideration must be given to a number of exit possibilities in establishing the investment structure, including domestic Taiwan listing, direct overseas listing, and dual listing in Taiwan coupled with overseas listing or issuance of depository receipts abroad.

  • Cross Border Activities- The Firm's capital markets team has developed a new area of expertise in the emerging area of cross-border securities law. This primarily involves assisting clients seeking to provide financial services cross-border into Taiwan, or to raise capital in Taiwan in connection with securities issued outside of Taiwan.
  • Access to Taiwan Capital Markets- This area of practice involves representation of clients who have or seek status to trade on Taiwan's securities exchanges as well as clients seeking to raise capital through listing on those exchanges.

  • Insurance
  • Joint Ventures- Non-Taiwan insurance companies increasingly seek joint ventures with Taiwan insurers or other Taiwan financial institutions. The foreign company's goal usually is to obtain market access without incurring the time and cost needed to build one's own Taiwan operation. Key issues often are control of the venture and valuation of each party's contribution. We assist foreign companies to understand the regulatory environment and the alternatives for structuring their ventures.

  • New Products-Taiwan's Insurance Bureau maintains a detailed procedure for insurers wishing to offer new insurance products in Taiwan. These products often are based on insurance products offered in other jurisdictions. We assist insurers to adapt these products to Taiwan's legal environment and to assure regulators that the products fill genuine market needs and do not create unreasonable risks.

  • Banking
  • Structure of Cross- Border Security Interests- Taiwan's laws related to cross-border security interests remain complex. Taiwan still has foreign exchange controls. Foreign financial institutions can hold some types of security interests, but not others. Some types of securities match their counterparts in other jurisdictions, while others have similar names but different combinations of rights and responsibilities. We assist parties to cross-border financial transactions to understand the types of securities available under Taiwan law and to structure their dealings to utilize those devices which can increase efficiency and decrease risks and costs in a particular transaction.

  • Joint Ventures- As in the insurance industry, non-Taiwan financial institutions often seek joint ventures with Taiwan banks. The non-Taiwan party often brings expertise in investment products or specific banking services. The Taiwan bank brings access to its customers. In such ventures, we assist our clients to understand Taiwan's banking and securities regulations so they can share control of the venture and adapt the foreign party's expertise to Taiwan's regulatory system successfully.

  • New Products- Non-Taiwan financial institutions continue to develop cutting-edge investment products. Taiwan views some of these products as banking services, others as securities. We assist our clients to understand Taiwan's emerging system for regulation of the marketing, offer and sale of offshore financial products, whether directly or through agents, brokers or Taiwan funds or banks.

The following are representative cases recently handled by the Financial Industries Regulation Practice Group:

  • Representation of a Taiwan-based semiconductor packaging firm in the first case of a cross-border share swap transaction between two public companies (in Taiwan and Singapore) approved by Taiwan's Investment Commission;
  • Representation of a Taiwan based special semiconductor testing house in seeking a listing of the shares of its newly created corporate vehicle in Singapore following a share swap transaction;
  • Representation of a European life insurance company in the establishment of a joint venture with a major Taiwan financial institution;
  • Representation of a European non-life consumer insurance company in the establishment of a joint venture with a non-Taiwan insurance company operating in Taiwan;
  • Representation of a U.S. private investment fund in the offering of its fund through a major Taiwan bank;

  • Representation of an Asian non-life insurance company in a joint venture with a Taiwan insurance company;
  • Representation of Taiwan corporations in connection with listings on overseas securities exchanges;
  • Representation of a non-Taiwan bank in a joint venture with a U.S. financial services company to offer a new banking service in Taiwan;
  • Representation of various American and European financial institutions in the marketing, offering and sale of specialized financial products to Taiwan banks and customers;
  • Representation of a number of the world's largest securities companies on regulatory matters affecting the provision of cross-border investment banking services and securities offerings in Taiwan;

  • Representation of a U.S. investor in litigation with respect to its security over certain telecommunications assets in Taiwan;
  • Representation of a number of American and European banks in the drafting and negotiation of lending facilities under New York, English and Taiwan law, including preparation and review of credit agreements, security documents and legal opinions;
  • Representation of a number of Taiwan high-tech companies in connection with the first share swap transaction using foreign securities as acquisition currency;
  • Representation of a US Company in connection with its exit plan in the form of an ADR (American Depositary Receipts) program for disposition of its shareholding in a major Taiwan semiconductor manufacturing company;

  • Representation of a Taiwan company in the acquisition of one of its business lines operating in Holland, Singapore, Shanghai, Hong Kong and Taiwan;
  • Representation of a Taiwan company in the acquisition of a production facility in Kobe, Japan from a European company;
  • Representation of a number of mutual funds with respect to cross border private placement in Taiwan;
  • Advising a US based telecommunication fund with respect to the proposed capital reduction plan, new right offerings plan, tender offer plan as well as private placement for its contemplated acquisition plans in Taiwan.
    
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