º¬Ðß²ÝÉçÇø

CHINA

INDIA

INDONESIA

JAPAN

SOUTH KOREA

TAIWAN

THAILAND

China¡¯s cross-border M&A: Rules and trends

In recent years, due to geopolitical fluctuations, regulatory policies and other factors, the cross-border M&A market has faced numerous challenges, and the number of China-related cross-border M&A deals has shown a downward trend. However, in sectors such as semiconductors, electronic devices, information technology and healthcare, the scale of China¡¯s M&A market remains considerable.

Outbound acquisitions

The most popular industries for Chinese enterprises investing abroad include advanced manufacturing and transportation, TMT, and mining and metals. Among these, the preference for high-tech sector M&As reflects China¡¯s emphasis on developing new quality productive forces.

In terms of geographic distribution of deals, Asia has remained the top region for outbound M&A transaction volume by Chinese enterprises for consecutive years, while regions such as Africa, Japan, South Korea, India and Brazil have also shown growth. In contrast, North America has seen its lowest M&A value and volume in the past decade. Chinese enterprises conducting outbound M&A must comply with a series of domestic and foreign regulatory requirements, usually including but not limited to:

(1) China¡¯s outbound direct investment (ODI) procedures. Depending on factors such as investment amount and whether the target involves sensitive countries or regions, Chinese enterprises need to complete ODI filing or registration procedures with the Ministry of Commerce, the National Development and Reform Commission and the foreign exchange authority before completing investments. Even if a Chinese enterprise uses offshore funds, it is not necessarily exempt from ODI procedures.

(2) Foreign investment procedures in the host country. To legally hold interests in a target company, Chinese enterprises must comply with the host country¡¯s foreign investment requirements.

(3) National security review. Certain M&A transactions may be deemed by the host country as potentially affecting its national security and thus subject to additional national security reviews, such as filings with the Committee on Foreign Investment in the US.

(4) Antitrust filing procedures. Relevant parties should complete antitrust filing obligations of relevant jurisdictions if the transaction structure and turnover of the involved parties trigger relevant filing thresholds.

The completion of the above-mentioned regulatory procedures is usually considered as closing conditions in outbound M&A transaction documents.

In the current context of intensifying geopolitical tensions, mitigating or managing trade sanctions risks has become a key consideration for Chinese companies when planning M&A transactions. Such companies should remain attentive to the latest trade control and tariff policies of various countries. They should also adopt or develop trade compliance and export control regimes to ensure that the contemplated M&A transactions achieve both business and compliance objectives. Transaction parties should also pay close attention to the uncertainties arising from the global political situation affecting cross-border M&A completion.

In addition, due to uncertainties arising from domestic and foreign governmental approvals, foreign counterparties are placing greater value on measures that enhance deal certainty, such as reverse breakup fees and deal deposits. However, Chinese parties must consider the PRC foreign exchange control requirements when assessing the feasibility of such mechanisms during negotiations. State-owned enterprises must further consider tasks to preserve and increase the value of state-owned assets when designing such arrangements. Moreover, exchange rate fluctuations caused by international financial market volatility can impact transaction costs for both parties, prompting Chinese enterprises to increasingly hedge foreign exchange risks through currency-locking arrangements.

Inbound acquisitions

Due to geopolitical and other factors, there has been a significant year-on-year decrease in both the volume and value of foreign M&A transactions. Foreign investors are becoming increasingly cautious, for example, shifting their investment approach from acquiring controlling stakes through M&A to forming joint ventures. In terms of industries, the top three sectors for foreign capital utilisation are manufacturing, scientific research and technical services, and leasing and business services.

In terms of funding sources, US capital is increasingly constrained, while Europe, the Middle East and Africa have become the major sources of cross-border M&A funding. For foreign investment involving Chinese targets, special attention should be paid to the following regulatory requirements:

(1) Foreign investment access; negative list. Since joining the WTO, China has granted national treatment to foreign investors in areas outside the negative list while restricting foreign investment in sectors within this list. Currently, restricted sectors include sensitive industries such as agriculture, education and telecommunications, as well as sensitive fields such as human stem cells. In recent years, China has continued to expand its openness. Several policies have recently been introduced to further open restricted sectors such as healthcare and telecommunications in certain pilot zones, providing policy space for foreign investors to explore new business models in China.

(2) National security review. For investments involving the defence industry or sectors critical to national security, parties may be subject to the PRC national security review regime before completing relevant deals. If a transaction is completed without obtaining relevant clearance, competent authorities may revoke the transaction or order divestiture.

(3) Antitrust. The newly amended Anti-Monopoly Law and other related regulations have raised the filing thresholds for turnover, but also impose stricter liability and consequences for unlawful concentrations.

(4) Data compliance. If the target industry involves the acquisition, processing or transmission of personal information or important data, pay attention to compliance obligations under laws such as the Personal Information Protection Law and the Data Security Law.

Similar to outbound M&As by Chinese enterprises, foreign investments in China are also affected by geopolitical risks. For example, the US rules restricting US persons, entities and their foreign branches from investing in semiconductors and microelectronics, quantum information technology and artificial intelligence in China have caused some US enterprises and individuals to delay or even cancel investment plans. Therefore, foreign investors must also pay attention to applicable trade control and sanction rules when conducting M&A transactions in China.

For risk control purposes, parties may consider incorporating deal certainty-enhancing measures into transaction documents. On the other hand, since investment returns from China ¨C such as dividends and capital gains from equity transfers ¨C are subject to foreign exchange rules and require specific registration and tax procedures, foreign investors typically pay close attention to viable exit paths and capital repatriation channels. In practice, equity transfers or exits following the target company¡¯s IPO are commonly used exit strategies.

China has also recently introduced policies to further facilitate foreign investors¡¯ exits and other operations. In addition, with the 2024 revision of the Company Law adjusting corporate governance structures, reinforcing capital adequacy and maintenance principles, and tightening director obligations (including those of foreign directors), foreign investors should consider these changes when structuring M&A deals and subsequent corporate governance arrangements.

Policy changes

As IPO reviews in China grow more stringent, M&A has become an increasingly important exit route in the capital markets.

For foreign investors, the newly revised Administrative Measures for Strategic Investment in Listed Companies by Foreign Investors (2024), effective as of December 2024, further expand foreign access to China¡¯s securities market. The measures permit foreign investors to use shares of overseas non-listed companies as a consideration in strategic investments in listed companies, whether through private placements or tender offers. Approval from the Ministry of Commerce is no longer required for such transactions, effectively lifting previous restrictions on cross-border share swaps involving foreign investors using overseas non-listed equity.

Following the implementation of these new rules, Shenzhen Original Advanced Compounds announced a plan to acquire 99.97% equity interest in AAMI (an overseas non-listed company) through a combination of cash, newly issued shares and other means, marking the first A-share cross-border share swap case under the measures.

In addition, following the China Securities Regulatory Commission¡¯s release of the Six Measures on M&A Restructuring last year, the commission has recently revised the Administrative Measures for the Material Asset Restructuring of Listed Companies. The revisions introduce favourable provisions such as shortened lock-up periods for specific shareholders, a simplified review process and mechanisms for instalment payments of consideration in restructuring transactions. These changes facilitate participation by listed companies in cross-border M&A ¨C including the use of share issuance as a financing tool ¨C and merit close attention from both domestic and foreign enterprises and investors.

The scope and depth of outbound investment and M&A continue to grow. However, given the complex and ever-changing international geopolitical landscape, foreign participation in domestic M&A transactions in China is likely to remain cautious in the short term.

ZHONG LUN
22-31/F, South Tower of CP Centre, 20 Jin He
East Avenue,
Chaoyang District, Beijing 100020, China
Tel: +86 10 5957 2288

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2025 outlook on º¬Ðß²ÝÉçÇø M&A framework

India has evolved from being a promising emerging market to a strategic anchor in Asia¡¯s dealmaking landscape. Liberalised foreign investment norms, a resilient macroeconomic framework, competitive policy incentives and sustained political stability are drawing increasing interest from global investors.

But India is not merely a destination for deals. It is also a dynamic and multifaceted marketplace where every market finds opportunity. It offers both a launch pad for regional operations as well as a high-growth consumer base, with opportunities spanning across sectors such as manufacturing, digital infrastructure, green energy and financial services.

However, º¬Ðß²ÝÉçÇø M&A appeal to its Asian counterparts is not solely driven by these market fundamentals. Longstanding bilateral and multilateral ties, along with regional frameworks like the ¡°Act East¡± policy, have also laid a strong diplomatic and institutional foundation for investment.

Strategic initiatives such as the India-Myanmar-Thailand trilateral highway and deepening co-operation in technology and energy reinforce º¬Ðß²ÝÉçÇø position as a regional partner of choice. Drawn by º¬Ðß²ÝÉçÇø scalable manufacturing capacity, robust consumer base and credible exit pathways, Singapore and Japan are among the top five foreign direct investment (FDI) contributors to India.

In this evolving landscape, eight key themes are driving º¬Ðß²ÝÉçÇø cross-border M&A trajectory, especially with Asian counterparts.

Open investment framework

º¬Ðß²ÝÉçÇø FDI regime is among the most liberal globally. More than 90% of FDI inflows are received through the automatic route, allowing foreign investors to enter most sectors (greenfield or brownfield) without government approval. Reforms between 2014 and 2024 have expanded sectoral caps in defence, insurance, coal and contract manufacturing, reinforcing policy continuity.

Specific rules apply to investors from countries sharing land borders with India, notably under Press Note 3 (PN3). Structuring deals involving such jurisdictions requires careful planning, often involving neutral jurisdictions, backend tech partnerships or JVs. While PN3 applications are evaluated on a case-by-case basis, having been involved in getting a record number of approvals, applications that align with PN3¡¯s spirit by demonstrating developmental value and mitigation of foreign influence tend to enhance approval certainty. Other than FDI, India also permits investment via the foreign venture capital investment route, enabling participation in unlisted startups with flexible repatriation and exit norms.

China+1 and PLI advantage

India is emerging as a preferred manufacturing hub under the China+1 strategy, especially for Japanese and Korean investors. Manufacturing in FDI is allowed under the automatic route, with flexibility for self-production or contract manufacturing, and ability to sell products manufactured in India by wholesale, retail and via e-commerce without any additional government approval.

Government schemes such as the production-linked incentive (PLI) across 14 sectors, including electronics, electric vehicles, pharmaceuticals and textiles, are creating capital-efficient growth pathways. The PM Gati Shakti initiative and state-level policies further support infrastructure, land acquisition, and approvals. Apart from these national-level initiatives, º¬Ðß²ÝÉçÇø federated model allows states to compete actively for foreign manufacturing investments by offering land, infrastructure and fast-track approvals through state-level schemes and policies.

In an export-reliant region like Asia, geopolitical realignments such as China+1 and concerns over US tariff exposure in the wake of the ¡°America¡¯s First¡± agenda, are also nudging countries like Vietnam and South Korea to pivot operations to India, reinforcing supply chain stability and export base reliability.

Greenfield JVs

Across sectors such as auto, electronics and fast-moving consumer goods, greenfield joint ventures are emerging as a preferred route. Rather than acquiring legacy assets, many Asian investors are partnering with Indian companies that offer market reach, regulatory familiarity and operational infrastructure. These JVs bring together complementary strengths, combining Indian ecosystem insight with foreign capital and technology. The success of such a co-creation model hinges on selecting the right partner, ensuring cultural alignment and embedding clear milestones into transaction documents.

GCCs and data centres

º¬Ðß²ÝÉçÇø rise as a digital operations powerhouse is reflected in the scaling up of global capability centres (GCCs). More than 1,700 GCCs serve as research and development, innovation and transformation hubs for global firms. Japanese, Korean and Singaporean conglomerates are expanding their GCC presence to align with global digitisation goals.

Simultaneously, º¬Ðß²ÝÉçÇø data centre market is booming, fuelled by data localisation laws, 5G rollout and demand for cloud-native services. Southeast Asian investors are entering joint ventures and brownfield acquisitions across tier-1 and tier-2 cities. Green-powered, edge data centres are also attracting ESG (environmental, social and governance)-focused infrastructure funds.

This dual engine of GCCs and data infrastructure is reinforcing º¬Ðß²ÝÉçÇø role in global digital supply chains.

Tech plays

º¬Ðß²ÝÉçÇø tech ecosystem is one of the fastest-growing in the world. Sectors such as fintech, SaaS, AI, semiconductors and software are seeing a flurry of activity. As Indian startups scale, foreign strategic investors are combining capital with capabilities to access early-stage growth stories.

Korean and Japanese companies, alongside sovereign-backed funds, are active in pre-IPO investment. Singapore-based VCs are backing startups with regional scalability. While Chinese investors remain cautious, backend partnerships and indirect tech investments remain active.

In this space, value creation is increasingly about early insight and ecosystem access, not just financial return.

Ethics and integrity

Increasingly in the past few years, and especially in today¡¯s environment, traditional due diligence is not enough, and ethical integrity is becoming a cornerstone of cross-border dealmaking. Investors of various sizes and jurisdictions are embedding ethics, integrity and anti-bribery due diligence into their M&A timelines, not as just a checkbox, but as a foundation. These reviews are triggered not just by red flags but by a proactive desire to understand organisational culture, behavioural and operational risk, and compliance maturity.

Pre-signing, such due diligence helps shape risk-adjusted deal terms, including indemnities, earnouts and integration roadmaps. Post-consummation, it evolves into a tool for surfacing misalignments, validating integration assumptions and building fit-for-purpose, global-standard governance frameworks.

By focusing on ethics and integrity and not just legality, investors can turn compliance into a strategic asset that supports long-term value creation, safeguards reputational capital, reduces enforcement risk and creates a transparent operating model that resonates with both Indian stakeholders and global boards. In short, ethics is not just good practice anymore, it is good business.

De-risking strategies

While opportunities are rich, Indian deals require risk-mitigation discipline, particularly for conservative investors like those from Japan. Increasingly, deal structures incorporate international arbitration clauses, bilateral treaty protections and performance-linked earnouts. The preference for clean structures is spurring bespoke deal models in sectors such as infrastructure and finance.

With º¬Ðß²ÝÉçÇø insolvency and bankruptcy regime gaining credibility, especially against the backdrop of the Singapore High Court recognising º¬Ðß²ÝÉçÇø corporate insolvency resolution process, distressed asset opportunities are also drawing interest from Singaporean and Malaysian funds, often as part of turnaround or special situation strategies.

With evolving regulatory expectations, structuring now goes beyond compliance. It is about creating resilience and clarity from day one.

Listing and exit-ready

A maturing capital market is strengthening º¬Ðß²ÝÉçÇø exit environment. IPOs, strategic buyouts and secondary sales are providing credible off-ramps for foreign capital.

IPOs are no longer just exit events. They serve as market validation tools, reflecting governance and business strength. º¬Ðß²ÝÉçÇø growing domestic institutional investor base, including mutual funds, insurers and sovereign entities, offers consistent post-listing support, enhancing liquidity and valuation certainty. Private equity and venture capital deals now often include structured exit rights, IPO-tied milestones and tag-along protections. The successful listings of Indian subsidiaries of global majors such as Hyundai, LG and Suzuki have bolstered investor confidence.

Conclusion

º¬Ðß²ÝÉçÇø cross-border M&A landscape in 2025 is underpinned by a powerful convergence of openness, opportunity and oversight. At its core lies a liberal FDI regime and a scaled manufacturing shift that make India an accessible entry point. But what sustains momentum is the deepening sophistication in deal models and sectoral momentum, from greenfield ventures and digital infrastructure to tech-led growth and values-driven governance. As deal sophistication deepens, so too does the emphasis on clarity and control through ethics integration that goes beyond compliance, robust structuring and smarter exit mechanisms.

As global capital becomes more thoughtful, India offers the ideal canvas for resilient, reputation-proof and regionally relevant partnerships. For forward-looking investors in Asia, India is more than a market. It is a strategic bet on scale, stability and shared ambition.

KHAITAN & CO
One World Center
10th, 13th & 14th Floors, Tower 1C
841 Senapati Bapat Marg
Mumbai – 400 013
India
Tel: +91 22 6636 5000
Email: mumbai@khaitanco.com

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M&A in Indonesia: Risks, Rewards and Roadmaps

As Southeast Asia¡¯s largest economy, with a rapidly expanding middle class, strategic geographical location, and an ambitious infrastructure and industrial development agenda, Indonesia presents an increasingly attractive environment for foreign investors. One of the most efficient ways to gain a foothold in this dynamic market is through M&A, which allows investors to access local networks, assets, customer bases and regulatory licences quickly.

However, many foreign investors encounter regulatory and operational hurdles. Bureaucratic procedures can be cumbersome, and compliance requirements vary by sector and are subject to change. This guide outlines the legal framework, key risks, opportunities and practical strategies for global investors looking to pursue M&A in Indonesia.

Legal framework

Indonesian M&A transactions are primarily governed by Law No. 40 of 2007 on Limited Liability Companies (the Company Law). This law provides the foundational structure for most corporate actions, including mergers, consolidations and acquisitions involving Indonesian limited liability companies (Perseroan Terbatas, or PT).

Complementing this is Law No. 25 of 2007 on Investment (the Investment Law), which applies to both foreign and domestic investment activities.

Another important regulation is Government Regulation No. 5 of 2021 on Risk-Based Business Licensing, introduced as part of the Omnibus Law reform. This regulation standardises licensing procedures across industries and directly affects the post-transaction compliance obligations of acquiring entities.

In addition, Indonesia¡¯s Competition Law, governed by Law No. 5 of 1999 and its amendments, imposes post-closing notification requirements for transactions that exceed certain asset or turnover thresholds. The Business Competition Supervisory Commission (KPPU) is responsible for enforcement.

M&A transactions involving public companies are also subject to the Capital Market Law, regulated by the Financial Services Authority (Otoritas Jasa Keuangan, or OJK). These deals must comply with requirements relating to material disclosures, mandatory tender offers and transparency.

Acquisitions that result in significant ownership changes often require shareholder approval and notification to the relevant authorities. Spin-offs and divestments are also permitted and are commonly used in corporate restructuring, particularly where required by sector-specific regulations or competition rulings.

Foreign investors should also consider Presidential Regulation No. 10 of 2021, commonly referred to as the ¡°positive investment list¡±, which defines foreign ownership limits across various business sectors. While many industries are fully open to foreign investment, others are restricted or closed due to cultural or strategic considerations.

In some cases, additional licences or partnerships with local entities may be necessary. Any foreign-owned entity must be registered as a PT PMA (penanaman modal asing, or foreign capital investment company) and obtain relevant business licences through Indonesia¡¯s Online Single Submission system.

Finally, transactions that exceed specified thresholds require a post-closing notification to the KPPU. In the case of listed companies, both the OJK and Indonesia Stock Exchange require disclosures and prior approvals for material and affiliated transactions or changes in control. All amendments to the company¡¯s articles of association or changes in corporate structure must also be submitted to the Ministry of Law and Human Rights.

Legal risks and considerations

While Indonesia¡¯s legal structure supports M&As, several risks must be carefully managed to ensure a successful outcome.

Creditor objections and outstanding liabilities. Creditors have the legal right to object to any proposed M&A transaction. Even one unresolved objection may delay or prevent a deal from proceeding. This risk became evident during the 2024 to 2025 merger between listed companies PT XL Axiata and PT Smartfren Telecom, where an objection caused a four-month delay.

Investors should investigate whether the target company holds any loan agreements or debt instruments with change-of-control restrictions. It is also important to assess whether creditors have conversion rights, as these could dilute post-transaction ownership and control if exercised.

Employee concerns and labour law compliance. Labour considerations are also critical in Indonesian M&A transactions. Employee welfare must be taken into account, as required by the Company Law. Inadequate handling of employment issues can result in resistance from workers, or even public backlash. For example, the proposed merger of PT GoTo Gojek Tokopedia Tbk with Grab Holdings prompted protests by drivers concerned about job losses and reduced pay.

Effective employee communication is essential. Investors must ensure compliance with Indonesian labour laws, particularly regarding severance pay and termination notice. A failure to do so can lead to legal disputes and harm post-merger integration.

Foreign ownership restrictions. The positive investment list outlines sectors where foreign ownership is either capped or prohibited entirely. Industries that are culturally or strategically sensitive may be closed to foreign investment or require joint ventures with local partners. For instance, domestic air transport and hazardous material shipping are capped at 49% foreign ownership, while certain types of coffee processing are entirely closed to foreign investors.

Nonetheless, investors may maintain operational control through shareholders¡¯ agreements, which allocate authority over decisions such as board appointments, capital raising and strategic direction.

Rewards and advantages

Despite the challenges, Indonesia presents substantial upside for M&A investors. Acquiring or merging with a local company provides immediate access to infrastructure, regulatory approvals and established customer relationships. It also connects foreign investors with local talent, sectoral knowledge and well-established supply chains.

It offers a platform to enter high-growth sectors such as fintech, digital services, renewable energy and healthcare. Indonesia¡¯s digital economy is forecast to exceed USD100 billion by 2025, making it a strong candidate for acquisition-led expansion.

Roadmap for foreign investors

The first step is to engage local experts early. Legal, tax and business advisers with experience in Indonesia should be involved from the outset to support deal structuring, compliance assessments and negotiations. Lawyers who specialise in the relevant industry can add significant value by anticipating sector-specific risks, regulatory nuances and deal dynamics that may not be immediately apparent.

Enhancing due diligence is essential. Financial reviews should be complemented by assessments of legal compliance, employment practices, outstanding obligations, intellectual property and environmental risks. Site visits and direct discussions with key stakeholders can reveal liabilities that are not captured in financial reports.

Cultural integration must also be prioritised. Efforts to harmonise corporate values, communication styles and leadership structures can enhance employee engagement and reduce post-merger friction. Finally, investors should maintain a long-term view. Long-term success relies on building local relationships, staying flexible with changing regulations, and committing capital with patience.

Conclusion

Indonesia presents a compelling landscape for global investors looking to establish or expand their footprint in Southeast Asia.

With thorough preparation, informed legal and commercial guidance, and a strong appreciation for local business practices, foreign investors can successfully mitigate risks and unlock considerable value.

Ultimately, for investors prepared to commit to the process, M&A offers a powerful mechanism for achieving rapid market access, scalable growth, and a lasting competitive edge in one of Asia¡¯s most promising and resilient economies. The effort required is considerable, but the rewards can be even greater.

DEHENG ARKO LAW OFFICE
12th Floor, Lippo Kuningan
Jl. HR Rasuna Said Kav. B-12,
RT.17/RW.7, Kuningan, Karet Kuningan,
Setiabudi, South Jakarta City, Jakarta 12940
Tel: +62 21 2911 0015
Email: info@armilarako.com

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Recent M&A market movements in Japan

Japan¡¯s M&A market has demonstrated consistent growth, even as a robust global resurgence in M&A activity has yet to materialise. A particularly noteworthy development in the Japanese M&A landscape is the marked increase in unsolicited takeover bids. This trend has been catalysed by the Ministry of Economy, Trade and Industry¡¯s (METI) issuance of the Guidelines for Corporate Takeovers in 2023, as discussed in greater detail below.

There has been a discernible uptick in instances where potential acquirers publicly announce acquisition proposals without prior consultation or agreement with the target company¡¯s board of directors. For example, in August 2024, Canadian convenience store operator Alimentation Couche-Tard publicly proposed a takeover of Seven & i Holdings. In response, the company¡¯s founding family submitted a non-binding acquisition offer, but ultimately abandoned the plan due to insufficient financing.

Japanese corporate attitudes toward unsolicited tender offers also appear to be evolving, with a growing willingness among potential acquirers to pursue such strategies, challenging a longstanding taboo in Japan.

A prominent example emerged in 2024, when Dai-ichi Life, a leading life insurer, launched an unsolicited counter-tender offer for Benefit One, surpassing a prior bid from another Japanese company and successfully completing the transaction.

In a similar vein, Nidec, a major motor maker, made a takeover proposal for Makino Milling Machine in 2024. Despite lacking support from Makino¡¯s board, Nidec announced its intention to commence a tender offer in April 2025. However, Nidec withdrew its bid after the Tokyo District Court denied its petition for a provisional injunction to block Makino¡¯s defensive measures. Makino agreed to a tender offer from MBK Partners to take full control of the company.

Corporate takeovers

In August 2023, the METI published guidelines to establish fair practices and best standards for M&A transactions, promoting sound corporate acquisitions in Japan.

The guidelines articulate a code of conduct for directors and boards of target companies receiving acquisition proposals. Principally, on receipt of a proposal to acquire corporate control, management or directors are expected to promptly submit or report the proposal to the board. When the board receives a ¡°bona fide offer¡±, defined as a specific, purposeful and feasible acquisition proposal, it is obliged to give such an offer ¡°sincere consideration¡±.

Should the board resolve to pursue an agreement, it must assess the acquisition¡¯s appropriateness from the standpoint of enhancing corporate value and make reasonable efforts to ensure that the terms of the transaction secure shareholders¡¯ interests.

To enhance transparency, the guidelines emphasise that acquirers should provide shareholders with sufficient information, including the purpose of the acquisition, a summary of the acquiring party and post-acquisition management strategy, and allow sufficient time for informed decision making. Target companies are likewise expected to furnish shareholders with all material information relevant to evaluating the transaction.

The guidelines also address takeover response policies and countermeasures, underscoring the importance of respecting shareholder intent, ensuring necessity and proportionality, prior disclosure, and maintaining dialogue with the capital markets. Consistent with prevailing judicial precedents, the guidelines stress that the invocation of countermeasures based on the takeover response policy should rely on the rational intent of shareholders, since it concerns the corporate control of the company.

Although the guidelines are characterised as ¡°soft law¡±, setting out principles and best practice rather than binding rules, they are rapidly becoming an integral part of the regulatory framework governing public M&A in Japan. Market participants are well advised to remain cognisant of the guidelines when engaging in public company acquisitions.

Tender offer rules

Concurrently with the formulation of the guidelines, the Financial Services Agency engaged an expert panel to undertake the first major overhaul of the tender offer rules since 2006. The proposed revisions include lowering the threshold for mandatory tender offers and expanding the scope of transactions subject to such requirements.

On 15 May 2024, the National Diet enacted significant amendments to the Financial Instruments and Exchange Act (FIEA), introducing substantial changes to both the tender offer regime and large shareholding reporting requirements. These amendments are scheduled to take effect on 1 May 2026, in principle.

The amendments will lower the threshold for mandatory tender offers from one-third to 30%. The current one-third threshold corresponds to the level at which a shareholder can veto special resolutions (which require a two-thirds majority). The shift to a 30% threshold aligns with international standards and reflects actual voting practices in Japanese listed companies, where a 30% stake is generally sufficient to block special resolutions and can significantly influence ordinary resolutions (which require a simple majority).

Under the current regime, on-market transactions are exempt from mandatory tender offer requirements. However, there have been instances where substantial shareholdings have been rapidly accumulated through on-market purchases. In response to calls for greater transparency, the amendments will bring on-market transactions within the scope of the tender offer regulations, enhancing market fairness and transparency.

The amendments will also abolish the so-called ¡°rapid purchase rule¡±, which currently requires a mandatory tender offer if an acquirer accumulates more than one-third of shares within three months through a combination of off-market and on-market transactions, preventing circumvention of the tender offer regulations. With on-market transactions now subject to the tender offer regime, this rule will be eliminated.

Large shareholding report

Under the FIEA, any person whose shareholding in a listed company exceeds 5% is generally required to file a large shareholding report within five business days. Certain financial institutions are permitted to utilise a special reporting system, filing only twice monthly.

However, this system is unavailable if the institution is involved in ¡°material proposals¡± concerning the investee¡¯s business activities. To foster greater engagement between institutional investors and investee companies, the definition of ¡°material proposals¡± is expected to be clarified in forthcoming enforcement orders and cabinet ordinances.

Proposals concerning the appointment or removal of directors, as well as the disposal of the company¡¯s principal business, among others, are generally expected to be categorised as ¡°material proposals¡±. This is because such actions typically result in substantial changes to, or exert a significant impact on, the company¡¯s overall business activities.

The amendments also stipulate that, in general, if certain financial institutions do not agree to engage in a ¡°material proposal¡± but agree to jointly exercise their individual shareholder rights (such as voting rights or other specified rights) at a particular shareholders¡¯ meeting, they will not be required to aggregate their holdings as ¡°joint holders¡±. This applies to the calculation of shareholding ratios under the relevant regulations.

Direct foreign investment

Foreign investment in Japanese companies is principally governed by the Foreign Exchange and Foreign Trade Act (FEFTA). While the FEFTA upholds the fundamental principle of free-market investment, it imposes a prior notification requirement on foreign investors undertaking certain investments or related actions, such as acquiring 1% or more of the shares in a listed company, or any shares in an unlisted company, where the target operates within sectors designated for heightened scrutiny.

These sectors, designated from the standpoint of national security and public policy objectives, include industries such as weapons, aircraft, nuclear facilities, space, semiconductor manufacturing equipment and storage batteries, among others.

Typically, a 30-day waiting period is mandated following the submission of a prior notification. During this interval, the government reviews the proposed investment and may, at its discretion, expedite the process and grant clearance where no further examination is deemed necessary. Should the authorities identify concerns relating to national security, they are empowered to order changes to, or even the cancellation of, the proposed investment.

Exemptions from the prior notification requirement may be available to foreign investors who satisfy specific criteria, such as refraining from being involved in the management of the target company and from accessing secret non-public technological information. However, such exemptions are not applicable to ¡°core designated business sectors¡±, a subset of designated business sectors subject to especially rigorous review, unless additional conditions are fulfilled.

Forthcoming amendments to the FEFTA exemption framework will introduce a new category of foreign investors, specifically those obligated to co-operate with foreign governments and required to disclose certain information. These investors will be precluded from utilising the prior notification exemption for investments in designated business sectors.

MORI HAMADA & MATSUMOTO
17th Floor, Grand Front Osaka Tower A,
4-20 Ofukacho, Kita-ku, Osaka 530-0011,
Japan
Tel: +81 6 6377 9400
Email: info@morihamada.com

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Fiduciary duties to shareholders in South Korea: Reform proposals

Proposed amendment: Key features and legal significance. Director¡¯s fiduciary duties under the Commercial Act have traditionally been understood as obligations owed exclusively to the company in South Korea. As a result, there has been ongoing criticism that directors lack sufficient incentive to safeguard the interests of all shareholders, particularly during corporate restructuring processes such as mergers and spin-offs, where the interest of controlling and minority shareholders often come into conflict. This concern has been reflected in several legislative proposals.

One of the key campaign pledges of Lee Jae Myung, the newly elected President of South Korea, was to protect the rights and interests of minority shareholders through improved corporate governance, which is one of the reasons for the Korea discount, including the introduction of fiduciary duties to shareholders under the Commercial Act.

The most prominent amendment currently under discussion is the proposal submitted to the National Assembly in June 2025, shortly after President Lee¡¯s election. This proposed amendment seeks to expand the scope of directors¡¯ fiduciary duties from ¡°the company¡± to include both ¡°the company and its shareholders¡±. The amendment requires directors to consider the protection of shareholders¡¯ interests and their fair treatment when making business decisions. It is scheduled to take effect immediately on promulgation.

This change represents a substantial legal development that may fundamentally reshape corporate governance and board accountability in Korea.

Until now, fiduciary duties under Korean law have been narrowly construed as duties to the company alone. It is difficult to find clear cases in which a director was held liable, either civilly or criminally, for breaching such duties solely on the grounds of having harmed shareholders¡¯ interests (rather than the company¡¯s).

This absence of enforceable precedent has limited the practical utility of fiduciary principles in protecting minority shareholders under current law. In practice, key managerial decisions frequently lead to divergent impacts among shareholders. Under the current legal framework, it has been difficult to hold directors liable for such outcomes unless their decision demonstrably harmed the company itself.

To address this gap, the amendment introduces a new standard: whether the directors have fairly considered the interests of all shareholders and ensured procedural fairness and transparency in the decision-making process. Notably, even in cases of conflicting shareholder interests, the emphasis will be on whether directors made a rational and fair decision through legitimate procedures, thus reducing legal uncertainty and improving predictability.

Still, there are concerns about this legislative shift. Extending fiduciary duties to individual shareholders or specific groups could lead to more frequent ex post challenges to directors¡¯ decisions, potentially constraining the discretion of corporate management. In cases where shareholders¡¯ interests diverge, it remains unclear whose interests should take precedence. Despite these concerns, there is a growing consensus on the need for a more robust institutional framework to safeguard shareholder rights. The proposed amendment represents a key milestone in these discussions.

Governance implications: Practical challenges and board-level responses. Should the amendment be enacted, companies are likely to face a range of practical and institutional challenges with regard to board meetings. Foremost among them is the interpretation and application of the term ¡°shareholders¡¯ interests¡±, which is neither uniform nor absolute. In the real world, perceptions of shareholder interest vary depending on investment purpose, holding period and the investor¡¯s relationship to the company.

For instance, long-term institutional investors and short-term retail investors may hold opposing views on the same corporate action. It is foreseeable that directors will increasingly need to navigate such diverse expectations, making the establishment of procedural legitimacy essential to support their decisions.

Accordingly, the amendment will necessitate a comprehensive review of board governance practices, with a particular focus on reinforcing procedural integrity. Specifically, companies may need to introduce or strengthen prior review procedures through independent committees for decisions involving highly sensitive matters.

Actively seeking external legal or financial advisory opinions may also become necessary. Transparent documentation of the board¡¯s deliberations and decision-making rationale will also serve as an important safeguard in the event of future disputes.

In cases involving significant impact on shareholder value ¨C such as capital raising, organisational restructuring, or changes in control ¨C it is essential to demonstrate, through documentation, that the board evaluated multiple alternatives and duly considered the diverse positions of shareholders. Such measures go beyond legal compliance and contribute to enhancing the company¡¯s transparency and credibility in the eyes of external stakeholders.

In addition, companies should revisit the coverage of their directors and officers¡¯ (D&O) liability insurance and consider amending indemnification provisions in the articles of incorporation to reflect the evolving legal standards of fiduciary duty. Strengthening internal controls and ethical governance frameworks may also help reinforce the integrity and credibility of board decisions.

Impacts on shareholder protection and investment environment. Many concerns have been raised that the amendment may increase the legal complexity of domestic M&A transactions, potentially hindering timely and effective corporate decision making. However, from the perspective of foreign investors, the introduction of a statutory framework that explicitly safeguards the interests of minority shareholders may strengthen the credibility of minority investment structures.

In particular, in transactions where investors do not acquire control rights, the presence of legal guarantees for fair treatment can function as a meaningful institutional safeguard. Accordingly, while the amendment may impose additional compliance burdens in certain domestic transactions, it could also improve Korea¡¯s attractiveness as an investment destination, especially minority foreign investments without control rights.

The explicit codification of directors¡¯ fiduciary duties to shareholders also carries significant implications for investor protection. To date, shareholder rights have relied primarily on non-binding mechanisms such as stewardship codes and corporate governance best practice guidelines. If enacted, the amendment would provide shareholders with a firmer legal foundation, enhancing their ability to assert their interests in practice.

In particular, the amendment may legitimise broader and more active shareholder engagement in the composition of the board and in decisions that materially affect corporate direction. This could strengthen the efficacy of existing mechanisms such as shareholder proposals, cumulative voting, and the rights to appoint and dismiss directors.

These mechanisms, previously viewed mainly as instruments of management oversight, may gradually evolve into a structured platform for co-operation between shareholders and the board, oriented toward sustainable long-term value creation.

As environmental, social and governance (ESG) factors become increasingly central to investment attractiveness, the proposed amendment may also serve as a timely opportunity to advance governance quality standards. Enhanced protections for minority shareholders and heightened board accountability align with international expectations and reflect the growing emphasis that global investors place on transparent and equitable governance structures.

In this context, companies should develop and disclose well-defined governance improvement plans, incorporating them into ESG reports and investor relations (IR) material to bolster confidence among both domestic and international investors.

Such plans should be complemented by procedural enhancements, including more transparent shareholder meetings, clear and accessible explanations of major corporate decisions, and timely, accurate and comprehensive public disclosures.

Conclusion: Rebalancing fiduciary duties and accountability. The proposed amendment represents a potential inflection point in Korean corporate governance by explicitly expanding directors¡¯ fiduciary duties to include shareholders. This change could fundamentally reshape board operations and redefine the standards of managerial accountability.

In particular, mergers, transfers of control, spin-offs and comprehensive share exchanges often involve conflicts of interest between controlling and minority shareholders, highlighting the need for effective protective measures for minority shareholders. The amendment could serve as a legal mechanism to encourage management to make decisions that take into account the interests of all shareholders.

Under the proposed framework, directors will be expected to consider not only the interests of the company as a legal entity, but also the legitimate and often diverse expectations of its shareholders. At the same time, investors must move beyond a short-term orientation and contribute to a culture of responsible engagement that supports sustainable, long-term value creation.

Admittedly, the ambiguity surrounding the definition of ¡°shareholders¡¯ interests¡± and the potential for conflicting interests among shareholders present genuine challenges. Yet, these are not inherent flaws in the amendment, but rather natural complexities that arise when legal institutions are adapted to reflect the dynamics of modern corporate life.

Ultimately, the goal of the amendment is to establish a transparent and equitable governance structure that promotes the long-term interests of both companies and shareholders. Achieving this balance will require constructive dialogue between management and investors, a shared understanding of procedural fairness, and continued institutional refinement.

If this framework of balanced accountability proves effective in practice, the amendment has the potential to serve not only as a legal reform, but as a meaningful step towards reinforcing trust in South Korea¡¯s capital markets.

JIPYONG
26F, Grand Central A, 14 Sejong-daero,
Jung-gu, Seoul 04527, Korea
Tel: +82 2 6200 1600
Email: master@jipyong.com

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Taiwan M&A trends: Expansion, transformation and consolidation

Taiwan¡¯s mergers and acquisitions (M&A) market in 2024 and early 2025 experienced a notable dynamic shift, mainly driven by industrial transformation and global investment strategies.

In addition, total transaction value grew significantly, propelled principally by active consolidation within the domestic financial sector and increased outbound investment by Taiwanese companies targeting new markets, technologies and customer bases.

Conversely, inbound M&A activities recorded a decline in both deal value and volume compared to the previous year, reflecting a more cautious approach adopted by international investors amid geopolitical uncertainty.

Key market trends

(1) Industrial transformation, strategic global investment. Driven by increasingly stringent ESG regulations and growing sustainability expectations from global investors and supply chain partners, Taiwanese industrial conglomerates are accelerating their industrial transformation from traditional manufacturing towards low-carbon technologies and renewable energy solutions. This shift has become one of the major drivers of outbound M&A activities in recent years.

Taiwan Cement Corporation (TCC) is a leading example of such transformation. In 2024, TCC advanced its decarbonisation strategy through two landmark acquisitions of Portugal¡¯s Cimpor and Turkey¡¯s OYAK Cement. These significantly expanded its footprint in Europe and the Middle East, regions pivotal to sustainable infrastructure development and carbon-neutral construction initiatives.

Concurrently, TCC is strategically positioning its energy division as a fourth core revenue pillar, actively entering Europe¡¯s growing energy storage and electric vehicle charging markets by leveraging subsidiaries such as TCC Energy Storage, Atlante and NHOA.

Similarly, Formosa Plastics Group (FPG) has substantially advanced its footprint in the renewable energy sector. Since 2022, FPG has invested heavily in the development, production and sale of lithium iron phosphate (LFP) battery materials, which are recognised for their safety, durability and environmental benefits.

In 2024, FPG committed more than TWD16 billion (USD535 million) to build Taiwan¡¯s largest LFP battery plant in Changhua, while simultaneously developing next-generation solid-state batteries and planning for global expansion in the energy storage sector.

These corporate strategies reposition Taiwan¡¯s industrial leaders as formidable players within the global green economy, thereby fuelling a sustained surge in Taiwan¡¯s outbound M&A activity.

(2) Production base relocation, supply chain realignment. The introduction of a comprehensive tariff policy by the US in April 2025 has materially influenced the corporate strategy of Taiwanese companies. To mitigate tariff exposure and supply chain risk, companies have accelerated geographic diversification of their production bases, expanding manufacturing capacities in the US, Europe and Southeast Asia.

One of the most prominent examples of strategic realignment is Taiwan Semiconductor Manufacturing Company (TSMC). In March 2025, TSMC announced an additional USD100 billion investment in the US, bringing its total US commitment to USD165 billion. This expansion includes three advanced fabrication facilities, two packaging facilities and an R&D centre in Phoenix, Austin and San Jose targeting semiconductor manufacturing for the AI era.

Also in March 2025, state-owned energy giant CPC Corporation (CPC) executed a letter of intent with Alaska Gasline Development Corporation to procure liquefied natural gas from the US-based Alaska LNG project with a total investment amount exceeding USD40 billion, and also to explore equity participation opportunities.

These large-scale production base shifts in the semiconductor sector, along with other significant investments in the US by Taiwan¡¯s leading industrial players, are not isolated developments.

Instead, they are catalysing a broader restructuring of upstream and downstream supply chains, as well as the relocation of key service providers ¨C including financial institutions and logistics partners.

This systemic realignment is expected to fuel a new wave of outbound M&A activity, as Taiwanese companies pursue strategic footholds across North America and Europe to stay aligned with global market trends.

(3) Financial sector consolidation. Financial sector consolidation emerged as another critical driver of Taiwan¡¯s M&A landscape in 2024.

Most notable transactions include the proposed stock-for-stock merger between Taishin Financial Holding and Shin Kong Financial Holding. Taiwan¡¯s Financial Supervisory Commission (FSC) has approved the proposed merger, which is expected to close by late July 2025.

Both parties have emphasised the strong synergy and complementary strengths across their banking, securities and insurance businesses. The integration of their respective subsidiaries under the financial holding company is expected to be completed in phases over the next two years. On completion, the merger would form Taiwan¡¯s fourth-largest financial holding company.

Another notable transaction in 2024 was E.SUN Financial Holding¡¯s acquisition of 91.2% of shares in PGIM Taiwan, marking its return to the investment trust sector after a 16-year hiatus since divesting similar assets in 2008. The total amount of the acquisition is about TWD2.76 billion.

The transaction also marks Prudential Financial¡¯s complete exit from the Taiwanese market, following the earlier sale of its insurance unit to Taishin Financial in 2020. The transaction remains subject to FSC approval.

Furthermore, SinoPac Financial Holdings announced its plan to acquire 100% ownership of King¡¯s Town Bank in a transaction valued at about TWD60 billion. This acquisition is anticipated to strengthen SinoPac¡¯s southern Taiwan footprint, diversify its customer base, and generate operational synergies, particularly in SME financing and digital banking services. Pending regulatory approval from the FSC, the deal is expected to close as early as the fourth quarter of 2026.

In reviewing recent consolidation trends within the financial sector, it is evident that the scaling-up of financial institutions has significantly bolstered their international competitiveness, enabling more proactive expansion into global markets.

In concert with trends of manufacturing base shifts, industrial transformation and potential supply chain realignment, these financial institutions ¨C serving as essential service providers to the business ecosystem ¨C constitute pivotal drivers of the sustained growth of Taiwan¡¯s outbound M&A activities.

Looking ahead

Taiwan¡¯s 2024 and early 2025 M&A market reflects a confluence of transformative industrial innovation, strategic geographic diversification and robust financial sector consolidation.

As domestic companies continue to adapt to global economic shifts and regulatory demands, their increasing scale and international reach will further fortify Taiwan¡¯s capacity to engage in cross-border M&A at scale.

Looking forward, this integrated ecosystem will continue to support Taiwan¡¯s competitive positioning in the global market. Such developments are expected to sustain momentum in outbound M&A transactions in the years to come.

In response to increasing concerns over the outflows of core technologies,
the government is also undertaking reform of the outbound investment regulatory regime.

Under current law, outbound investment exceeding TWD1.5 billion requires prior approval from the Department of Investment Review, within the Ministry of Economic Affairs (MOEA). Historically, Taiwan has maintained a relatively relaxed investment review framework to outbound investment, with more stringent scrutiny for transactions involving mainland China, Hong Kong and Macau.

However, in October 2024, the MOEA published a draft amendment to the Statute for Industrial Innovation, which sets out a more proactive review for outbound investment.

The amendment proposes a three-pronged control standard ¨C namely, investment destination, industry or technology involved and transaction size ¨C any one of which may trigger a pre-investment approval requirement.

Specifically, the regime will encompass investment into jurisdictions desginated as sensitive or high risk (such as jurisdictions subject to strategic export controls), as well as transactions involving critical technologies, including those identified by the National Science and Technology Council.

In addition to the fines, the reform also introduces substantive administrative tools previously unavailable under the existing regime such as partial denials, transaction-specific conditions, and pre-implementation divestiture or suspension orders.

Importantly, the proposed amendment broadens the regulatory scope by allowing regulators to intervene in high-risk outbound transactions below the TWD1.5 billion threshold.

These measures are intended to safeguard national security, prevent unauthorised dissemination of critical technologies and maintain Taiwan¡¯s industrial competitiveness within strategically significant sectors.

The effective date of the amendments remains undetermined and will be announced in due course by the Executive Yuan.

DENTONS
3F, No. 77, Section 2,
Dunhua South Road, Taipei, Taiwan
Tel: +886 2 2702 0208
Email: james.hsiao@dentons.com.tw

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Thailand¡¯s evolving M&A landscape

Thailand¡¯s M&A landscape continues to evolve in response to global and domestic pressures. Economic recovery post-pandemic, geopolitical realignments, regulatory reforms and environmental concerns have all played a role in shaping recent M&A activity in the country. While deal volume has moderated in the past year due to macroeconomic headwinds and tightened capital markets, investor interest remains strong across several key sectors. The Thai government¡¯s policy direction ¨C emphasising green growth, digital transformation and foreign investment liberalisation ¨C is also expected to spur transaction activity in the medium term.

M&A activity in Thailand remains strongest in sectors aligned with national development priorities and global investor interest. Energy, healthcare, logistics and consumer goods continue to attract both domestic and foreign buyers. There is increased investor appetite in renewable energy and digital infrastructure, driven by Thailand¡¯s strategic emphasis on green growth and digital transformation.

The Electricity Regulatory Commission initiated the Third Party Access (TPA) framework in 2022, a key step towards liberalising Thailand¡¯s electricity market. The pilot TPA project, announced in June 2024, allows large private generators to distribute electricity directly through existing grids. This represents a paradigm shift in the country¡¯s power market and opens new opportunities for M&A in the energy sector.

Foreign direct investment is also flowing into industrial estates and electric vehicle (EV)-related manufacturing. Thailand¡¯s ambition to become a regional EV hub is fuelling acquisitions across the automotive supply chain, including battery producers and charging network operators. In the tech sector, digital platforms and fintech firms are key acquisition targets, especially those with strong environmental, social and governance (ESG) narratives or regulatory tech capabilities.

Thailand¡¯s digital economy continues to mature, with a stronger regulatory environment emerging around data protection, fintech and cross-border e-commerce. Ongoing enforcement of the Personal Data Protection Act is prompting stronger internal compliance systems within M&A targets and acquirers.

Trends and execution

Recent dealmaking reflects a shift towards more sophisticated structures and investor risk mitigation. Strategic buyers continue to dominate, but private equity activity has picked up amid asset repricing and a more accommodative regulatory stance.

Cross-border transactions are increasingly common, facilitated by clearer regulatory timelines and improved transparency. Deal execution has evolved to incorporate virtual due diligence, warranty and indemnity insurance and hybrid consideration structures. Special purpose vehicles are commonly used to manage investment structures and align shareholder rights and obligations.

The implementation of the Organisation for Economic Co-operation and Development (OECD)-led global minimum tax regime ¨C effective in Thailand from 1 January 2025 ¨C has also added a layer of complexity to deal structuring, particularly for multinationals with extensive global footprints. Transaction advisers now routinely assess tax exposure under Pillar Two rules and seek to mitigate any jurisdictional gaps.

Regulatory framework

Thailand¡¯s regulatory landscape for M&A remains primarily governed by the Civil and Commercial Code, the Public Limited Companies Act and the Securities and Exchange Act. In regulated sectors ¨C such as finance, telecoms and energy ¨C approvals from sector-specific regulators are required.

A major recent development is the cabinet¡¯s approval in April 2025 of proposed amendments to the Foreign Business Act (FBA), signalling a move towards liberalisation. While the Ministry of Commerce is still finalising the implementing regulations, key objectives include:

(1) Relaxing foreign equity limits in non-strategic sectors;

(2) Streamlining the foreign business licence (FBL) process; and

(3) Reassessing restricted businesses under list three, categorised as those in which Thai nationals are not yet ready to compete with foreigners.

These changes aim to attract higher-quality foreign investment and support Thailand¡¯s broader economic strategy. Prospective acquirers should monitor forthcoming ministerial regulations closely to assess permissible business scopes under the amended FBA.

Merger control developments

Thailand¡¯s Trade Competition Commission maintains a dual merger control regime under the Trade Competition Act, with both pre-merger approvals and post-merger notifications. Merger control thresholds under Thai competition law are based on the asset value or revenue of the combined entity or the target.

Reforms

ESG is now central to both public policy and corporate transactions in Thailand. In 2025, two milestone bills ¨C the Clean Air Management Bill and the Climate Change Bill ¨C are under advanced legislative review.

Clean Air Management Bill. This legislation seeks to impose emissions caps and introduce a ¡°polluter pays¡± framework. It includes mechanisms for pollution charges, emission permits and the establishment of clean air officers. Now in its second reading, the bill aims to pass later this year.

Climate Change Bill. Designed to institutionalise Thailand¡¯s path to net zero by 2065, the bill introduces a national emissions trading system, mandatory reporting for large emitters and alignment with international disclosure standards.

These reforms will affect M&A due diligence, particularly for acquirers of high-emission or energy-intensive targets. Compliance risks, carbon liability and ESG track records are now priced into deals, and investors increasingly demand robust ESG disclosures during negotiations.

Thailand¡¯s shift to renewables and electrification ¨C especially in the power and transport sectors ¨C is opening deal opportunities for green tech providers and infrastructure funds. ESG-focused investors are actively targeting solar, wind and EV charging ventures, encouraged by policy incentives and the government¡¯s updated power development plan.

Government initiatives

Thailand¡¯s government continues to drive investment through proactive policy shifts. In addition to FBA reforms, the Board of Investment (BOI) offers enhanced incentives for projects in targeted sectors such as digital, medical, EVs and renewable energy.

The government¡¯s new Investment Promotion Strategy (2023 to 2027) promotes high-value industries and regional economic corridors (such as the Eastern Economic Corridor). Foreign investors benefit from tax holidays, land ownership rights in industrial zones and streamlined immigration support for foreign specialists.

Thailand¡¯s accession process to the OECD ¨C formally launched in mid-2024 ¨C is influencing regulatory convergence in areas such as anti-corruption, competition law, ESG and digital economy regulation. As Thailand aligns with OECD frameworks, foreign investors can expect greater predictability and transparency.

The introduction of the global minimum tax further reflects this alignment. Investors targeting Thai operations as part of global group strategies must now model the effects of top-up taxes and substance-based carve-outs.

Thailand¡¯s M&A environment is marked by growing regulatory sophistication, strong sectoral opportunities, global tax alignment and an active policy shift towards sustainability and openness. Legal advisers play a critical role in navigating the evolving landscape, particularly around foreign ownership structuring, merger control, ESG compliance and regulatory approvals. As the government continues to implement reforms aligned with global frameworks such as the OECD Guidelines for Multinational Enterprises, dealmakers must stay agile and well-informed to capture emerging opportunities and mitigate transactional risks.

KUDUN & PARTNERS
34/3 Vivre Langsuan, 4th, 5th, and 6th Floor,
Soi Langsuan, Lumphini, Pathum Wan,
Bangkok 10330, Thailand
Tel: +66 2838 1750
Email: contact@kap.co.th