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Dealmaking in mergers and acquisitions across Asia is being driven by policy changes, industrial transformation and cross-border investment

INDIA

INDONESIA

JAPAN

PHILIPPINES

TAIWAN

Overview of M&A laws in India

In the past few years, India has quietly rewritten much of the rulebook for mergers and acquisitions. Legislative reforms, together with liberal and calibrated foreign investment policy, have made dealmaking more efficient and predictable. As a result, total deal value reached about USD124 billion in 2025, an increase of about 18% over the previous year. Cross-border inbound investment rose by more than 150% to more than USD33 billion, and a growing number of India-founded groups have begun moving their holding companies back to India in anticipation of domestic listings.

This article examines significant recent developments in the principal areas of Indian M&A law and practice.

Fast-track mergers reshape deal routes

Indian acquisitions continue to be implemented through a familiar set of routes. Buyers acquire shares by purchase or fresh subscription, they take over a business by way of slump sale or through the Insolvency and Bankruptcy Code (IBC), 2016, or they carry out mergers, amalgamations and demergers as tribunal-supervised schemes of arrangement sanctioned by the National Company Law Tribunal (NCLT) under the Companies Act, 2013.

Among these, the most notable change has been the fast-tracking of the merger route, which replaces the NCLT process with approval by the central government acting through the regional director, reducing procedural complexity.

Originally, the route was confined to mergers between two or more small companies, and between a holding company and its wholly owned subsidiary. It was extended to startup companies and to a foreign holding company merging into its Indian wholly owned subsidiary, facilitating the reverse-flip homecoming of India-founded holding companies ahead of a domestic listing.

The fast-track procedure also applies to mergers between two or more unlisted companies (other than section 8 companies); a holding company and its subsidiary even where the subsidiary is not wholly owned; and two subsidiaries of the same holding company. In the second and third cases, the route is available only where the transferor company is unlisted. For corporate groups undertaking consolidation, these changes reduce both the time and cost of restructuring.

Competition clearance now drives deal planning

Competition clearance is now one of the aspects to plan for on any sizeable deal. A transaction that crosses the asset and turnover thresholds in the Competition Act, 2002 needs the prior approval of the Competition Commission of India (CCI). The Amendment Act of 2023, together with the relevant regulations of 2024, have reshaped the merger control regime in several important respects.

A significant change is the introduction of a deal value threshold. Any transaction valued at more than INR20 billion (USD207.4 million) must now be notified where the target has substantial business operations in India, assessed by reference to factors such as its Indian user base, turnover or assets.

This brings large digital and new-economy transactions within the notification regime, including those that would previously have fallen outside the CCI¡¯s jurisdiction because the target had relatively limited assets or turnover in India. Importantly, the threshold applies even where the target would otherwise have qualified for the small-target exemption. The existing asset and turnover thresholds were also increased.

Two other changes matter, in practice. Control is now tested by reference to material influence by the acquirer, a low bar that pulls minority stakes and board or governance rights into the filing analysis. The review period has been cut to 150 days, but timing discipline has tightened. Closing any part of a notifiable deal before clearance invites gun-jumping penalties.

FDI and portfolio access widened

Foreign Exchange Management (Non-Debt Instruments Rules) still decides whether an inbound acquisition proceeds under the automatic route or needs prior government approval. Three developments stand out.

First, insurance has been opened to 100% foreign investment. This is a catalyst for consolidation in a capital-hungry, heavily regulated sector.

Second, the restrictive land border regime has been eased; holding up to 10% non-controlling beneficial ownership in an Indian company through the automatic route is now allowed, with anything above that threshold, or any investment carrying control, still requiring prior government approval. A 60-day fast-track has been introduced for specified manufacturing sectors.

Third, access by non-resident individuals to listed markets has been expanded; it now extends to the Portfolio Investment Scheme, previously available only to non-resident Indians and overseas citizens of India, to all individuals resident outside India.

Such investors may now trade shares of listed Indian companies on stock exchanges without foreign portfolio investor registration, subject to an individual limit of under 10% of paid-up capital and an aggregate limit of 24%. On the outbound side, the Overseas Investment Rules, 2022, permit Indian acquirers greater latitude to invest abroad under the automatic route, including in overseas financial services businesses, subject to prescribed eligibility conditions.

RBI opens bank-funded acquisitions route

One of the biggest shifts of the past year is the Reserve Bank of 91ÊÓƵ (RBI) decision to allow Indian banks to finance acquisitions. Under its revised capital market exposure framework, which takes effect on 1 July 2026, a bank may, for the first time, fund the acquisition of control over a non-financial target by an eligible corporate borrower, whether listed or unlisted. The bank can cover up to 75% of the acquisition value, and the acquirer must put up the rest from its own funds. That said, conditions apply. The borrower must be an Indian non-financial company (or a non-financial subsidiary or step-down SPV set up for the deal) with net worth exceeding INR5 billion and profit after tax in each of the past three years; an unlisted acquirer also needs an investment-grade credit rating before disbursement.

The financing must be for acquiring control, capped at 75% of the independently assessed acquisition value, and the acquirer¡¯s consolidated debt-to-equity ratio cannot exceed 3:1 on a continuing basis. The RBI has deliberately confined this to non-financial acquirers, excluding non-banking financial companies (NBFCs), alternative investment funds and other financial players, to support genuine strategic acquisitions rather than add leverage to the financial system.

Even with those guardrails, this lets domestic banks compete with foreign lenders, NBFCs and private credit in a space where they were shut out.

IBC reforms speed distressed dealmaking

The IBC remains a central route for acquiring distressed businesses. A resolution plan, which may itself include a merger or demerger, allows an acquirer to take over a company free of its past liabilities once it is approved by the NCLT.

The framework was substantially reformed in 2026. The IBC (Amendment) Act, 2026, introduces a creditor-initiated insolvency resolution process under which specified financial creditors can commence resolution out of court, while existing management remains in place under the oversight of a resolution professional. It tightens the timelines for admission of applications and approval of resolution plans, and provides enabling frameworks for group and cross-border insolvency.

For acquirers of stressed assets, the promise is a faster, more predictable resolution. The practical test, as with any IBC reform, will be how the timelines hold up once the provisions are notified and litigated.

Bill streamlines NCLT merger approvals

The reform agenda is not finished. The Corporate Laws (Amendment) Bill, 2026, introduced in the Lok Sabha in March 2026 and referred to a Joint Parliamentary Committee, proposes the most significant overhaul of the corporate statute in more than a decade.

Its centrepiece for M&A is a single-bench framework under which the NCLT for the transferee company would have jurisdiction over all companies in a scheme, regardless of where the others are situated, removing a source of delay in multi-company mergers. The bill also proposes to relax the fast-track approval thresholds, reducing member approval from the present 90% to a majority of members present and voting who hold at least 75% in value, and creditor approval from 90% to 75% in value.

Plan early for India M&As

What stands out about Indian M&A in 2026 is not any one reform but the weight of many taken together. Merger control goes further than before, foreign investment policy is more open, banks can finance acquisitions for the first time, and insolvency is being made quicker and more flexible. At the same time, deals in regulated sectors such as banking, insurance, telecoms, defence and financial market infrastructure will still need sectoral approvals on top of the company law, competition, securities and exchange-control clearances.

So, the real task for an acquirer is no longer just to know the rules, but to line up the overlapping approvals of the CCI, RBI, SEBI and the sectoral regulators, and to plan for them early. On the strength of its deal activity and reform trajectory, India remains a market full of opportunity for well-advised acquirers.

AZB & Partners
AZB House, Plot No A-7 and A-8
Sector 4, Noida 201301
National Capital Region, India
Tel: +91 12 0417 9999

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Indonesia M&A: Power, mining and healthcare

Indonesia¡¯s appetite for foreign and domestic capital shows no sign of slowing. As the authors explored at length in a 2025 article, M&A in Indonesia: Risks, Rewards and Roadmaps, M&A remains the preferred route for investors looking to establish a lasting commercial presence in one of Southeast Asia¡¯s most dynamic economies.

Three sectors continue to anchor that momentum: power, mining, and healthcare. Indonesia¡¯s power sector is an increasingly compelling proposition, thanks to the country¡¯s vast and largely untapped renewable energy resources. Mining, meanwhile, remains the backbone of the Indonesian economy: its abundant natural resources, paired with an aggressive downstream industrialisation push, continue to offer investors a long runway for value creation. The healthcare sector has likewise seen a meteoric growth, underpinned by Indonesia¡¯s large population and implementation of the national universal healthcare programme.

Such sectors, however, operate under tightly choreographed regulatory regimes that can determine whether a transaction gets off the ground at all. This briefing maps out the key rules of the road for M&A in each, and the practical roadmap investors should follow before signing.

Renewable IPP acquisitions under PLN rules

Indonesia¡¯s state electricity company Perusahaan Listrik Negara (PLN) is at the centre of the country¡¯s power sector, mandated to generate, transmit and distribute electricity nationwide. Most independent power producers (IPPs) enter the market by contracting directly with PLN under a power purchase agreement (PPA), and a growing share of these IPPs are renewable energy projects, reflecting PLN¡¯s drive towards the government¡¯s energy transition targets. This has made IPP acquisitions an increasingly attractive route into Indonesia¡¯s expanding renewable energy market.

However, Indonesia¡¯s power sector remains tightly controlled. Under prevailing laws, IPPs are prohibited from transferring shares before reaching their commercial operation date (COD). But there is one exception for transfers to an affiliate that is at least 90% owned by the project sponsor or the transferring shareholder, furnished with PLN¡¯s approval.

The rationale is straightforward. PLN awarded the project to a sponsor it vetted for technical and financial capability, and a pre-COD ownership change risks bringing in a party without that same pedigree.

Post-COD, the rules loosen considerably. Shares can be transferred to unaffiliated buyers, still subject to PLN¡¯s approval, with subsequent notification to the Directorate General of Electricity or the Directorate General of New, Renewable Energy and Energy Conservation, as applicable.

Pre-COD status drives deal rules

Before signing anything, investors eyeing an IPP acquisition should first pin down exactly where the target sits in its lifecycle: pre-COD or post-COD, since that single fact determines which rules apply. From there, expect PLN, as the project¡¯s offtaker, to scrutinise the deal closely.

In practice, PLN typically requires the incoming party to demonstrate, with supporting financial and technical information, that it can step into the seller¡¯s shoes and keep PPA commitments on track.

PLN¡¯s approval, though, is only half the equation. Financing arrangements deserve equally close attention, since a change of control can trip consent requirements buried in loan documents. Indonesian lenders typically underwrite IPPs based on the sponsor¡¯s financial standing and technical expertise, so they too will want assurance that an incoming shareholder can keep the project bankable.

Get this wrong, and the consequences bite. An unauthorised change of control can constitute an event of default under the financing documents, opening the door for lenders to exercise contractual remedies, including step-in rights or enforcement over security.

Mining and energy M&A approvals

Export restrictions on certain raw minerals have not slowed M&A in Indonesia¡¯s mining sector ¨C if anything, the opposite is true. Nickel, bauxite and cobalt assets are in particularly high demand, driven by the global appetite for EV batteries and the government¡¯s own ambitions to build an integrated EV battery ecosystem.

That demand has put a premium on getting regulatory mechanics right. Any transfer of shares in a mining company first requires approval from the Ministry of Energy and Mineral Resources (MEMR). A check designed to ensure a change of control does not come at the expense of the company¡¯s regulatory obligations.

Timing matters here, too. A mining company still in its exploration phase generally cannot transfer shares, which makes identifying a target¡¯s operational stage an early and essential step. It can determine whether a deal is even feasible, let alone advisable.

Clearing the exploration-stage hurdle is only the first step. MEMR approval also calls for a stack of administrative, financial, and technical deliverables, including a draft sale and purchase agreement, evidence of payment of non-tax state revenue and/or royalties, final exploration report, and data on the mining reserves.

Foreign investors face one further layer: Indonesia¡¯s mandatory divestment regime applies once foreign shareholding in a mining company exceeds 50%. Accordingly, foreign shareholders must progressively sell down their stake to domestic parties after production begins, eventually landing at 49% foreign ownership.

Mining divestment caps shape acquisitions

For foreign investors specifically, the divestment regime is the first variable to model in any acquisition involving a majority stake in a mining company already in production. In practice, where a target has been producing for several years before a foreign investor arrives, MEMR tends to cap foreign ownership at 49% from the outset, leaving little room to negotiate a higher stake later.

That said, foreign capital has not been priced out of mining M&A. Investors continue to find their way in through carefully structured transactions and joint ventures that secure meaningful commercial upside while staying within Indonesia¡¯s foreign ownership framework.

Mining remains a closely watched sector, which makes early diligence non-negotiable. Investors should first establish whether the target has kept its environmental obligations current, maintains robust health and safety practices, has a workable relationship with surrounding communities, and is up to date on its statutory payments to the government.

Ownership and licensing in pharma M&A

As Indonesia holds Southeast Asia¡¯s largest pharmaceutical market, M&A consistently embodies a popular pathway for investors seeking to establish a firm commercial standing in this sector. Under the Positive Investment List, both pharmaceuticals and the distribution of medical devices are open to 100% foreign ownership.

Market access, however, is only half of the story. Pharmaceutical and medical products remain subject to extensive licensing and registration requirements, including distribution permits and approvals from the Indonesian Food and Drug Authority. Additionally, Indonesia¡¯s increasing emphasis on domestic component level (Tingkat Komponen Dalam Negeri or TKDN) requirements limits reliance on imported inputs and production models.

For pharmaceutical products, TKDN calculations generally attribute, among others, a 50% weighting to the use of domestically sourced raw materials and a 30% weighting to research and development activities conducted domestically. By contrast, TKDN calculations for medical devices generally allocate an 80% weighting to manufacturing activities and a 20% weighting to product development activities conducted domestically.

Regulatory endurance for investors

For investors, the starting point is not market access, but regulatory endurance. Investors should first determine whether they possess the operational capability to sustain their operations and comply with the evolving regulatory requirements imposed by the Ministry of Health and the Indonesian Food and Drug Authority.

Compliance with the TKDN regime warrants equally close vigilance. The government¡¯s localisation agenda increasingly favours domestic manufacturing, local sourcing and technology transfer.

Investors must therefore carefully structure their domestic supply chains and operational footprint to ensure that their manufacturing, research and development, and procurement activities satisfy the applicable TKDN thresholds. Failure to do so may jeopardise the validity of the relevant business licences and expose investors to regulatory sanctions, including the suspension of business activities, and even the revocation of relevant licences.

Regulatory complexity preserves M&A upside

Power, mining, and healthcare are not easy sectors to enter. They sit under the close watch of multiple regulators and demand a level of diligence that goes well beyond a standard share purchase. But that complexity is precisely what keeps the opportunity intact. It has kept casual entrants out and maintains attractive returns for investors willing to do the groundwork.

Indonesia¡¯s ambitions to become a global hub for EV and battery manufacturing and the rapid expansion of its life sciences sector all point to continued, likely accelerating M&A activity. For investors prepared to navigate the regulatory terrain, it is a rare opportunity: a seat at the table in one of the world¡¯s most resource-rich and fastest-growing economies.

DEHENG ARKO
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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Overview of recent trends in Japan¡¯s M&A market

Japan¡¯s M&A market expanded significantly in 2025, with both transaction volume and aggregate deal value reaching record highs. According to Japanese information site Recofdata, the total number of M&A transactions involving Japanese companies increased by 8.8% year on year to 5,115 deals, while aggregate deal value rose by 74.7% from about JPY20.5 trillion (USD125.28 billion) in 2024 to JPY35.7 trillion, surpassing the previous peak recorded in 2018. The increase in deal value was driven primarily by several large cross-border transactions.

Domestic transactions remained the largest component of the market by volume, exceeding 4,000 deals, as Japanese companies continued to streamline business portfolios, divest non-core assets, and improve capital efficiency. Cross-border M&A also remained active.

Although the number of outbound transactions declined slightly, their aggregate value increased by 87.2% to about JPY18.2 trillion. Inbound M&A likewise reached record levels in both transaction volume and value, demonstrating continued foreign investor interest in Japanese companies.

North American deals reshape Japan M&A

North America accounted for about two-thirds of outbound deal value. Japanese companies continued to pursue overseas growth, particularly in the technology, digital infrastructure, insurance, and financial services sectors, with several of the year¡¯s largest transactions involving US targets.

The market also continued to reflect the growing influence of the Ministry of Economy, Trade and Industry (METI) Guidelines for Corporate Takeovers, issued in 2023. Unsolicited tender offers increased from four in 2024 to seven in 2025.

Most notably, Taiwan-based YAGEO successfully completed its tender offer for Shibaura Electronics following a competitive bidding process, illustrating the increasing acceptance of unsolicited bids and the growing emphasis on shareholder value and procedural fairness.

Activist investors remained active throughout the year, particularly among Prime Market-listed companies. At the same time, management buyouts and going-private transactions continued to increase, supported by robust private equity activity. A notable example was EQT¡¯s announcement of a USD2.7 billion tender offer for Fujitec following prolonged governance disputes.

METI takeover guidelines shape M&A

Guidelines for takeovers in 2023. In August 2023, the METI published the above-mentioned 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 practices rather than binding rules, they are rapidly becoming an integral part of the regulatory framework governing public M&A in Japan. Accordingly, market participants are well advised to remain cognisant of the guidelines when engaging in public company acquisitions.

METI clarifies takeover guidelines 2026

Measures for promoting better understanding of the guidelines in 2026. On 4 February 2026, the METI reconvened the Study Group on Fair Acquisition Practices to consider measures for promoting a better understanding of, and potential updates to, the guidelines. On 18 June 2026, the METI published for public comment draft interpretive materials, including draft interpretations, key points and Q&A, with the comment period closing on 17 July 2026.

While maintaining the existing framework of the guidelines, the draft materials are intended to clarify their interpretation and facilitate consistent practical application. Among other things, the draft Q&A emphasises that a takeover proposal should not be assessed solely on the offered price, as there may be exceptional cases where the offer price does not adequately reflect the target company¡¯s post-acquisition corporate value.

It also explains, through illustrative examples, that economic security considerations may be relevant to corporate value where they affect the target company¡¯s future cash flows or discount rate. At the same time, the draft cautions against relying on vague qualitative factors or invoking ¡°corporate value¡± merely to justify management entrenchment.

It will be important to monitor how these materials are finalised following the public consultation, and how they influence market practice, including boards¡¯ and special committees¡¯ evaluation of takeover proposals and their communication with shareholders.

Japan tightens tender offer rules

Amendments to tender offer regulations. On 15 May 2024, the National Diet (legislature) 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.

On 4 July 2025, the Financial Services Agency of Japan (FSA) promulgated the amended Cabinet Order and amended Cabinet Office Ordinances (amended government ordinances) in order to specify how the amendments to the FIEA apply in practice.

The 2024 amendments, together with the amended government ordinances, are expected to have a substantial impact on M&A practices in Japan. The amended rules came into effect on 1 May 2026.

The amendments have lowered the threshold for mandatory tender offers from one-third to 30%. The previous one-third threshold corresponded 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 previous 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 have brought on-market transactions within the scope of the tender offer regulations, enhancing market fairness and transparency.

Japan updates large shareholding reporting

Amendments to large shareholding reporting regulations. 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 may instead use a special reporting system, under which reports are filed only twice monthly.

However, this system is unavailable where the institution is involved in ¡°material proposals¡± concerning the investee¡¯s business activities. To facilitate greater engagement between institutional investors and investee companies, the definition of ¡°material proposals¡± has been clarified through amended government ordinances and the FSA¡¯s Q&A.

Certain proposals, including proposals relating to the appointment or removal of directors and the disposal of the company¡¯s principal business, are generally treated as ¡°material proposals¡±. Where a reporting person intends to make such a proposal, its contents must be disclosed with sufficient specificity in the large shareholding report.

In addition, new disclosure requirements apply in certain circumstances where a reporting person has decided or plans to acquire shares that would result in a holding of 5% or more. These amendments are intended to enhance transparency regarding both significant shareholder proposals and substantial share acquisitions.

The amendments also provide that institutional investors will generally not be treated as ¡°joint holders¡± solely because they agree, on a resolution-by-resolution basis at a particular shareholders¡¯ meeting, how each will exercise its own voting rights or other specified shareholder rights, provided that the purpose of the agreement is not to jointly make a ¡°material proposal¡±.

As a result, their shareholdings need not be aggregated for the purposes of calculating shareholding ratios under the large shareholding reporting regime. These changes are intended to facilitate collaborative engagement among institutional investors while maintaining appropriate transparency.

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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How policy changes are reshaping Philippine M&A

Recent legislative and regulatory initiatives have strengthened the Philippines’ investment framework, supporting increased M&A activity and foreign investor participation. Changes to foreign investment rules, tax incentives and capital requirements are influencing how investors evaluate opportunities, structure transactions and allocate risk. This article outlines the key reforms and their implications for dealmaking in the Philippines.

Philippines liberalises foreign investment rules

Foreign investment liberalisation. Recent reforms to the foreign investment regime have expanded opportunities across sectors in the Philippines. Amendments to the Public Service Act (Republic Act No. 11659) relaxed foreign ownership restrictions by narrowing the scope of activities classified as ¡°public utilities¡±, permitting up to 100% foreign ownership in sectors such as telecommunications, airlines, railways, subways, shipping and tollways.

Reforms to the Foreign Investments Act of 1991 and the Retail Trade Liberalisation Act also expanded foreign investment opportunities by easing market-entry requirements and reducing investment thresholds in selected sectors. Republic Act No. 11647 amended the Foreign Investments Act by reducing the minimum paid-in capital requirement for foreign-owned domestic market enterprises from USD200,000 to USD100,000 and by introducing lower capital thresholds for enterprises that employ advanced technology or maintain a significant Filipino workforce. These reforms expanded foreign investment opportunities in growth-oriented businesses, including technology-driven enterprises and startups that were unable to meet the applicable capitalisation requirements.

In parallel, Republic Act No. 11595 amended the Retail Trade Liberalisation Act by reducing the minimum paid-up capital requirement for foreign-owned retail enterprises from USD2.5 million to PHP25 million (USD405,000), and removing the minimum net worth and global store track record requirements previously applicable to foreign retailers. These reforms lowered barriers to market entry and broadened foreign investment opportunities, particularly in consumer-facing and retail-related businesses.

From a dealmaking perspective, these reforms reflect a broader policy shift towards increasing the Philippine market¡¯s accessibility to foreign capital. By lowering capitalisation thresholds and simplifying entry requirements, the amendments have expanded the range of businesses capable of attracting foreign investment and have increased the viability of transactions involving mid-market and growth-stage companies.

Green energy as a deal magnet. The renewable energy sector has emerged as a key beneficiary of recent investment liberalisation measures. Under the Department of Energy¡¯s Philippine Energy Plan, the government aims to increase the share of renewable energy in the country¡¯s power generation mix to 35% by 2030 and 50% by 2040, while the Green Energy Auction Programme seeks to facilitate the development of 25GW of additional renewable energy capacity by 2035. These policy initiatives underscore the Philippines¡¯ long-term commitment to energy transition and are expected to drive continued investment in the sector.

Investor interest has been further supported by regulatory developments permitting up to 100% foreign ownership of renewable energy projects in solar, wind, hydro and ocean energy resources. In addition, the Energy Virtual One-Stop Shop system has digitised and streamlined the permit process by centralising applications, monitoring, and approvals across relevant government agencies, while Executive Order No. 18 (2023) established green lanes for projects designated as strategically significant investments.

Together, these measures have enhanced regulatory efficiency and the attractiveness of renewable energy assets to strategic investors, infrastructure funds and private capital, driving transaction activity and investment opportunities across the Philippine energy market.

Deal-making checkpoints in Philippine regulation

Competition law as a deal-making checkpoint. The Philippine merger control regime continues to evolve as an important component of the country¡¯s regulatory framework for M&A transactions. Effective March 2026, the size-of-party threshold is PHP9.1 billion, and the size-of-transaction threshold is PHP3.8 billion, with both levels adjusted annually to reflect nominal GDP growth. Transactions that meet the applicable thresholds are subject to mandatory notification and review before completion.

For those under the threshold, the Philippine Competition Commission retains the power to review transactions motu proprio where it has reasonable grounds to suspect anti-competitive effects. These developments reflect the continued maturation of the Philippine merger control regime and reinforce the importance of competition law compliance in both domestic and cross-border transactions.

Tax reforms. The Philippine tax and investment incentives framework has undergone significant reform in recent years, reflecting the government¡¯s efforts to enhance the country¡¯s competitiveness as an investment destination. The Corporate Recovery and Tax Incentives for Enterprises Act (CREATE) reduced the corporate income tax rate from 30% to 25% for domestic and resident foreign corporations, and to 20% for qualifying MSMEs, while rationalising the country¡¯s fiscal incentives regime. The CREATE MORE Act further enhanced the incentives framework by expanding available incentives and streamlining administrative processes for registered business enterprises. Together, these reforms seek to improve the Philippines¡¯ competitiveness as an investment destination by reducing tax costs, increasing incentive certainty, and supporting investment in priority sectors.

Environmental, social and governance (ESG). The Securities and Exchange Commission now requires publicly listed and large non-listed companies to comply with the Philippine Financial Reporting Standards on Sustainability Disclosures, and large plastic-waste generators must meet staggered plastic-footprint reduction targets. On the financial side, the BSP¡¯s Sustainable Finance Taxonomy Guidelines require banks to classify and report on sustainability risks across their lending portfolios. For M&A, buyers are increasingly screening targets for ESG and climate-related risks, and treating strong ESG performance as a positive factor in valuation and deal appetite.

Fintech and digital financial services. The continued growth of digital payments and financial technology services has increased investor interest in Philippine fintech businesses, particularly payment platforms, e-wallet operators, digital banks, virtual asset service providers, online lending platforms, and digital financial infrastructure providers. At the same time, evolving regulatory requirements have heightened the importance of licensing and regulatory compliance in M&A transactions in the sector.

Licensing restrictions and moratoriums have further enhanced the strategic value of regulated entities. While the Bangko Sentral ng Pilipinas, the Philippines¡¯ central bank, has reopened applications for digital bank licences on a limited basis, with the number remaining capped, and a moratorium continues to apply to new virtual asset service provider and online lending platform licence applications. As a result, acquisitions and strategic investments have emerged as a key pathway for market entry, contributing to increased M&A activity involving regulated financial services businesses in the Philippines.

Reforms reshape Philippine M&A strategy

Recent reforms reflect a broader shift towards a more open and investment-friendly regulatory environment, particularly in sectors such as renewable energy, infrastructure, technology, financial services, and retail. This impact on M&A is evident in the energy and natural resources sector, which accounted for 29.7% of the total deal volume, followed by consumer and retail at 14.9% and industrials at 12.2%. At the same time, regulators have increased their focus on competition, sustainability, taxation, governance, and sector-specific compliance requirements.

For investors and acquirers, the implications extend beyond market access. Regulatory diligence, licensing analysis, competition assessment and incentive planning are increasingly important components of M&A transaction strategy, influencing valuation, deal structure, execution risk, and post-acquisition integration. As regulatory reforms continue to develop, these considerations are likely to remain central to M&A activity in the Philippines.

Gorriceta Africa Cauton & Saavedra
19F & 15/F Strata 2000
F. Ortigas Jr. Road, Ortigas Center
1605 Pasig City, Philippines
Tel: +632 8696 0687; +632 8696 0988
Email: counselors@gorricetalaw.com

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Taiwan¡¯s M&A market trends in 2026

Taiwan¡¯s M&A market is entering a new phase. While inbound transactions remain affected by geopolitical uncertainty and cautious foreign investment review, Taiwanese companies have become increasingly active outbound acquirers and strategic investors. The market is now being shaped less by traditional domestic consolidation alone, and more by industrial transformation, global supply chain reconfiguration, and the need to secure technologies, customers and production capacity overseas.

Three key trends are particularly visible. First, Taiwanese corporates are using M&A to accelerate overseas expansion, especially in AI, semiconductors, automotive electronics, and sustainability-related sectors. Second, geopolitical tensions are pushing Taiwanese companies to diversify production footprints and reduce supply chain concentration. Third, public and regulated-sector M&A have become more prominent, but also more dependent on antitrust clearance, sector-specific approvals, and regulatory planning.

Taiwan firms drive outbound M&A

Taiwan¡¯s M&A market has historically been viewed as domestic-driven and relatively inward-looking. In recent years, however, Taiwanese companies have become among the more active outbound acquirers and investors in Asia. This shift reflects a broader change in corporate strategy. For many Taiwanese companies, M&A has become a way to acquire technology, enter new markets, deepen customer relationships and secure positions in global value chains.

This trend is especially apparent in Taiwan¡¯s technology, electronic components, and auto electronics sectors, where outbound M&A is increasingly used to acquire complementary technologies and move further up the global value chain. A notable example is ASMedia Technology¡¯s acquisition of Techpoint, a Japan-listed integrated-circuit design company, which was announced in January 2025 and completed in June 2025. The all-cash transaction, with a fully diluted equity value of about USD390 million, expanded ASMedia¡¯s product portfolio into automotive and security applications, and demonstrated how Taiwanese semiconductor companies are using M&A to enter higher-barrier application markets.

Recent activity also shows that Japan has become an increasingly important destination for Taiwanese outbound M&A. CarUX, a subsidiary of Innolux Corporation, announced in June 2025 that it would acquire Pioneer Corporation from EQT at an equity value of around JPY163.6 billion, accelerating its transition from a display-focused supplier to an integrated smart cockpit solutions provider. Similarly, Yageo Corporation¡¯s successful tender offer for Shibaura Electronics, a Japanese thermistor and temperature sensor manufacturer, further illustrates the strategy of Taiwanese electronic component companies acquiring overseas technology platforms to broaden their offerings in automotive, industrial and high-value applications. The Yageo-Shibaura transaction was also closely watched because it required extended national security review in Japan, underscoring the increasing importance of foreign investment screening in cross-border technology M&A.

AI reshapes Taiwan¡¯s outbound M&A

Taiwan¡¯s M&A market is being reshaped by several global trends. The rapid expansion of AI applications has become one of the most important drivers of Taiwan¡¯s outbound M&A activity as Taiwanese companies are increasingly seeking overseas targets that can provide access to advanced technologies, application-specific capabilities, customer relationships, and regional operating platforms in areas such as AI servers, data centres, automotive electronics and AIoT.

In June 2026, BizLink announced the acquisition of Interplex Datacom, a Singapore-headquartered data communications business, in an all-cash transaction with an enterprise value of USD850 million, plus up to USD50 million in contingent consideration. The transaction is expected to strengthen BizLink¡¯s position in data centre connectivity and infrastructure solutions.

Wistron has also expanded its AI manufacturing footprint in the US by acquiring land and facilities at its Dallas Westport site, together with planned facility improvements to support AI manufacturing needs. Separately, Foxconn and TECO announced a share exchange and strategic alliance targeting AI data centre capabilities, combining Foxconn¡¯s strengths in AI servers, cooling systems and power solutions with TECO¡¯s expertise in electromechanical engineering and energy infrastructure.

Together, these transactions show that Taiwan¡¯s AI-related M&A activity is increasingly extending beyond semiconductor design and manufacturing into the AI infrastructure ecosystem, including data centre connectivity, server manufacturing, power systems and integrated engineering solutions.

Taiwan consolidation hinges on regulators

Strategic consolidation remains an important theme in Taiwan¡¯s M&A market. In the financial sector, Taiwan has seen a renewed wave of consolidation since 2024, including the merger between Taishin Financial and Shin Kong Financial, and E.Sun Financial¡¯s proposed acquisition of Mercuries Life Insurance.

These transactions also highlight the critical role of regulatory support. In regulated-sector M&A, deal certainty depends not only on the commercial agreement, but also on whether the transaction aligns with the expectations of the competent regulators, including the Financial Supervisory Commission, the Taiwan Fair Trade Commission and other sector-specific authorities. Regulatory positioning, stakeholder communication and approval sequencing have therefore become central to transaction execution.

The same dynamic is visible outside the financial sector. In December 2024, the Taiwan Fair Trade Commission blocked Uber Eats¡¯ proposed acquisition of foodpanda Taiwan due to concerns over market concentration in Taiwan¡¯s food-delivery platform market. The parties terminated the transaction in March 2025. However, the commercial logic for platform consolidation has not disappeared: in March 2026, Delivery Hero announced a new agreement to sell foodpanda Taiwan to Grab for USD600 million, subject to regulatory approvals.

Overall, strategic consolidation in Taiwan is becoming more selective and more regulatory decisive. Whether in financial services or digital platforms, successful transactions increasingly require a clear industrial rationale, early regulatory engagement, robust competition analysis and careful allocation of approval risk.

Inbound M&A subdued amid tensions

By contrast, inbound M&A activity has remained relatively subdued. Heightened tensions across the Taiwan Strait continue to affect investor sentiment, including among global private equity funds and multinational corporations. Although Taiwan remains attractive due to its technology base, manufacturing capabilities and strategic position in global supply chains, some foreign investors have adopted a more cautious approach to transaction timing and execution risk.

Foreign investment review has also become more sensitive in certain sectors. The Department of Investment Review under the Ministry of Economic Affairs has adopted a more stringent approach in reviewing investment applications involving investors from China. This has resulted in longer review timelines and increased scrutiny in sensitive high-tech sectors.

Policy reforms reshape Taiwan M&A

Taiwan¡¯s M&A market is also being shaped by regulatory and policy developments. The Business Mergers and Acquisitions Act remains the key statute for M&A transactions, while public M&A transactions are subject to the Securities and Exchange Act, tender offer rules, disclosure requirements and insider-trading restrictions. Depending on the industry, sector-specific approvals may also be required.

One important policy development is Taiwan¡¯s proposed reform of its outbound investment review regime under the Statute for Industrial Innovation. The amendments, promulgated in May 2025, replace the previous threshold-based approach with a targeted review framework based on investment destination, industry or technology involved and transaction size. The revisions also empower the regulator to deny a transaction, impose transaction-specific conditions, or order corrective measures in certain circumstances.

However, the effective date of the revised outbound investment review regime remains subject to the Taiwan cabinet¡¯s designation. Once implemented, the reform is expected to have a significant impact on outbound M&A, particularly for transactions involving critical technologies or investments in jurisdictions considered sensitive or high risk. Taiwanese acquirers will need to consider outbound investment approval issues earlier in the transaction timetable.

Separately, proposed amendments to the Business Mergers and Acquisitions Act remain under the legislative process. The amendments would introduce a tax deferral mechanism for qualified share-swap transactions involving recognised industrial holding companies. If adopted, these measures may facilitate corporate restructuring and encourage business groups to consolidate or reorganise through share-for-share transactions.

Taiwan M&A turns outward, strategic

Taiwan¡¯s outbound M&A market is expected to become more active and dynamic in 2026, supported by a strong momentum in the AI and semiconductor-related sectors. Outbound M&A is expected to remain the most important growth driver. Taiwanese companies are likely to continue using M&A not only to secure technologies and diversify production bases, but also to build overseas platforms, deepen customer relationships, and move into high-value segments of global supply chains.

Inbound M&A may also see selective opportunities, particularly where foreign strategic investors seek access to Taiwan¡¯s technology ecosystem, manufacturing capabilities and supply chain expertise. Although geopolitical uncertainty and closer regulatory scrutiny will continue to affect transaction planning, Taiwan¡¯s strategic importance in global technology and manufacturing should remain a strong source of investor interest.

Overall, Taiwan¡¯s M&A market is moving towards a more strategic, outward-looking, and sophisticated phase. Regulatory approvals will continue to be a key execution issue, particularly for transactions involving sensitive technologies. Consequently, parties will need to assess approval risk, filing strategy, disclosure requirements and potential remedies at an early stage of the transaction.

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