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Article 2
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These Guidelines apply to the following situations:
- As set forth by the Regulations Governing the Acquisition and Disposal of Assets by Public Companies (Acquisition and Disposal Regulations), where:
- a public company acquiring or disposing of real estate, equipment, or right-of-use assets engages an accountant in accordance with Article 9 or 14 of the Acquisition and Disposal Regulations to opine on the results of a professional appraiser’s appraisal and reasons for any discrepancy in and appropriateness of the transaction price or on the reasons for any discrepancy in the results of appraisals of two or more professional appraisers and the appropriateness of the transaction price;
- a public company acquiring real estate or their right-of-use assets from a related party evaluates the reasonableness of the transaction cost and engages an accountant to verify the evaluation results and render a specific opinion;
- a public company acquiring or disposing of securities, intangible assets or their right-of-use assets or memberships, engages an accountant in accordance with Article 10, 11, or 14 of the Acquisition and Disposal Regulations to opine on the reasonableness of the transaction price;
- a public company conducting a merger, spinoff, acquisition, or transfer of shares engages an accountant, attorney-at-law, or securities underwriter in accordance with Article 23 of the Acquisition and Disposal Regulations to opine on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders.
- Where Article 6 of the Regulations Governing the Establishment and Related Matters of Special Committees of Public Companies for Merger/Consolidation and Acquisition applies, a special committee conducting a review shall engage an independent expert to opine on the reasonableness of the share exchange ratio or distribution of cash or other assets to shareholders.
- As set forth by the Regulations Governing Public Tender Offers for Securities of Public Companies (Public Tender Offer Regulations), where:
- an offeror buying back its shares pursuant to Article 28-2 of the Securities and Exchange Act engages an accountant or securities underwriter as required by Article 10 of the Public Tender Offer Regulations to opine on the reasonableness of the buyback price;
- the board of directors or review committee of an acquired company ascertaining the matters listed in Articles 14 and 14-1 of the Public Tender Offer Regulations engages an expert to provide an opinion on the reasonableness of the calculation of the price in cash, share exchange ratio, or appraisal of other assets in connection with the public tender offer.
- Pursuant to Article 13 of the Regulations Governing Information to be Published in Public Tender Offer Prospectuses, an offeror engages an independent expert to provide an opinion on the reasonableness of the calculation of the price in cash, share exchange ratio, or appraisal of other assets in connection with the public tender offer.
For the purposes of these Guidelines, an expert means an issuer of an opinion under the preceding paragraph.
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