Author: Chia-heng Seetoo, Senior Counsel

When American corporate law casebooks want a vivid illustration of shareholder democracy in action, they reach for the proxy fight.  Nelson Peltz’s “Restore the Magic” campaign against Bob Iger and the Disney board in 2024, or the 2022 bidding contest between JetBlue Airways and Frontier Group Holdings for control of Spirit Airlines are not just business headlines — they are recurring teaching cases precisely because the public record is so rich in narrative detail: successive open letters, competing investor presentations, proxy advisory firm reports, and a real-time paper trail that lets outside observers reconstruct, almost day by day, how the contest unfolded.

Photo by Thomas Kinto on Unsplash

Taiwan has had no shortage of high-stakes, publicly contentious proxy solicitation battles. The 2024 fight surrounding the proposed merger of Shin Kong Financial Holdings and Taishin Financial Holdings being a recent and prominent example, complete with dissenting shareholders, allegations of breach of fiduciary duty, and public calls for regulatory intervention. Yet the documentary records that these Taiwanese contests leave behind looks much less fascinating than its American counterpart – not because the underlying disputes lack drama. It is because the two jurisdictions have built their proxy solicitation regimes on fundamentally different regulatory philosophies — and that difference has real consequences for how much of a contest ever becomes part of the public, reviewable record.

The U.S. Model: Disclose Freely, Answer for It Later

Under Regulation 14A, any person soliciting proxies — whether the company itself or an outside “soliciting person” — must file the relevant materials with the SEC, which are then made public essentially in real time through the EDGAR database. It bears noting that Regulation 14A is not entirely silent on form: Rule 14a-5(a) requires that the definitive proxy statement itself be “clearly presented,” with statements “divided into groups according to subject matter” and preceded by “appropriate headings,” and Rule 14a-5(d) prescribes minimum type size and leading for legibility. These are presentational and organizational requirements aimed at ensuring the formal proxy statement is readable — they do not constrain what a solicitor may argue, how much space it may devote to a given point, or how many rounds of argument it may make.

Critically, that latitude widens further once a contest moves beyond the formal proxy statement itself. A soliciting party may also publish open letters to shareholders, slide-deck investor presentations, dedicated campaign websites, letters to the board, and rebuttals to the other side’s latest salvo as “additional soliciting materials” — filed with the SEC under Rule 14a-6(b) and Rule 14a-12, but not subject to Rule 14a-5’s presentational template. These supplemental materials can take essentially whatever length, tone, and rhetorical form the solicitor chooses.

The regulatory teeth lie elsewhere: Rule 14a-9’s antifraud provision, which imposes liability for material misstatements or misleading omissions in solicitation materials. In other words, the SEC does not pre-screen the content or dictate its format; it polices truthfulness after the fact.

This “disclose now, answer for it later” architecture is what makes American proxy contests read like political campaigns rather than administrative filings. Starting in 2023, Nelson Peltz’s Trian Fund Management waged a campaign under the banner “Restore the Magic” that unfolded over more than a year: an initial push in early 2023 for a board seat for Peltz, which Trian dropped after Bob Iger, newly returned as CEO, announced a sweeping restructuring — only for Trian to relaunch the fight later that year, this time naming former Disney CFO Jay Rasulo as a second nominee. By January 2024, Trian had identified the two incumbent directors it wanted to unseat to make room — Maria Elena Lagomasino and Michael Froman — and on March 4, 2024, it released a 133-page white paper, Restore the Magic at The Walt Disney Company, laying out its critique of Disney’s succession planning and capital allocation in granular detail. The contest, one of the most expensive ones in recent history, drew split recommendations from the major proxy advisory firms — ISS backed Peltz (though not Rasulo), while Glass Lewis endorsed Disney’s full twelve-nominee slate — as well as public interventions from figures ranging from former Disney CEO Michael Eisner to filmmaker George Lucas.  When Disney shareholders voted at the company’s virtual annual meeting on April 3, 2024, both Trian nominees were defeated, alongside a separate rival slate put forward by Blackwells Capital.

The Spirit Airlines contest exhibits the same dynamic in a different register: a bidding war rather than a leadership fight. JetBlue and Frontier each filed successive rounds of merger proxy materials as they raised their offers, with Spirit’s board repeatedly renegotiated the deals and postponed the shareholders’ meeting as the numbers moved. The entire sequence — competing bids, board reversals, shareholder advisory group positions — survives today as a fully public, time-stamped record that anyone can reconstruct from the SEC filing history alone.

The Taiwan Model: Standardize First, Aggregate, Then Disclose

Taiwan’s “Regulations Governing the Use of Proxies by Public Companies for Attendance at Shareholders Meetings” (公開發行公司出席股東會使用委託書規則) takes a structurally different approach. A person soliciting proxies must submit its solicitation materials in a fixed format prescribed by the regulator — the “Solicitor’s Aggregate Solicitation Data Form” (徵求人徵求資料彙總表冊, Attachment 6 to the Regulations). This form allocates a mere 200 Chinese characters for a nominee director’s statement of business philosophy, and confines the solicitor’s position on each agenda item to a checkbox — “approve,” “oppose,” or “abstain” — with a short, optional field for reasons in the event of opposition. The company itself, not the solicitor, is responsible for compiling these individual submissions into a consolidated disclosure document before it is made public.

This is a fundamentally ex ante, form-constrained model: a proxy solicitor’s message must be compressed into a standardized, comparable, and auditable container before it can be disclosed at all, rather than published freely and judged after the fact. In practice, this means that in contested solicitations involving major corporate actions — a merger, for instance — the substantive, often emotionally charged arguments that dissenting shareholders wish to make can end up squeezed into a few lines in an attached exhibit, lacking the successive rounds of open correspondence, independent advisory reports, and escalating rebuttals that characterize a genuine American-style proxy fight.

What the Difference Actually Produces

The consequence is not merely stylistic. Because the U.S. regime treats the solicitation filing itself as the primary battlefield — the place where the persuasive case is actually made, tested, and publicly archived — a researcher, journalist, or future case-study author can reconstruct an entire contest from the regulatory record alone. Because the Taiwan regime treats the solicitation filing as an administrative attestation of who is soliciting how many shares and on what general position, the persuasive substance of a contested solicitation tends to migrate outside the regulated channel entirely — into press interviews, shareholder meetings, litigation filings, and individual public statements that are neither centrally collected nor easily searchable after the fact.

This has a direct bearing on the question the proxy solicitation rules are ostensibly designed to serve: ensuring that shareholders can cast an informed vote. If the material genuinely capable of informing that vote is generated and consumed largely outside the disclosure regime, the regime’s practical contribution to shareholder decision-making may be narrower than its stated purpose would suggest — a question worth bearing in mind as Taiwan’s regulator, the Financial Supervisory Commission, currently has a related amendment to the Regulations open for public comment (moving the filing channel from paper submission to an electronic portal operated by the Taiwan Depository & Clearing Corporation).

Neither model is perfect. The U.S. approach places significant weight on after-the-fact litigation and proxy advisory firm scrutiny to police accuracy, which can be slow, expensive, and imperfect. The Taiwanese approach front-loads standardization and administrative verifiability, at some expense to the richness — and, arguably, the informational value — of what gets said in the one channel the law actually regulates.

Practical Implications

For companies and investors navigating cross-border transactions involving Taiwanese issuers, or for parties contemplating a contested solicitation in the Taiwan market, this regulatory divergence carries practical weight. Persuasive campaign materials that would be standard practice in a U.S. proxy fight — extended investor letters, dedicated campaign communications, iterative rebuttals — largely fall outside what Taiwan’s solicitation rules contemplate, and parties accustomed to the American playbook should not assume the same tools, or the same public record, will be available to them in a Taiwan-based contest. Conversely, parties defending against a solicitation in Taiwan should be aware that the substantive case against them may well be made in venues the Regulations do not reach — financial media, shareholder meetings, and litigation — rather than in the solicitation filings themselves.

As merger activity and contested control situations continue to feature in Taiwan’s capital markets, the depth of disclosure the proxy solicitation regime can — or cannot — accommodate will remain a live question for practitioners advising on both sides of these contests. Understanding how Taiwan’s framework diverges from the disclosure-and-liability model familiar to international counsel is a necessary starting point for anyone advising on a cross-border transaction or a contested Taiwan shareholders meeting.