Ketentuan Merger dan Akuisis dalam Hukum Persaingan Usaha

Komisi Pengawas Persaingan Usaha (KPPU)

6 Sept 202108:18

Summary

TLDRThe video script discusses the importance of notifying the Indonesian Competition Supervisory Commission (KPU) after completing a merger or acquisition. It explains that businesses must report such transactions within 30 working days to avoid fines. The script outlines the criteria for mandatory notification, including asset and sales value thresholds, and provides guidance on the notification process. It also clarifies which asset transfers need not be reported, such as routine business transactions or non-operational asset purchases. The KPU emphasizes the need for compliance with competition law to foster a healthy business climate and offers support for businesses to understand and adhere to these regulations.

Takeaways

📄 KPPU fined PT Tambang Set 12.6 billion rupiah for delayed merger notification.
⚖️ After mergers and acquisitions, companies must notify the KPPU within 30 working days of the transaction becoming legally effective.
📝 Notification is a written report required by the KPPU to monitor mergers and acquisitions for competition law compliance.
🚫 Not all mergers and acquisitions require notification, but certain conditions must be met, such as asset or sales value thresholds.
💼 Mergers and acquisitions involving combined assets over 2.5 trillion rupiah or combined sales over 5 trillion rupiah require notification, with different limits for the banking sector.
🌍 Even international mergers must be notified to KPPU if they meet the notification criteria and involve business operations in Indonesia.
💸 Late notifications incur fines of 1 billion rupiah per day for each day of delay.
📑 Businesses must submit forms and supporting documents, either in person or via email, to notify KPPU about the merger.
🏗️ Asset transfers do not always require KPPU notification, especially if they are routine transactions or involve property purchases for non-business purposes.
💡 Understanding and following KPPU guidelines is essential to avoid penalties and ensure compliance with competition laws.

Q & A

Why did PT Tambang Set receive a fine from KPU?
-PT Tambang Set received a fine from KPU because of a delay in notifying the merger, which is a requirement to be reported after the completion of a merger or acquisition process.
What is the purpose of notifying KPU after a merger or acquisition?
-The purpose of notifying KPU after a merger or acquisition is to ensure transparency and compliance with business competition laws, helping to maintain a healthy competitive business environment.
What is the notification deadline for mergers and acquisitions to KPU?
-The notification to KPU must be made in writing by the business entities at the latest 30 working days after the merger and acquisition transaction becomes legally effective.
Are all merger and acquisition transactions required to notify KPU?
-Not all merger and acquisition transactions are required to notify KPU. There are specific criteria that must be met, such as the combined asset value or sales value exceeding certain thresholds.
What are the asset and sales value thresholds for mandatory notification to KPU?
-The thresholds for mandatory notification are: for non-bank business entities, if the combined asset value exceeds 2.5 trillion Rupiah and/or the combined sales value exceeds 5 trillion Rupiah; for banking business entities, if the combined asset value exceeds 20 trillion Rupiah.
How is the combined asset or sales value calculated for the purpose of notification?
-The combined asset or sales value is calculated by summing the assets or sales of the parties involved in the merger and acquisition transaction, plus the assets or sales of all business entities controlled or influenced by those parties, either directly or indirectly.
Are there any additional requirements for transactions occurring outside of Indonesia?
-Yes, transactions occurring outside of Indonesia are still subject to the notification requirement to KPU as long as they meet the mandatory notification criteria and involve business activities or sales within Indonesia.
What are the administrative sanctions for late notification of mergers and acquisitions to KPU?
-The administrative sanctions for late notification include a fine of 1 billion Rupiah for each day of delay.
What is the procedure for notifying KPU about a merger or acquisition?
-The procedure involves filling out a specified form in Indonesian, signed by the head or director of the company, attaching a letter of introduction addressed to the KPU chairman, and submitting all documents either directly to the KPU office or via email to the designated email address.
Can a legal representative submit the notification on behalf of the business entity?
-Yes, a legal representative can submit the notification on behalf of the business entity.
What types of asset transfers are not required to be notified to KPU?
-Asset transfers not required to be notified to KPU include those with a transaction value below certain thresholds, routine transactions like purchasing goods or supplies, and asset transfers not related to the business activities of the acquiring entity, such as land purchases for CSR activities.

Outlines

00:00

📊 Corporate Mergers and Acquisitions Notification Requirements

The script discusses the legal obligations of companies following mergers and acquisitions (M&A) in Indonesia. It highlights that companies must notify the Indonesian Competition Authority (KPU) within 30 working days after the M&A transaction becomes legally effective. The notification is mandatory if the transaction's asset value exceeds 2.5 trillion rupiah or the combined sales value exceeds 5 trillion rupiah. For the banking sector, the asset value threshold is 20 trillion rupiah. The script also mentions that not all transactions require notification, such as those between affiliated companies or transactions that do not result in a change of control. The KPU has imposed a significant fine on a mining company for failing to notify a merger, emphasizing the importance of compliance with these regulations.

05:01

🏢 Asset Transfers and Reporting Exemptions

This part of the script elaborates on asset transfers in the context of business operations and the conditions under which they must be reported to the KPU. It specifies that not all asset transfers are subject to notification, such as those valued below certain thresholds for non-banking and banking entities, routine transactions like purchasing inventory, and asset transfers unrelated to business activities like land purchases for corporate social responsibility. The script also touches on the KPU's support for businesses to understand and comply with competition laws, aiming to foster a healthy and fair business climate. It encourages businesses to reach out for assistance and stay informed about competition regulations through the KPU's website and social media channels.

Mindmap

Keywords

💡Merger

A merger refers to the consolidation of two or more companies into a single entity. In the context of the video, it is discussed as a business transaction that must be reported to the KPU (Indonesian Competition Authority) if it meets certain thresholds. The video script mentions the importance of notifying the KPU after a merger is legally effective, highlighting the regulatory aspect of such corporate actions.

💡Acquisition

Acquisition is the act of one company taking ownership of another. The script explains that acquisitions, like mergers, must be notified to the KPU if they meet specific criteria, such as asset value or sales value thresholds. It is part of the broader discussion on business transactions that can impact market competition.

💡Notification

Notification, as used in the script, is a mandatory written communication from businesses to the KPU regarding mergers and acquisitions. The video emphasizes the legal requirement to notify the KPU within 30 working days after the transaction becomes legally effective, underscoring the importance of compliance in business practices.

💡Asset Value

Asset value is a financial metric representing the total value of a company's assets. The script specifies that the combined asset value of companies involved in a merger or acquisition must exceed certain thresholds to require notification to the KPU. This concept is central to determining the regulatory obligations of businesses in the context of corporate transactions.

💡Sales Value

Sales value refers to the total revenue generated from sales of goods or services. In the video, it is mentioned alongside asset value as a criterion for determining whether a merger or acquisition must be reported to the KPU. It is a key factor in assessing the economic impact of business transactions.

💡Thresholds

Thresholds in this context are the minimum levels of asset value or sales value that trigger the requirement for a company to notify the KPU about a merger or acquisition. The script provides specific figures for these thresholds, such as 2.5 trillion rupiah for asset value, which are crucial for businesses to understand their legal obligations.

💡Non-Affiliated Transactions

The term 'non-affiliated transactions' is used in the script to describe business transactions that do not involve affiliated companies. It is important for understanding the scope of transactions that are subject to KPU notification requirements, as transactions between affiliated companies may have different rules.

💡Controlling Interest

Controlling interest implies having the power to direct the management and policies of a company. The script discusses how mergers and acquisitions can lead to changes in controlling interest, which is a significant factor in determining whether a transaction must be reported to the KPU.

💡Administrative Sanctions

Administrative sanctions are penalties imposed by regulatory authorities for non-compliance with regulations. In the video, it is mentioned that failure to notify the KPU about a merger or acquisition on time can result in a fine of 1 billion rupiah per day of delay, highlighting the consequences of not adhering to reporting requirements.

💡Competition Law

Competition law refers to the body of legislation that regulates competition in the marketplace. The script touches on the importance of understanding and complying with competition laws, as enforced by the KPU, to maintain a healthy and fair business environment.

💡Regulatory Compliance

Regulatory compliance is the adherence to laws, regulations, and guidelines set by regulatory bodies. The video script emphasizes the importance of businesses being compliant with KPU regulations regarding mergers and acquisitions to avoid sanctions and ensure fair competition.

Highlights

KPU has imposed a fine of 12.6 billion rupiah on PT Tambang for late notification of a merger.

After a merger and acquisition process is completed, it must be reported to the KPU.

Notification is a mandatory written report to the KPU within 30 working days after the merger and acquisition becomes legally effective.

Not all merger and acquisition transactions require notification to the KPPU; certain criteria must be met.

For non-bank businesses, the combined asset value must exceed 2.5 trillion rupiah, and for banks, it must be over 20 trillion rupiah.

The calculation of combined assets or sales includes the sum of assets or sales of the parties involved in the transaction.

For transactions occurring outside Indonesia, notification to KPU is still required if the criteria for mandatory notification are met.

Late notification of mergers and acquisitions to KPU can result in administrative sanctions of up to 1 billion rupiah per day of delay.

Businesses must fill out a specified form in Indonesian, signed by the head of the company, and attach supporting documents.

Notifications can be submitted directly to KPU or via email to notifikasi dot merger at kpu.go.id.

The purchase of a factory and building may not necessarily need to be reported to KPU, depending on the transaction's nature.

Asset transfers that do not require notification to KPU include non-routine transactions, non-business related asset transfers, and certain property purchases.

KPU fully supports businesses in understanding and complying with competition law to foster a healthy, competitive, and fair business climate.

For assistance with monopolistic practices and unfair competition, businesses can reach out to KPU via email.

KPU encourages businesses to visit their official website and follow their social media accounts for more information on competition law and business monitoring.