Ketentuan Merger dan Akuisis dalam Hukum Persaingan Usaha

Summary

The 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.