INDONESIA Law and Practice Contributed by: Chandrawati Dewi, Gustaaf Reerink and Bilal Anwari, ABNR Counsellors at Law
be subject to penalties. To the best of the authors’ knowledge, to date, the KPPU has not imposed penal - ties for false information or documents. However, the KPPU has ordered the re‑submission of notifications, and the notifying party has ultimately been subject to penalties for late notification. 3.7 Review Process The review process involves two phases: • an initial check of the completeness of the docu - ments; and • a review, which includes both initial and compre - hensive review sub-phases (with the latter sub- phase being applicable only for transactions that may raise competition concerns in Indonesia). The first phase, which is applicable to all notifications, also includes checking whether the transaction is noti - fiable. This initial check should be completed within three business days of submission. If the notification documents are complete, the KPPU will issue a state - ment that contains a registration number and confir - mation of whether the transaction is notifiable. If the transaction is notifiable, it will continue to the review phase. If the documents are incomplete, the KPPU will request additional information or documentation as deemed necessary. The KPPU has 90 business days to review the notifi - cation until the issuance of the opinion on the trans - action. Therefore, for the overall timeline, the KPPU has three plus 90 business days in total to issue an opinion. 3.8 Pre-Notification Discussions With Authorities The KPPU officials are nowadays reluctant to engage in informal pre-notification discussions with parties or their advisers. Even if they are willing to engage in such discussions, their input will not be binding on the KPPU. A party may also choose to participate in a voluntary pre-closing consultation. The procedure will be similar to the post-closing notification, via the KPPU’s por - tal. This process is supposed to be confidential and the KPPU’s opinion on the consultation will not be
published. However, it is noted that on its website the KPPU publishes general information on consultations, such as the registration number, transaction type, date of registration, acquiring party, and target. 3.9 Requests for Information During the Review Process Requests for information during the review process are common within the first 30 business days follow - ing the submission of the notification. Normally, within two to four weeks of submission, the KPPU will invite the notifying party to attend a clarification meeting for a question-and-answer session, which is usually fol - lowed by a request for additional information. Information requests normally are ancillary in nature. However, requests may be more complex if the trans - action raises competition concerns in Indonesia. Infor - mation requests do not suspend the review. 3.10 Accelerated Procedure Under the Merger Control Guidelines, the review pro - cess can be expedited if the KPPU determines that a notification qualifies for a simplified assessment, as the transaction is not expected to raise competition concerns. A transaction may qualify for a simplified assessment if it has the following characteristics: • absence of overlapping business activities; • absence of vertically integrated business activities; • should overlapping business activities exist, a lim - ited joint market share of those activities; • should vertically integrated business activities exist, a Herfindahl–Hirschman Index (HHI) below the required threshold for each of those activities; • lack of potential for tying or bundling, or a network effect; • the notification was submitted within 30 business days of commencement of the transaction; or • the transaction involves an acquisition resulting in an undertaking gaining sole control (from joint control with another undertaking). A simplified assessment may be initiated either by the KPPU or at the request of the notifying party. If the KPPU approves the request for a simplified assess - ment, it should provide its opinion on the transaction within 14 business days. However, the authors have
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