INDONESIA Law and Practice Contributed by: Chandrawati Dewi, Gustaaf Reerink and Bilal Anwari, ABNR Counsellors at Law
remedies for divestitures are imposed. The KPPU will specify the timeline for complying with the remedies. For behavioural remedies, compliance is required for three years. If an undertaking fails to comply with a conditional approval that imposes remedies, the KPPU can initiate an investigation for alleged violation of the Competi - tion Law, which may result in penalties of IDR1 billion (approximately USD58,000) per day, with a maximum of IDR25 billion (approximately USD1.45 million). However, to the authors’ knowledge, the KPPU has never imposed penalties or sanctions due to a party’s failure to comply with its remedies. 5.6 Issuance of Decisions Unlike in other jurisdictions, in Indonesia a merger notification does not result in the KPPU issuing a formal decision to permit or prohibit a transaction. Instead, the KPPU will issue a non-binding opinion, which can be: • no allegation of monopolistic practice or unfair business competition; • an allegation of monopolistic practice or unfair business competition with conditional approval; or • an allegation of monopolistic practice or unfair business competition. As mentioned in 5.4 Negotiating Remedies With Authorities , if the KPPU’s review indicates that the transaction could result in monopolistic practices or unhealthy business competition, it may issue con - ditional approval, which requires the undertaking to accept certain remedies. Before 2019, the KPPU published its opinion on cer - tain notifications. However, in recent years, the pub - lished information has been limited to the registration number, transaction type, the date of the notification, the identity of the acquirer and the target, and the con - clusion (although, to date, no conclusion information has been published). 5.7 Prohibitions and Remedies for Foreign-to- Foreign Transactions To the best of the authors’ knowledge, the KPPU has never implemented structural remedies or prohibited
transactions. The KPPU has imposed behavioural remedies, usually involving reporting obligations, in at least five cases – none of which involved foreign-to foreign transactions. 6. Ancillary Restraints and Related Transactions 6.1 Clearance Decisions and Separate Notifications The KPPU’s opinion does not extend to related arrangements (ancillary restraints). 7. Third-Party Rights, Confidentiality and Cross-Border Co-Operation 7.1 Third-Party Rights Competitors, customers, suppliers, industry associa - tions and government agencies may be involved in the review process. The notifying party is required to provide contact details of the relevant third parties in the notification form and the KPPU may invite these parties for interview or request information to gather their opinions on the transaction’s impact. There is no formal procedure for third parties to submit a complaint during the merger review process. How - ever, any party that suffers losses due to the trans - action can file a complaint with the KPPU, citing an alleged violation of Article 28 or other relevant provi - sions of the Competition Law. This complaint will be examined and adjudicated separately by the KPPU within the framework of a formal investigation. 7.2 Contacting Third Parties The KPPU may reach out to third parties during its review process. The notifying party is required to include contact details of these third parties (eg, sup - pliers, competitors and consumers) in the notification form. The KPPU may contact them via phone or email to verify the information provided and seek their views about the potential competitive impact of the transac - tion.
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