INDONESIA Law and Practice Contributed by: Melissa Butarbutar, Ken Prasadtyo, Kevin Yehezkiel and Cindy Caroline, TnP Law Firm
2.4 Antitrust Regulations In Indonesia, the antitrust regulations relating to M&A transactions are as follows: • Law No. 5 of 1999 on the Prohibition of Monopolistic Practices and Unfair Business Competition, as last amended by the Job Creation Law; • Government Regulation No. 57 of 2010 on Mergers, Consolidations of Business Entities and Company Share Acquisitions that could lead to monopolistic practices and/or unfair business competition; and • KPPU Regulation No. 3 of 2023 on the Assessment of Mergers, Consolidations or Acquisitions of Shares and/or Assets that may result in monopolistic practices and/or unfair business competition ( “KPPU Regula- tion No. 3/2023” ). In the case of mergers, consolidations or share acquisitions, KPPU Regulation No. 3/2023 requires business entities to submit a mandatory post-transaction notification to the KPPU within 30 business days, for transactions that fulfil the following conditions: • transactions whose value exceeds the asset and/or sales value threshold, eg, the com - bined asset value of the parties involved exceeds IDR2.5 trillion or the combined annu - al sales value of the parties involved exceeds IDR5 trillion based on the latest financial year before the date of the transaction; • transactions that result in a change of control, eg, business entities holding more than 50% of shares or voting rights in the company, or holding 50% or less of shares or voting rights but having the capacity to influence and determine the company’s management and/ or policies;
• transactions that are not affiliated party trans - actions; • transactions between business entities that own assets and/or generate sales in Indone - sia; • transactions that result in an increase in the ability of the business entities that acquire the assets to control certain markets; and • asset acquisitions that are not classified as exempted asset acquisition transactions. Submission of Notification Under KPPU Regulation No. 3/2023, post- transaction notifications must be submitted to the KPPU by the surviving entities (in the case of a merger), the business entities resulting from the consolidation, or the acquiring entities (in the case of an acquisition of shares or assets). The submission can be made through the electronic notification system of the KPPU. As a precautionary measure, KPPU Regulation No. 3/2023 also allows business entities that intend to carry out mergers, consolidations or acquisitions of shares and/or assets to consult with the KPPU. This pre-consultation aims to give the business entities brief information on the proposed mergers, consolidations or acqui - sitions of shares and/or assets from the KPPU’s perspective. Affiliated Transactions Under KPPU Regulation No. 3/2023, mergers, consolidations or acquisitions of shares and/or assets between affiliated parties do not require
a post-transaction notification. 2.5 Labour Law Regulations
In Indonesia, labour matters are primarily gov - erned by Law No. 13 of 2003 on Labour, as amended by the Job Creation Law, along with its implementing regulations, including Govern -
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