INDONESIA Law and Practice Contributed by: Melissa Butarbutar, Ken Prasadtyo, Kevin Yehezkiel and Cindy Caroline, TnP Law Firm
3.2 Significant Changes to Takeover Law There has been no change to the takeover rules under the Company Law in the past 12 months, and as far as we are aware, no material changes are expected in the next 12 months. 4. Stakebuilding 4.1 Principal Stakebuilding Strategies Although stakebuilding prior to launching an offer is uncommon in Indonesia, there are some practices where the bidders intentionally pur - sue this strategy by either gradually increasing their share ownership in the target companies or through derivatives. While increasing share ownership in the target company is the more common practice, some bidders prefer the lat - ter approach due to commercial or tax conveni - ences. 4.2 Material Shareholding Disclosure Threshold In general, the Ministry of Law holds the records of shareholding compositions of limited liabil - ity companies in Indonesia. Any changes to a company’s shareholding composition must be submitted to the Ministry of Law in order to be updated in the company data held by such min - istry. Additionally, in the event of mergers, acqui - sitions or consolidations, the prospective pur - chasers must announce the proposed corporate actions publicly in a daily Indonesian newspaper with national circulation. There is an additional requirement for investors in public companies. Under OJK Regulation No. 4 of 2024 on the Reports on Ownership of or Any Changes of Ownership in Public Company Shares and Reports on Activities of Guarantee - ing Public Company Shares, investors whose share ownerships are at least 5% of shares with
Personal Data Notification Request On 17 October 2022, Indonesia enacted Law No. 27 of 2022 on Personal Data Protection ( “PDP Law” ). Through this new regulation, Indo - nesia introduced a new requirement for mergers, acquisitions, consolidations or dissolutions of legal entities. Under the PDP Law, if the merg - ers, acquisitions, consolidations or dissolutions involve the transfer of personal data, the legal entities that are going through such corporate actions must inform the personal data owners of the transfer of their personal data to other legal entities. The PDP Law allows the announce - ment to be made either directly to the personal data owners or through an electronic or non- electronic public announcement. The details of the mechanism by which to conduct this noti - fication will be further set out in more specific regulations, which have not yet been issued or enacted. Merger Control Regulation As detailed in 2.4 Antitrust Regulations , on 31 March 2023, the KPPU introduced KPPU Regu - lation No. 3/2023. In addition to the mandatory post-transaction notification to the KPPU, the new regulation also revamps the local nexus test for foreign-to-foreign transactions. Under the previous merger filing regulation (which was gov - erned by KPPU Regulation No. 3 of 2019), the merger filing requirement was triggered if one of the parties involved in a transaction had busi - ness activities, assets or sales in/to Indonesia. On the other hand, under KPPU Regulation No. 3/2023, a notification of the foreign-to-foreign merger transaction only needs to be filed with the KPPU if both parties involved in the transac - tion have assets and/or generate sales/turnover in Indonesia.
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