INDONESIA Law and Practice Contributed by: Melissa Butarbutar, Ken Prasadtyo, Kevin Yehezkiel and Cindy Caroline, TnP Law Firm
However, if an acquisition is to be carried out by way of a voluntary tender offer, OJK Regulation No. 54/2015 explicitly prohibits the directors of the target company from carrying out any trans - actions for the purpose of preventing the com - pany’s acquisition. 9.3 Common Defensive Measures As described in 9.2 Directors’ Use of Defen- sive Measures , there are no defensive measures available in Indonesia under the prevailing laws and regulations. 9.4 Directors’ Duties As defensive measures are not applicable in Indonesia, the board of directors must uphold its fiduciary duty in performing its obligations. 9.5 Directors’ Ability to “Just Say No” Since a business combination is a corporate action that must be resolved through a general meeting of shareholders, directors cannot sim - ply “just say no” and take action on behalf of the company to prevent a business combination from occurring. However, if the acquisition is to be carried out by way of a voluntary tender offer, OJK Regulation No. 54/2015 allows the direc - tors of the target company to issue a statement objecting to the proposed tender offer. 10. Litigation 10.1 Frequency of Litigation To date, litigation in connection with M&A deals has not been common in Indonesia. 10.2 Stage of Deal As previously stated, litigation in connection with M&A is not common in Indonesia. However, a
potential issue may arise if, upon the closing of the M&A deal, there is a misrepresentation or breach of warranties or undertakings by the seller. 10.3 “Broken-Deal” Disputes This is not applicable as litigation in connection with M&A is not common in Indonesia.
11. Activism 11.1 Shareholder Activism
The prevailing laws provide some protections to the minority shareholders of a company. While the articles of association may offer greater pro - tection to the shareholders, generally, all share - holders, including the minority shareholders, have the right to file a claim against the company if certain actions are deemed to have resulted in a loss to the shareholders. Under the Company Law, if certain actions by the company, including but not limited to merg - ers, acquisitions or consolidations, are deemed not beneficial to the minority shareholders, the minority shareholders may request that the company repurchase their shares at a reason - able price. Additionally, in the context of public companies, certain transactions, such as trans - actions involving conflict of interest, must be approved by independent shareholders through a general meeting of independent shareholders. 11.2 Aims of Activists Please refer to 11.1 Shareholder Activism . 11.3 Interference With Completion Please refer to 11.1 Shareholder Activism .
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