Corresponding Author: Bayu
Adhimastha
E-mail: [email protected]
INTRODUCTION
Development and development in the economic field must
be oriented towards realising people's welfare. Democracy in the economic
sector should be able to provide equal opportunities for every business actor
to participate actively in the production and marketing of goods and services
with a healthy, effective and efficient business climate to encourage market
economic growth (Rachmadi Usman, 2022).
The business world is a world that cannot stand alone;
many aspects of various things are involved either directly or indirectly, such
as policies related to rules or regulations, policies in the economic field,
and also other policies (Fadhilah, 2019). This linkage ultimately makes the business world
obey and follow the existing rules or signs. The role of Law is needed to
regulate social life in all its aspects, be it social, political, or cultural
life, as well as its role in economic development. (Sculpture, 2017). The role of Law is very much needed in economic
activities in order to prevent the emergence of conflicts between fellow
business actors fighting over economic resources. Law is essential in economic
development to create social welfare (Hulu & Sianipar,
2022).
The Indonesian government must always strive to
protect business actors from threatening economic globalization, one of which
is the existence of monopolistic practices and unfair business competition.
Given this real threat, the Government of Indonesia issued statutory
regulations, namely Law No. 5 of 1999, concerning the Prohibition of
Monopolistic Practices and Unfair Business Competition (from now on referred to
as Law No. 5 of 1999 (Apriani, 2017). However, the presence of Law No. 5 of 1999 needs to
be welcomed positively. After witnessing monopolistic practices by companies
that took place without any rules, the emergence of this Law is expected to
create equal rights to do business and fair or fair competition.
The background to the issuance of Law no. 5 of 1999,
among others: development in the economic field must be directed towards the
realization of people's welfare based on Pancasila and the 1945 Constitution;
democracy in the economic field requires equal opportunities for every citizen
to participate in the process of production and marketing of goods and or
services, in a healthy, effective and efficient business climate to encourage
economic growth and the functioning of a fair market economy; and everyone who
does business in Indonesia must be in a situation of fair and fair business
competition so that it does not lead to a concentration of economic power in
certain business actors regardless of the agreements that have been implemented
by the Republic of Indonesia on international agreements (Kalangi, 2017).
The definition of unfair business competition
according to the provisions of Article 1 number 6 of Law no. 5 of 1999 stipulates:
"Unfair Business Competition is competition between business actors in
carrying out production and or marketing activities of goods and or services
that are carried out unfairly or unlawfully or hinder business
competition" (Fadhilah, 2019). In line with the provisions mentioned above, L. Budi
Kagramanto stated that: juridically, business competition is always associated
with competition in the market-based economy, where companies or
sellers/business actors freely try to get customers or consumers to achieve
their goals. Certain businesses or companies are founded, for example, to gain
maximum profit or to expand market share, or it could also be to increase sales
turnover or produce goods and services (Retnowati &
Fernando, 2020).
Monopoly is the main component that will concentrate
wealth in a few groups of business actors to create social and economic
inequality (Fauzi, 2021). Ownership and control of assets are in the hands of
an individual regarding something permissible; however, when this freedom is
used to create harmful monopoly practices, it becomes the duty and obligation
of the state to intervene and correct. Economic development, which coincides
with the emergence of economic globalization, is accompanied by more and more
challenges faced in the business world, including business or trade competition
which leads to product or commodity competition and tariffs because the current
economy is a globalization trade between countries (Tharifi, 2020).
The urgency for an amendment to Law No. 5 of 1999,
since it became effective in 2000, Law No. 5 of 1999 has provided many benefits
to the economic development of Indonesia. However, there have also been many
criticisms from academics, practitioners, and the KPPU commissioners regarding
the various deficiencies in the Law. This business competition law enforcement
has shown positive changes in existing business activities in Indonesia and has
benefited consumers. Some examples of KPPU's decisions have brought about
economic improvements and led to lower prices and better consumer service (Toha, 2019).
The reality that is happening in the Republic of
Indonesia is similar to the case of acquisitions in the automotive industry, as
it is well known that the share of the automotive market in Indonesia
(primarily cars and motorcycles) only narrows to a few brands, such as: In the
automotive (car) sector, brands such as Toyota; Daihatsu; Izusu; and BMW
(already under one holding company, namely PT. Astra Internasional) and only
compete with brands such as Suzuki; Honda; Mitsubishi; and Nissan. Even for the
last brand, in 2020, it closed its factory in Indonesia. For the automotive
sector (motorcycles), there are only brands such as Honda, Yamaha, and Suzuki.
In fact, in 2015, Honda and Yamaha were found guilty of the cartel by the KPPU
regarding the pricing of the automatic motorbikes they produced.
In addition to the above, in the case of acquisitions
in the aviation industry in Indonesia, it is known that the names of airlines
in Indonesia have the names: Lion Air; Water batik; Wings Air (under one
management); Citilink; Srivijaya; Water Name; and Garuda Indonesia (under one
management) and the last remaining Air Asia and Susi Air (these two airline
names have recently decreased interest and do not have a "big name"
like their competitors in Indonesia). Acquisition cases also occur in the case
of the telecommunications industry (cellular operators), where in Indonesia,
the existing cellular operators include: XL-Axis (under one management),
Indosat-3 (under one management); Smart-Fren (under one management); and
Simpati (Telkomsel). Previously, it was known that there were far more cellular operators than
the four providers (operators) above. This also applies to the world of
electronic media (television) in Indonesia, as there are only 5 (five) large
television stations, namely: ANTV and TVone (Viva Media Group); SCTV and
Indosiar (Surya Citra Media); RCTI MNCTV, GTV, RTV (MNC Media); Trans TV, Trans
7 (Trans Media); NET (Net Visi Media), and Metro TV (Media Group).
Several factors allow the
government to intervene in prices, including Price intervention concerns the
interests of society, namely protecting sellers in terms of profit margins
while protecting buyers in terms of purchasing and price intervention protects
the interests of the wider community, while sellers represent smaller groups of
people (Malaka,
2014). �KPPU's Authority in Cases of Acquisition of
Shares in the Extraterritorial Framework Application of business competition
law is necessary for every country that adheres to a modern economic system.
Business competition law has been implemented in almost all modern economic
countries, although not in a specific legislative format. Indeed the flow of
new and formation occurred massively in many developed countries (developed
countries) in the 1980s following the liberalization of the world economy (Fadhilah,
2019).
This research analysis focuses on the urgency of
regulating the acquisition of Limited Liability Company shares in Indonesia,
which can have implications for monopolistic practices and unfair business
competition. So, this research aims to analyze the arrangement of the
acquisition of shares of limited liability companies in Indonesia, which give
rise to monopolistic practices and unfair business competition.
METHODS
This study uses the
normative juridical research method. Normative legal research is a scientific
procedure to find the truth based on the scientific logic of Law from a
normative perspective. This research uses normative juridical research because
the central research is related to legislation or the favourable Laws of
Indonesia. By using this type of research, researchers will compare the
arrangements for acquiring shares of limited liability companies in Indonesia,
which give rise to monopolistic practices and unfair business competition.
RESULTS AND DISCUSSION
Acquisition of Limited Liability Company Shares in
Indonesia
The presence of a Limited Liability Company (now referred
to as PT), a business entity with legal status, is no stranger to the business
world. PT is essential to drive and direct development activities in the
economic sector, especially in the globalization and liberalization of the
world economy, which is increasingly complex (Adhimastha et al., 2023). In its
development, the existence of PT began to dominate other forms of companies,
giving rise to tough competition between one PT and another PT. In every
competition, of course, there are losers and winners, where the factor that
causes a PT to experience a decrease in competitiveness is the lack of
existence and quality of the goods or services traded by the PT.
A company, in order to survive, must often take strategic
steps, one of which can be done is taking over shares or commonly known as
acquisitions. UU no. 40 of 2007 defines the takeover, namely "legal
actions carried out by legal entities or individuals to take over company
shares which result in a transfer of control over the company (Febrina, 2014). The acquisition
is carried out by taking over shares that have been issued and will be issued
by PT through the Company's Directors or directly from shareholders, which can
be carried out by legal entities or individuals as written in Article 25
Paragraph (1) of Law no. 40 of 2007 (Wulandari, 2021). The
takeover process referred to in Article 25 Paragraph (1) will later impact the
control of the company's company as contained in Article 7 Number 11 of Law no.
40 of 2007. It should be noted that private companies carry out the acquisition
process in Law No. 40 of 2007, while acquisitions carried out by public
companies have been contained in regulations in the Law concerning Capital Markets.
A notary is a public official authorized to do authentic
deeds and has other authorities as referred to in this Law or based on other
laws (Article 1 paragraph 1 UUJN-P). Based on this, the Notary's authority in
doing authentic deeds comes from the Law, meaning that the Notary's authority
in doing authentic deeds is attribution authority, not delegation or mandate (Wardhani, 2021).
This authority is expressly stated in Article 15
paragraph (1) UUJN-P and other authorities referred to in Article 15 paragraph
(2) and (3) UUJNP. With this authority, a notarial deed is binding on the
parties or those who make it and has the power as perfect evidence. So it
requires written evidence to guarantee certainty, order and legal protection
for every citizen, as mandated in Pancasila and the 1945 Constitution. The
evidence is authentic regarding deeds, agreements, determinations, and legal
events made before or by an authorized official. Article 1868 BW regarding
proof in writing, "stipulates that an authentic deed is a deed made in a
form determined by law by or before a public official who is authorized to do
so at the place where the deed was made". Based on this Article, the main
elements of an authentic deed are: an authentic deed made in a form determined
by Law, and an authentic deed must be made before an authorized public
official.
Company takeovers or acquisitions can also be carried out
internally or externally; internal acquisitions are acquisitions of companies
within their group. External acquisitions are acquisitions of companies outside
the group or from other groups. Acquiring companies are
usually large companies with substantial funds, good management, and extensive
networks and are grouped in conglomerates. Acquisitions can occur forced
(unfriendly takeover/hostile takeover) and voluntary/friendly (friendly
takeover); what is meant by forced acquisition or (unfriendly takeover/hostile
takeover) is a small company that is difficult to develop acquired by a larger
company and classified as a company conglomerate. At the same time,
voluntary/friendly acquisitions (friendly takeover) are small companies that
the conglomerate company really wants to acquire (Irawati, 2017).
Types of
Acquisition
Based on its development, it turns out that the
acquisition is diverse and can be categorized according to the criteria used,
these criteria are as follows:
a.
From a business perspective.
When viewed from the perspective of the
type of business of the companies involved in the acquisition transaction,
acquisitions can be classified as follows:
1)
Horizontal acquisition
In this case, the acquired company is its competitor. Both
competitors produce the same product in this horizontal acquisition to carry
out the purpose of the acquisition, which is to reduce competitors from other
companies.
2)
Vertical Acquisition
This vertical acquisition is a takeover by taking over a company
still in the same network, for example, the company where the product was
created.
3)
Conglomerate Acquisition
What is meant by this acquisition is that the takeover is carried
out on a company that has nothing to do with either the same production or
marketing.
b.
From a location standpoint
Acquisitions can be classified based on the location between the
acquiring company and the company to be acquired. So, when viewed in terms of
location can be classified as follows:
1)
External acquisition
An external acquisition is a
takeover by 2 (two) or more companies in different groups.
2)
Internal acquisition
This internal acquisition is
a takeover carried out by a company still in one business activity. This
internal acquisition does not rule out the possibility of violating the
principles of justice. In internal acquisitions, violations of the principles
of justice may occur, such as low share prices, because the majority
shareholder in the acquiring company and the acquired company are the same
people. Also, the seller of shares is fine because the seller does not lose
many of the shares. After all, His position is also as a shareholder of the
acquirer.
c.
Acquisition of Transaction Objects
In terms of transaction objects, acquisitions can be classified as
follows:
Takeover by buying shares
Acquisition of Shares is the most common type,
mostly carried out in Indonesia. Share Acquisition is the takeover of the
target company's shares by the acquirer company, which results in majority
control of the target company's shares by the company making the acquisition
and will lead to management control and the company's running. Thus, the main
objective of acquiring shares is to take control of the target company. In
order to be called a Share acquisition transaction, the shares acquired must
reach 51% (fifty-one per cent), or at least after the acquisition transaction
is completed, the acquiring company owns at least 51% (fifty-one per cent) of
the shares of the acquisition target company. If the shares owned are less than
this percentage, then the acquiring company cannot exercise control over the
target company, so the transaction is not an acquisition but a sale and
purchase of ordinary shares. With most of the company's transactions, the
acquired company will be controlled by the acquiring person or company,
including the rights that exist in the company; after the acquisition of
shares, the rights or agreements attached to the company will become the
responsibility of the new shareholders.
Acquisition of assets
In the case of acquisition, the assets taken
over by the acquiring company are the assets and liabilities of the company to
be acquired. In this asset acquisition, the company that takes over has no
responsibility to third parties, employees, or even the company's management.
Assets are usually acquired when the company faces difficulties in calculating
the debt listed in the company's books.
Reverse Acquisition (Reverse Takeover)
A reverse takeover, also known as an
acquisition, is a takeover of a company by another, smaller company where
shareholders buy many shares from a public company listed on the stock
exchange.
Role
of Government Regulation No. 57 of 2010
The development of the business world, which is heavily influenced
by business actors, both directly and indirectly, has changed the condition and
situation of the country's economy. Considering these conditions and
situations, it is necessary to observe and reorganize the activities of
business actors so that the business world can grow and develop healthily or
not give rise to Monopolistic Practices and Unfair Business Competition. In
this condition, business actors compete to develop their business wings to
survive in the market (Sibuea,
2011).
Business actors as economic subjects always strive to maximize
profits in carrying out their business activities (maximizing profit). Business
actors will seek maximum profits in various ways, and one way that business
actors can take is by using the merger method. Maximizing profits is expected
to occur because, in theory, mergers can create efficiencies to reduce the
companies' production costs resulting from the merger.
Role
of Government Regulation Number 44 of 2021
The president began enacting Government Regulation (PP) Number 44
of 2021 concerning implementing the Prohibition of Monopolistic Practices and
Unfair Business Competition on February 2, 2021. This PP provides an
opportunity for KPPU to adjust all existing commission regulations to align
with the new PP by four months since this PP is declared to come into force.
This means that KPPU has until June 2, 2021, to make improvements or
improvements.
PP No. 44 of 2021, of course, it is not
permissible to add new norms of behaviour to Law No. 5 of 1999 in conjunction
with Law No. 11 of 2020. However, this PP is more oriented as an implementing
regulation on Article 118 of Law No. 11 of 2020 compared to the entire Law No.
5 of 1999 it. In other words, this PP is minimalist if it is considered a
government regulation for implementing Law No. 5 in 1999.
There are 3 (three) things that make up
the content of the PP, namely regarding: (1) the authority of the KPPU; (2)
criteria for sanctions, types of sanctions, and the number of fines; and (3)
examination of objections and appeals against KPPU's decisions. The three
things regulated in it are almost all related to secondary norms, especially
norms of authority and sanctions. This content's material is quite different
from the delegation mandated in Law No. 11 of 2020. Article 47 paragraph (3) as
a result of amendments to Law no. 5 of 1999 after Law no. 11 of 2020 states
that further provisions regarding the criteria, type, number of fines, and
procedures for imposing sanctions as referred to in paragraph (1) and paragraph
(2) are regulated in government regulation. Based on these provisions, PP No.
44 of 2021 should limit itself to the matters above. However, the government
may think that this matter of fines has implications for the KPPU's authority
and procedural procedures at the Commercial Court and the Supreme Court.
KPPU's authority in PP No. 44 of 2021 is
only regulated in Articles 3 and 4. The KPPU's authority mentioned here is
limited to examining cases up to the imposition of sanctions in administrative
actions against business actors who violate them, including monitoring
decisions. Of course, the KPPU's authority according to Law No. 5 of 1999 is
broader than that as understood by the PP No. 44 of 2021 by mentioning Article
36 of Law No. 5 of 1999.
The administrative action in question is
the imposition of sanctions on three groups for violations of Law No. 5 of
1999, namely in the form of prohibited agreements (Articles 4 to 16),
prohibited activities (Articles 17 to 24), and a third group that is not named
(Articles 25 to 28). It is unclear why PP No. 44 of 2021 does not want to state
that this last group is a violation (abuse) of a dominant position.
Acquisition Viewed from Business Competition Law
The immediate background for preparing the anti-monopoly Law was
the agreement between the International Monetary Fund (IMF) and the government
of the Republic of Indonesia on January 15, 1998. In the agreement, the IMF
agreed to provide financial assistance to the Republic of Indonesia in the
amount of U$ 43 billion, which aims to overcome the economic crisis, but with
the condition that Indonesia implements specific economic reforms and laws.
This led to the need for anti-monopoly laws.
Based on this background, it is realized that the dissolution of
the state-controlled economy and monopoly companies alone is not enough to
build a competitive economy. Matters which form the basis for forming any
anti-monopoly legislation, namely the business actors themselves, sooner or
later paralyze and avoid the pressure of business competition by entering into
agreements or merging companies that inhibit competition and abuse of a
position of economic power to harm business actors who more diminutive.
The state needs to guarantee the integrity of the business
competition process against interference from business actors by drafting a
law, which prohibits business actors from replacing trade barriers by the state
that have just been abolished with private competition barriers. (Lubis 2010)
Acquisition
Pre and Post Notification
The State of Indonesia is a constitutional state with a national economic
system that is organized based on the principles of economic democracy. Even
though the economic system was organized based on the principles of democracy,
the economic conditions were still very concentrated during the New Order era.
Hence, it had a broad impact when the monetary crisis occurred in 1998. As a
result of the economic impact, which was still concentrated, there were demands
for reform, one of which wanted a free economy from monopolistic practices and
unfair business competition.
Based on these demands for reform, a statutory regulation was
formed, namely Law Number 5 Years. These laws and regulations then mandated the
formation of the KPPU. One of KPPU's duties is to supervise mergers, consolidations,
and acquisitions.
Supervision of mergers, consolidations and acquisitions is
regulated in Law No. 5 of 1999 on the provisions of Article 28 and Article 29.
The supervision is carried out in the form of a notification. The notification
system adopted in the Business Competition Law in Indonesia is divided into 2:
Notification (Post Notification) and Consultation (Pre-Notification). The
difference between the two systems is the form of obligation in their
implementation. Post Notification is an obligation for business actors. At the
same time, Pre-Notification is a right for business actors. Post Notification
is mandatory, while Pre-Notification is voluntary. End this as a violation
(abuse) of a dominant position.
Limited
Liability Company concept
A
Limited Liability Company (PT), which was formerly known as Naamloze
Vennootschaap (NV), is an association for running a business that has capital
consisting of shares, whose owners have as many shares as they own (Ashari,
2022). �Because the capital consists of tradable
shares, changes in company ownership can be made without dissolving the
company. A Limited Liability Company (PT) is an association of several private
entrepreneurs into one unit to manage joint ventures. It is known in the trade
law system in Indonesia (Rai Widjaya, 2006), where companies provide
opportunities for the wider community to invest their capital in companies by
buying company shares. In addition, limited liability companies (PT) are the
most widely used corporate legal entities. They are in great demand by
entrepreneurs (Permatasari,
2020).
According
to Soedjono Dirjosisworo Limited Liability Company or PT is a legal entity
established based on an agreement, conducting business activities with
authorized capital which is entirely divided into shares, and fulfilling the
requirements stipulated in Law no. 40 of 2007 as amended, accompanied by
implementing regulations (Pura
et al., 2018).
UU
no. 40 of 2007 defines a limited liability company (PT) as follows: "A
limited liability company is a legal entity established based on an agreement
that conducts business activities with authorized capital which is entirely
divided into shares and fulfils the requirements stipulated in this law, and it
is implementing regulations".
Limited
Liability Company Establishment Requirements and Procedures
In order to establish a limited
liability company, it must meet the requirements stipulated by Law No. 40 of
2007. These conditions are as follows:
1)
Agreement of two or more people.
2) Made with
an Authentic Deed before a Notary.
3)
Authorized capital
4)
Acquisition of Shares when the Company was Established.
In addition to the requirements
for establishing a PT, a company must also carry out the procedures for
establishing a PT. Five procedures must be followed by a company. The five
procedures are:
1)
Making a written agreement.
2)
Making deed of establishment.
3)
Ratification by the Minister of Justice;
4)
Company Registration.
5) The
announcement in the additional State Gazette.
Advantages
and Disadvantages of Limited Liability Company
The form of a Limited Liability Company (PT) business
entity has advantages and disadvantages. The advantages and disadvantages of a
Limited Liability Company (PT) are as follows:
1.
The advantages include the following:
a.
Has an unlimited lifespan.
b. Separation
of the owner's assets and debts from the company's assets and debts.
c.
Huge financial capabilities.
d.
Long employee work continuity.
e.
The extent of the business sector owned.
f.
Authorities and responsibilities are limited to paid-up capital.
2.
Weaknesses, among others:
a.
Significant tax because PT is a separate tax subject, so it is not
a taxable company. However, dividends distributed to shareholders are also
taxable.
b.
Legal handling is complicated because establishing a PT requires a
notarial deed and special permits for certain businesses.
c.
Relatively high cost of formation compared to other business
entities.
d.
Corporate confidentiality is not guaranteed because every company
activity must be reported to shareholders.
Limited
Liability Company as Legal Entity
In
today's social reality, it is not only humans who are recognized by Law as
legal subjects. In order to meet the needs of humans themselves, now in Law,
recognition is also given to non-humans as legal subjects. The non-human legal
subject is referred to as a legal person. So, a legal entity supports rights
and obligations based on non-human Law, which can sue or be sued by other legal
subjects before the court. There are only two legal subjects: humans
(natuurlijke person) and legal entities (rechtspersoon).
Legal
entities are legal subjects created by humans based on laws, given status as
supporters of rights and obligations, like humans. The characteristics of a
legal entity are (Malaka,
2014) :
a.
own assets that are separate from the wealth of people who run the
activities of the legal entity,
b.
has the rights and obligations of those who carry out the
activities of the legal entity
c.
have a specific purpose
d.
sustainable (has continuity) in the sense that its existence is
not bound to certain people because the rights and obligations still exist even
if the people who carry them out change
According to the provisions of the
Law, the existence of legal entities in Indonesia is classified into three
groups, namely (Kartini
& Sesung, 2019) :
a.
Legal entities formed by the government (state authorities)
Legal
entities formed by the government (state authorities) are public legal entities
that the government deliberately holds for the benefit of the state, such as
state institutions, government departments, autonomous regions, and
regional-owned enterprises (BUMD). This legal entity is commonly referred to as
a public legal entity formed by the government through laws or government
regulations. If formed through Law, a public legal entity is formed by the
president and the People's Representative Council (DPR). If formed through a
government regulation, the formation of a public legal entity is the president
as the head of government.
b.
Legal entities recognized by the government (state authorities)
A
legal entity recognized by the government is a legal entity formed by private
parties or private individuals of the state for the personal interests of the
founders themselves. However, the legal entity is approved by the government
according to Law. The government gave this recognition because Law does not prohibit
the contents of the articles of association, are not contrary to public order,
and the legal entity will not violate the Law. The government gave this
recognition through the ratification of its articles of association. These
legal entities aim to gain profit or social welfare through certain business
activities, such as limited liability companies and cooperatives.
c.
A legal entity that is allowed for a particular purpose is ideal.
Legal
entities that are allowed are legal entities that are not formed by the
government and do not require recognition from the government according to Law,
but are allowed because of their ideal goals in the fields of education,
society, religion, science, humanity, and culture. Such a legal entity is
always in the form of a foundation. To find out whether Law does not prohibit
the statutes of a legal entity, do not conflict with public order and social
deed, a deed containing the articles of association must be drawn up before a
notary because a notary is an official public official who is authorized to
help do authentic deeds based on statutory regulations.
Limited
Liability Company Capital and Shares
PT is
a Capital Partnership explaining that PT is not concerned with the personal
characteristics of the shareholders in PT. Explanation of PT as an association
that does not attach importance to the personality traits of the shareholders
as a goal to distinguish the nature of PT from other business entities, such as
civil partnerships.
In
civil partnerships, including firms and limited partnerships, the partnership
consists of 2 (two) or more people, and some people know each other, such as
friends who have long been known and can be trusted. The main objective of the
PT is to collect as much capital as possible according to the time specified in
the Articles of Association. PT does not care about who will invest in the
company; the most important thing is that the capital specified in the articles
of association can be fulfilled.
To
get profit, the PT must carry out business activities. Considering that a PT is
a capital partnership, the purpose of a PT is to get profit or profit for
oneself. To achieve this goal, PT must carry out business activities. In
contrast to the KUHD, the KUHD mentions running a company, while the UUPT
mentions doing business activities. Legal entities interacting in legal
associations, such as making agreements and conducting certain business
activities, require capital. The legal entity's initial capital comes from the
founder's separate wealth. The initial capital becomes the legal entity's
property, regardless of the founder's wealth. Therefore, one of the main
characteristics of a legal entity such as a PT is the separate assets, namely
separate assets of the personal assets of the founder of the legal entity (Khairandy,
2009).
CONCLUSION
The acquisition process is the process
by which the shareholders of a limited liability company (PT) sell their shares
to the acquirer's shareholders, which changes the status of the shareholders.
This process does not change the status of the limited liability company
itself. The acquired company continues to exist and carry out all company
activities independently. However, the acquisition process is vital because it
relates to purchasing a business unit. It is associated with a relatively large
amount of money and requires the same amount of time. The takeover Limited Liability
Company must fulfil the prospects and targets to be achieved. Although the
acquisition does not require the approval of the Minister of Law and Human
Rights, there is a need to amend regulations regarding the acquisition of
shares in a Limited Liability Company to maintain fairness and avoid selective
quoting in cases of acquisition or merger of shares in a Limited Liability
Company in Indonesia. KPPU must also carry out a more thorough and selective
assessment to avoid jealousy between one another. Notaries have an active role
in the merger and acquisition process because they are parties authorized by
the state to do deeds and assist companies that carry out mergers and
acquisitions. In this process, the Notary may notify the company and KPPU of the
obligation to notify mergers and acquisitions if the value of the assets and
sales has met the threshold and the merger and acquisition has been legally
effective. Therefore, there is a need for coordination between all related
parties to ensure that the acquisition and merger process runs smoothly and
complies with applicable regulations.
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