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In brief

The Indonesian Competition Commission (Indonesian acronym “KPPU“) has issued a regulation revoking the policy that extended the deadline for merger filings to 60 working days since closing, from 30 working days. The original deadline will be applicable effective 1 May 2022.

Since November 2020, the authority has been implementing relaxation policies for competition matters due to the COVID-19 pandemic, including the extended deadline for merger filings.


In more detail

The relaxation policies were set out in KPPU Regulation No. 3 of 2020 (“KPPU Regulation 3/2020“) on the Relaxation of Law Enforcement on Monopolistic Practices and Unfair Business Competition and the Supervision of Partnerships in Order to Support the National Economic Recovery Program.

Under KPPU Regulation No. 3 of 2020, the relaxation applies in three situations:

  1. Allowing businesses to request the KPPU not to take actions against certain conduct that otherwise would be regarded as potential violations of competition law, such as agreements, activities and/or usage of dominant positions
  2. Extending the merger control filing deadline from 30 working days to 60 working days since the closing of the transaction
  3. Extending the time for business actors to implement the orders provided in written warnings related to cooperation activities to 30 days for each written warning

For further information on the relaxation policy, please refer to our previous publication here.

Given the improved situation in Indonesia, the KPPU has issued KPPU Regulation No. 2 of 2022 (“KPPU Regulation 2/2022“), which revokes the entirety of KPPU Regulation 3/2020. However, there is no further detail on the enforceability of this revocation. For instance, for merger control filing, this regulation does not specify that transactions that close 31 working days before 1 May 2022 or earlier are still covered by the previous relaxation policy. There is a possibility that individual exemption would still be available upon request to KPPU, but this possibility is untested.

What is clear is that the original shorter deadline applies in all transactions that close on 1 April 2022 or later, considering that the 30th working day after 1 April will be after 1 May 2022.

The implementation of this regulation still needs to be monitored, but it is clear that acquiring parties now have much less time to prepare their notification to KPPU. Acquiring parties should start preparing for this notification at an earlier stage, if possible even before closing has taken place.

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Author

Wimbanu Widyatmoko is a senior partner in Mergers & Acquisitions Practice Group. He has experiences in handling various legal corporate/commercial issues, corporate Indonesian tax and international tax planning on inbound and outbound investment. Wimbanu has been consistently ranked as a leading lawyer by leading legal directories, such as Chambers Asia, Asia Pacific Legal 500, AsiaLaw Profiles and International Tax Review for several years.

Author

Mochamad Fachri is an Associate Partner in Baker McKenzie, Jakarta office.

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