Farida Law Office can engage in a different spectrum of Merger & Acquisition (M&A) across public and private industries of all sizes. Our broad and diversified practice enables us to gain expertise in various fields of law and industries that are critical to M&A execution, all while ensuring full compliance. The Indonesian M&A market is a dynamic and attractive landscape for both domestic and foreign investors seeking to expand their market share, integrate new technologies, or acquire local expertise.

Executing a successful M&A transaction in Indonesia can be complex due to several legal and regulatory hurdles. Common issues our clients face include:

• Legal Due Diligence: The process of uncovering hidden liabilities in a target company, such as pending lawsuits, labor disputes, or undisclosed tax issues, is critical but can be challenging.

• Regulatory Approvals: M&A deals often require approval from various government bodies, including the Ministry of Law and Human Rights and, for larger transactions, the Business Competition Supervisory Commission (KPPU).

• Shareholder and Creditor Rights: Ensuring the rights of minority shareholders and creditors are protected throughout the transaction is a key legal requirement that, if mishandled, can lead to litigation.

• Compliance with Public Offerings: For public company acquisitions, there are strict rules related to tender offers and market disclosure that must be followed.

Our work is governed by the core Indonesian laws that provide the legal framework for M&A:

• Law No. 40 of 2007 on Limited Liability Companies (UUPT): This is the foundational law for corporate actions in Indonesia. It outlines the specific procedures for mergers, consolidations, and acquisitions, including shareholder approval requirements and public announcements.

• Law No. 5 of 1999 on the Prohibition of Monopolistic Practices and Unfair Business Competition: This law gives the KPPU the authority to review mergers and acquisitions to prevent market monopolization and anticompetitive behavior.

• Capital Market Laws and Regulations: For public companies, the Financial Services Authority (OJK) and the Indonesian Stock Exchange (IDX) impose strict regulations on M&A transactions.

We apply our expertise by conducting a meticulous legal due diligence process to uncover and mitigate potential risks. We navigate the intricate web of regulatory approvals, working closely with the relevant authorities, including the KPPU, to ensure your transaction proceeds smoothly and compliantly. Our team provides comprehensive counsel on all transaction documents, from the Letter of Intent to the Share Purchase Agreement, ensuring they are drafted to protect your interests. We advise on the specific requirements of the UUPT to ensure that all corporate actions, including resolutions by the General Meeting of Shareholders, are legally sound. Our end-to-end service ensures that all aspects of your deal are managed, from initial structuring to post-merger integration.

In a high-stakes environment like M&A, legal foresight and precision are non-negotiable. Farida Law Office combines a deep understanding of Indonesia's corporate and competition laws with a proactive approach to due diligence and compliance. We empower you to navigate complex transactions with confidence, ensuring that your deal is not only successful but also legally secure.