On April 2026, the M&A Practice Team of METALAW have contributed to the 10th Edition of The Legal 500 M&A Comparative Guide specifically in the Indonesia Chapter, published by The Legal 500 which has been analysing law firms across the world.
Under this publication, METALAW provides an overview of M&A matters in Indonesia, which was covered through 28 questions in a Q&A format provided by Richard Hall of Cravath, Swaine & Moore.
This publication answers 28 topics describing the current condition of M&A in Indonesia, which includes questions regarding specific M&A problems, compliances, and trends. The issues discussed in this publication mainly focuses on:
- The principal legal and regulatory framework governing M&A transactions in Indonesia, including the specific regulation that shall be considered in M&A transaction such as regulations issued by the Ministry of Law, the Ministry of Investment, the Financial Services Authority (OJK).
- The current condition of the Indonesian M&A market, covering the impact of regulatory reforms, economic uncertainty, and government initiatives aimed at attracting investment through business acquisitions.
- Recent sectoral trends in Indonesian M&A activity, highlighting active industries such as fintech, renewable energy, electric vehicles, and sectors benefiting from ESG-driven investment policies.
- The main factors expected to influence Indonesian M&A activity in the near future, including global economic uncertainty, the establishment of Indonesia’s sovereign wealth fund (Danantara), and the importance of regulatory certainty for investors.
- The acquisition mechanisms available for public companies in Indonesia, including share acquisitions, rights issues, mandatory tender offers, and exemptions from tender offer requirements under OJK regulations.
- The scope of due diligence and disclosure obligations in Indonesian M&A transactions, covering publicly available corporate information, disclosure obligations for listed companies, and customary legal, financial, and tax due diligence practices.
- The corporate approval process and governance requirements for M&A transactions, including the roles of the General Meeting of Shareholders, the Board of Directors, and the Board of Commissioners in approving M&A transaction.
- The protections available to employees and minority shareholders in an M&A transaction, including employee notification requirements, dissenting shareholder rights, mandatory buyback obligations, and shareholder remedies under Indonesian Company Law.
- The contractual protections and transaction structures commonly used in Indonesian acquisitions, including conditional sale and purchase agreements, exclusivity clauses, break-up fees, representations and warranties, and post-closing obligations.
- The tax implications and transactional formalities applicable to share transfers in Indonesia, covering notarial requirements, disclosure obligations, income tax treatment for domestic and foreign sellers, and special tax rules for transfers involving public companies or offshore holding structures.
The publication of this Comparative Guide of The Legal 500 by METALAW M&A Practice Team provides answers to the current frequently asked questions in relation to the M&A in Indonesia. METALAW has also contributed to several other articles which discussed Indonesia’s current trend and development of law in Conventus Law.
For further information, please contact:
MetaLAW, Legal & Tax Consultant, Jakarta, Indonesia
general@metalaw.id
