The Legal Practice of Corporate Takeover and Mandatory Tender Offer (MTO) in the Indonesian Capital Market

The number of takeover transactions is relatively less compared to other corporate actions bypublicly-listed companies, (e.g. IPOs, rights issues, or material transactions). There is no researchthat explains or contextualizes this fact, but one may speculate that this may be due to (a) the existenceof block-holders in Indonesia’s corporate structure profile (structural barrier) or (b) because itis costly to carry out a takeover in light of the existing Mandatory Tender Offer (MTO) requirements(legal barrier). This article focuses on the latter problem, aiming to address the practical and legalissues pertaining to takeover transactions in Indonesia with respect to the existence of the MTO.Pursuant to the prevailing rule, in a takeover of publicly-listed companies that results in a change ofcontrol, a MTO/mandatory bid requirement must be followed with the potential acquirer making anoffer to purchase all of the remaining shares of the target company according to a certain minimumprice formula. Specifically the article discusses practical and creative strategies that prospectivecontrollers employ to avoid the mandatory bid/MTO requirement, and how these strategies impactthe principle of minority shareholders’ protection