Analisis yuridis transaksi material perusahaan terbuka dalam divestasi anak perusahaan pma = Legal analysis on material transaction of public listed company in the divestment of the subsidiary of foreign investment company

Djaja, Susanto (2004) Analisis yuridis transaksi material perusahaan terbuka dalam divestasi anak perusahaan pma = Legal analysis on material transaction of public listed company in the divestment of the subsidiary of foreign investment company. Masters thesis, Universitas Pelita Harapan.

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Abstract

The Foreign Investment Company ("FIC") of which the significant part of its shares owned by domestic company that shall be acquired up to 100% by foreign shareholders because it is valued as very strategic. The domestic shareholders are also interested to divest their shares in the FIC because the offered price is high. A Public Listed Company ("PLC") owns the shares of the domestic shareholders. Questions that may arise out of, whether there is enough academic study to analyze this divestment transaction or practical study is also needed; which legal provisions that must be applied by the PLC due to the fact that the divestment transaction performed by the subsidiary is included material transaction; and whether this divestment transaction follow the principles of first right of refusal. The Research Method utilizes normative method with the approach of analytical description. The Result of writer's analysis shows that the scope of business of such FIC is not listed in the Negative List consequently the portion of share ownership of foreign entity can be up to 100% and for the change of the share ownership must first obtain approval from the chairman of BKPM. As a PLC it is required to comply with the provisions Bapepam Rule Number IX.E.2 regarding Material Transaction and Core Business Shifting. This share divestment transaction constitutes Material Transaction because the value exceeds one of the criteria, namely 10% from revenues or 20% from equity. Therefore a PLC is required to obtain approval from General Meeting of Shareholders ("GMS") of which must appoint Independent Party to perform valuation and give advise on the feasibility of the transaction value; to announce in a daily newspaper of which has a nation wide circulation and submit to Bapepam at the latest 28 days prior to GMS. In performing the valuation and feasibility of the transaction of the share divestment, such Independent Party needs to utilize practical study inter-alia to utilize share valuation method of which generally utilized by financial practitioners until such financial practitioners are able to give advice. And due to the type of the legal entity of the FIC is Limited Liability Company then must also comply with the principle of first right of refusal. This principle constitutes a protection for the existing shareholders that possess the first right of refusal. When the existing shareholders are not interested the shares can be offered to the employee and third parties pursuant the Company Law. The Key words in this thesis are: Negative List, Material Transaction, Conflict of Interest, Disclosure, Good Corporate Governance and First Right of Refusal

Item Type: Thesis (Masters)
Creators:
CreatorsNIMEmail
Djaja, Susanto59020069UNSPECIFIED
Contributors:
ContributionContributorsNIDN/NIDKEmail
Thesis advisorSoerodjo, IrawanNIDN8873470018UNSPECIFIED
Additional Information: T 59-02 DJA a
Subjects: K Law > K Law (General)
Divisions: University Subject > Current > Faculty/School - UPH Karawaci > Faculty of Law > Master of Law
Current > Faculty/School - UPH Karawaci > Faculty of Law > Master of Law
Depositing User: Ms Devy Christiany Zega
Date Deposited: 18 Jan 2021 08:11
Last Modified: 07 Jan 2022 09:16
URI: http://repository.uph.edu/id/eprint/13325

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