Multiple Interpretations of Determining the Reasonable Price of Shares in the Process of Acquiring Rural Banks (BPR)

DOI

10.2991/978-2-38476-180-7_66How to use a DOI?

Keywords

Legal Protection; Minority Shareholders; Acquisition; Rural Bank (BPR)

Abstract

This article analyzes the multiple interpretations of determining the reasonable price of shares in the BPR acquisition process. Minority Shareholders who oppose the BPR Acquisition process, have the right to request that the Company or BPR buy their shares from them at a fair price. However, the phrase “reasonable price” of shares in question is not clearly defined in both UUPT and POJK No. 21/2019 concerning Mergers, Consolidations, and Acquisitions of BPRs and BPRS, so this creates a blurring of norms and does not provide guarantees of certainty and legal protection for opposing minority shareholders. Examining the legal protection of minority shareholders in the purchase process in relation to the fair price required by laws and regulations is the main objective of the study in this article. The Normative Legal Research Method is used in this study. As analytical tools, the Theory of Legal Protection and Legal Certainty the Statute Approach, and the Analytical and Conceptual Approach are utilized. The analysis leads to the conclusion that Article 62 UUPT and Article 29 POJK No. 21/2019, gives rights to Minority Shareholders, to demand the Company or BPR to obtain their stock at a fair price. However, the phrase “reasonable price”, on the other hand, creates a blurring of norms, resulting in a lack of legal protection. On one hand, Majority Shareholders with dominant voting rights can determine the reasonable price of shares following their preference based on the GMS, while on the other hand, Minority Shareholders with fewer voting rights will feel disadvantaged and be compelled to comply with the GMS's decisions. According to the Researcher, to give Minority Shareholders legal security and protection, the determination of the fair price of shares must be adjusted to market value, which is determined through an appraisal agency that is independent and not affiliated with the Company.

Copyright

© 2023 The Author(s)

Open Access

Open Access This chapter is licensed under the terms of the Creative Commons Attribution-NonCommercial 4.0 International License (http://creativecommons.org/licenses/by-nc/4.0/), which permits any noncommercial use, sharing, adaptation, distribution and reproduction in any medium or format, as long as you give appropriate credit to the original author(s) and the source, provide a link to the Creative Commons license and indicate if changes were made.

Download article (PDF)

TY  - CONF
AU  - I Kadek Andika Saputra
AU  - Johanes Ibrahim Kosasih
AU  - I Nyoman Sujana
PY  - 2023
DA  - 2023/12/31
TI  - Multiple Interpretations of Determining the Reasonable Price of Shares in the Process of Acquiring Rural Banks (BPR)
BT  - Proceedings of the International Conference on “Changing of Law: Business Law, Local Wisdom and Tourism Industry” (ICCLB 2023)
PB  - Atlantis Press
SP  - 615
EP  - 623
SN  - 2352-5398
UR  - https://doi.org/10.2991/978-2-38476-180-7_66
DO  - 10.2991/978-2-38476-180-7_66
ID  - Saputra2023
ER  -