Multiple Interpretations of Determining The Reasonable Price of Shares In The Process of Acquiring Rural Banks (BPR)
I Kadek Andika Saputra (a), Johanes Ibrahim Kosasih (b), I Nyoman Sujana (c)

a) Student of Master of Notary, Warmadewa University, Jalan Terompong No. 24, Denpasar, Bali 80239, Indonesia.
b), c) Lecturer of Master of Notary, Warmadewa University, Jalan Terompong No. 24, Denpasar, Bali 80239, Indonesia.

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 demand the Company or BPR to purchase their shares at a reasonable 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. The focus of the study in this article is to examine the legal protection of Minority Shareholders in the acquisition process related to the reasonable price mandated in laws and regulations. This research employs Normative Legal Research Method. As analytical tools, the Theory of Legal Certainty and Legal Protection, the Statute Approach, and the Analytical and Conceptual Approach are utilized. Based on the analysis, it can be concluded that Article 62 UUPT and Article 29 POJK No. 21/2019, gives rights to Minority Shareholders, to demand the Company or BPR to purchase their shares at a reasonable 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 provide legal certainty and protection to Minority Shareholders, 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.

Keywords: Legal Protection, Minority Shareholders, Acquisition, Rural Bank (BPR)

Topic: Law on Business, Business Competition, and Prohibition of Monopoly