ABSTRACT
Purpose: The research focuses on studying the implementation of the forced delisting mechanism in go-private corporate actions in Indonesia by comparing studies with other countries, namely the United States and Singapore.
Theoretical framework: The research is projected to produce an ideal concept for implementing the forced delisting mechanism in go-private corporate actions in Indonesia.
Methods: This research is normative legal research. The research approach used is statutory, a conceptual approach, a fact approach, and a comparative approach.
Results and Conclusion: The study results indicate that there are no specific arrangements for implementing the forced delisting mechanism in go-private corporate actions in Indonesia. The results also show that there is no means for comparative studies on implementing the forced delisting mechanism in go-private corporate actions in the United States and Singapore.
Research implications: The ideal concept focuses on the accommodation of special facilities for disposing of shares of companies that carry out forced delisting.
Originality/value: Special arrangements and special listing facilities for forced delisting shares aim to facilitate the implementation of repurchases and prevent potential material losses to retail investors and the company's public shareholders.
Keywords: Forced Delisting, Corporate Action, Go-Private, Indonesia, United States, Singapore.
RESUMO
Objetivo: A pesquisa se concentra em estudar a implementação do mecanismo de retirada forçada em ações corporativas go-private na Indonésia, comparando estudos com outros países, nomeadamente os Estados Unidos e Cingapura.
Estrutura teórica: A pesquisa é projetada para produzir um conceito ideal para implementar o mecanismo de retirada forçada em ações corporativas go-private na Indonésia.
Métodos: Esta pesquisa é pesquisa legal normativa. A abordagem de pesquisa utilizada é estatutária, uma abordagem conceitual, uma abordagem de fatos e uma abordagem comparativa.
Resultados e Conclusão: Os resultados do estudo indicam que não existem disposições específicas para a implementação do mecanismo de retirada forçada da lista em ações corporativas go-private na Indonésia. Os resultados também mostram que não há meios para estudos comparativos sobre a implementação do mecanismo de retirada forçada em ações corporativas go-private nos Estados Unidos e em Cingapura.
Implicações da pesquisa: O conceito ideal se concentra na acomodação de instalações especiais para alienação de ações de empresas que realizam a retirada forçada da lista.
Originalidade/valor: As disposições especiais e os mecanismos especiais de admissão à cotação para a retirada forçada da cotação de ações visam facilitar a realização de recompras e evitar potenciais perdas materiais para os pequenos investidores e para os acionistas públicos da empresa.
Keywords: Exclusão Forçada da Lista, Ação Corporativa, Go-Private, Indonésia, Estados Unidos, Singapura.
1 INTRODUCTION
National economic development is conceptually supported by financing from the government and the private sector, including the community. Funding from the government generally comes from tax revenues and other revenues that can be utilized for strategic sector development in improving people's living standards.3 Obtaining funds is a fundamental element for companies to carry out operational activities so that they can pay attention to the company's equity level remaining stable on a positive curve. Ovtchinnikov argues that delisting is a natural response to anticipating a decrease in the quality of a company's performance.4
Most large-scale companies realize that increasingly fierce business competition encourages companies to diversify products and obtain potential funding to drive sustainable production activities. 5 Product diversification and potential funding gain are conceptually intended to strengthen the company's capital structure quality.6
Strengthening the company's capital structure can be obtained from the Initial Public Offering to public shareholders. IPOs, as a reasonable effort to raise public shareholder funds instantly, are carried out by most companies through a company mechanism that transforms into a go-public company as a public company.7 Explicitly referring to the neoclassical financial corporation theory, it shows that market balance can be created from companies with equity balances that can adapt according to the dynamics of capital market conditions.8
The implementation of going public is projected to encourage public companies to raise significant capital from the market at a relatively low cost, as well as simplify the process of corporate actions such as mergers and acquisitions to increase the company's positive image to the public.9 As part of the implementation of the go-public corporate action, the IPO is an effort to raise public funds as public investors who own shares in the Company.10
However, not all companies are interested in conducting an IPO.11 Most publicly listed companies that have conducted IPOs have reviewed the competitive landscape with competing companies with the conclusion that there is a loss of competition, so this becomes a turning point for companies to conduct voluntary delisting from the stock exchange where the company offers securities to retail investors through a voluntary go-private mechanism.12 Elimination of company listings through forced delisting based on the scope of analysis of company performance based on the monitoring of the stock exchange and regulators for a certain period.13
Meanwhile, in some instances, several companies are forced to carry out forced delisting due to their inability to comply with the provisions of the stock exchange and the capital market regulator of the country where the company offers securities in the form of shares due to the company's inability to meet certain conditions that harm business continuity and cannot meet certain conditions. requirements for listing securities on the stock exchange.14
The forced delisting mechanism in the go-private corporate action is one of the efforts made by the stock exchange and capital market regulators to deal with public companies that have IPOs but do not have adequate capabilities to carry out business activities that result in losses for public shareholders. Several go private actions that several public companies in Indonesia have carried out include:15
The forced delisting mechanism in go-private corporate actions in Indonesia is fundamentally accommodated by issuing the Financial Services Authority Regulation of the Republic of Indonesia Number 3 /POJK.04/2021 concerning implementing Activities in the Capital Market Sector (from now on, referred to as POJK Number 3 of 2021). The substantive clauses governing the implementation of the forced delisting mechanism in go-private corporate actions in Indonesia are regulated in Articles 63 to 89 of POJK Number 3 of 2021. The regulatory schemes are generally divided into two mechanisms: voluntary go private and forced delisting.16
The implementation of voluntary go-private is based on an application from the company to release the listing status on the stock exchange. In contrast, the voluntary delisting is based on an order from the Indonesia Stock Exchange (IDX) and an application by the OJK based on the condition of the company's business continuity assessment which is feared not to be good, so it has the potential to harm the interests of retail investors as public shareholders.
Based on data searches carried out on the website.
The Indonesia Stock Exchange (IDX) did not find any disclosure that specifically stated the status of the company's delisting carried out voluntary go-private or forced delisting.17 In order to strengthen the analysis and the author's argument against the validity of the research data, an internal interview was conducted with one of the IDX employees. Based on the results of interviews, it was found that the inclusion of delisting status on the stock exchange was limited to only listing the types of corporate actions for delisting companies.
Referring to the IDX board data, there are two (2) companies that are affected by the implementation of the forced delisting mechanism due to the company's inability to meet certain conditions that harm business continuity and cannot fulfill the requirements for listing securities on the exchange, including:
a. PT Sigmagold Inti Perkasa Tbk.18
b. Cakra Mineral Tbk.19
c. Borneo Lumbung Energi & Metal Tbk.20
Based on the search for data from the IDX website and interviews with employees of the Financial Services Authority, a strong hypothesis was found that the implementation of the go-private mechanism as a follow-up to forced delisting cannot be separated from various problems, including:
a. The go-private mechanism takes a long time because based on the provisions of Article 69 paragraph (3) in conjunction with Article 64 of POJK Number 3 of 2021, among others, it is regulated that a Public Company must (i) obtain approval from Independent Shareholders, and (ii) repurchase all shares owned by Public Shareholders so that the number of Shareholders becomes less than 50 (fifty) Parties or other number determined by OJK.
This indirectly becomes one of the obstacles in fulfilling the provisions and requires the company to make changes to the Articles of Association (AD) related to changes in status repeatedly if the revocation of the Effective Registration Statement from the Financial Services Authority is not obtained within 6 (six) months after the date of approval of the Minister of Law and Human Rights of the Republic of Indonesia as interpreted a contra rio based on Article 25 of the Law of the Republic of Indonesia Number 40 of 2007 concerning Limited Liability Companies (from now on referred to as the Limited Liability Company Law).
b. The voluntary tender offer process is based on the Financial Services Authority Regulation 54/POJK.04/2015 concerning Voluntary Tender Offers ("POJK Number 54 the Year 2015") in the context of fulfilling the provisions on the number of shareholders that are required to be less than 50 (fifty) parties at the implementation level, which is 'difficult' to do by public companies, especially for companies open with unfavorable financial conditions. The voluntary tender offer process carried out by public companies is generally carried out through a buyback mechanism to public shareholders at a high price offered, nor does it guarantee the company will obtain outstanding shares to meet the number of shareholder compositions as regulated in POJK Number 3 of 2021.
This study focuses on studies using comparative comparisons (benchmarks) with stock exchanges and financial services regulators in the United States and Singapore. This research is projected to be able to produce an ideal prototype for the development of the implementation of the forced delisting mechanism in go-private corporate actions in Indonesia. The study was carried out comprehensively by comparing the pluses and minuses of implementing forced delisting in go-private corporate actions in Indonesia with the United States and Singapore so that this research is expected to be able to improve the implementation of the forced delisting mechanism even better by the stock exchange, financial service regulators, and companies operating in the Indonesian capital market.
2 RESEARCH METHOD
This study focuses on comparing benchmarks with the implementation of the forced delisting mechanism in go-private corporate actions in Indonesia with implementation on the stock exchange and financial services regulators in the United States and Singapore.21 The research uses research methods based on the legal conception of ius constituendum and ius constitutum. The research uses socio-legal research methods by combining research conducted by examining scientific library materials or library research based on verbal information with IDX employees to examine compliance with applicable laws and regulations.22 This research is projected to be able to produce an ideal prototype for the development of the implementation of the forced delisting mechanism in go-private corporate actions in Indonesia.
3 DISCUSSION
3.1 Actual Conditions And Problems In Implementing The Forced Delisting Mechanism In Go-Private Corporate Action In Indonesia
The forced delisting mechanism in a go-private corporate action in Indonesia is an order given by the Financial Services Authority and/or an application by the Indonesia Stock Exchange due to certain conditions of the company being unable, primarily related to business continuity conditions.23
The forced delisting mechanism was initially regulated in Rule Number I-I concerning the delisting and relisting of shares on the stock exchange. According to Number I.I4 of Rule I-I concerning delisting and relisting shares on the stock exchange. Delisting is the delisting of securities listed on the Exchange so that the Securities cannot be traded on the Exchange. The delisting of shares of a listed company from the list of securities listed on the stock exchange may occur due to:
a. Application for delisting of shares submitted by the listed company itself, which is usually called voluntary delisting;
b. The abolition of the listing of shares by the exchange under the provisions of the exchange because it no longer meets the requirements determined by the exchange, which is usually called forced delisting.
Conceptually, forced delisting is an effort to protect the capital market and retail investors. They act as public shareholders of companies that experience certain conditions from legal and financial aspects that have an impact on disrupting the company's business continuity. This condition impacts retail investors who have a small portion of owners who do not have voting rights on corporate actions that will be determined by the majority shareholder as the controlling company.24
PT Sigmagold Inti Perkasa Tbk., Cakra Mineral Tbk., and Borneo Lumbung Energi & Metal Tbk. are some examples of companies that implement a forced delisting mechanism based on IDX orders and/or requests submitted by the OJK against certain conditions of the company in question which disrupts its business continuity and has the potential to harm the interests of public shareholders.
Announcement of the delisting of the stock exchange board by PT Sigmagold Inti Perkasa Tbk., Cakra Mineral Tbk., and Borneo Lumbung Energi & Metal Tbk. based on the company's non-compliance with the Decision of the Board of Directors of the Jakarta Stock Exchange Number: KEP-308/BEJ/07-2004 concerning Rule Number I-I concerning the Delisting and Relisting of Shares on the Exchange. Furthermore, since the promulgation and the effective entry into force of POJK Number 3 of 2021, the forced delisting mechanism is regulated in more detail to accommodate the increasingly complex needs of the company's industry.
The presence of POJK Number 3 of 2021 as a regulation that regulates the implementation of the forced delisting mechanism cannot be separated from various problematic realities. In the author's opinion, the complicated mechanism for implementing the forced delisting under the provisions of POJK Number 3 of 2021 is generally divided into 2 (two) problems, including:25
First, the go-private mechanism carried out through the forced delisting mechanism tends to take a long time, so it requires the company to make changes to the Articles of Association (AD) repeatedly, given the provisions of Article 25 of the Law of the Republic of Indonesia Number 40 of 2007 concerning Limited Liability Companies
Article 25 paragraph (2) of the Limited Liability Company Law generally stipulates that companies must revise their articles of association within 6 (six) months. Most of the companies that held the Independent General Meeting of Shareholders (GMS) were constrained by a short period of 6 months, even though the summons of parties who became shareholders took a long time, resulting in repeated changes to the Company's Articles of Association which resulted in a shortage of operational costs for the company.26 Recurring amendments to the Company's Articles of Association is an obligation that must be carried out by a public company that wants to make an effective registration statement submitted to the supervisory agency in the capital market sector for a Public Company under the provisions of Article 25 number (1) letter a of the Limited Liability Company Law.27
Second, the voluntary tender offer process carried out based on POJK Number 54 of 2015 in order to fulfill the provisions on the number of shareholders required to be less than 50 (fifty) parties at the implementation level is 'difficult' to do by a public company, especially for a public company with poor financial conditions. Good.28 The voluntary tender offer process carried out by public companies is generally carried out through a buyback mechanism to public shareholders at a high price offered, nor does it guarantee the company will obtain outstanding shares to meet the number of shareholder compositions as regulated in POJK Number 3 of 2021.
Fulfilling the number of shareholders required of less than 50 parties tends to be difficult for public companies that experience unfavorable financial conditions-considering that additional costs are needed to find company shareholder data that is not listed on the stock exchange. Companies that want to implement a forced delisting mechanism as part of a goprivate corporate action generally track the company's public shareholders listed in the database of the Securities Administration Bureau (BAE), PT Kustodian Sentral Efek Indonesia (KSEI), and the Indonesia Stock Exchange (BEI).29
Retail investors who play the role of public shareholders of companies that carry out forced delisting generally act as minority shareholders.30 Retail investor share listing data is not all listed explicitly in the BAE, KSEI, and BEI listing databases, which becomes an additional problem for companies that carry out forced delisting so that in concrete implementation, companies often use third-party services in tracking the identities of public shareholders, which can lead to additional operating costs for the company.
3.2 Ideal Analysis Design in Resolving Problems with the Implementation of the Forced Delisting Mechanism in Go-Private Corporate Action in Indonesia
The problem of implementing the forced delisting mechanism in go-private corporate actions in Indonesia is something that cannot be avoided. The problem with the go-private mechanism as a follow-up to forced delisting in Indonesia, which is the focus of the study by conducting a comparison study (benchmarking) with the capital market stock exchanges and financial regulators in the United States and Singapore, against the background of the similarity of the capital market regulatory systems in the three countries.31 The problem of the forced delisting mechanism in go-private corporate actions cannot be avoided. The problem of the go-private mechanism as a follow-up to forced delisting in Indonesia, which is the focus of the study in this research, consists of 2 (two) crucial points according to the problems that have been described.32
The First Ideal Analysis Design departs from the problem of repeated changes to the Articles of Association (AD), considering the provisions of Article 25 paragraph (2) of the Limited Liability Company Law. The problem of repeated AD amendments is motivated by the provisions of Article 25 paragraph (2) of the Limited Liability Company Law, which reads as follows:
"If the Company registration statement as referred to in paragraph (1) letter a does not become effective or the Company that has submitted a registration statement as referred to in paragraph (1) letter b does not carry out a public offering of shares, the Company must revise its articles of association within 6 (six) months after the date of the Minister's approval."
Article 25 paragraph (2) of the Limited Liability Company Law is an essential reference for implementing the obligation to change the AD of a company that wishes to change the status of a public company to a closed company. Amendments to AD that are made repeatedly are an obligation that must be carried out by a public company that wants to make an effective registration statement submitted to a supervisory agency in the capital market sector for the Public Company under the provisions of Article 25 paragraph (2) of the Limited Liability Company Law.
However, there is a provision in Article 38 paragraph (1) of the Limited Liability Company Law that can be used as a reference used in the ideal analysis of the resolution of problems regarding changes to the Company's Articles of Association which is carried out repeatedly under the obligations contained in Article 25 paragraph (2) of the Company Law. Limited. The provisions of Article 38 paragraph (1) of the Limited Liability Company Law read as follows:
"The repurchase of shares as referred to in Article 37 paragraph (1) or further transfer thereof may only be carried out based on the approval of the GMS unless otherwise stipulated in the laws and regulations in the capital market sector."
Article 38 paragraph (1) of the Limited Liability Company Law expressly states that the repurchase of shares as referred to in Article 37 paragraph (1) or further transfers may only be made based on the approval of the General Meeting of Shareholders. There are exceptions for not obtaining approval General Meeting of Shareholders regarding the plan to repurchase shares and/or other transfers made.
The clause 'unless otherwise stipulated in the laws and regulations in the capital market' is an exception to implementing the provisions that must be underlined. Exceptions to the approval of the GMS for share repurchase or further transfer of said shares can be made through other regulations in the capital market sector. OJK is the agency that has the task of regulating and supervising the Capital Market sector under the clause in Article 6 letter b of the Law of the Republic of Indonesia Number 21 of 2011.
The authority of the OJK as the agency that regulates and supervises activities in the Capital Market sector should be maximized in regulating the provisions for amendments to the Company's Articles of Association related to changes in the status of a public company to a closed company which is exempt from the Limited Liability Company Law with other regulations in the capital market sector. Establishment of new provisions that can accommodate changes to the Company's Articles of Association related to changes in the status of a public company to a closed company which is exempt from the obligation to amend the Company's Articles of Association, namely 25 paragraph (2) of the Limited Liability Company Law.33
The formation of a new regulation adopting the concept of "lex specialis derogat legi generalis" is one of the ideal solutions that can be used to resolve the recurring problems of changing the Company's Articles of Association. Establishing regulations that can exclude the obligation to transfer the Company's Articles of Association is an effort to minimize the operational cost deficiency required to change the Company's Articles of Association.
Second Ideal Analysis Design, the problem of fulfilling the provisions on the number of shareholders who are required to be less than 50 parties at the implementation level is 'difficult' to be carried out by public companies, especially for companies with unfavorable financial conditions.34 The voluntary tender offer process carried out by public companies is generally carried out through a buyback mechanism to public shareholders at a high price offered, nor does it guarantee the company will obtain outstanding shares to meet the number of shareholder compositions as regulated in POJK Number 3 of 2021.
Obstacles to going private as a follow-up to forced delisting based on the IDX's application have problems repurchasing shares if a public company is delisted or not listed on the IDX. IDX, the regulator, authorized in the listing of securities, can regulate and accommodate specifically in the delisting/relisting provisions relating to the distribution of shares that have been forced delisted and are requested to be revoked effectively on the Registration Statement to the OJK. Relaxation/suspension in the form of relisting for a particular time which is specifically regulated in the implementation of share buybacks to fulfill the number of shareholder composition as regulated in Law of the Republic of Indonesia Number 8 of 1995 concerning Capital Markets and POJK Number 3 of 2021.
Fulfilling the number of shareholders required of less than 50 parties tends to be difficult for public companies that experience unfavorable financial conditions-considering that additional costs are needed to find company shareholder data that is not listed on the stock exchange. Companies that want to carry out a forced delisting mechanism generally track the company's public shareholders listed in the database of the Securities Administration Bureau (BAE), PT Kustodian Sentral Efek Indonesia (KSEI), and the Indonesia Stock Exchange (IDX). Shareholders who are not listed in the BAE, KSEI, and IDX are an additional problem for the company because they have to use a third party's services to track these public shareholders, which incurs additional costs for the company.
The study uses a comparison (benchmark) with financial services regulators in the United States and Singapore. Based on the data that the authors found, there were no specific regulations governing the implementation of go-private as a follow-up to forced delisting by financial services regulators in the United States and Singapore. Therefore, the authors compare the implementation implemented by the regulator with exchanges in Indonesia, the United States, and Singapore.
The following is an explanation of the Comparison of Forced Delisting Criteria data in Indonesia, the United States, and Singapore:
The IDX has fundamentally provided an opportunity for investors to trade their securities, which is mentioned in Rule Number I-I concerning delisting and relisting. The regulation allows issuers to trade securities after the company is delisted for 20 (twenty) Exchange days. However, this arrangement has not been able to protect the interests of investors fully. A permit and an objective assessment from the IDX are required to trade these securities. This means that the IDX can treat issuers who experience forced delisting sanctions differently.
While implementing Indonesia, the IDX assesses that companies do not need to be allowed to trade their securities, so investors must struggle or make their efforts to sell their shares outside the stock exchange. In contrast to Indonesia, the United States has practically provided Over-The-Counter (OTC) for companies experiencing forced delisting. Companies that experience forced delisting can automatically register their companies to sell shares on OTC. OTC provides trading services through a network of broker-dealers similar to securities companies that play a role outside the stock exchange with the authorization to involve equity, debt instruments, and derivatives. The most commonly used OTC service in the United States is Pink Sheets.
A comparison of countries that have not implemented regulations and opportunities for investors in trading securities can also be found in the Singapore Capital Market. The Singapore Capital Market (SGX-ST) does not regulate the opportunity for investors to trade their shares on the stock exchange after the company is forced to be delisted. The problem faced by the company is conceptually related to the opportunity that is not given to investors to sell shares to issuers and/or broker-dealers who act as intermediary securities for the shares offered.35
IDX should consider the OTC implementation that the United States Capital Market has implemented in providing concessions for shares that are still listed on the stock exchange. The relaxation of shares of public companies that are ordered to do forced delisting is intended to facilitate the fulfillment of the number of parties acting as shareholders. Obstacles in fulfilling the number of parties based on data that the company must meet tend to be difficult if the shareholders who are the target 'target' are not listed on the stock exchange.
The study recommends that the IDX can provide a means to open a share listing to specifically accommodate shares traded by companies that are declared forced delisting within a certain period to make it easier for investors to sell shares. The company is also expected to make share buybacks more easily to investors with public shareholders without further tracking, considering that there is a means of trading these shares based on the comparison data above that the NASDAQ has carried out.
Therefore, the IDX is deemed necessary to provide special arrangements in providing ideal facilities for investors to protect the interests of investors by providing opportunities for investors to sell shares to issuers and/or broker-dealers who act as intermediary securities for the shares offered. Concerns about the difficulty of correspondence between investors, shareholders and companies, and/or broker-dealers are the main focus of consideration for the need for special regulatory facilities. It is hoped that this research can be used as an ideal analytical design in dealing with some of the main problems of go-private as a follow-up to forced delisting in Indonesia. This research also has a limited scope of study that needs further development to resolve the problems of the go-private mechanism as a follow-up to forced delisting in Indonesia.
4 CONCLUSION
The actual condition of the complex forced delisting mechanism in go-private corporate actions in Indonesia is generally related to the constraints of repeated amendments to the Articles of Association and the difficulty of fulfilling parties acting as shareholders in the company and the interests of investors. The proposal for an ideal analysis design in solving the problems of implementing the forced delisting mechanism in go-private corporate actions in Indonesia is based on a comparison of studies with the United States and Singapore with the development of suggestions in the form of recommendations for ideal prototypes of means to open share listings to specifically accommodate shares traded by companies that are declared forced delisting within a certain period to make it easier for investors to sell shares. Stock exchanges and financial services regulators are deemed necessary to provide special recording facilities for the allocation of forced delisting shares through the buying and selling of shares to issuers and/or broker-dealers who act as intermediary securities for the shares offered. Concerns about the difficulty of correspondence between investors, shareholders and companies, and/or broker-dealers are the main focus of consideration for the need for a particular means of listing forced delisting shares. It is hoped that this research can be used as an ideal analytical design in dealing with some of the main problems of go-private as a followup to forced delisting in Indonesia. This research also has a limited scope of study that needs further development to resolve the problems of the go-private mechanism as a follow-up to forced delisting in Indonesia.
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29 Pujiyono, Jamal Wiwoho, and Kartika Laksmitasari, 'The Effectiveness of Customer Complaint Resolution Facilitation Program by Financial Service Authority', International Journal of Economic Research, 14.5 (2017), 71 - 86.
30 Suwadi and others.
31 Fx Hastowo and Broto Laksito, 'Policy Discrimination against the Minority Group of Flows of Believers Citizens in Indonesia : An Administrative Justice Perspective', Journal of Law, Environmental and Justice, 1.1 (2023), 36-49.
32 Novita Alfiani and Nesita Anggraini, 'The Theory and Practise of Legal Feminism : Examining Its Impact on the Representation of Women in Indonesia', Journal of Law, Environmental and Justice, 1.1 (2023), 1-18.
33 Matthew Marcellinno and M Yazid Fathoni, 'The Establishment of Simple Lawsuit Rules in Business Disputes in Indonesia : An Challenge to Achieve Fair Legal Certainty', Journal of Law, Environmental and Justice, 1.1 (2023), 19-35.
34 Rizal Akbar Aldyan, 'The Impact of Climate Change on Water Resources', Journal of Law, Environmental and Justice, 1.1 (2020), 50-63.
35 Hanita Mayasari, 'A Examination on Personal Data Protection in Metaverse Technology in Indonesia : A Human Rights Perspective', Journal of Law, Environmental and Justice, 1.1 (2023), 64-85.
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Abstract
Purpose: The research focuses on studying the implementation of the forced delisting mechanism in go-private corporate actions in Indonesia by comparing studies with other countries, namely the United States and Singapore. Theoretical framework: The research is projected to produce an ideal concept for implementing the forced delisting mechanism in go-private corporate actions in Indonesia. Methods: This research is normative legal research. The research approach used is statutory, a conceptual approach, a fact approach, and a comparative approach. Results and Conclusion: The study results indicate that there are no specific arrangements for implementing the forced delisting mechanism in go-private corporate actions in Indonesia. The results also show that there is no means for comparative studies on implementing the forced delisting mechanism in go-private corporate actions in the United States and Singapore. Research implications: The ideal concept focuses on the accommodation of special facilities for disposing of shares of companies that carry out forced delisting. Originality/value: Special arrangements and special listing facilities for forced delisting shares aim to facilitate the implementation of repurchases and prevent potential material losses to retail investors and the company's public shareholders.