Written by:Defian Putri Tiara(Law Student, Universitas Terbuka)

Before discussing Legal Protection for Customers from Bank Acquisitions, we should understand what Legal Protection is. Legal protection is the process of safeguarding the rights and interests of individuals or organizations in society by ensuring that applicable laws and regulations are implemented and adhered to. This involves applying existing laws and regulations to ensure that a person's rights are not violated, and to enforce accountability for those who break the law. Literacy Friends can also read a more detailed discussion regardingUnderstanding Legal Protection and Law Enforcement You Must Know.

What is a Bank Acquisition?

A bank acquisition is a process where a bank buys or acquires another bank. The goal is to expand market reach, improve technological capabilities, strengthen competitive position in the market, or acquire valuable resources. Bank acquisitions can be a way for banks to expand their business quickly and efficiently, without having to go through a lengthy and time-consuming business network development process. In a bank acquisition, the two bank entities will work together to determine how business integration will be carried out, including how they will address regulatory and operational issues.

Bank acquisition is one part of restructuring or efforts to improve bank management. However, these improvement efforts often face rejection from customers due to concerns that the funds deposited in the bank will be lost if restructuring is carried out.

Does a bank actually need to obtain approval from customers for the acquisition process?

To answer this question, referring to Government Regulation of the Republic of Indonesia No. 28 of 1999 states that an acquisition is carried out by taking over all or part of the shares which results in the transfer of control of the Bank to the acquiring party (Article 9 paragraph (1)). Thus, an acquisition is defined as the transfer of part or all of the shares and results in the transfer of bank control.

Furthermore, Article 10 states that to obtain an Acquisition permit, it is mandatory to fulfill the requirements, one of which is having obtained approval from the General Meeting of Shareholders (RUPS) of the Bank to be acquired or a similar meeting from a Bank that is not a Limited Liability Company as referred to in Article 7. And Article 7 states the following:

  1. Merger, Consolidation and Acquisition can only be carried out with the approval of the General Meeting of Shareholders for Banks in the form of Limited Liability Companies or similar meetings for Banks in other legal forms.
  2. Mergers, Consolidations and Acquisitions are carried out based on decisions of the General Meeting of Shareholders which are attended by shareholders representing at least ¾ (three quarters) of the total number of shares with valid voting rights and approved by at least ¾ (three quarters) of the number of shareholders present.
  3. For Banks in the form of Public Companies, if the requirements as referred to in paragraph (2) are not met, then the attendance requirements and decision-making are determined in accordance with the laws and regulations in force in the Capital Market sector.

In the author's opinion, based on the information contained in Law No. 28 of 1999, it can be concluded that the bank acquisition process can or can be done if approval has been obtained from the General Meeting of Shareholders (RUPS) of the banking itself. If minority shareholders and creditors do not approve the acquisition, the disapproval is conveyed in the GMS to obtain a resolution. This means that the acquisition is not based on customer approval but is carried out with the approval of the GMS.

When an acquisition is about to be carried out, the credibility of the prospective acquiring party is first examined through financial reports, and Article 4 states that a bank acquisition carried out on the initiative of the Bank concerned must obtain an acquisition permit from the Head of Bank Indonesia. In the case of the acquisition above, the acquisition process that was carried out had been examined in detail so that it obtained a permit from the Head of BI and the acquisition took place, so there is no need to doubt the credibility and capabilities of the bank acquirer.

And actually, when a bank acquisition process occurs, it does not cause customer savings to disappear because the acquisition is actually for the purpose of improving banking and changing synergy. In carrying out an acquisition, the bank has of course paid attention to corporate action by paying attention to the impact of the acquisition on the interests of the bank, employees, minority shareholders, bank creditors, the interests of the general public and related to legal protection for the parties concerned, including healthy business competition carried out by the bank. This is as stated in Article 5 of PP No. 28 of 1999.

What are the Disadvantages for Bank Customers Whose Banks are Acquired?

In a bank acquisition, customers usually do not directly experience losses. However, there are several things that can affect customers, such as:

  1. Changes in products and services: After the acquisition, the acquiring bank may decide to eliminate some products and services that were previously available to customers.
  2. Changes in rates and fees: The acquiring bank may decide to change rates and fees for some products and services, such as account maintenance fees, transfer fees, etc.
  3. Changes in branch network: The acquiring bank may decide to close some branches, or move customers to other branches. This can make customers feel uncomfortable and cause inconvenience for them.
  4. Changes in systems and procedures: The acquiring bank may decide to change operational systems and procedures, which can make it difficult for customers to carry out transactions.

However, there is also the possibility that a bank acquisition can provide benefits for customers, such as access to new products and services, the latest technology, etc. Therefore, customers must pay attention to the changes that occur after a bank acquisition and ensure that they understand how these changes affect their position.

*This article is the personal opinion of the author and does not represent the views of the editors Legal Literacy Indonesia.