Analisis Yuridis Tindakan Backdoor Listing melalui Proses Akuisisi Perusahaan Terbuka sebagai Alternatif Go Public (Studi Kasus PT Pratama Abadi Nusa Industri Tbk)

Abstract

Companies aiming to be listed on the stock exchange often resort to backdoor listing by acquiring a publicly listed company. This approach streamlines the process compared to an Initial Public Offering (IPO), as the acquiring private company gains control over the public entity. However, the lack of specific regulations governing this practice in Indonesia raises concerns about potential harm to various stakeholders. The research employs a normative juridical method, using secondary data comprising primary, secondary, and tertiary legal materials. Data collection was conducted through literature reviews, including books and journals. The findings indicate that backdoor listing is an attractive alternative for private companies in Indonesia to go public without undergoing the complex and costly IPO process. Companies also exploit this method to bypass the public disclosure requirements mandated by the Capital Market Law (UUPM). Furthermore, the absence of regulations specific to backdoor listing in Indonesia poses significant risks, particularly to minority investors and independent shareholders. This research identifies PT Multi Artha Pratama’s (MAP) acquisition of PT Pratama Abadi Nusa Industri Tbk (PANI Tbk) as a case of backdoor listing, as it resulted in a change of corporate control. After the acquisition, PANI Tbk underwent restructuring, transitioning from the tin can packaging sector to property, along with changes in management and renaming the company as Pantai Indah Kapuk Dua Tbk. While backdoor listing offers time and cost advantages, the lack of specific regulation in Indonesia may expose minority investors to risks. These findings align with the criteria outlined in the Hong Kong Stock Exchange (SEHK) Consultation Paper.