Legal Services

legal-services

 

Our core specialist legal services are in these areas:

Banking & Finance

We have represented and advised domestic and international banking and financial institutions in various exercises from bond issuance, cross-border investment, structured finance and other transactions. We are well-versed in different legal aspects of banking and finance in the region, and we have access to the requisite knowledge and experience to help you.

Equity Capital Markets

We advise issuers, shareholders, investment banks and foreign law firms on various aspects of fundraising processes

Derivatives & Structured

Products  We also advise on a wide range of derivatives and equity-linked structured products including call warrants, structured warrants and basket warrants.

Takeovers, Mergers and Acquisitions (M&A)

Our lawyers work hand in hand with investment bankers, Islamic finance advisors and other specialist advisors so your transactions benefit from professional synergy. We cover sectors such as mining, plantations, property, manufacturing, communications, banking, insurance, energy, maritime transport and air transport.

Corporate Restructuring

We have access to first hand experience in establishing some of the largest debt restructuring exercises in the region.

Public and Private Fund Management

We have an innovative approach towards advising domestic and international corporations on fund structuring, management and exit mechanisms for investors. We have access to hands-on experience in public funds like unit trusts and investment trusts as well as private equity funds as well as local and offshore funds.

Islamic Banking and Finance

Islamic Banking and Finance is more commonly understood. We know this, having advised on the first ever Islamic debt syndication in Indonesia, and on many deals since then. Our indepth insight provides clients with a nuanced understanding of their options. We also have access to skills that have created multi-billion dollar Islamic financial deals.

Communications, Media & Technology

In a dynamic and increasingly deregulated industry, we help you anticipate changes and adapt to new opportunities by keeping a close eye on technological and competitive developments. We advise on all aspects of communications including the following:

  • Regulatory compliance
  • Operational contracts
  • Procurement contracts
  • Infrastructure contracts
  • Corporate transactions
  • Acquisitions
  •  Disposals
  • Rationalisation
  • Industry consolidation

Media & Entertainment

Through our association with ZICOlaw, we have access to expertise in the specialist field of production, exploitation and distribution of content, programming and licensing arrangements. We can advise on regulatory issues and compliance with various applicable laws governing content and advertisements, and the various approvals required for the broadcast of content. In the broadcasting and media sector, we are in a position to advise on foreign ownership, cross media issues, acquisitions and disposals.

Technology

We can provide advice on the development, protection, exploitation and use of technology-related assets and technology transfer arrangements. Our areas of expertise include:

  • Turnkey contracts
  • Systems design contract
  • Integration issues
  • Software licensing and distribution
  • Hardware procurement and maintenance
  • Disaster recovery
  • Service level agreements

Corporate Commercial

Since the 1998 financial crisis, efforts have been made to strengthen the regulatory environment for business in Indonesia, with a view to improve business efficiency. With recent changes in Company law, Investment law, and others, legal reform has been an important driver of change in the country. We keep our clients updated about new laws by identifying their implications as well as new opportunities to help enhance performance.

Corporate Advisory

We assist clients in establishing limited liability companies. We also provide advice on corporate actions including dissolution of companies, as well as tax implications and exemptions. We also advise on powers and authorities of corporate organs, i.e. shareholders, commissioners and fiduciary duty of directors, aiming at achieving good corporate governance.

Foreign Direct Investment

We provide legal solutions that aim to maximise your investment returns and enhance your competitive advantage in Indonesia. We help our clients establish foreign investment companies, starting from the application process all the way to obtaining approval from the capital investment board and legalisation by the Minister of Law and Human Rights, including registration at the Company Registry and announcement in the State Gazette. We also work together with securities companies and investment bankers to raise finance and can help to match investors with ideal parties.

Commercial and Business Contracts

We assist our clients in every aspect of their business activities, from day-to-day operations to commercial transactions. We draft, advise and negotiate contracts on behalf of our clients for a wide spectrum of businesses, including: • Distribution, agency and licensing agreements • Franchise agreements • Manufacturing and supply agreements • E-commerce transactions • Outsourcing contracts

Joint Ventures & Shareholders’ Arrangements

We also draft, advise and negotiate on behalf of our clients in legal documentation for joint ventures and partnerships between foreign and Indonesian investors/enterprises. Our broad understanding of business dynamics allows us to best anticipate our clients’ present and possible future interests as applicable in Joint Venture and Shareholders’ Agreements. From the US to China, from Japan to Mexico, clients of diverse backgrounds have called on us to advise on joint ventures, shareholding, co-investment and strategic alliance arrangements worldwide. In complying with the Indonesian legislative and regulatory framework, our arrangements uphold our clients’ interests while observing the interests of minority shareholders alike.

Immigration Administration

We provide advice and consultation regarding immigration issues for non-Indonesians and help to obtain work, stay and other related permits for expatriate clients

Corporate Finance & Securities

Equity Capital Markets

We advise issuers, shareholders, investment banks and foreign law firms on various aspects of fundraising processes.

Derivatives & Structured Products

We also provide advice on a wide range of derivatives and equity-linked structured products including call warrants, structured warrants and basket warrants.

Takeovers, Mergers and Acquisitions (M&A)

Our lawyers work hand in hand with investment bankers, Islamic finance and other specialist advisors so your transactions benefit from professional synergy. We cover sectors such as mining, plantations, property, manufacturing, communications, banking, insurance, energy, maritime transport, and air transport.

Corporate Restructuring

We have access to first hand experience in establishing some of the largest debt restructuring exercises in the region.

Public and Private Fund Management

We have an innovative approach towards advising domestic and international corporations on fund structuring, management and exit mechanisms for investors. We have access to hands-on experience in public funds like unit trusts and investment trusts; private equity funds; and local and offshore funds.

Corporate Secretarial Services

We understand that secretarial matters can be cumbersome. Our firm provides secretarial services to assist clients completing secretarial works that are vital in maintaining a business so that they can focus on other matters. We assist clients in routine and non-routine compliance: Annual General Meeting of Shareholders and Extraordinary General Meeting of Shareholders, change of investment plan, business expansion, change of field of business, transfer of shares, company registration, share registration, employment reports, etc.

Human Capital Services

Indonesia’s Labour law has been described as one of the most ‘labour-protectionist’ in the world. We can work with you to achieve your human capital needs in compliance with the country’s laws and expectations.

Mergers and Reorganisations

When taking on employment issues in the face of mergers, acquisitions, business reorganisations, outsourcing and the introduction of new processes or methods, the drafting of legal documentation is only one part of a delicate equation. We can assist you with the other equally important part, namely, the method of delivery and appropriate communication strategy for your voluntary separation schemes, workforce reductions or transfers of employees so that transitions are as smooth and seamless as possible.

Contracts of Employment and Human Resource/Capital Policies

As an employer, you need to know your rights and obligations. And you’ll also want to ensure your employees’ rights are respected in the work place. We can draft contracts of employment and confidentiality agreements as well as review your existing employment contracts, HR policies, Code of Ethics and employee handbooks to ensure that they are in compliance with the relevant local legislation.

Performance/Disciplinary Issues

We can advise you how to best manage your people issues in a manner that is consistent with legal requirements for fairness and just cause. We can also advise you when you embark into collective bargaining with trade unions or employee representation officials and assist you to draft collective agreements.

Industrial Court/Labour Court Representation

We are well-placed to represent you in the relevant Labour courts.

Competition and Trade Practices

Our experienced team can help guide you through existing laws on conducts which lessen competition, collusive agreements, bundling arrangements and rules affecting licensees in a dominant position. We work with you to navigate the best route through the restrictions of competition and fair trade practice legislation, so you are confident your business continues to thrive and flourish in the local market

Insolvency & Restructuring

With a team of experienced lawyers who possess in-depth understanding of the region’s economic condition, we assist clients in coming up with the best solutions in facing various business challenges. We have been involved in many restructuring projects and we have the required understanding of the prevailing laws and regulations pertaining to insolvency and restructuring. We have assisted our clients in facing liquidation, receivership, non-performing loans and other challenges they may face in the course of their businesses.

Insurance

The insurance business in Indonesia is growing as a result of the need (and ability) to mitigate business or personal risk due to frequent disaster and flood occurrences. With the creation and modification of new life insurance products such as unit-links, insurance protection has become more of an investment necessity. Our firm has been active in assisting investors to acquire local insurance companies and to work hand in hand with established insurance companies.

Regulatory

Our lawyers are thoroughly familiar with compliance issues and the process of dealing with key regulatory bodies and authorities including the Ministry of Finance and the Insurance bureau of the Capital Market Supervisory Board (Badan Pengawas Pasar Modal dan Lembaga Keuangan or BAPPEPAM-LK).

Transactional

We have represented major insurance organisations in M&A transactions, insurance companies formations, and related business transactions such as banc assurance. We have also advised on their investment policies, insurance products, and agents’ codes of conduct.

Islamic Financial Services

As the world’s largest Muslim country with a highly respected heritage of Islamic shariah scholarship, Indonesia has tremendous potential in the scope and development of Islamic banking and finance. This option of financing has seen exponential growth in the last decade – not just in Islamic countries but also throughout the world.
1992 saw the first legislation in Indonesia to establish the country’s first shariah (Islamic) bank. A decade later, in 2002, the country’s central bank, Bank Indonesia, launched a ‘blue-print’ plan for shariah banking in Indonesia to support and manage its growth. By the end of 2007, close to 20 sukuk (Islamic bonds) had been launched. Following such laws as the Sovereign Sukuk Law, passed in early 2008, more sukuk have been raised for both public and private financing.
We advised on the first ever Islamic debt syndication in Indonesia, acting for onshore and offshore lenders for facilities extended to the national oil company, Pertamina. We have access to skills that have created multi-billion dollar (and local currency) Islamic financial deals with award-winning recognition. Areas of expertise include:

  • Islamic banking and finance
  • Islamic private debt securities
  • Islamic asset-backed securitisation and project financing
  • Offshore Islamic financing
  • Islamic mutual / trust funds
  • Islamic trade and finance

Dispute Resolution

Our Dispute Resolution department provides solutions for clients who seek arbitration and mediation.

Our range of services extends to providing both advisory work and court representation to Indonesian as well as foreign individuals and corporations, many of whom are top-tier Indonesian anchor banks, global based financial institutions as well as multi-national corporations.

The approach that we adopt is simple and pragmatic. We work with you to understand your needs and customise a solution that works best for you.

Our specialised areas of practice include:

  • Banking Finance & Securities
  • Bankruptcy & Insolvency
  • Commercial & Civil Litigation
  • Competition & Anti-Trust
  • Conflicts of Law
  • Consumer Financial Services
  • Corporate Disputes and Restructuring
  • Engineering & Construction
  • Insurance
  • Intellectual Property
  • International Trade
  • Private Clients
  • Real Estate
  • Shipping & Admiralty.

Mergers & Acquisitions

We have successfully advised on some of the largest and most complex M&A deals in the region. Our wide-ranging expertise covers an impressive range of sectors including communications, banking, insurance, energy, maritime transport, air transport, manufacturing, mining, plantation and property. With our in-depth knowledge of general offers under the takeover codes which govern Indonesia, Singapore, Thailand and Malaysia, we can address the many faces of a takeover. We formulate composite strategies from the start to the end – from the drafting of an offer, the planning of appropriate defences in the face of a takeover, right up to the end game of compulsory acquisitions and de-listing.

Projects, Infrastructure & Utilities

To boost a balanced infrastructure development and spur economic growth, the government of Indonesia increased its capital expenditure by 19.3 per cent in 2012 and allocated Rp54.6 trillion (approximately USD4.8 billion) to fund infrastructure projects including 14 airports, 150 kms of railway, 4,005 kms of road and 7.68 km of bridges. (Source: Jakarta Post).With the ongoing legal reforms and investment incentives, the government of Indonesia continues its drive to fast-track the country’s infrastructural development projects. At Roosdiono and Partners, we have helped to facilitate several infrastructure projects in Indonesia. This includes being appointed as the legal advisor of the Toll Roads Regulatory Board and dealing with local and foreign investors for Toll road projects in Java, Indonesia’s most populated island. In the area of Coal, Mining and Metals, we have acted for leading investors and concession-holders in cross-border transactions in East Kalimantan and elsewhere in Indonesia.

Power

Experience in acting for independent power producers (IPPs), including on development, financing, regulation, acquisition, construction, operation, disposition of power generation, transmission, distribution, trading, and marketing. Acting as advisors in the proposed restructuring of an ASEAN country’s electricity supply and drafting of necessary laws; a work which was recognised by Asia Pacific Legal 500.

Water & Wastewater

Experience in multi-billion dollar water projects, including wastewater and sewage treatment with experience in operation and maintenance arrangements, flood mitigation as well as the corporatisation and privatisation of water supply.

Highways

We have been involved in all aspects from contract preparation to implementation of construction, up to the operation, maintenance and concession-related issues. Experience in this sector includes being appointed as legal advisor in a World Bank project within the region.

Airports

We have advised on the development and financing of various airports in the region.

Ports

Port dealings include the development, construction and operation of port facilities as well as the privatisation of a naval dockyard.

Oil and gas

Experience in some of the more complex oil and gas transactions in the region, relevant to multinational oil and gas pipelines and liquefied natural gas (LNG) projects.

Railways

Through ZICOlaw, we have provided advice on the regulatory framework for a monorail project in Indonesia and other countries within ASEAN.

Township Development

Our experience includes providing advice on redevelopment and structuring the legal framework for the development of an integrated township, for both private and public sector clients.

Environmental

As environmental issues gain more attention, we see an increase of environmental projects in the region. Our lawyers are familiar with regional environmental regulations and requirements.

Construction & Engineering

The scope of the construction and engineering (whether civil, mechanical and/or electrical) practice covers: • Advice on design, construction and management of infrastructure projects • Procedures for contract process • Manufacturing and supply agreements • Advice on risk management, tenders and document preparation • Contract administration, including drafting and negotiation of agreements.

Real Estate

When it comes to real estate, we have represented domestic and international investors and are involved at every step, from the initial acquisition to the final sale. From leasing and tenancies to joint ventures and project management, we have access to the requisite knowledge and experience to help you.

ASEAN ADVISORY SERVICES

It is the aim of the Association of Southeast Asian Economies (ASEAN) to achieve a single ASEAN Economic Community (AEC) by 2015. This will create one of the world’s top 10 economies valued at USD1.8 trillion and a huge market of 600 million people. While it is acknowledged that achieving this by 2015 will be challenging due to procedural differences and cultural nuances, work is nevertheless ongoing to achieve a better flow of trade, money and people between the 10 countries of ASEAN. The ZICOlaw network is committed to the success of the ASEAN community. Our on-ground expertise in each of the countries that we operate in means that we are able to access updated news and the latest information about the regulatory framework in the ASEAN region, to better assist our clients to negotiate legal environment that can be extremely complex. Our partners from all our offices can be contacted for more information about our ASEAN Advisory Services.