Snapshots Legal Due Diligence

One of the significant part of a business ventures who desires to enter into a partnership or equity sharing in a company, is that such business investor must firstly conduct legal due diligence upon the company who they intend to participate in equity.For instance if a company is interested to  acquire shares in a Company such business investor needs to be certain that the company they are intending to acquire or participate in equity sharing is  a legitimate company who has the proper licenses to conduct and operate its business in Indonesia. 

The company must also be a company who is being approved by the relevant authority in establishing its company. For instance if the company is a Limited Liability Company or PT is there an approval from the Department of Law and Human Rights ?  For such purposes the business investor must hire a Business Lawyer to check all the proper approvals and licenses that are required by the Indonesian Laws and regulations regulating the establishment of such PT Limited Liability Company.   The Business Lawyer shall conduct the Legal Due Diligence to check all the legal aspects relating to the Company that the business investor desires to acquire or participate equity in such Company.

The land where the Company is located should also be checked whether such land is being owned or leased by the Company and if yes for how long is such Land Title right to use or lease is available. Furthermore in conducting the Legal Due Diligence the Business Lawyer must also assist the Business Investor to check upon the Corporation Documents of such Company, including checking who are the shareholders of such Company, the major shareholder, the Board Directors as well as the member of the Board of Commissioner.  

Besides the corporation documents, the Business Lawyer must also check whether there are loans and collateral  made by the Company, and how long is the Loan Agreements Period, as well as the Outstanding Loans and what kind of restrictions are there imposed by the Bankers against the Company in the capacity as the Debtor. The numbers of Manpower including the Employment Agreements and the Collective Labor Agreement ( CLA) are also an important element that have to be checked by the Business Laywer for the interest of the Business Investors who desires to acquire some shares of the Company running such business operations.

In addtition to the above the Legal Due Diligence must also cover whether there is a potential material litigation case or arbitration, commercial court case, employment case pending during the period such Business Investor desires to participate as Equity Sharing, which might interrupt or disturb the business operations and companies assets of the Company.

Well, those are some of the elements which may be looked upon by the Business Investors who desires to acquire some shares of a company which shall be conducted by the Business Lawyer who shall be enggaged by the Business Investors in pursuing the above business desires through conducting Legal Due Diligence.    

Building Your Brand Image

In business it appears that one of the significant element to market yourself is establishing and building your Brand Image. This is what we frequently are told by the marketers. Well, in order to establish such brand image, you certainly have to elect and choose some specific brand element which could or may link you to your  products that you are selling. What are the products that you are selling ?  What are the specific element of the product or services that you are selling ?

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Is there any specific nature or brand that you may want your customers or your potential customers wants to remember about your products or services ? 

Those above items may be some of the key words that you have to explore within your product or services that you are selling. In reality there is no magic or instant result which you may find. You have to work hard and be consistent with what you are desiring to sell to feed your self and your family. 

I myself had been nearly 12 Years since June 1998 on my own selling the legal services to my Clienteles.  It is not that easy  to establish the brand image of the services that you are selling. Especially if you are on your own and not associated  or link to a well known links, you have to really strive hard to continue to survive in selling your legal services. There are times that you are wandering why are you not linked or associated with an already well known firm so that you can easily jack up your name in the Business Community in Indonesia.

• Well, I really do not know the right answer or reason. It might be that you are not at the right time and the right moment. However, since I have been already nearly 12 Years being Independent as a Free Business Lawyer, I have really learn a lot how to survive during this 12 Years time of my independent Life. There is no such school of being Independent on your own but to really jump on the board and be independent, since each person or individual may have their own reasoning why he or she had elected the kind of life that he likes or desires. One of the independent experimental moves that I have experienced is by establishing this blog of mine, where I can independently write whatever life experience that you have followed and exercised during your life time in this world.             

     

Seeking Business Opportunities

Is practicing Lawyer falls under Business Categories ? This question frequently appears in the mind of Lawyers who are practicing on their own. How can we maintain establishing our cash flows if we are running our own practicing Lawyer. Even though I have been practicing as a Business Lawyer for 12 Years since June 1998, we have to always learn the cash flow side of running this practicing Lawyer.

Under the Indonesian Law system, as long as the Lawyer has obtained License to practice as a Practitioner Lawyer, such Lawyer may be entitled to provide Legal Services, on his own. Thus as long as the Individual Lawyer had obtained such License issued by Peradi (The Indonesian Advocate Association ) or Himpunan Konsultan Pasar Modal (The Indonesian Capital Market  Consultant Association),  such Lawyer has the legal right to practice lawyer. Such Lawyer may enter an arrangement with another Lawyer to jointly  establish a partnership or sort of a cooperation or practicing solo.
    

The pricing of the legal services may be on a lump sum negotiated agreed price or may be based on hourly rate or time basis. These really depends on the situation and circumstances between such Lawyer and his/her Clientele. Based on the above circumstances I have managed myself to practice lawyer as a Business Lawyer for more almost 12 years. Having experiencing to be on my own for 12 Years is quite a long time. Most of my legal works are related to Construction, Financing, Oil and Gas, Coal Mining, General Mining, Hotels, Steel, Corporation covering drafting agreements, reviewing contracts, giving legal advices and legal opinions, legal due diligence.

In practicing lawyer particularly as a Business Lawyer  we have to really enjoy in what we are doing, so that we are attached with our work. We have to explore the business venture of our Client and relates it to the legal aspects which we have to highlight and communicate it with our Client in a communicative and effective manner. Networking and keeping contacts with our contacts are significant. Legal Certainty is important to establish a conducive business climate.