Overlapping Business Operation

As a Business Lawyer you have to collect all the significant data and information to enable to give the proper legal advices which are being requested by your Clients. If it relates to certain laws and regulation you have to research the laws and regulation from your library, and you must also research to the relevant Technical Department particularly the Legal Division of such respective Department. In Indonesia besides the written rules there may also be policies made by the Officers from such Department.

• This depends upon your research to such Officers which sometimes needs your critical legal mind because you may found that the information from such officer may differ from one source and the other sources. As we know the Highest level in a Department in Indonesia is the Minister, and below this Ministerial Level there are many bureaucracy level from the Director General, Secretary General, Head Bureau, Head Sub Directorate and many levels below it. If you make the legal research in particularly relating to the policies or interpretation of certain rules or implementation rules issued by the Department concern,  you have to be sure which level of bureaucracy are you getting such information  because sometimes it depends upon the person who is giving such information whether they are helpful or mastering the  questions and issues that you are seeking to get such clarification.

If the ruling involved several other Departments such as Mining /Oil -Gas and the Forestry Department related to overlapping activities such as Logging, Saw Mills and the Drilling or Mining activities in a certain area of operations in the  field, where two or more activities are occurring, this may frequently result overlaping policies and ruling by the inter-departmental sectors where we may found weak coordination between this different Departments. This overlaping  rulings and policies will affect the smoothness operation in the field between this two or more business operation activities.

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In my experiences as Business Lawyer in the Oil/Gas as well as General Mining Operations, this overlapping issues frequently exists and occurs, where several meetings between the several Departments such as The Directorate of Energy and Minerals, The Forestry Department The Local Government Institution, The Agrarian Department, and other related technical Department and the respective Oil/Gas or General Mining Companies which also involved the In-House Legal Counsel   and the Logging or Sawmill Companies shall be called and conducted . This may also involved other activities such as Plantation activities.

• Each respective parties shall forward and made their argumentation which all are basing on the legal rights they have as well as the legal rules and policies issued by each of the confronting Officers from such Departments, which meetings will usually  takes place at the Regional Level where the overlapping activities occur;  If in the lower level Dead Lock occurs since all the different parties are claiming to have their Legal Rights in conducting their Overlapping Activities, it will then be brought to the Higher level within the Central Government in Jakarta, where the Ministerial Level might be called to coordinate and solve this overlapping activities. Accordingly the Coordination Minister might be required to solve such overlapping rulings and policies.

Well the above are some brief glance picture what might occur in the Overlapping Business Operation Activities in Indonesia.

Cheers,

Jakarta, 15th November 2009

Agung Supomo Suleiman 

   

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Business Lawyer On Your Own

We do not realize that as a Business lawyer if you are setting up your own Law Firm you will also be experiencing to be a Businessman selling your Professional Skill in Providing the legal Services as a Business Lawyer. However at the same time you are tight to the legal profession where you have to be honest in conducting your Legal profession. Thus the cash flows -cash in depends upon the Clients that are using you as a Business Lawyer. But at the same time in rendering the Legal Services you must observe and honor the laws and regulations as well as the Ethics and morals as a Business Lawyer

You must not breach the Law especially if your inner feelings can detect that something is against your deep consciousness. Accordingly, your rendering Business Legal Services to your Clients  besides the laws and regulations must also take into consideration  upon   the code ethics and morals which are felt, practiced  and accepted by the stakeholders in the business society within your places and jurisdictions .

The above is based on the experiences where sometimes as a Business Lawyer who are serving our Clients in the Business Circle,  we feel that Power  tend to manipulate  certain  situation and circumstances which is against  our Hearts and consciousness and common sense  being  felt by the common people who are seeking for equal treatment and fairness in the struggle for their day to day life.

Therefor even though Business Lawyer are Businessman who make their living  from their   Legal Professions  you are also at the same time a Professional  Lawyer who must give  advise on the proper legal and rulings as well as following and listening to your heart consciousness,  which may play an important significant role in making a decision to give advise and giving legal opinions which has to be within the high moral professional standards as a Conduct Of Honour of the Business Lawyers.       

The Truth sometimes is relative which depends upon which angle or side are you in the reality of life in this world.

         

Serious Steps Must Be Made

During this past 1 week, all the Indonesian People are focusing on the work by the Team 8 which are being requested by the President to make Facts Finding upon the allegation made by the Police Department against the framed Corruption Abolition Committee (KPK Officer ), which based on the media perception,  there is  actually no case, since the legal basis are merely made upon the report from Antasari ( the Previous KPK Officer) based upon the testimony made by a certain Businessman he called Anggoro, claiming that he had been pressed to give monies by certain KPK Officers,  which according to Antasari in the TV Media,  the information gathered by him from Anggoro, are still having many doubted and uncertain data.

This weak testimony which was made into a report by Antasari to the Police Department, are being used to put the Charges against CH and B as KPK Officer by the Police Department.  

Based on such above significant development, all our energy are thrown into this frustrated weak allegation, which many people are not convince with such allegation made by the Police Department, since there are really "no hard evidence", but is merely based on assumption and has no any strong legal ground evidence at all.

Ary Muladi, which had made the Minutes Procedure Investigation, being used by the Police Department  to make such charges and allegation, had actually revoked his previous statement, which  said that he had made  payments directly to the KPP officer, but, he  made correction statements saying  that  the payment was made through certain man, he called Yulianto, which until this present moment such name is never known and traced by the Police.

As we are aware,  Indonesia needs a Total Serious Mental Legal Reformation within the Indonesian Legal Institution, if it wants to develop a Healthy Investment Climate in Indonesia, so that the Indonesian and Foreign Investors could feel comfort upon the Investment that they are investing in Indonesia.

As a Business Lawyer  we have to be concerned in pushing the legal system to be more transparency and accountable to enable providing Legal Justice and Equality for all the people of Indonesia without any discrimination. 

It really takes and consumed a  lot of time and energy for the Indonesian people,  to develop such Certain Legal System where the President of Indonesia as the Leader of this Country has to have strong political will and consistent to gear  the conducive condition for establishing Good Legal Practices and Conduct within the Indonesian Legal Institution to be really implemented and  enforced in Indonesia.

Without this Strong Political Will from the Indonesian Government, it is really hard for us to have a dream of Legal Certainty In Indonesia to become reality.

The people of Indonesia are really fed up with the acrobatic Mafia Legal System, and therefore are perceiving Distrust to the Legal Institution Bodies  and therefore they are putting Chandra Hamzah and Bibit as their Hero Representing Honest Person who are being Criminalized by the Indonesian Legal System, or the War between The Crocodile ( Buaya ) and Cicak ( small reptile).       

Jakarta 9 November 2009

Agung Supomo Suleiman

       

       

Historical New Legal Breakthrough by The Indonesian Constitutional Court

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There was a Historical New Breakthrough made by the Indonesian Constitutional Court,  where The Indonesian Constitutional Court had allowed to publicly openly hear  the contents of the  tapping of the Phone Conversation between certain businessman, and indicated certain Officers from the Legal Institution  and several "Case Broker", which indicated that there was  a scenario to frame the Chairman of the KPK ( Indonesian Corruption Eradication Commission (KPK) ), who are trying to abolish the Corruption in Indonesia, as if  they received  bribery  monies, which was openly broadcast  by  TVONE Channel and MetroTV and could be watched by 200 million viewers in Indonesia .

It was really a Historical New Breakthrough  on  this  Openness  Era in Indonesia, because the People of Indonesia who are very eager to establish  Legal  Justice  can watch  lively on the TV Media directly from the Indonesian Constitutional Court,  the phone tapping conservations which strongly indicates scenario of so Called Court Mafia  in Indonesia between such business man, and several officers indicated from the Legal Institution Bodies.

Immediately after such TV Broadcast was made, demonstration had rapidly spread in many cities in Indonesia by students and the people who are concern of  Legal Justice, including many signatures to support the Victim Chairman of the KPK who were perceived as being Criminalized,  as if such Honest Chairman from KPK called CH and B had conducted bribery, which was Strongly Denied by such Respective Victims.

What made the people mad, was that there was "Distrust from the People" upon the Legal Institution in Indonesia who appears not to be on the side of the People's want of  Law Justice. This KPK Institution was actually established,  in response to the "distrust of the People of the Republic of Indonesia "upon the Indonesian Legal Institution" in handling the Corruption Cases.

We as Business Lawyer, are also really concerned in  the Law Justice and Equality before the Law in Indonesia, that is why some of the Alumni of the Indonesian University  had signed the support for the Victims of this Criminalization.

In order to build a Healthy Business Climate in Indonesia, Law Certainty is really important and significant. We noticed that the wages and the living standard of the Indonesian Legal Institution had to be increased and taken care by the Government and the Parliament, so that they can  fully concentrated on doing their task and duties  in serving the Peoples Hunger for Law Justice and not trying to find out a way to cope their needs for their day to day Living Costs.

In respond to the above development The President had established the so called Team 8, who is responsible to conduct  the Findings Facts  of this Case and make a Recommendation to the President within this 2 weeks time.

The above developments of making the Breakthrough by the Indonesian Constitutional Court was a Historically Breakthrough made by the Indonesian Constitutional Court as the Indonesian Legal Institution in this New   Era of Openness in  Indonesia who is striving hard to establish Legal Justice and Abolishing Corruption in Indonesia which is really significant to establish Healthy Business Climate in Indonesia particularly Law Certainty.

Jakarta, 5 November 2009

Agung Supomo Suleiman

       

Legal Aspects relating to Financing Business Projects

• Financing  Business Projects are very interesting from the legal aspects for a Business Lawyer. From my experience in practicing as as  Business Corporate Lawyer in Indonesia, we are frequently involved in giving advise and assisting our Clients to draft or review their financing arrangement which are covered by a Loan Agreement. This  was  being experienced by the Writer as a Business Lawyer since Year 1980 ies, starting as a Junior Lawyer who  assisted the Senior Layers  in drafting the finance transactions and arrangement relating to financing their  Vessels including air planes 

•  What makes us attractive to such finance arrangement as Business Lawyer is because there are several  elements that have to be taken into considerations. Business Lawyers must be aware that before the Debtors are approved to get this  Funds from the Creditors, based on  the Indonesian Business common practices, such Creditors  shall firstly  conduct the Legal Due Diligence,  which shall be conducted by Independent Lawyers; This Legal Due diligence covers the checking of all the corporate documents  Licenses, Agreements with other Parties, including any Credit Agreements and its Collateral, the amounts of Labors, The Company Rules, The Employment Agreements, Title ownership of its assets, Certificate of Lands/Buildings, the potential Litigation or Arbitration cases ( if any) which involved such Debtors. Based on the Legal Due Diligence, the Independent Lawyers may be requested to make the Report Result of their Legal Due Diligence and may be requested to issue and make a written Legal Opinion addressed to the Creditor/Bank
  

• Besides the Legal Due Diligence, the business prospective of such Investor including the technical aspects are also being conducted by the Bankers as the Creditors. The Creditor will usually request the Investors to make their business presentation, and business cash flow projection  in order to get the overall and comprehensive business prospective in particularly, the cash flows, cash out and cash in streams of such respective credit applicant, to ensure the repayment of the Loan. The most significant element in business is the trust worthiness of such loan applicant, and the capabibilty to repay any and all of the Loan Amount being granted by the Creditor.

• In other words, the most relevant questioned raised by the Bankers or the Financiers are whether the applicant's cash flow prospect are bankable or not. These initial steps are really important and significant, because once the Monies or the Funds are being disbursed by the Bankers in accordance wityh the agreed repayment schedule as shall be stipulated under the Loan Agreements , the Bankers shall be in the risk of non- repayment or default of payment by the Debtor.

• In order to secure the full repayment of the Loan by the Debtor to the Creditor, there are several collateral known and recognized under the Indonesian Laws and regulations among others  the Fiduciary upon the movable as well as immovable assets, the Hak Tanggungan (or in other countries are known as Mortgage) upon the land owned by the Debtor.The Fiduciary Deed shall be registered in the Fiduciary Office, at  the places where the assets are located.
  

•  Once the Pre-Condition under the Loan Agreement are being completed, by the Debtors, as being advised by the Business Lawyer, the Bankers will disburse the amount of Loan in accordance with the disbursement schedule under the Loan Agreements pursuant to the mechnisme of drawndown under such Loan Agreement.  The actual disbursement of the Monies made by the Bankers to the Debtor are the most significant matter for the Debtor, since this Loan is really needed by the Debtor to perform its business operations. Normally there will be a certain Grace Period granted to the Debtor before repayment obligation of the Loan are to be made by the Debtor, pursuant to the terms and conditions of the Credit /Loan Agreement.   

• If the progress  track record and the outcome of the business is a successful one, than such respective success Investors has shown a good re- payment loan performance , and the Bankers shall be willing to offered again further loan to such respective Debtor. From the Writers experience as a Business Lawyer who frequently assisted Clients on seeking funds from Banks to support their business operations, it shows that the Bankers may also need some expertise within themselves to understand the business culture or business nature of our Clients. If our Clients happens to be business players in OIL GAS Mining sectors, the Bankers may  need some education from the oil/gas and mining business players as to the nature of the oil/gas and Copper Mining or Coal Mining business operations including the exposed risks that might occur and the laws and regulations surrounding the business nature in such sectors.

• The Business Lawyer must advise the Bankers, that Banker  who are granting loan to Oil/Gas or Mining Companies conducting operations in Indonesia, must fully be aware that the oil/gas as well as the minerals which "had not yet passed the point of export", cannot be secured as collateral for the repayment of the Loan or Financing transactions, since such minerals/coal and oil and gas are still owned by the People of Indonesia based on the Concept  adopted under the Indonesian Oil/Gas Laws as well as the Mineral and Coal Law.Thus we have to remember that under the Indonesian Legal system regulating the oil/gas and General Mining sectors, the Oil/ Gas Product  as well as the Mining  Products may only be owned by the Investors, if such product already passed "the point of export", where transfer of title on such oil/gas product occurs.

• Accordingly,  the Bankers have to really conduct the economical commercially  aspects of such Debtors business, which may need some inputs from the technical people who are expertise in giving ideas and inputs on the oil/gas and minerals/coal deposits in the Oil/Gas and Mining Block in Indonesia.

Agung Supomo Suleiman
Partner Law Firm Suleiman Agung Co
AGUNGSS BUSINESS LAWYER NOTE

BUSINESS LAWYER Jakarta, Indonesia,
30 October 2009

Business Lawyer must honor Honesty and Good Corporate Governance

• 
  
  
  
  
  Financing  Business Projects are very interesting from the legal aspects for a Business Lawyer. From my experience in practicing as a  Business Corporate Lawyer in Indonesia, we are frequently involved in giving advise and assisting our Clients to draft or review their financing arrangement which are covered by a Loan Agreement. This  was  being experienced by the Writer as a Business Lawyer since Year 1980 ies, starting as a Junior Lawyer who  assisted the Senior Lawyers  in drafting the finance transactions and arrangement relating to financing their  Vessels including airplane.
  
  

• What makes us interesting to such finance arrangement as a  Business Lawyer,  is because there are several  elements that have to be taken into considerations. Business Lawyers must be aware that before the Debtors are approved to get this  Funds from the Creditors, based on  the Indonesian Business common practices, such Creditors  shall firstly  conduct the Legal Due Diligence,  which shall be conducted by Independent Lawyers; This Legal Due diligence covers the legal checking of all the corporate documents,  Licences, Agreements with other Parties, including any Credit and its Collaterals, Title ownership of its assets, Certificate of Lands/Buildings Agreements, the amounts of Labors, The Company Rules, The Employment Agreements, the potential Litigation or Arbitration cases ( if any) which involved such Debtors. Based on the Legal Due Diligence, the Independent Lawyers may be requested to make the Report Result of their Legal Due Diligence and to issue and make a written Legal Opinion addressed to the Creditor/Bank.

• Besides the Legal Due Diligence, the business prospective of such Investor including the financial  and technical aspects are also being conducted for the interests of the Bankers as the Creditors. The Creditor will usually request the Investors to make their business presentation, and business cash flow projection  in order to get the overall and comprehensive business prospective in particularly, the cash flows, cash out and cash in streams of such respective credit applicant, to ensure the feasibility of the Debtors business and to ensure the repayment of the Loan. The most significant element in business is the trust worthiness of such loan applicant, and the capabibilty to repay any and all of the Loan Amount being granted by the Creditor.

• In other words, the most relevant questioned raised by the Bankers or the Financiers are whether the applicant's cash flow prospect are bankable or not. These initial steps are really important and significant, because once the Monies or the Funds are being disbursed by the Bankers in accordance with the agreed repayment schedule as shall be stipulated under the Loan Agreements, the Bankers shall be in the risk of non - repayment or default of payment by the Debtor.

• In order to secure the full repayment of the Loan by the Debtor to the Creditor, there are several collateral known and recognized under the Indonesian Laws and regulations among others  the Fiduciary upon the movable as well as immovable assets, the Hak Tanggungan (or in other countries are known as Mortgage) upon the land owned by the Debtor.The Fiduciary Deeds shall be registered at  the Fiduciary Office, at  the places where the Assets   are located.

•  Once the Pre-Condition under the Loan Agreement are being completed, by the Debtors, as being advised by the Business Lawyer, the Bankers will disburse the amount of Loan in accordance with the disbursement schedule under the Loan Agreements pursuant to the mechnisme of drawndown under such Loan Agreement.  The actual disbursement of the Monies made by the Bankers to the Debtor are the most significant matter for the Debtor, since this Loan is really needed by the Debtor to perform its business operations. Normally there will be a certain Grace Period granted to the Debtor before repayment obligation of the Loan are to be made by the Debtor, pursuant to the terms and conditions of the Credit /Loan Agreement.   

• If the progress  track record and the outcome of the business is a successful one, than such respective success Investors has shown a good repayment loan performance , and the Bankers shall be willing to offered again further loan to such respective Debtor. From the Writers experience as a Business Lawyer who frequently assisted Clients on seeking funds from Banks to support their business operations, it shows that the Bankers may also need some expertise within themselves to understand the business culture or business nature of our Clients. If our Clients happens to be business players in the oil, gas or mining sectors, the Bankers may  need some education from the oil/gas and mining business players as to the nature of the oil/gas and copper mining or coal mining business operations including the exposed risks that might occur and the laws and regulations surrounding the business nature in such sectors.

• The Business Lawyer must advise the Bankers, that Banker  who are granting loan to Oil/Gas or Mining Companies conducting operations in Indonesia, must fully be aware that the oil/gas as well as the minerals which "had not yet passed the point of export", cannot be secured as collateral for the repayment of the Loan or Financing transactions, since such minerals/coal and oil and gas are still owned by the People of the Republic of Indonesia based on the Concept  adopted under the Indonesian Oil/Gas Laws as well as the Mineral and Coal Law.Thus we have to remember that under the Indonesian Legal system regulating the oil/gas and general mining sectors, the Oil/ Gas Product  as well as the Mining  Products may only be owned by the Investors, if such product already passed "the point of export", where transfer of title on such oil/gas product occurs.

• Accordingly,  the Bankers have to really conduct the economical commercially  aspects of such Debtors business, which may need some inputs from the technical people who are expertise in giving ideas and inputs on the oil/gas and minerals/coal deposits in the Oil/Gas and Mining Block in Indonesia.

Those are among others the legals aspects surronding the Finance transactions in Indonesia.

Agung Supomo Suleiman

Partner Law Firm Suleiman Agung Co

AGUNGSS BUSINESS LAWYER NOTE

BUSINESS LAWYER Jakarta, Indonesia

November 2, 2009

Business Lawyer must also detect Brain Versus Heart

• In order for you to be able to survive you have to be tough and sometimes tired and losing your breath. 
  
• You have to access your asset, your strenght, your weakness, and what  you want out of your life.
• If you like to do something that you love then it means you are following your heart
• If you are using more on your brain, there are times where such Brain does not communicate well with your Heart.
• For instance if you love somebody, you shall face the fact that love is sometimes blind, in the sense that frequently it does not meet or match with your mind. There are times that you have to use your Brain, logical way of thinking, but sometimes you are caught or trapped with your emotional feelings of your Heart .
• For instance for a writer or Publisher including if you happen to be a Business Lawyer , we tend to like writing in our Blogs, where it makes you feel comfort, since you like to write what ever there is something popping up in your head. You also have to detect your self whether you are an educator who tries to share your Business Lawyer experiences with others or not.
• If you are an educator, it really feels cool and comforting in your heart,  if you write your experiences of  your life, especially if you have been living for quite a long time in this world, where you tend to share with others about your life experiences. It could be the ups and downs of your life experiences. If you are  are a Business Lawyer for example, sometimes the reality which your are facing is that you have to establish some stage or level of Legal Fees for the Legal Services that you are rendering to your Clients.
• But there are occasions,  where your Client will feel that your Legal Fees are to high, for which they will tend to no longer use your legal services, since from your Client's body language,  you can capture that they are considering  your legal fees are too high or above their expectations.
• You may noticed that your Clients /Customers are also in the same difficult situation to survive, especially at the time when everybody is waiting for the new Cabinet of Indonesia to be established and  announced, since the previous House Of Peoples' s Representative and the President /Vice President Election Year 2009 in Indonesia, to maintain stability and conducive business climate.      
• In this case,  you also tend to  feel whether it is still  profitable to keep on being a Business Lawyer, if your legal fees cannot cop up with the cash outs which you have to spent to run your own  Business Law Firm.   
• This appears to be sort of a weird  situation,  if you as a Business Lawyer are running your own Law Firm, especially if you are in the level of surviving,  since the position of your firm is not in that certain middle or high level position,  where Clients are no longer viewing the Legal Costs that they will incur, but rather needing such Big Firms to  jack up their reputation and image in the Business Circles by using such Big Law Firms.
• During the last years, my Clients are usually Clients who are also trying to survive, and who seeks to sell out part of their equity, or trying to refinance their debt,  for which,  it is rather kind of a survival situation for them, because they are also trying to seek monies / funds to make them survive during this hard economical situation.
• Well, after listening closely to  the Presidential Speech during his appointment by the MPR / Peoples House of Representatives in Indonesia, it sounds that  President Soesilo Bambang Yudhoyono  is a State man, optimist and is asking all the people of Indonesia to unite and start focusing on the State Prosperous, Welfare and Justice
• So we are all expecting to have a positive attitude  in the coming days and so let Our Brain and Heart communicate each other in a balance manner.
• Cheers, 
• Jakarta 23 October 2009
• Agung Supomo Suleiman