Writing Business Legal Aspects

Well, as Business Lawyer you like to write legal aspects relating to business in Indonesia.I ndonesia has been developing into a Democracy Society, where transparency and openness is a requirement to be performed by all the stake holders of this Country. Indonesia is an archipelago where there are many islands spread in the equator within the South East Asian Region. After the changing of the ruler of the previous former President Soeharto in the Year 1998, this country became a country in Asia where democracy is adopted. 

This transparency also spreads to the Business Sectors, where every person or party who wishes to conduct business in the Indonesian Territory  are given the same and fair chance to be a business player in the field of business. Anti Monopoly Act are being introduced in the Indonesian Law system.Good Corporate Governance are also being socialized in the Indonesian Business Community. During the Indonesian Economic Crisis in the Year 1998, many companies collapse due to the Economic Turbulence Crisis. Restructuring of the Non-Performance Loans had been made to revitalize the financial conditions of the Companies.

During  such period as a Business Lawyer we are experienced in helping our Clients to draft and negotiate the Restructuring Loan Agreements.  There were several  hair cut upon the Loan and rescheduling of the Repayment of the Loans. Now a  days  after the Indonesian Presidential Elections  and Vice President Elections as well as the Parliament elections were conducted, business society is waiting to experienced economic growth and business climate stability in order for the Business Players to start concentrating in pursuing their business.

The impact of the Indonesian  Parliament in controlling the Government is felt to be more of a political arena, where it could in a certain level affect the business condition in Indonesia. However, as a rule thumb of survival everybody needs to continue on their business ventures, where as individuals who are working as employees in Companies also needs stability in the Business Society to enable  them to work in their good quality performances.

In the Governmental Level in Indonesia, transparency and openness are also being required so that public services for the people as a whole including the business players who needs business  licenses and permits are simplified. The coordination between the Government Officials and policies in the Central Level and Regional Level are also required so that no contradictory policies are made which will affect the business investors conducting its business operation in the Regional Level.  

As a Business Lawyer, we are required to communicate and be the bridge for communication between our Business Clients and the Government Officers relating to the legals aspects and procedures involved in the business operations of our Clients. We have to read and observe the rules and policies in the Central Level and the Regional Level particularly to detect whether there occurs overlapping rulings and laws between the Central and such Regional Rules and Policies.    

Well those are some of the Business Legal Aspects that have to be observed and communicated effectively by the Business Lawyers to the Management of the Company where they work if they are In House Legal Counsel, as well as Business Lawyer on their own to their Clients.  

     

Business Lawyer Here We Come

Yes, it is the time that you act and behave like a professional Business Lawyer. There is professional ethics and manner and proper knowledge that you have to honor if you want to start becoming a Business Lawyer. You must increase your awareness on the Corporate Culture of your Client and Customers. What the Business players need from you is your professional business legal know how to protect their Business interest.You have to be aware of the business climate and business opportunities that your Business Client's desires to achieve their goal. 

You have to guide and give clear legal guidance to your Client on the various legal aspects surrounding the business operations of your Clients. What are the proper rules laws and policies that have to be observe  by your Clients in pursuing its business ventures.  If it relates to corporate matters you have to be sure that the proper corporation actions and approvals with the organization of your Business Client had been taken. 

Is your Clients desiring to enter and establish a new venture, or are they eager to participate into a cooperation  venture with other business players who are already operating their business operations in Indonesia.What is the nature of the business that your Clients desires to pursue. Are they also seeking some additional funds to expand their business ventures.Are they in the Hotel Business or are they in the oil and gas sectors. If they are eager to promote their products, what are the rulings relating to importing and distributing the products in Indonesia. 

Are they interested to conduct Coal Mining Operations in Indonesia, or are they just trader who wants to purchase coal from Indonesia. Those are some of the business operations aspects that you as a Business Lawyer have to explore and dig from your prospective Clients.  It is really interesting to be a Business Lawyer. The issue is that whether you want to be an In house Legal in a Corporation who conducts operation in Indonesia or are you interested to be a Lawyer in a Law Firm or you would like to practice as a Business Lawyer on your own. This all depends upon the circumstances and situation of you as a Lawyer. If you just graduated from a University in Indonesia, you might as well work in a Law Firm or apply to be an In-house Legal Counsel in a Company operating in Indonesia.

Everything needs learning and process of practicing your legal know how before you can become a professional Business Lawyer. This all depends upon your motivation and dreams in your life expectation and journey. Nothing is free in this world. So join the community of the Business Lawyer in Indonesia. Good Luck and success.

          

 

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 ?

-->
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.            

Business Lawyers Attitude

As a Business Lawyer you have to establish and develop a positive attitude in maintaining your integrity. You have to be honest and must keep your business ethics and morals to protect the business interests of your Clients. Remember that your Clients are business players who seeks profits in their venture.

You must overcome the legal problems to maintain the  smoothness  business operations of your Clients. You have to seek solution to overcome obstacles which may delay your Clients business achievements and goals. You have to master yourself with the business sense and desires of your Clients. You must not be blocking the wants of your Clients Business Objectives to the extent that you must  advise your Client to observe and comply with the legal requirements as regulated by the laws and regulations surrounding the business activities of your Clients as may be advised by you. 

You must lead the smooth path and advise the rules, laws and policies that have to be taken into considerations by your Clients. You must seek solutions to solve the obstacles that may be faced by the uncertainty of the laws and rules which may occur in a certain circumstances and situation. As a Business Lawyer you have to have a positive attitude  in bridging the communications between the Local Government , Central Government and your Clients business desires particularly relating to the legal aspects surrounding  the business operation of your Client in such Area .     

Insurance Clauses Coverage

If you are a Business lawyer drafting Business Contracts you may be requested to review the Insurance Coverage Clauses that have to be covered by the Contractor of your Client. You must ensure to protect your Clients from unforeseen losses and significant financial burdens. In organizing an insurance  program  it is advisable that you may request your Client to engaged for an Insurance Broking and Consultancy Services who may be ready to advise your Business Clients for guidance and consultation with the Insurance Program and Plan that have to be covered by your Client or the Contractor of your Clients who are providing services to your Clients Business Activities.

There may be 3(three) basic considerations which have to be viewed in organizing an insurance program, namely  :

1. Recognize the perils facing the business and potential loss surrounding or which may occur in your Clients Business Operations.

2. Investigating the methods by which the costs of  the Insurance coverage can be reduced, which includes "exploring" for appropriate insurance plans.

3. Prepare and insurance plan that is compatible with the operation and goals of Your Clients Business 

Whereas relating to the Insurance Coverage there are several Insurance Coverage which may be covered to cover the Assets as well as the Personal which are engaged and may be found and exposed suffering such losses among others : fire, liability, vehicle, equipments, workers compensation and some other desirable insurance coverage which may include Business Interruption, Crime and Key Employees.     

The above insurance coverage really depends on the nature and specific character involved and attached to the business operations of your Client. If your Client is in the Oil and Gas Business Operations there may be insurance Coverage for the Drilling Rig of the Drilling Contractor and other Services and Supporting of Such Drilling Operations activities among others the Cementing, Perforating,Well Logging, Drill Stem Testing,  Fishing, Completing the Well.

You have to ensure that the Insurance Company are competent to cover such Insurance Coverage. As a Business lawyer you have to make sure upon the wordings and sentence of the Insurance Coverage, the Period of the Insurance Coverage, The Insurance Policy, The Waiver of  Subrogation Clause to ensure that the Insurance  Company will Waive their  Right to Subrogate ( take over in claiming) or the Right to Claim against your Client or their employees and directors, after the Insurance Coverage had been claimed and paid  to your Client as the Beneficiary, Assured or Co Assured  of such Insurance  Coverage in event such unforeseen perils occurred.  

There are also occurrence where Insurance Company are reluctant to cover the loss due to the high risks exposure such as the Lost of Down Hole Equipment which are lost down deep in the Well. There may be Business Interruption Insurance where damage to your Client's property or machinery or stock could seriously disrupt the business income or profit and extra cots of your Client Business. The loss of your Clients Contractors and Suppliers may also impact Your Clients Business for which you may advise your Clients to cover the Business Interruption Insurance to cover the short-fall of the gross profit of your Client.

Those above are some glance view and picture of the Insurance Exposures that have to be explored and checked by the Business lawyer in coordination with the Insurance Broker and Insurance Consultant and your Client.