Business Lawyer must honor Honesty and Good Corporate Governance

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  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 
  

Communicative Business Legal Writings By Business Lawyer

• As a Business Lawyer, when you are writing legal business articles  in your business blog what you must be aware of is that not all of your audiences are having lawyer profession background.   

• Thus, your writing must be communicative with the viewers.
• Accordingly, you have to use words which is understandable with your viewers.
• The more you use legal jargon which can not be digested or understood by your viewers, it is a sign that you are just busy with your legal professions and blocking your communications with the viewers.
• Business Lawyers must practice and try to learn to communicate with non lawyers especially the businessmen, management, end-users which may consist of various professional disciplines.
• Team work between various of discipline of professionals and expertise have to be established,  since at the end of the day your role as Business Lawyer must be beneficial and and can be perceived as having an added value with your business circles and community.    
• As a Business Lawyer, you may be master in your legal business professions, but if you fail to pass the message to your viewers you may be useless in the view of the non-lawyers background.
• Don't forget that your viewers in the business community are smart people and can easily know whether you are trying to establish a good team work communication with the viewers, or whether you as a Business Lawyer,  are still busy with yourselves and fail to communicate and pass your message with your audiences.
• We are all learning from our mistakes and every moment of our live we have to correct, learn and increase our capability of establishing a fruitful effective communication with all our viewers.
• Cheers. May your days to come be more fruitful and beneficial to yourself  and others
• Jakarta, 25th October 2009    
  

Honesty and Good Corporate Governance to be Kept by Business Lawyer

• as a Business Lawyer you have to maintain a certain honesty, good conduct and attitude, since trust and integrity is significant attitude that have to be established and maintained by every Business Lawyers. Sometimes you feel you do not know what to do with your business legal knowledge which you have experienced many years of your life. It is really an asset and you are trying to find out a way how you can survive and be a good part in the business society especially relating to your expertise and flying hours. 

In the business world everybody is trying to get a piece of the cake of the projects which are being pursued, developed, created,  occurring and happening all the time in this world. From the Macro perspective, many countries are fighting for their part of contribution in shaping this new era that we are experiencing. G8 is replaced by G20 where new faces are being included in making and shaping the world future stability in the economics trend.  The Global economic crisis had forced many countries to consolidate their financial capability and performances.

• In the news media we noticed that in a potentially momentous move, G20 had resolved to become a permanent body responsible for economic co-operation, where meeting  will be held annually at the level of leaders, rather than just finance minister. You may see the following  Pitsburg Summit The move demonstrates a recognition that the more limited G8 was hopeless, since it excluded the emerging economies of China, India, South Africa, Mexico and Brazil. We noted that Obama wanted to shift emphasis to G 20. In the Pittsburg Summit a final communique decided that they had designated G20 to be the main forum for their international economic co-operation. Among the other agreed steps,  were a move to give developing countries a greater share in the votes at the international finance institutions such as the IMF and the World Bank.Under this new regime, it was said that the IMF will regularly analyse whether the economic policies of G20 countries are consistent with "sustainable and balanced trajectories for the global economy .

Based on the above, we can observed that many groupings are being established   by the world leaders in order to survive and compete among the nations. We maybe witnessing the new era where due to the greediness of some of the players in the business world, many huge companies especially in the financial sectors are collapsing, and going bankrupt, due to the dishonesty of the players in exposing the false data and profile of their financial real conditions or bubble economy.

• From to the news media, we can see that there are certain people stealing monies from unsuspecting investors.So honesty and integrity plays an important role in this rough business world. There is a great change in the  mapping of the big players in the political, economical, culture and legal reformation. As shown above China India South Africa, Mexico and Brazil. are considered  being the new emerging economic countries, where they may  have a big role in the changing and founding  new ways to  establish  a NEW balance of  power influence among the nations in this world. 

In responding to the above developments,  legal reformation upon the legal rulings made by the Executives and the Parliament /House of the People Representatives of each country will play an important role in shaping the policy and direction of each respective country. The Free Trade and Free Economy Era , where Governments intervention was avoided,  which was once being the Master or the "Sacred Icon", are  being modified, which is shown by USA,  as the Father of the Free Market, where  the Government is bailing out many USA  Big Companies who are facing bankruptcy,  such as General Motors and Chrysler. This stimulus measures are made to save the US country from getting worse in this finance turbulance.  

• The Prime Mortgage issue which relates to Property has an affect to other business fields and had spread  out to other parts of the world. Indonesia and the other Asian Countries had already experienced this Baill - out  Program by the Government during the Economic Crissis Year 1998.With respect to the above Business Lawyers, in the pragmatical micro scale, have to be smart,  in viewing the above developments, in the sense that "Honesty" and "Good Corporate Governance" must play an important role in giving Legal Advices, Legal Opinions which frequently is structured and designed, based upon the the Legal Due Diligence upon the data/information  given by the Investors which shall be used by the Counter Part  either it is a prospective investors or financier to maintain honesty and good corporate governance to protect all the associated business stakeholders.

Well, the above is my observation as a Business Lawyer, who is trying to tap on the latest progress and trend emerging in this world related to Business Trend.

• Jakarta, 18 October 2009
• Agung Supomo Suleiman   

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Law Does Not Work On Empty Space

• As a Business Lawyer you have to know that law does not rule something which is vacant.
• So the object that you are intending to view from the legal aspects  are NOT related to Empty Space
  
• Accordingly, since you are a Business Lawyer,  you have to be aware of  the business object which your Clients wants you to protect from the legal aspects.
• You have to make sure that Businessmen in conducting their business, wants  to ensure that their investment or monies thrown in their business   are well legally protected and desires  to get profit out of their business ventures.
• For instances Businessmen or the Investors want to make sure that their monies either from Loans or Prospective Investors, which are invested or capitalized  in their Hotels Business which includes Fittings, Buildings, Lands,  all Fixed items and the moving assets, which will be part of the Hotel Accessories including the Manpower (from Management and all the supporting staffs) are secured starting from the Memorandum of Understandings, Legal Documentations of the Land and Buildings, Licenses needed, Loan Agreements, Cooperation Agreements, Management  Agreements, and all other documents and agreements, that are needed to be concluded including the Legal Due Diligence or Legal Opinion that are needed to be made depending on the negotiation and understanding between the Investors, Financiers, and all other  stakeholders relating to such Hotel Business Activities are really done and handled by Professional Qualified Business Lawyer.
• So as you may notice there are wide range of knowledge that as Business Lawyer has to dig from your Clients to enable you to provide professional legal  services to your prospective Clients and for sure Law Does Not Work In Empty Space so the Object of the Business should be clear.
• Cheers
• Jakarta, 15th October 2009
• Agung Supomo Suleiman
• Partner Law Firm Suleiman Agung & Co     
  

Exiting Experience as a Business Lawyer

Your Ad Here

As a business Lawyer you have to really think hard how to market and expose your self. For me since I like writing, I tend to expose my self by writing in my Blog which is called AGUNGSS Business Lawyer Note. In this Blog I can write the Business Law Experience which I had experienced during this 30 Years since I practiced Law at the Law Firm of Adnan Buyung Nasution & Associates back to the year 1979. Wauw I was still young during that time of period. But it is really exiting working as a Business Lawyer where I had helped my Senior Lawyers during those period by starting making researches upon the Law data and policy obtained from the Technical Department concern, as well as starting to draft agreements and letters from the legal aspects.
I remember handling matters relating to  banking, financing, labor matters, insurance, financing shipping business, trademarks, patents and drafting  agreements to be reviewed by my Senior Lawyers. I even do some searches in Sampit Pangkalan Bun representing an Insurance Client relating to the insured Tug Boats,  its Barges and Heavy Equipments such as Tractors being loaded and shipped for a saw mill deep inside Kalimatan, where the Barges were stranded at Pangkalan Bun, Sampit. There was no modern phone devices during those days, so it was rather hard to make contacts and communications with our Law Office at Jakarta. We were chartered a small Plane,  which flies very low and near the surface of the River at Kalimantan and was piloted by an Ex-American Pilot who experienced in Vietnam. Yes, it was really exiting experience which was occurring at the end Year of 1979. Well, the above was one of my experiences as a Business lawyer handling insurance cases  related to a stranded Barge at Pangkalan Bun Sampit, Kalimantan, Indonesia.
Cheers,
Jakarta, 14 th October 2009
Agung Supomo Suleiman  

Snap Shot Business lawyer

As a Business Lawyer you have also experienced yourself  running your own boutique Law Firm Shop, where there is the ups and downs of your cash flow
It is really not easy to run your own boutique shop
When you are an in-house Lawyer in a Company, the endusers as well as the management will come to your place to ask for your legal assistance;
Whereas, if you are opening your own shop, you have to market yourself to your Clients. You have to tell to them who you are and what can you do in terms of Legal Services.
So there must be a "mental switch" for you as the Partner of the Boutique Law Firm.
There is no free lunch in this world. You have to be expert in some legal aspects relating to the business environment. You have to go around and meet people outside your office.
As long as you like your new venture being an Independent Lawyer running your own Shop there will be an opportunity for your to get some work from your networks and links.
So, go out and meet people, and try to make new friends within your business legal expertise
Cheers
Jakarta 9 October 2009
Agung Supomo Suleiman