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.            

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.          

Maintaining Business Relation

It is really interested to learn and practice how to maintain your business relation with the Business Community. We are really lucky to have the experience in mastering a certain professional who are needed by the Business Community. You can build and maintain such relation after you are fully aware what is your function and what does the Business Community Needs. 

Every Business Community needs growth and ideas how to survive, establish continuity of cash flows,  make profit,   expand and  and grow. If you are eager to assist your Business Clients  desires and wants you have to be aware what they want to achieve success in their business objectives.     

You have to have certain value added to your business community. Business players needs funds or investors to establish their business desires and goals  which needs customers to purchase their products.  

Networks are really significant and important to get their business dreams comes true. You have to be patient in the process of learning and you have to be prepared to educate yourself to tune in the business community. Besides being a Business Lawyer you must have to continuously  expand your networks so that you can link and match the various stakeholders in the business community. 

You have to go out and make contact to your networks and serve the needs they required to start and make actions and steps to perform the desires and wants of the relevant business players. Business Lawyers does not stand by itself but has to develop and maintain contacts with the various business stackhloders. You have to be active and not pasive. You have to meet people and check what they need and require. Do not loose the momentum but create and make the momentum.

You will be amazed on the outcome of your making contacts and relations with the networks that you are linking and matching.  The results needs some time but you have to be consistent in developing the added value of your self in the business community.  Keep on maintaining and increasing your potential ability to establish and mainain such business relation so that a deal for the business transactions can be achieved and result a positive path.

Seeking Investors and Funds

You may notice that in the real business world, business players frequently are seeking funds or investors to expand their production capacity or pursuing new projects. In seeking there funds we as Business Lawyers might have an active role to assist our Clients in seeking such funds or investors. The mechanism of seeking such funds is that you must have networks who can advise you who to contact such Investors or Funds. 

The Funding or investors might be from your local area Country but they may also be from outside of your Country. The first thing that you must do is just ask one of your Business Investors Network who you can trust and ask whether they have some relevant contacts or experiencing in seeking such Funds or Investors. Your network may be some Capital Investment Consultants who have a wide range of networks in several countries.   There may be the Big players but there also may be middle class or boutique players. 

Your  Business Consultant Management Group may request you to contact your Clients who are seeking such Investors or Funds. When a specific date for a meeting had been set up you  may  coordinate  both of them to meet in  a certain place such as for instance in a coffee shop in a Hotel or in the office of your Business Management Consultant. In such first meeting  you will introduce each other and discussions will be held. In such meetings if both  parties had been acquainted with  each other  and communication has taken place,   the Business Consultant may request the Business Player to deliver what they want and might raise some questions which  usually relates to the capacity of the current production and the equipments and supporting infrastructure which they plan to develop to achieve their desire toincrease their production level capacity

 The Business Management Consult or the Investment Capital Company might also request the Business Player to provide them with the written Info Memo or Business Plan which requires such funding  or Investors. There may also be questions on what kind of cooperation or business relation is going to be established  and worked out relating to the need of such new Funds or Investors. These maybe Equity Share, cooperation, or split of the Profit and risk.

So it is quite interesting and exiting to make such contacts for which you as a Business Lawyer not only functioned as Business Lawyer giving Legal Advise,  but you may also seek, contact fund raiser  or Investors to your Clients,  for which you may also have the chance to get some fee payments for your services and also a certain Success Fee if such Business Contacts succeed in making a Business Deal.  

As the Business Players they may be able to seek the investors or funds by themselves, but if there is a media between them who can arrange and assist them professional in handling such business opportunities, it will for sure be benefit to safe their financial problems and difficulties, where  there might be someone out there, who can solve their business problems in a professional manner. These also depends upon your networks as to whether they are pro-active in striving to get their business deal succeed.

Well folks the above are some brief glance relating to seeking Investors and Funds to support your Client's Business Activities;

Cheers
Agung Supomo Suleiman