Corporate and Commercial

Lubis, Santosa & Maulana provides a full range of quality corporate and commercial legal services. Over the years, we have provided assistance to and maintained relationships with a wide range of clients throughout Indonesia and abroad including individuals, private and public companies, multinational corporations, state owned enterprises as well as governmental agencies and institutions in relation to their corporate and commercial transactions. We have a team of lawyers with expertise and experience in different types of areas ranging from corporate, investment, banking, finance, capital market, energy and natural resources, infrastructure, real estate and construction as well as all types of commercial transactions.

In the Asia Pacific Legal 500 (2006/2007 edition), Lubis Santosa & Maulana has been mentioned as one of recommended law firms in Indonesia for its Corporate/M & A practice. The Chambers Global (2007 edition) has also recommended Dr T Mulya Lubis, Senior Partner of the firm, as leading individual in Corporate/Commercial practice and is described as the “most highly effective advocates in Indonesia” and “an invaluable lobbyist with an extraordinary profile and enormous clout”.

For a more detailed description of the breadth of our practice and sample of corporate and commercial transactions that we have provided to our clients, please click on the practice areas indicated herein below.

Our Corporate and Commercial’s practice groups structures and advices on all types of company or other legal entities formations, corporate compliance, merger and acquisitions, company restructuring, liquidation, joint ventures, joint operations, shareholders agreements, employment related issues and other areas related to the setting up and maintaining a business presence in Indonesia. We also assist executives in the legal implications of day-to-day operational issues.

Lubis, Santosa & Maulana also counsel, draft and negotiate all types of commercial transactions and agreements, tailoring the results to the client’s objectives. Our lawyers regularly serves clients with respect to technical assistance and licensing agreements, management contracts, leasing, manufacturing, agency, distribution, franchise agreements, build, operate and transfer or lease agreements, technology and intellectual property transfer

Lubis Santosa & Maulana have served clients and involved, among others, in the following assignments:

• The Indonesian Bank Restructuring Agency in the special due diligence with regard to the closure of certain national banks in 1998;
• PT Holdiko Perkasa, in the asset disposal process of its subsidiaries, which include companies in the business of plantation, chemical, real estate, manufacturing, etc.;
• Komite Kerja Sektor Keuangan, in the compliance due diligence of the signatories of certain Master Settlement and Acquisition Agreement (MSAA), Master Refinancing and Notes Issuance Agreement (MRNIA) and Deed of Acknowledgement of Debt (Akta Pengakuan Utang- APU) for the interest of Legal Aid Team (Tim Bantuan Hukum) of the Indonesian Bank Restructuring Agency (IBRA/BPPN)
• The National Institute of Health Research and Development of Department of Health of the Republic of Indonesia in certain legal issues relating to H5N1 virus issues, which include advising and drafting memorandum of understanding for the development of vaccine, material transfers agreement, vaccine supply agreement and other related legal issues pertaining to research cooperation for the development of the vaccine;
• Samtan Co.,Ltd, Korea, in the due diligence and bidding process of PT Bali Nirwana Resort, the largest integrated 5-star resort development in Bali under the Credit Assets and Shares Disposal Program of PT Perusahaan Pengelola Aset (Persero);
• Advising, negotiating and drafting agreements for a number of local and foreign companies on the shares and/or assets acquisitions of several companies in the textile, plantation, airlines and banking industries;
• Advising and assisting PT Krama Yudha, a sole distributor of Mitshubishi’s vechicle in Indonesia in the drafting and negotiation of the distributorship agreement with its principal, shareholder agreement, acquisition and other general corporate legal matters relating to the business of PT Krama Yudha;
• advising and assisting PT Garansindo Inter Global, the first company in Indonesia providing warranty for built-up vehicle in Indonesia, in the preparation of the scheme of warranty as well as all documentations, including agreements, relating to the operation its warranty;
• Drafting and negotiating joint venture and/or shareholders agreements for a number of local and foreign clients with regard to foreign investments in Indonesia in various industries. These includes clients investing in the construction and management of a toll road project located in Central Java, Indonesia; manufacturing of pharmaceuticals products, furniture, fisheries and confectionery, air condition, marketing and distribution and others;

Lubis, Santosa & Maulana serves international and domestic institutions related to banking and capital market as well as corporations involved in the financial transactions. The firm offers services in the areas of loan, security documents, bank syndications, issuance of commercial paper, cross border lending, leasing, project finance and debt restructuring. In the field of capital market, we are qualified to represent issuers, underwriters and investors in equity or debt securities transactions, initial public offerings and secondary offerings as well as to advice public and securities companies in relation to capital market regulatory compliance.

Lubis Santosa & Maulana have advised and served clients, among others, in the following transactions and assignments:

• Initial Public Offering of PT Tempo Inti Media, the largest weekly magazine in Indonesia; preparing and conducting due diligence in the proposed Initial Public Offering of PT Pupuk Kaltim, one of the largest fertilizer companies in Indonesia as well as PT Indofood Sukses Makmur in the proposed IPO of its division, Bogasari Flour Mills, the Indonesian largest flour mills;
• Advised and represented banks or other financial institutions, such as HSBC, Export Import Bank of Malaysia Berhad, American Express, Credit Lyonnais, Bank Danamon and Bank Bali  in extending loans to the numbers of Indonesian companies or in relation to provision of securities;
• Advised and represented companies, such as for a telecommunication operator in Indonesia, Metro Supermarket Group, APAC Group, in receiving loans from local and international banks or other financial institutions;
• Advised and represented PT. Bank Danamon Indonesia Tbk in the restructuring agreements in relation to the USD 2,200,000,000 ethylene plant owned by PT. Chandra Asri and the conversion of US$ 650,000,000.00 debt into equity;
• Drafted Master Derivatives Agreement to accommodate currency and interest derivatives transactions for use by PT. Bank Danamon Indonesia Tbk. throughout its banking network;
• Drafted Merchant Agreement for use by PT. Bank Danamon Indonesia Tbk in relation to its credit and debit card transactions;
• Advised and represented an Indonesian entity in the negotiation of assignment of purchase rights and lease back contracts with Indonesian state airlines as well as in the arrangement of financing for the purchase of US$330,000,000 in aircraft including Export Import Bank of the United States financial guarantee facilities;
• Advised and represented a leading Indonesian bank and major international Korean bank for the establishment of a joint venture multi-finance company in Indonesia;
• Advised and represented an Indonesian bank and a French insurance company for the establishment of a joint venture insurance company in Indonesia;
• Advised and assisted a joint venture insurance company in its liquidation process in Indonesia;
• Advised and assisted the liquidator of PT Bank Pacific (in liquidation) on legal issues relating to the liquidation of the bank.
  

We offer advice and assistance to mining and oil and gas companies as well as supporting services companies in these sectors to undertake their businesses in Indonesia. Our team advises and assists clients in various legal issues related to mining concession and licenses, mining cooperation, land related issues, mining related agreements and acquisition and disposal of mining areas and companies. We also serve assistance in the preparation and contract negotiation as well as legal and other regulatory concerns for our mining and oil and gas clients.

Lubis Santosa & Maulana have served and advised clients, among others, in the following assignments and transactions:

• Advised and assisted an Indonesian company in its efforts to apply and acquire an oil block in Indonesia through a direct appointment as well as in relation to its cooperation with strategic partner for the acquisition and development of the block;
• Advised and assisted a major coal producer in Indonesia in relation to the cancellation of its mining area by the local authorities;
• Advised and assisted an Indonesian company in the sale and transfer of its oil block in Sumatra, Indonesia;
• Advised and assisted an Indonesian company in certain legal issues relating to the sale and transfer of its interest in a Technical Assistance Contract (TAC) in Sumatra, Indonesia;
• Advised and assisted PT Petrokimia Gresik in relation to its gas supply agreement for its petrochemical factory in Gresik, East Java.
• dvised and assisted PT Petrosea Tbk in relation to a cooperation with its business partner and on the PKP2B issues of its subsidiary;
• Advised and assisted some foreign investors in acquiring Mining Authorizations (Kuasa Pertambangan or KP) awarded by the local government to some domestic mining companies in Indonesia.
  

Lubis Santosa & Maulana offer advice and assistance in infrastructure projects. We counsel, draft and negotiate infrastructure related agreements as well as in advising and negotiating the financing of the infrastructure projects.

We have assisted and advised clients, among others, in the following assignments and transactions:

• Advised and assisted an Indonesian company in the joint venture agreement with a Malaysian company for the construction and management of a US$280,000,000 toll road project located in Central Java, Indonesia as well as advised, assisted and negotiated client in relation to Toll Road Authorization Agreement and the Construction Contract;
• Advised and assisted a Malaysian consortium composed of Perspec Prime (Malaysia) Sdn. Bhd., Road Builder (M) Sdn. Bhd., Comtrac Sdn. Bhd. and Ranhill Corporation Sdn. Bhd. (a consortium which was created upon the request of the Indonesian President by the Malaysian Government’s Presidential Cabinet to assist Indonesia in economic recovery) with respect to the rights of the consortium in relation to their selection as the preferred strategic partner for purposes of building the USD 500,000,000 Jakarta Outer Ring Road and the obligations of the Indonesian Government and its agencies, the Indonesian Banking Restructuring Agency (Badan Penyehatan Perbankan Nasional), PT. (Persero) Jasa Marga (a state owned company authorized to develop and operate toll road) and PT. Jalantol Lingkarluar Jakarta (a special purpose company owned by the Indonesian government established for purposes of building the Jakarta Outer Ring Road) who attempted to terminate the consortium’s rights.
• Advised and assisted an Indonesian company in the negotiation of a proposed joint venture agreement with a US Company for the development and operation of a 400 megawatt power generation facility in North Bali, Indonesia, as well as in the preparation of financing contracts, engineering procurement contract and power purchase agreement;
• Advised and assisted an Indonesian company in the drafting and negotiation of a joint operation agreement with a China based company in the proposed development, operation, and management of an Integrated Bus Station Project to be located in Bandung, West Java;
• Advised and assisted an Indonesian government agency in the drafting and negotiation of a joint venture agreement with a foreign port authority in the in the proposed development, operation, and management of a special port in Indonesia;
  

Lubis, Santosa & Maulana also counsel all types of real estate and construction transactions and agreements. We had experiences in negotiating and drafting of all types of construction contracts for developers on all types of real estate development. We also serve clients in securing title to real estate for plants, offices and residences. We negotiate and draft commercial lease, hotel and apartment development and management contracts, as well as in the strata title projects.

Lubis Santosa & Maulana have assisted and advised clients, among others, in the following assignments and transactions:

• PT Metro Supermarket Realty, Tbk., in various projects and assignments in relation to its apartment, hotel, commercial lease, residential and its plantation estates;
• Advised, assisted and drafted for some Indonesian clients with regard to construction contracts for the development of their apartment, hotel and office buildings in Jakarta and Surabaya;
• Advised and assisted an local client in the setting up of a company engaged in the hotel business as well as assisted in obtaining necessary licenses required for the operation of the hotel;
• Hotel Santika, in relation to the preparation and drafting of its standard hotel franchise agreement;
• Advised and assisted an Indonesian client in relation to hotel management agreements with Westin and Sol Melia for their proposed hotels in Bali and Surabaya;
• Some foreign investment companies and representative offices in its land acquisition and/or commercial lease agreements;
  

Lubis Santosa & Maulana also counsel all types of commercial transactions. We advise, assist and negotiate of all types of commercial transactions, which include publishing agreements, movies development agreements, information technology related agreements and others.