Mr. Aji Sudarmaji is the president director of PT Bola Semesta (the “COMPANY”), a limited liability company incorporated under law of the Republic of Indonesia. He is in a meeting with the Company’s Board of Directors which the meeting that they have to hold after several previous meetings could not produce constructive and helpful resolutions to the Company’s situation.
Mr. Aji Sudarmaji, has been under a lot of pressure when he is thinking of the Company’s loss situation in the last 2 constructive financial years, on top of terrifying current debts which the company is starting to pay their installments. Despite the Company’s major creditors having conveyed their threats to file bankruptcy petitions against the company, recently he also heard the rumors on the price increase of the fuel, which will definitely increase the Company’s productions and operational costs.
Mrs. Lola Sempurna, as the finance director of the company, addresses her view that even though the development of banking business in Indonesia is promising, she is not sure that the company may obtain financing support from the money market with its current situation. She further informs the meeting that she has just met her friend who told her that his company raised a huge fresh fund from its initial public offering last month. Mrs. Sempurna confidently tells the meeting that the found from capital market is the answer for the Company’s situation.
The board of director’s meeting then resolved that the company needs to seek funds from the capital market to help its current situation. Mr. Sudarmaji then instructs Mrs. Sempurna to follow up and implement her idea. Now, you are in a meeting with Mrs. Sempurna and she is asking on how you can assist her implement the idea.
Question No. 2
Mr. Linda Sudarmaji, an Investment banker and a cousin of Mr. Aji Sudarmaji, has been watching PT Limbah Lestari for some time. Mrs. Linda Sudarmaji knows that this company is in a loss situation for the least in the last couple of financial years. Mrs. Linda Sudarmaji even managed to obtain copies of the Company’s financial reports, from which she can find that the balance of the equity of this company has reached its negative zone.
However, from her long and close surveillance she is pretty sure that the Company’s current situation is simply caused by bad management. That is why she is confident enough to prepare an acquisition proposal for the company. She comes to you and asks for your legal advice on her acquisition proposal and how to exercise it.
Question No. 3
Mr. Andi Nawawi is the president director of PT DAPUR ENERGI (The “Company”) a local company engaged in electricity power production. The company is now looking for financing support on the procurement of 2 gas turbine generation and gas supply.
In this effort Mr. Nawawi anggaged a financing advisor to seek the financing support. The financing team took a business trip to Europe and met Mr. Frank Thompson, the president of Deutsche Bank-Corporate banking division in Frankfurt. The project proposal was presented to Mr. Thompson then responded by expressing his interest in granting facilities to PT Dapur Energy in developing the power plant.
Mr. Thompson brought this proposal to the management committee meeting. Considering the situation in Indonesia, the discussion on that proposal was very tough but they admitted that the project was somewhat challenging. The management committee finally agreed to grant facility of US$ 200.000.000 to the Company and assigned Mr. Thompson contacted an Indonesian Lawyer to discuss the legal aspect of granting loan facility to an Indonesian company because they had learned that the new administration has a prudence policy on foreign debt management.
A week later, Mr. Thompson flew to Jakarta to meet you to discuss the legal aspect of granting loan facilities to PT Dapur Energi. You are now in a meeting with Mr. Thompson, please provide him with a detailed explanation of the legal aspect that Deutsche Bank has observed in leadiy money to PT Dapur Energi.
Question No. 4
Mr. Sadi Sangga Buana is welcoming his good friend James Obama, an American who really loves to spend his time traveling to exotic places, particularly in Indonesia. This time will not just another trip to Mr. Obama but more than that be wants his friend Mr. Sangga Buana to help him to establish a small tour traveling agency business in Indonesia.
Mr. Obama heard from another friend that this kind of business is actually not permitted for foreigners. However he really wants to have that business in Indonesia because for him this is more than just a business. That is why he specifically arranges this plan to ask for her from his friend, Mr. Sangga Buana to make his dream come true.
Mr. Sangga Buana then comes to you and asks for your assistance to make the dream of his good friend come true as a prominent lawyer. How can you assist Mr Sangga Buana?
Question No. 5
PT Air Capst (AC) is an Indonesian limited liability company which is in the business of lubricant production. One of these products is Air Cepat 2000 for oil digging machine cleaning.
AC appoints PT Matahari Terbit (MT) as its exclusive dealer for the eternity of Jakarta, Bogor, Depok, Tangerang dan Bekasi. Therefore AC and MT males enter into exclusive dealer contracts for the period of 3 years. One of the clauses in the contract stipulates that each of the parties shall be not allowed to conduct unilateral termination of the contract.
However in the firm year AC terminated the contract by giving notification letter to MY 7 days prior to the effective of such termination MT disagrees with the said termination and sends its formal letter containing its objection to AC. In addition, MT gets the information from customers that AC has already appointed a new dealer for the territory of Jabodetabek.
Mr. Ibnu Taufik Akbar as a legal manager of MT comes to your law offices and asks for your legal advice on the matter related to the unilateral termination of the contract conducted by AC, please explain the possible legal action can be taken by MT against AC. Who is the qualified person of MT that may authorize and grant full power of attorney?
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