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Question No.

1
PT ABC is a foreign investment Company which runs business in oil and gas sector. PT
ABC is fully owned by foreign with the composition of 80% owned by DAN Ltd. Co. and
20% owned by an individual.
According to the establishment deed of the Company, it has been resolved that Mr.
Andrew, an American Citizen will act and is authorized as the Director of the Company
and Mrs. Wulandari, Indonesian Citizen will act and is authorized as the Commissioner
of the Company. The company is planning to appoint 3 locals and 2 expatriate to hold
position as general managers. In addition, the Company is also planning to hire 10 local
people as the employees in the Company.
For the above recruitment process, Mr.Andrew flew to Jakarta where he will have an
interview section together with Mrs. Wulandari. On their spare time, they also intend to
meet you to discuss the operational issues of the Company and employment matters.
On the meeting, Mr. Andrew has informed that he will not be staying in Indonesia and
will fly occasionally to Jakarta. Upon hearing the information from Mr. Andrew, Mrs.
Wulandari requests you to inform them the licenses for their expatriate including Mr.
Andrew as director.
Answer of No. 1
The requirements to getting licenses for the expatriates

Question No. 2
Your client, a local company established in Indonesia, intends to have a joint venture
with the foreign company. The agreed shares composition are 30% to be owned by your
client and the remaining 70% to be owned by his partner. The company that is going to
be established will provide technology and system in supporting the services. That
discussion had been started since the year 2012 and due to economic condition in US,
your client and its partner agree to temporarily hold the establishment of Joint Venture
Company.
Recently, due US economic strengthen, the partner wishes to establish the company
soon as practicable. They are sending term sheets which states the mutual agreement

reached back on 2012. Your client has informed his partner of changes in the
investment regulation. In the latest Presidential Decree No. 39 of 2014 on the List of
Business Fields that are closed to Investment and Business Fields that are
Conditionally Open for investment (Regulation No. 39/2014), the maximum foreign
capital ownership for data communications services has decreased, from 95% to 49%
unless integrated with wired/wireless/satellite telecommunications services in which
case the maximum is now 65%.
Pursuant on such, your client has informed his partner that the agreed composition is no
longer applicable but the partner insist to keep the structure and move forward with the
nominee arrangement where the legal and beneficial ownership is separated. The
partner proposing that the legal ownership in the company will be made in accordance
with regulation which is 49% for partner and 51% for your client but the beneficial rights
(ig dividend) that the clients and partners will receive will be 30/70. Your client further
asks your opinion with regard to the nominee arrangement and the proposed structure
from his partner.
Question No. 3
PT XYZ is holding 10% shares in PT PPP, a foreign investment company established
under the law of Indonesia. Another 90% shares is held by AAA Inc., a company duty
established and governed by Hongkong Law.
From its establishment date which was on 2000, PT XYZ as the shareholder has never
received dividend from the company though the PT PPP is financially stable and
profitable. The financial report of PT PPP has never been audited by the Independent
auditor. It always audited internally and from PT XYZ point of view, it was not presented
in accordance with Indonesian Accounting Standard. In the General Meeting of
Shareholders last April, PT XYZ found out that PT PPP lent it money to AAA Inc but
there was no clear explanation given to PT XYZ. Subject to its curiosity, PT XYZ
requested the company to appoint independent auditor but unfortunately it was
determined otherwise on the voting process. PT XYZ is now looking for lawyer to
represent the company in and outside the court. If you were appointed as PT XYZ
lawyers, what legal action you suggest to be taken by PT XYZ?
Question No. 4
The latest corruption case booming in Indonesia recently was Dahlan Iskan case. He is
alleged with corruption on the procurement of electronic cars.

The case started when Dahlan Iskan was served as the Ministry of State Owned
Company. He personally instructed PT BRI, PT Perusahaan Gas Negara and PT
Pertamina to be the sponsor for the procurement of electronic cars which will be used
for KTT APEC at Bali back on the year 2013. After being manufactured, the cars could
not be used for said occasion and he further alleges with the action of abuse of authority
and misconduct (in term of direct appointment) which cause the losses to the State.
His lawyer, Mr. Yusril Ihza Mahendra believes that his client is innocent in the case . he
confirmed that the electronic cars were manufactured for the KTT APEC Bali in order to
show the capability of Indonesia people in manufacturing said cars. Furthermore,
Dahlan Iskan as the former Ministry of BUMN was the authorized party to prepare and
find the funding since it was not budgeting in APBN.
Having reflected the case above, if PT Perusahaan Gas Negara/ PT BRI/ PT Pertamina
became the sponsor and donated some fund to the Ministry of BUMN for manufacturer
process and the manufacturer itself is totally failed, do you think Mr. Dahlan Iskan is
properly alleged on the corruption issue? Please give your reason.
Question No. 5
Mr. AS is the President Director of PT IB2, a limited liability company incorporated under
the law of the Republic of Indonesia, PT IB2 already possessed assets in form of land
which will be used to build a high rise office tower. The price of the land is US$
1,000,000,00. And others than said land, PT IB2 does not have any other assets. The
authorized and paid up capital in PT IB2 is in the amount of US$ 1,000,000,00.
For the construction, PT IB2 needs funding for around US$ 1,300,000,00 which
expectedly will be obtained from banking or finance institution. Prior submit a proposal
to the bank;Mr. AS would like to know the security that he might offer to the bank other
than the land itself to cover the security amount of 150% of the total loan. As Mr. AS
lawyer, what suggestion you would provide to Mr. AS and what legal documentation
required for the security you suggested?