In ADCO, we do general corporate and commercial legal works, such us incorporation of companies, changes of capital and management, right issue, expanding line of business, assisting client in entering into join venture agreement with local / foreign partners, preparing and negotiating shareholders agreement, drafting of sales of goods, licensing, agency and distribution agreements.
CASE STUDY. We assisted a client to establish a foreign investment company with main business of being distributor to its affiliated company which is a manufacturer company. The affiliate company has been operating for more than 10 years in Indonesia, but for some reasons it is practicing “ilegal activities”, by importing finished goods from offshore manufacturer in one hand, and on the other hand assembling knocked down parts to be finished goods. This company solds the imported finished goods and assemblied-finished good to local customers. The works we did for the client was establishing a new PMA company and obtaining all necessary licenses for this new PMA company to act as a distributor entity to the affiiated manufacturer company and at the same time acting as distributor for the offshore manufacturer company.
Mining and Energy is one of the practice area of ADCO Attorneys at Law. We have skill and experience at helping clients across the mining, energy and natural resources in Indonesia.
CASE STUDY. A domestic coal company approached us with a problem that its coal mining operation in East Kalimantan is in a vulnerable situation because the company did not perform coal getting activities by its own, but it appointed a third party as mining contractor to do all things from exploration, coal getting, transportation to ROM stock pile and barging transhipment. The scheme was not uncommon on those days but since the Government had just enforced the prohibitionn of appointing contractor to do coal getting, the scheme was getting risky and in some other place the police had started taking action by stopping the operation and launch criminal investigation againts the companies practicing such scheme. The works we did for the client was reformating the scheme but not changing the commercial subtance in such a way that did not violating the government regulations.
We assist either client or strategic investor in restructuring a company. Most of the restructurisation cases are bad-debt related transactions, where we have to make up a company to to have better operation and financial operation.
CASE STUDY. We were requested by a local private equity company to advise it on a potential offer from a local company in Surabaya to save it from bancrupcty. The local company was indebted for more than USD60,000,000 to a national bank, and it experienced a difficult time in its business. The installment repayment had not been made by the local company for than 12 months before it came to our client. The works we did was we advise a restructuring scheme to the local bank where our client bought out the colateral (land asset) of the local company worth more than USD 100,000,000 using refinancing facility from the same local bank. After sealing the asset buy out, the client developed a property project on that piece of land and that local bank acted as primary financing party to project.
Dispute resolution is an important area of practice in ADCO. We represente clients in litigation and arbitration proceedings involving various types of disputes. ADCO Attorneys at Law is qualified to practice in courts of all levels and our lawyers regularly appear before arbitration institutions or tribunals as counsels or legal experts. We also represent clients in administrative dispute resolution and administrative disputes. Over the years, our dispute resolution team has gained a wealth of experience in handling complex commercial disputes, especially those involving mining and natural resources companies.
CASE STUDY. A foreign EPC company came to us for an advice. The company entered into EPC Contract with an Indonesian company to build a power generator in the eastern part of Indonesia. The indonesian company insisted that the delivery costs (without any exeption) of all parts, engine and equipment to the site job must be borne by the EPC company. In fact, to transport the huge turbine and engine from the port to the job site, they have to increase the capacity of 3 bridges, increase weight-load capacity of 4 km roads and build 1 new bridge of 100 m. The Indonesian company refused to bear and/or reimburse these costs. What we did was we – in colaboration with a Singapore Law Firm – submit a legal claim in SIAC (Singapore International Arbitration Center) againts the Indonesian company asking for reimbursement of costs of building or increasing capacity of the roads / bridges to deliver the turbine and engines to the job site.
We represent local and global enterprises in acquiring assets and and/or companies in Indonesia. We did the works from the very early stage of acquisition (ie. letter of intent) to transaction closing, from legal due diligence to structuring works, from administrative matters to hand over of the companies. We pride that clients see us not only as a legal advisor, but also as business and commercial advisor per se.
CASE STUDY. We represent a local conglomerate-group to acquire a company with initial total transaction value was more than USD30,000,000. This valuation is made based on an assumption that all past liabilities of the target company would be passed over to the seller parties. At that time, the target company was indebted to third parties for more than USD8,000,000. Based on the initial scheme, the USD30 mio would be paid in cash to the seller, and the seller would settle the debt of USD8,000,000 to the third party. What we did was we advised the client that the scheme is not the simplest and most tax efficient scheme. We gave an alternate scheme where the the shares consideration to be paid to the seller was only USD22,000,000, and the balance USD8,000,000 will be in a form of right issue of shares by the target company to be subscribed by the Client. By doing so, at the end of the transaction, the seller will bear the income tax only for USD22,000,000 and the target company had USD8,000,000 cash in its account to pay the debt to the third party.