Contract Drafting 2 nd Lecture – FHUI February 21, 2012

 Exploration and exploitation of natural resources-based products (oil, gas, mining, water, forestry and agriculture business)  Conversion of natural resources-based products into: (i) energy, and (ii) food products; Indonesia will become important provider to global markets  Trade activities of the above products  Infrastructure projects: power plants, toll road systems, railway systems, fresh water supply, seaports, airports, telecommunications, mass transportation, etc  Manufacturing of the above products and consumer goods  Property development to support economic growth  Technology/internet-based transactions  Corporate and project financing of the above projects  Green-based transactions to deal with unstructured economic growth  SME activities and micro financing  Syariah-based transactions

 Drastic change in the way people communicate, including the way clients communicate with their lawyers; lawyers who do not use technology-based communication will be losing their clients and eliminated from the markets  Database (laws and regulations, legal memorandum, forms, agreements) will be easily accessible either from law firms, governments, non-profit organizations or specialized data providers : free or almost free data base use  Generic corporate legal services such as legal audit, due diligence, compliance audit, governance audit, environment audit, corporate search, etc will be standardized using special or tailored programs that guarantee fast and accurate analysis  Generic agreements: shareholders agreement, joint venture agreement, loan agreement, secured agreement, real estate agreement, capital market transactions, employment agreement, sale of goods or services agreement, tender documents etc will use standard forms readily available and easily modified

 Lawyers education and training will be using online systems using rich database and sophisticated search engine that can produce a massive number of well- designed database for education purposes  Search engine to do research on investment in all fields, market conditions, key management key people and labor force, products and service requirements, land and properties, public policies, court and arbitration precedents, litigation forms, tactic and techniques, etc  All database will be made available by highly qualified professors and professional lawyers SO WHAT’S LEFT FOR THE BEST LAWYERS GRADUATED BY THE BEST LAW SCHOOLS?

THERE IS NO ANSWER: THE KEY WORD : ADJUST AND ADAPT YOURSELVES TO CHANGES !

 In order to survive in this coming competitive environment, law firms in Indonesia need to make adjustments in the following areas:  Support the government in complying with the WTO agreements on opening its markets including the legal service industry  Helping the government in applying a fair and transparent policies for foreign law firms operating in Indonesia, and support the Indonesian firms to operate in other jurisdictions  Exclude litigation from foreign law firm participation due to different ethical requirements and jurisdictional issues  Promoting equal joint venture or other equal cooperation arrangement with foreign law firms with focus on legal training for Indonesian lawyers  Empowering bar associations  Promoting continuing legal education programs  Applying high-tech infrastructure for its operations  Mastering database and knowledge management systems  Reaching out to other jurisdiction and mastering local knowledge

 In order to survive in this coming competitive environment, Indonesian lawyers should make adjustments in the following areas:  Self-improvement of education level  Mastering local knowledge and wisdom  Setting national, regional and international network  Use high-tech infrastructure and operating systems  Exposure to experience in international firms  Exposure in international working environment and transactions  Mastering the use of rich database and knowledge management  Taking positioning and giving contribution to policy making issues and processes

ABC corporation, a US-based corporation under the laws of New York is proposing a merger with DEF Ltd., a Dutch-based corporation under the laws of the Netherlands. ABC Corporation has 3 independent subsidiary companies in Indonesia in gold mining, coal mining, and pharmaceutical company. DEF Limited has 3 independent subsidiary companies in mining services industry, mineral trading company and retail consumer-goods company. The total employees of all 6 companies after the merger will be 10,000 employees with 6 independent labor unions, and total board members (BoD and BoC) will be 20 members. The lenders consist of banks, bond holders, suppliers, contractors and others. Several subs in Indonesia are publicly-listed company.