Corporate & Commercial Law

From entity formation to governance, from commercial contracting to mergers and acquisitions, our corporate practice is built to accompany a business across the full arc of its life, under the framework established by the Company Law (UU Perseroan Terbatas) and the regulatory requirements that attach to each stage of corporate existence. We structure new ventures — choosing the entity form, drafting articles of association, and advising on the capitalisation and shareholder arrangements that will determine how disputes are resolved long before any dispute exists — and we advise established businesses on the governance obligations that follow: board composition and authority, shareholder meetings, related-party transactions, and the disclosure and approval requirements that Indonesian company law imposes on decisions of consequence.

Our commercial contracting practice is the daily engine of this work. We draft and negotiate the agreements that govern how businesses actually transact — supply and distribution agreements, joint venture and shareholder agreements, licensing and franchise arrangements, service and consultancy agreements — with attention to the clauses that matter most when a relationship goes wrong: governing law and dispute resolution, termination and its consequences, indemnification, and the allocation of risk between parties who, at the time of signing, are usually more interested in getting to agreement than in anticipating its breakdown. We regard that anticipation as our responsibility, not the client's, precisely because the client is focused — rightly — on the commercial opportunity in front of them.

Where a transaction involves the acquisition or combination of businesses, we advise on structure, conduct legal due diligence, draft and negotiate transaction documents, and manage the regulatory approvals — including, where relevant, notification to the Indonesia Competition Commission (KPPU) — that an acquisition of sufficient scale requires. Due diligence, in our experience, is where transactions are actually won or lost: a warranty negotiated after the fact cannot undo a liability that proper diligence would have caught before signing.

We regard commercial counsel as inseparable from commercial judgment. An opinion that is doctrinally sound but commercially naive serves no client well, and a corporate lawyer who cannot explain why a clause matters in terms a business owner understands has not finished the job of advising. That standard governs every engagement in this practice, from the smallest services agreement to the largest transaction.