Indonesia - IFLR1000

Indonesia 

459 


Chamber of commerce: 

Jakarta Chamber of Commerce and 

Industry 

Majapahit Permai Block B 21-23 

Majapahit 18-20 

10160 Jakarta 


Tel: +62 21 380 8091 

Fax: +62 21 384 4549 

Email: kadinjkt@indosat.net.id 

Web: www.kadin.or.id 

Professional body: 

Ikatan Advokat Indonesia 

Complex Duta Merlin Block B-30 

J1 Gajah Mada 3-5 

Jakarta 10130 


Tel: +62 21 633 1636 

+62 21 633 5138 

Fax: +62 21 633 3326 

Modernisation of financial 

markets law 

Oene Marseille and Freddy Karyadi 

Ali Budiardjo Nugroho Reksodiputro 

Jakarta 

Various new legislations, focusing on modernising 

the existing Indonesian investment 

climate governing the financial markets, were 

passed under the Susilo Bambang Yudhoyono 

presidency. 

Takeover - tender offer rule 

On June 30 2008, a new regulation on public 

company takeovers (mandatory tender 

offers) came out to increase the liquidity of 

the capital market. Under the new Rule 

IX.H.1, in conjunction with Rule IX.F.1, 

where a party (the prospective acquiror) 

acquires the shares or equity securities of a 

public company and the acquisition results in 

the owning of 50% or more of the company’s 

total outstanding shares (the threshold triggering 

the tender offer requirement was 25% 

under the previous regulation), or the acquisition 

results in the owning of less than 50% 

of the company’s outstanding shares but the 

gaining of direct or indirect control of the 

company through its representation on the 

management or policy-making of the public 

company, the party has to announce to the 

public and Capital Market Supervisory Board 

(BAPEPAM-LK) two business days after the 

takeover, stating the total amount of shares 

acquired, the total amount of its share ownership, 

and the personal information of the 

new controller. 

The prospective acquiror must commence 

a tender offer under Rule IX.F.1 to buy all the 

remaining shares in the public company, 

except for shares owned by: 

(a) any selling shareholder that has made a 

public company takeover transaction with the 

new controller; 

(b) any other person who has already 

obtained an offering with similar terms and 

conditions to those of the new controller; 

(c) any other person who, at the same 

time, also conducts a tender offer for the same 

shares; or 

(d) substantial shareholders or other controllers. 

The tender offer statement will become 

effective, at the latest, 15 days after the 

BAPEPAM-LK receives the complete tender 

offer statement. 

For a tender offer following a takeover, the 

tender offer price must be at least equal to the 

highest trading price during the 90-day period 

before the announcement. 

If the tender offer results in a share ownership 

of more than 80% of the paid-up shares 

in the public company, the new controller has 

to re-sell the shares so that 20% are held by 

the public (divided among at least 300 shareholders) 

within a period of two years after the 

completion of the tender offer. The same rule 

applies to a takeover in the event that the new 

controller holds more than 80%, in which 

case he will be required to divest the balance. 

Any seller of the shares of the public company 

that is subject to the takeover will pay 

0.1% final income tax on the gross amount of 

the disposed shares through the stock 

exchange. If the seller transfers the shares outside 

the stock exchange, the normal income 

tax rate (maximum 30%) for capital gains 

earned will apply. 

Government Sukuk Law 

On May 7 2008 the Syariah Sovereign 

Securities Law 19 of 2008 (SSS Law) governing 

syariah sovereign securities (SSS) was 

issued based on the syariah principle constituting 

an evidence of participation over SSS’ 

assets, either in rupiah or foreign currencies. 

The SSS’ assets: (i) may be in the form of 

land, building or other objects as the underlying 

asset for the issuance of the SSS; and (ii) 

may be utilised by the Minister of Finance 

through a sale or lease (the period of the lease 

may not be longer than 60 years). 

SSS may be scripted or scriptless and may or 

may not be traded on the secondary market. 

Six types of SSS 

These securities take six forms: 

1. Ijarah SSS, whereby a party leases an 

asset to another party over a specific period 

and charges rental fees. 

2. Mudarabah SSS, a cooperation agreement 

whereby the investor provides capital to 

another party with skills and expertise 

(mudarib) in order to undertake a business or 

investment activity. While profits (nisbah) are 

shared on a pre-agreed ratio, losses are borne 

by the investor alone unless the mudarib causes 

such losses due to his default. 

3. Musyakarah SSS, a cooperation agreement 

whereby all partners are investing their 

respective contribution (funds or other forms) 

and are entitled to a share in the profits of a 

project in a mutually-agreed ratio. Losses are 

shared in proportion to the amount invested. 

4. Istishna SSS, a contract of acquisition of 

goods between the parties wherein the specification, 

manner and period of delivery of 

goods and the price of goods are stipulated by 

the parties. 

5. Other types of SSS re-issued based on 

other agreements as long as they do not 

breach syariah principles. 

6. SSS issued based on a combination of 

two or more of the above types. 

The issuance of SSS is made to finance the 

state budget, as well as to fund project development, 

either through an SSS-issuing company 

or directly by the Indonesian 

Government. In addition, an SSS issuance 

requires the approval of the Indonesian 

Parliament as part of the state budget for the 

year. Another requirement for the issuance of 

SSS is the fatwa or statement that the SSS 

conforms to syariah principles, which are 

issued by an institution having the authority 

2009 EDITION www.iflr1000.com

460 

Indonesia | Financial and corporate 

to issue a syariah fatwa (the Indonesian 

Islamic Scholars Assembly/MUI or another 

institution appointed by the government). 

It is to be noted that the transfer of stateowned 

goods is treated specifically and differs 

from an ordinary transfer of state-owned 

goods as governed by Treasury Law 1 of 2004. 

The details of such transfers are: (i) sale 

and/or lease will be done only over the utilisation 

rights of the state-owned goods; (ii) there 

is no legal title transfer (absence of true sale) 

of the state-owned goods; and (iii) there is no 

physical delivery of such state-owned goods, 

therefore the transfer does not disrupt the 

operation of governmental tasks. 

The trustee of the SSS is directly appointed 

by the Minister of Finance in the event that 

the SSS are issued directly by the Indonesian 

Government. If the SSS are issued by the SSS 

issuing company, the SSS issuing company is 

to act as the trustee or may appoint any third 

party as the trustee with the approval of the 

Minister of Finance. 

The management of SSS is handled by the 

Minister of Finance, whose tasks include the 

determination of management strategies and 

policies, including for risk management. 

If SSS are issued abroad, the Minister of 

Finance appoints Bank Indonesia as the 

administration agency to conduct the SSS 

administration and accountancy. The 

Minister of Finance may appoint Bank 

Indonesia or another party as the fiscal/paying 

agent after having consulted Bank Indonesia. 

At the moment, an SSS issuance carries a 

double-payment obligation of income tax and 

VAT, one on the transfer of the assets from the 

government to the SSS issuing company and 

another on the return of the assets once the 

SSS have been fully repaid by the SSS issuing 

company. However, the Director-General of 

Taxation has agreed to issue a regulation that 

will abolish double taxation. 

Capital markets 

Recommended firms 

Tier 1 

Bahar & Partners 

Hadiputranto Hadinoto & Partners 

Makarim & Taira S 

Makes & Partners 

Melli Darsa & Co 

Mochtar Karuwin Komar 

Tier 2 


Assegaf Hamzah & Partners 

Hiswara Bunjamin & Tandjung 

Hutabarat Halim & Rekan 

Tier 3 

Kartini Muljadi & Rekan 

Lubis Ganie Surowidjojo 

Soemadipradja & Taher 

Banking 


Tier 1 





Tier 2 



DNC Law Firm 





Soewito Suhardiman Eddymurthy Kardono 

Tier 3 

Hanafiah Ponggawa & Partners 

Hendra Soenardi & Rekan 



Tumbuan Pane 

Mergers and acquisitions 


Tier 1 




Tier 2 







Tier 3 







Soebagjo Jatim Djarot 


Project finance 


Tier 1 





Tier 2 





Tier 3 







Widyawan & Partners 

www.iflr1000.com 

2009 EDITION

Financial and corporate | Indonesia 

461 

Restructuring and insolvency 


Tier 1 




Tier 2 

BT Partnership 




Tier 3 

DNC Law Firm 





Tumbuan Pane 

Despite the challenges posed by corruption 

and the regulatory environment, investors 

continue to look to Indonesia for natural 

resources in plantation, mining and energy 

projects. From all regions around the world, 

especially China, India, Japan and the Middle 

East, they have shown great interest in 

Indonesia. “Commodities and commodityrelated 

transactions have been coming fast and 

furious,” says one lawyer, adding that the relatively 

cheap price of assets like oil and gas in 

the country make it an attractive destination. 

Perhaps the best evidence of the enthusiasm 

for such projects can be seen in the $1.3 

billion IPO of coal-producer Adaro Energy 

this past July, Indonesia’s largest IPO ever, 

which was five times oversubscribed. Adaro 

Energy has been using the proceeds to acquire 

the remaining shares of Adaro subsidiaries, 

thus consolidating to become one of southeast 

Asia’s largest integrated coal-mining operations. 

Deals relating to plantations have also 

been on a steady increase, and this interest is 

set to grow further if biofuel technology picks 

up, as plantations in Indonesia and Malaysia 

produce 85% of the world’s palm-oil supplies. 

In addition, alternative-energy and climate-change 

projects, such as geothermal and 

hydroelectric energy projects, are becoming 

more popular. One example was the Wayang 

Windu geothermal project in June 2007, into 

which Magma Nusantara invested $211 million 

financing. 

M&A has also been brimming with activity 

this year. In particular, government activity 

and Bank Indonesia’s Single Presence Policy 

have encouraged an increase in banking sector 

M&A deals. The Single Presence Policy, 

released in June 2006, states that no party can 

control more than one bank within the country. 

This has led to not only a number of 

mergers, but also to a number of acquisitions 

that increased the presence of international 

institutions in the domestic market. 

Similarly to many other countries in the 

region that felt the brunt of the credit crunch, 

Indonesia’s bond market suffered a slowdown, 

though offshore issuances have continued. 

Before the subprime crisis, the country managed 

to squeeze in 2007’s largest corporate 

debt issue, with Perusahaan Listrik Negara 

(PLN) issuing $1 billion bonds. 

Meanwhile, Indonesia’s new Capital 

Investment Law and Company Law, both 

passed last year, have sought to encourage 

inbound investment by improving the country’s 

business practice standards. Many 

lawyers have adopted a wait-and-see attitude 

toward the new Laws. “Indonesia still has a 

relatively protectionist Labour Law, a court 

system that has some problems with enforcement, 

and some tax issues,” one lawyer comments. 

“It didn’t do as much as it could have, 

but it may be enough for the market.” 

Ali Budiardjo Nugroho 

Reksodiputro 


(ABNR) caters to many international clients 

and gains high rankings across the board in 

financial and corporate work. The areas of 

project finance, capital markets and M&A 

have been especially favourable to the firm 

this year. 

“The good thing about ABNR is that they 

have a spread across the products that we are 

dealing in on the bank side of course, on the 

lending products, on the capital markets side, 

on the securities companies, on the bond 

products,” says one client, adding: “They give 

sound advice, they are relatively efficient, and 

are not too expensive. So what more do we 

want?” 

The firm had a lead role advising the 

Indonesian government in its $1.5 billion 

debt issue, one of the largest 30-year bond 

issuances by an Asian issuer. In project 

finance, Ali Budiardjo Nugroho Reksodiputro 

has completed a number of key deals, including 

a $1 billion joint venture between 

Indonesia and the Qatar Investment 

Authority on infrastructure and energy projects. 

Another Middle East-related deal saw the 

firm helping the Dubai Investment Group in 

the acquisition of a large stake in Bank 

Mayapada, a listed Indonesian bank. Ali 

Budiardjo Nugroho Reksodiputro also 

advised Spinnaker Asset Management on its 

$21.6 million acquisition and subsequent tender 

offer of shares in Trimegah Securities. 

Emir Nurmansyah and Theodoor Bakker 

are names that often come up in discussions 

of leading lawyers not only in the firm but in 

the country. Of Bakker, one commentator 

says: “He is very knowledgeable on 

Indonesian law, and obviously has the ability 

to give interpretations of where things aren’t 

specifically covered by reference to Dutch law 

which is very helpful. I’ve got a great deal of 

confidence in his advice.” 


advised on a number of loans this year, 

notably helping Lehman Brothers’ special-situations 

group in relation to a $75 million 

loan and $75 million warrant to MNC 

Skyvision. Additionally, the firm’s client roster 

for legal advice on structured finance transactions 

over the past year has included JP 

Morgan Chase, Merrill Lynch, BNP Paribas 

and Citibank. 

“They’re clearly one of the technically best 

law firms in Jakarta,” says a client of the firm. 

“They’re always a firm I recommend to people 

who ask me about lawyers in Indonesia.” 

Leading lawyers 

Theodoor Bakker 

Emir Nurmansyah 


Despite its relatively small size - three partners 

and 16 associates - this boutique firm boasts a 

strong practice across various areas, especially 

in capital markets work. “Fikri Assegaf is 

young and smart,” says one client of the firm’s 

co-founder. “He is well connected to the government 

and the capital markets authority.” 

Though the bond market was slow this 

year, Assegaf Hamzah & Partners was still able 

to work on a number of issues. Notably the 

team advised Indosat, an Indonesian telecoms 

company on a couple of public offers consisting 

of both Islamic ijarah bonds and conventional 

bonds. One offer was valued at Rp3 

trillion ($328 million) in May 2007 and the 

other at Rp1.5 trillion in March 2008. 

In banking, partner Bono Daru Adji capitalised 

on the firm’s strong relationship with 

Indosat to represent the company in obtaining 

several loan facilities: Rp2 trillion from 

Bank Mandiri and Rp1.6 trillion from Bank 

Central Asia. In Ilthabi Bara Utama Finance’s 

issuance of fixed-rate structured notes worth 

$135 million, Assegaf Hamzah & Partners 

represented investment firm Stark 

Investments, one of the lenders. 

Showcasing their versatility, Assegaf, Adji 

and team advised the Elnusa Group, an oiland-gas 

company, on a complex deal involving 

the pre-IPO restructuring and merger of 

its subsidiaries in November 2007, and the 


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company’s consequent Rp584 billion IPO in 

January 2008. 

On other acquisition deals, the firm represented 

Titan Petrokimia Nusantara, a plasticfilm 

producer in its $188 million acquisition 

by Fatra International Holding. It also represented 

Sigmanta Alfindo on the Rp674 billion 

sale of shares in supermarkets operator Alfa 

Retailindo. 

Reflecting growing interest in clean-energy 

projects in the country, the firm represented 

Magma Nusantara in its $211 million financing 

of the Wayang Windu Geothermal Project 

in June 2007. 

“I like them because I can easily communicate 

with them,” says a client. “They try to 

accommodate your needs.” 


Fikri Assegaf 


Bahar & Partners is best known for its capital 

markets practice, though its banking, M&A 

and project finance work have also garnered 

respect in the market. The firm’s clientele 

includes local companies as well as a broad 

range of international companies. 

Partner Atik Susanto recently led a team 

acting as Indonesian counsel to an international 

coordinator for an IPO on the 

Singapore Stock Exchange. With international 

share offers under Regulation S/Rule144A, 

the listing comprised shares in a holdings 

company that owns shipyards in Indonesia. 

Partners Wahyuni Bahar and Wiyono Sari 

led the way on a number of debt capital markets 

deals. State-owned electricity company 

PLN awarded a consortium as contractor for 

two coal-fired power plants in the country 

and the firm advised an offshore mandated 

lead arranger of the consortium in the 

issuance of bonds and guarantees. Another 

deal saw the team advise Credit Suisse in 

Singapore as a standby purchaser on a Rp40.1 

trillion rights issue by Bakrie & Brothers. 

The firm’s advice to a plantation company 

in procuring credit and facilities from Bank 

Rakyat Indonesia reflected the health of the 

plantation industry this year. Also utilising the 

firm’s international experience were South 

Korea’s Hana Bank and the International 

Finance Corporation, which acquired a 

majority interest in the local Bank Bintang 

Manunggal. In another M&A deal, Sari, 

Bahar and their team advised a consortium 

making an acquisition of an interest in the 

PSC Ramba oil block from ConocoPhillips. 

The firm also provided counsel in relation 

to various few toll-road deals. Sari and Bahar 

represented the concessionaire of the 

Cikampek-Palimanan toll road in obtaining 


an Rp5 trillion loan from a local banking syndicate. 

Additionally, the firm advised the 

investors of the Pejagan-Pemalang, Pemalang- 

Batang and Batang-Semarang toll roads in 

their joint-venture negotiations. 


Wahyuni Bahar 

BT Partnership 

Headed by leading lawyers Rahmat Bastian 

and Satrya Wijaya Teja, BT Partnership is a 

boutique firm known for its specialty in 

restructuring and insolvency. Furthermore it 

has experience in capital markets, banking, 

M&A and project finance work. This experience 

has served the firm well as the restructuring 

and insolvency market in Indonesia has 

taken a back seat in the past years to the 

steady dealflow in other area. 

“Rahmat is commercially-minded, I think 

that’s important,” comments one client about 

the partner, adding: “He is efficient.” 

The firm’s ability to attract roles in large 

transactions was evident in Teja’s representation 

of a Brazilian mining corporation in the 

$13.3 billion acquisition of the shares of an 

Indonesian nickel producer. In another deal, 

Bastian acted as counsel for a German bank 

affiliate in the disposal of equity in a property 

company. A notable project finance deal saw 

the firm advise an Indonesian publicly listed 

bank on its loan of Rp189 billion and $7 million 

in syndicated financing to a local company. 

The firm was still able to pick up some 

restructuring and insolvency work, and has 

been involved in a number of cases dealing 

with bankruptcies and debt-related proceedings. 


Rahmat Bastian 

Satrya Wijaya Teja 

Hadiputranto Hadinoto & 

Partners 

Staffed with a number of highly-regarded 

lawyers, it is difficult to find a weak point in 

this consistently top-ranked Baker & 

McKenzie affiliate. Hadiputranto Hadinoto 

& Partners can be found on high-profile, 

complex transactions across various practice 

areas. 

“I think they’re quite resourceful and they 

have a lot of senior people,” comments one 

client. Another singles out Sri Indrastuti 

Hadiputranto: “She’s well-connected to the 

capital markets authority and she has quite a 

long experience in capital markets. She’s a 

problem-solver; she always likes to provide 

solutions.” 

This could be seen in the firm’s advice to 

Adaro Energy in July 2008 on its $1.3 billion 

IPO, Indonesia’s largest ever. Another highlight 

transaction saw partner Tuti Dewi 

Hadinoto represent Medco Energi 

Internasional on a divestment of $340 million 

of its shares in Apexindo, one of the largest 

divestments in the country. 

Hadiputranto Hadinoto & Partners also 

advised Bakrie & Brothers on a Rp41 trillion 

rights issue in April 2008, with Rambun Tjajo 

as the lead partner. Says one client of Tjajo: 

“He’s a bright lad. He’s well regarded especially 

in the corporate field and he knows what 

he’s doing.” 

In the largest corporate debt issue in the 

country in 2007, the firm helped complete a 

$1 billion bond issuance for PLN before the 

eventual slowdown in the market. 

Underscoring the diminishing gap 

between traditional bank lending and project 

finance in Indonesia, the same Hadiputranto 

Hadinoto & Partners lawyers are often found 

on both types of deals. Led by partner Daniel 

Ginting, a team advised China Huadian 

Engineering, PLN and Batubara Bukit Asam 

on the development and financing of a coalfired 

power plant. The deal was valued at $2 

billion and involved Indonesian, Chinese and 

English law. Ginting also advised HSBC on a 

$228 million loan to Indosat. 

In M&A, Tjajo worked on several large 

deals, including representing Bakrie & 

Brothers on its acquisition of shares in three 

listed companies totalling Rp51 trillion and 

advising Bumi Resources in its divestment of 

30% of its shares in Kaltim Prima Coal and 

Arutmin Indonesia to Tata Power, amounting 

to $1.1 billion. 

On a restructuring deal, foreign counsel 

Mark Innis and his team represented Maxis 

Communications in the restructuring of 

Natrindo Telepon Seluler, and Maxis and 

Saudi Telecom’s investment through an additional 

$600 million share subscription. 

“I have nothing but praises for the way he 

works,” says one client of Innis. “He’s very 

detailed, he’s very hands-on.” 


Mita Djajadiredja 

Tuti Dewi Hadinoto 

Sri Indrastuti Hadiputranto 

Mark Innis 

Timur Sukirno 


Benefiting from its affiliation with Herbert 

Smith, Hiswara Bunjamin & Tandjung often 

receives praise from its international clien- 

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463 

tele,and is regarded highly for its strength in 

energy, mining and infrastructure. 

Highlighting its growth was the recent promotion 

of Sakurayuki to partner, the relatively 

young firm’s first new partner since its 

establishment in 2000. 

“They’re the only show in town really, 

because what you’ve got is English-qualified 

lawyers bringing international-standard legal 

advice to clients in the Indonesian market, 

which is quite rare,” comments one client. 

“We get the perfect mix of legal advice combined 

with a commercial perspective on how 

those laws are applied in practice.” 

In capital markets, Hiswara Bunjamin & 

Tandjung worked on a few IPOs this year. 

Notably the firm advised Goldman Sachs on 

the $1.3 billion Adaro Energy IPO, but it also 

had a slew of others, including advising Credit 

Suisse on the Sampoerna IPO and Cowell 

Development on its IPO. Foreign counsel 

David Dawborn was singled out by many 

clients for his legal work in this area as well as 

in general financing. 

“He understands where I come from, from 

an international perspective - of what certainty 

I’m looking for,” says one client. “He can 

translate the uncertainty and communicate 

from an international finance background 

what I need to know, and also give me a level 

of breakdown of what’s actually happening.” 

In project finance, the firm provided counsel 

on some high-profile deals in oil and gas. 

In one, a team advised Mitsubishi on its $352 

million acquisition of a 19.9% interest in 

Medco Energi. Another deal saw the firm represent 

Goldman Sachs on its interest in Black 

Gold, a new Indonesian oil-and-gas exploration 

company. In mining, highlights were 

the Rio Tinto negotiations for a long-term 

nickel project and the firm’s representation of 

Merrill Lynch Commodities on various offtake 

arrangements with coal mining companies. 

On the banking side, commendation for 

Hiswara Bunjamin & Tandjung is also readily 

available, one client noting: “They get what 

investment banks need: responsive and commercial 

advice.” Here, lead partner Tjahjadi 

Bunjamin takes the spotlight: “Bunjamin is a 

very good banking lawyer. He is very responsive 

and knowledgeable,” says another client. 

Bunjamin and team advised Pacific Place 

Jakarta on an $80 million issue of senior 

secured amortizing notes with DB Trustee 

(Hong Kong) and Credit Suisse on its $500 

million credit facility to the state-owned oil 

and gas company, Pertamina. 

The firm completed a variety of cross-border 

M&A deals and its recent client roster in 

this area has included General Electric, 

Mitsubishi Corporation and BHP Billiton. 

Up-and-coming foreign counsel Brian Scott 

receives particular praise from clients: “I think 

his advice is very valuable, he knows a lot 

about how the Indonesian law works,” says 

one. Another comments: “He knows the big 

picture and implements the projects in an 

effective way.” 


Tjahjadi Bunjamin 

David Dawborn 

Iril Hiswara 

Brian Scott 


Banking and restructuring are the firm’s 

strengths, and Hutabarat Halim & Rekan’s 

strong ties to the government often pay off in 

new projects, especially from international 

sources. “They are very qualified and internationally 

recognised,” says one client. “Their 

paperwork is very detailed and very structured 

and comprehensive; they’re analytical.” 

Indicative of the firm’s growth is its 

increase in number of associates, as well as its 

entry into the M&A rankings this year. 

Several leading partners - Pheo Hutabarat, 

Peter Fanning and Rosna Chung - have consistently 

brought Hutabarat Halim & Rekan 

prosperity in the corporate and financial market. 

Of Hutabarat, one client comments: “The 

thing that most impresses people is that he’s 

got a very hands-on approach. He’s built up a 

good team as well.” 

Though the bond market has been sluggish, 

Hutabarat Halim & Rekan has seen a 

relatively steady flow of work. Chung led a 

team acting for Malindo Feedmill on a Rp300 

billion bond issuance on the Indonesian Stock 

Exchange in February this year. A month later, 

Hutabarat and Chung acted as counsel for 

Indomobil Sukses Internasional regarding the 

refinancing of a $37 million loan. 

In banking, Hutabarat Halim & Rekan 

was engaged as counsel by Duta Wisata Loka, 

an Indonesian shopping mall operator, on a 

$15 million loan from Raiffeisen Zentralbank 

Österreich. The firm also advised on two 

notable revolving credit facilities, one for 

Exim Bank Malaysia ($3 million) and another 

for AmInvestment Bank ($5 million). 

Hutabarat Halim & Rekan has recently 

represented several mall operators and developers. 

For example, it advised Metropolis 

Utama Propertindo on the Rp112 billion 

acquisition of property for a new shopping 

mall. The firm also represented Pikko Group 

in several acquisitions, including a Rp56 billion 

acquisition of shares and assets of 

Kencana Graha Lestari in the development of 

the Tamini shopping mall. 

In restructuring, Hutabarat Halim & 

Rekan advised Krazu Nusatara on its restructuring 

of loans and corporate issues, totalling 

Rp379 million, and Yellow Horizon on the 

debt restructuring of various non-performing 

loans. 

“We’ve been able to recommend them to 

some of our other close contacts as well, who 

have been using them for a number of 

things,” says one of the firm’s clients. “All have 

been extremely happy.” 


Rosna Chung 

Peter Fanning 

Pheo Hutabarat 


Though no longer in its heyday, this firm still 

commands respect in the legal market, especially 

in restructuring and insolvency, and 

project finance work. Lubis Ganie 

Surowidjojo’s strategic alliance with Norton 

Rose is a mutually beneficial one, the firm’s 

local expertise pairing up well with Norton 

Rose’s international network and resources. 

In one of the year’s biggest deals, 

Mohamed Idwan Ganie and his team advised 

shareholders in Arianne Investments 

Mezzanine, including Kerry Coal, Goldman 

Sachs and Citigroup Financial Products, on 

its $901 million sale of shares in Arianne to 

Adaro Indonesia Group. The sale is related to 

Adaro’s restructuring and was used to finance 

clean-coal producer Adaro Energy’s $1.3 billion 

IPO, the country’s largest listing to date. 

In an $80 million energy deal, Lubis Ganie 

Surowidjojo represented an investor in the 

assignment of 10% participating interest in 

subsidiaries of ExxonMobil Corporation and 

Pertamina EP Cepu to four government companies. 

The firm’s other practices in capital markets, 

banking and M&A are not to be discounted 

either, one client noting, “We are satisfied 

with the service of the firm. In my experience 

they are capable in handling financial 

and corporate work.” 

Riding the wave of bank mergers, Lubis 

Ganie Surowidjojo represented Recapital 

Advisors in its $195 million sale of 71.61% 

shares in Bank Tabungan Pensiunan Nasional 

to TPG Nusantara in March 2008, conditioned 

to the bank’s eventual IPO. 

Additionally, the firm has had experience 

advising international banks and companies 

such as DBS Bank, Standard Chartered, 

Sumitomo Mitsui Banking Corporation and 

Goldman Sachs Credit Partners in various 

lending transactions. 


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Mohamed Idwan Ganie 

Arief Surowidjojo 


Makarim & Taira S managed to shrug off criticisms 

from rivals that the firm’s visibility has 

suffered this past year to maintain its high 

rankings across the practice areas due to its 

sustained deal flow. In particular, the firm has 

been representing Standard Chartered Bank 

in its acquisition of American Express Bank. 

Competitors noted the departure of leading 

lawyer Hilton King, well known for his project 

finance work, this year. But Makarim’s 

reputation in this market has yet to take a serious 

hit. 

Makarim also worked on several large loan 

facility transactions this year. Foreign counsel 

Gregory Ranslam and team advised a bank 

syndicate, where the Sumitomo Mitsui 

Banking Corporation was the agent, on a 

$280 million and Rp1 trillion revolving loan 

facility to Astra International in February 

2008. The following month, another advisory 

role to a banking syndicate on a loan facility 

of $150 million to United Tractors kept the 

team busy well into the spring. 

The firm’s capital markets work held up to 

standard this year as well: Makarim picked up 

some sizeable deals earlier in 2007. Of note 

was its representation of Deutsche Bank 

Securities and JP Morgan Securities in the 

issuance of $400 million guaranteed senior 

notes and $125 million zero-coupon guaranteed 

convertible bonds by shipping company 

Berlian Laju Tanker in May. 


Ratna Iskandar 

Gregory Ranslam 


Makes & Partners has a deal flow that belies 

its size, and following extensive positive feedback 

from the market, launches itself into the 

top tier for capital markets advice this year. 

Drawing on its strength in privatisation, 

the firm acted for the joint lead international 

and domestic underwriters, Bahana and JP 

Morgan, on the Indonesian government’s 

share divestment in Bank Negara Indonesia 

and a related rights issue, totalling Rp7 trillion. 

In addition, Makes & Partners acted on 

the Rp3.7 trillion Media Nusantara Citra 

IPO, one of the largest Indonesian IPOs in 

2007, which included a Regulation S share 

issuance. 

Another highlight deal was the firm’s 

involvement as adviser to lead underwriter 

Merrill Lynch on the $135 million private 


financing of the Ilthabi Bara Utama coal mine 

in August 2007. The complex project was the 

first greenfield project in Asia backed by private 

investor funds. 

No less active was the firm’s M&A practice, 

in which Yozua Makes and team advised 

the Surabaya Stock Exchange on its merger 

with the Jakarta Stock Exchange. Makes was 

able to draw on past experience: in 1995, the 

firm also handled the merger of Bursa Parallel 

Indonesia and the Surabaya Stock Exchange. 

The firm’s banking practice deserves mention, 

as deals included advising an investor 

financing the $235 million loan purchase of 

an Indonesian pulp producer as well as advising 

aviation company Cardig International on 

the refinancing of its $50 million loan facility 

arranged by Merrill Lynch Singapore. 

Managing partner Yozua Makes remains a 

client favourite. Says one: “He is very smart 

and very advanced in his advising of legal 

aspects.” 


Yozua Makes 


Melli Darsa has accumulated a lot of respect 

in the Indonesian market, both from clients 

and competitors, many of which comment on 

the young firm’s impressive work in capital 

markets and M&A. The firm even received 

International Financial Law Review’s 2008 

award for the Indonesian law firm of the year. 

“She does know a lot of the key movers 

and shakers in the key institutions here,” says 

one client of the firm’s eponymous partner, 

Melli Darsa. “She has a keen understanding of 

the detailed workings of the law and also 

keeps us updated. She’s able to anticipate the 

consequences or what is ahead.” 

Darsa was able to parlay her connections 

and experience into working on some highprofile 

M&A deals, including the recent $293 

million Indika Inti Energi IPO, with shares 

offered both in Indonesia and offshore 

through Rule 144A. Among the banking consolidation 

deals caused by the Indonesian government’s 

Single Presence Policy, the firm has 

been advising Khazanah Nasional on the 

merger of its two local banks, Bank Lippo and 

Bank Niaga. 

In another deal deriving from the legislation, 

Darsa and Sugianto Osman advised 

Temasek Holdings Private on the sale of its 

interest in Sorak Financial Holdings, which 

held 55.61% shares in Bank Internasional 

Indonesia, to Malayan Banking in March 

2008, totalling $1.5 billion. Osman receives 

extensive praise from clients. “He always 

makes you feel like you’re the most important 

client, even if you’re not,” says one client, 

adding about the firm: “They respond quickly 

and set up meetings on fairly short notice 

and provide a good work product.” 

Melli Darsa’s banking practice is also 

strong. Darsa and Elisabeth Silalahi advised 

Lehman Brothers on Mobile-8 Telecom’s 

issuance of $100 million high-yield dollardenominated 

bonds, as well as two tranches of 

rupiah-denomiated bonds issued by Indofood 

Sukses worth Rp2 trillion and Rp1.5 trillion 

respectively. 

“You know that you can rely on them,” 

says a client of the firm. “They would be on 

the ground and they would always call you to 

discuss document-related matters.” 


Melli Darsa 

Sugianto Osman 


Mochtar Karuwin Komar is one of the country’s 

oldest law firms, and though rivals note a 

recent dip in momentum, its weight and 

involvement on important deals are enough to 

ensure that the firm maintains its high ranking 

in all areas. 

For instance, Mochtar Karuwin Komar 

worked on the first Indonesian governmentguaranteed 

loans: the firm was chosen to represent 

the Export-Import Bank of China in its 

$615 million financing of Indonesian national 

energy group PLN, which went towards 

building the country’s largest electricity generator. 

Another highlight deal was Indo 

Integrated Energy’s $250 million high-yield 

debt offering, in which Mochtar Karuwin 

Komar advised the underwriters on national 

law. 

The firm has also advised on a few notable 

acquisitions, including representing the Kraft 

group on Indonesian aspects of its $7.2 billion 

global acquisition of Danone’s biscuits division, 

and representing Toyota Financial 

Services Corporation and Astra International 

on their takeover of KDLC Banc Bali Finance. 

In restructuring work, Emir 

Kusumaatmadja led the firm’s team representing 

Citigroup Global Markets and Citigroup 

Financial Products in the disposal of 91% of 

its interest in the Four Seasons Hotel Jakarta. 

JP Morgan Chase also instructed the firm in 

the $1.5 billion restructuring and refinancing 

of Freeport Indonesia’s debt. 

The departure of leading lawyer Alexander 

Jackson and the withdrawal of Thomas Goin 

from the practice this year left the firm with a 

gap to fill. But while competitors spoke of the 

firm’s slowdown, they, as well as clients, spoke 

well of the firm’s work. 

2009 EDITION


465 

“Technically they are very good,” says one 

client, adding: “Their work product was 

good.” 


Emir Kusumaatmadja 

Soewito Suhardiman 

Eddymurthy Kardono 

Soewito Suhardiman Eddymurthy Kardono is 

a growing firm which maintains a good reputation 

across a variety of practice areas, but is 

often singled out for its M&A and project 

finance work, particularly in plantations, mining 

and energy projects. 

“They do detailed due diligence and they 

always advise on the updated legal advice,” 

one client comments. 

Operating in its core strength, Soewito 

Suhardiman Eddymurthy Kardono advised a 

consortium of the Persada Group and Union 

Sampoerna in acquiring four plantation companies 

from the Kulim Group of Malaysia and 

Grahasetya Utama for $125 million. This deal 

also involved the firm helping the consortium 

in obtaining a long-term $148 million facility 

from Bank Mandiri to finance the project. 

Another project saw the firm representing 

Bank DBS Indonesia in providing a secured 

bridging term loan worth Rp200 billion to 

Pembangunan Perumahan in its work on the 

Depok-Antasari toll road. 

In a cross-border M&A deal, Soewito 

Suhardiman Eddymurthy Kardono represented 

investment firm Avenue Capital on acquiring 

a substantial stake in the publicly listed 

Bank Mayapada Internasional from the controlling 

shareholders, valued at $30 million. 

The firm has a well-regarded stable beyond 

the listed leading lawyers. One client singles 

out Mohamad Kadri: “He is always available 

when we contact him. He is a tough negotiator.” 

Clients also appreciate foreign counsel 

Michael Carr. Says one: “He is a foreign 

lawyer but speaks Bahasa. He knows the 

details about the laws in Indonesia.” 


Ira Andamara Eddymurthy 

Darrell Johnson 

Michael Twomey

Indonesia - IFLR1000

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