Practice & Area Expertise

We provide services to private, domestic, and multinational companies in all significant economic sectors, covering all aspects necessary for the establishment and operation of a business in compliance with Indonesian company law.

This includes drafting applications for investment approvals and business permits, as well as drafting Articles of Association, joint venture agreements, and other corporate documents. Badranaya Partnership is also active in the field of joint ventures, mergers, and acguisitions of business and companies, as well as corporate
restructuring.

We are not just lawyers – we are trusted business advisers. We work dlosely with our corporate clients to provide practical, customized solutions that further their business objectives and our “one firm” approach ensures that we work across all legal disciplines to provide the highest level of service. We represent exporters and importers, public and private companies, manufacturers, distributors and agents, private eguity firms and institutional investors on a variety of complex transactions in all Indonesian industries.

We advise multinationals, investment funds, private eguity funds, venture capitalists, strategic investors, vulture funds and domestic corporations on all types of Mergers. and Acguisitions (M8A) transactions.

Our service includes advice on compliance with Legal And Regulatory Reguirements, Due Diligence , Structuring, Document Preparation And Relevant Implementation Processes (Including Liaising with Government Agencies, Public Notaries, as well as Tax and Financial Advisors).

Our litigation and commercial dispute resolution team has the capabilities and experience handling variety of high profile and complex cases. We have acted for corporate clients in dispute settlement negotiations, representing them when reguired before the relevant administrative and arbitration tribunals. We have represented clients in commercial disputes from lower level courts up to the Supreme Court, as well as in multijurisdictional litigations.

Over the years, our team has handled a wide variety of cases involving banking and finance, debt recovery, international trade, shipping, shareholder disputes, insurance and reinsurance, construction, and the enforcement of foreign judgments and arbitration awards.

We have played a major role in the financing of most of the significant Indonesian power projects in the last decade, including those involving traditional fossil fuel plants, geothermal power stations and other renewable energy sources. Our advice has included project finance aspects including financing structures involving BOT and BOO, and issues relating to government guarantees.

We have been involved in gold, copper, nickel, zinc and coal mining projects, and advise on the regulatory and licensing framework of these industries including issues relating to environmental, forestry and logistics. We have acted on numerous sales and acquisitions of mining projects and we are able to identify the issues associated with mining activities in Indonesia. We also assist mining service companies with contracts and compliance.

We are fully familiar with the organization and operations of the regulatory bodies and their respective roles under Indonesia’s Oil & Gas Law, together with issues relevant to both upstream and downstream operators. We advise oil and gas contractors and services companies on Production Sharing Contracts and all manners of technical assistance contracts as well as oil field support service contracts covering drilling, maintenance and transportation.

We have advised on various sales and acquisitions of participating interests in upstream oil contracts. In addition, we have acted as local counsel for lenders in the financing of major oil and gas projects.

We have expertise in forestry and plantation matters and have assisted major clients in projects in these fields. In the plantation sector, we have been involved in the acquisitions and sales of major palm oil plantation companies and provide advice on issues such as land acquisition and licensing.

In forestry, we have acted as principal legal counsel in matters pertaining to natural park operations, permits to utilize Industrial Plantation Forests (HTI), permits to utilize timber forest products in Nature Forests, and the provision of loan financing and mining operation in a protected forest areas.

Indonesia places restrictions on the free inward movement of capital. We advise on all aspects of Indonesia’s Investment Law to ensure that prospective investors steer clear of the regulatory pitfalls, obtain the maximum benefit offered by the law, garnering a full understanding of the correlation with other regulatory requirements of starting a business in Indonesia.

Badranaya Partnership also assists in formulating the required documentations and thinking through possible alternatives to direct foreign investment.

We assist clients in identifying the environmental rules applicable to their situations and in working out strategies for compliance. Our disputes lawyers also regularly represent clients in alternative dispute resolution, at mediation and all levels of the judicial system,
Including countering challenges to project permits, and planning and environmental permissions in the administrative courts.

Indonesia has one of the most complex and diverse land-law systems in the world, which makes accurate and reliable legal advice essential when attempting to navigate the local market.

We help commercial and industrial enterprises to secure title to real property for plants, offices, and residences.
We also advise on sale and purchase transactions on land, mortgages, leasing, and strata title.

We represent both borrowers and lenders on all aspects of insolvency & bankruptcy reconstruction. We act for steering committees to large troubled debtors and advise on the rules to recover fraudulent preference conveyances. We provide local law assistance to large borrowers in restructuring their external debts. This covers all aspects of corporate and financial restructurings, including those posed by the Indonesian capital market regulator, and based on the Indonesian capital market regulations.

Our experience in complex bankruptcy situations permits us to respond to insolvency litigation and initiate it where necessary.

In the field of immigration and labor law, we advise on: applications for stay and working permits for foreign workers; drafting of employment contracts; personnel policies and practices; working conditions and severance legislation; union relationships and collective bargaining agreements; secondment and contract labor arrangements; retrenchment negotiations and separation agreements; pension funds; social security arrangements; and labor disputes. In terms of labor disputes, our services include representing clients when required before the relevant Industrial Relations Court. We also advise on labor law aspects triggered by corporate restructurings.

We advise on the granting of permits under the Indonesian Aviation Act, aircraft financing, purchasing and leasing (dry and wet), aircraft repossession, aircraft accidents, disputes relating to operators and carriers’ liability and security interest over aircraft securities and aircraft insurance.

We also have specific experience with legal matters pertaining to airports, including: airport services; airline agencies; ground handling services; and aircraft maintenance.

We advise on the complex anti-competitive trade practices regulatory sector, product liability issues and government procurement laws, as well as on the manufacture, supply, sale, delivery and distribution of goods and services, both domestically and internationally. We also advise on WTO related matters, including those involving anti-dumping.

We act on behalf of issuers and arrangers/underwriters of debt and equity, including IPOs, secondary offerings, private placements and asset-backed securities offerings (including under Reg S/144A rules). We have frequently represented both local and foreign issuers and fund managers in mutual fund registrations, convertible and exchangeable bonds issuances, and long and medium term notes issuances (including government bonds). We have been involved in all manners of hedges and risk protections such as swap transactions, repo transactions and other derivative products, including over the counter (OTC) derivatives transactions based on ISDA, ISMA, and BBA documentation.

The firm regularly advises on a wide variety of issues arising under Indonesia’s Capital Market Law, Including those relating to private placements, stock splits, debt/equity conversions, conflict of interest transactions, material transactions, reverse IPO, go-private, de-listing, insider trading, tender offers, buy backs, lock-ups, pre-IPO restructurings, ESOPS/MSOPs, divestments, technical IPOs, mandatory floating, good corporate governance and general disclosure and reporting requirements.

We have extensive experience in project financing for industrial, power plants, telecommunications, mining, and other major infrastructure projects. We have acted for lenders, borrowers, project sponsors and developers, advising on every ‘financing’ and ‘project’ aspect involved in securing and managing a project finance transaction.

We have one of the most dominant shipping and maritime law practices in Indonesia and manage a complex portfolio of high-end shipping work in the region, in ‘dry’ and ‘wet’ contentious matters, as well as in ship finance and other non-contentious shipping matters. We cover legal matters pertaining to vessel arrest, cargo-claims, liability issues, maritime liens, ship mortgage/hypothec, charter party disputes, vessel collision and salvage and marine insurance.

We also deal with shipping accidents, oil spills, and the clean up of wrecks, as well as legal matters relating to ports and harbors, warehousing, freight forwarding, and combined or multimodal transportation, sale and purchase of ships, ship registration and financing under both Indonesian and foreign flags.

In terms of our representation, we represent clients in all areas of shipping and maritime industry including: ship owners, operators and charterers; governments and government- owned carriers; marine insurers and reinsurers including P&I insurers, hull and machinery underwriters; freight forwarders and other shipping agents; cargo interests; lending banks and other financial institutions.

We represent foreign and domestic banks and other financial institutions in all aspects of banking and finance, including international financial organizations and development banks. One of our main practice areas is project finance. Other areas of expertise include syndicated loans, secured financing, structured finance. club-deals, loan participation, credit linked note, and export financing.

We also advise on banking law and regulations governing financial institutions in general, which entails, amongst others, the application of the single presence policy in the banking sector, and the formation and licensing of banks, multi-finance companies, insurance companies, micro-finance providers and other financial institutions. Badranaya Partnership has developed considerable expertise in asset-based transactions, leasing, letters of credit, Indonesian security rights, and Syariah banking and Syariah financial instruments (OTC and exchange based).

We provide services to developers, management companies and construction companies in the rapidly growing tourism industry, and have acted for both principals and owners in time-sharing arrangements as well as establishment of international chain hotels.

We are involved in the full array of telecommunications-related transactions, investments and financings; we have acted for mobile telecommunications operators, banks, Indonesian conglomerates, direct satellite broadcasters, manufacturers of telecommunication equipment and IT hardware, internet service providers, over-the-top service providers and television broadcasters, virtual market place operators, web and application-based transport providers as well as banks, venture capitalists, private equity funds and financial institutions providing financing to these companies.

We also handle applications to the Directorate General of Post & Telecom- munications for business licenses in a variety of fields, and advise on the regulatory framework for network operations and network services, cellular telephony, managed data networks, fiber optics, and satellite connection and interconnection issues.

We advise on the registration, protection, and enforcement of trademarks, patents and copyrights, industrial designs, and geographical indications, and on all aspects of franchising arrangements in Indonesia.

We also advise on the negotiation and drafting of the relevant documents and agreements, applications for registration, assignment, and public announcements, both for international and Indonesian clients.

We have advised investors on private hospital and clinic establishment, acquisition and operation. We have also advised investors in the pharmaceutical sector on establishment and acquisition of manufacturing operations and distribution and related licensing and permits.