Pramudya Oktavinanda (Pram) is the Managing Partner of UMBRA – Strategic Legal Solutions and the go-to lawyer for any challenging and state-of-the-arts transactions that require systematic combination of immense legal skills, business acumen, pragmatic attitude, and imaginative thinking.

 

During his nearly two decades of career, Pram has represented major governmental, local and international clients in some of the largest and most sophisticated national and cross border transactions covering the full spectrum of legal services that include: (i) mergers, acquisitions and spin-offs of public and private corporations, (ii) special situations, corporate, debt & pre-IPO restructuring, (iii) corporate compliance, investigative audits, and out-of-court complex dispute settlement, (iv) product development and compliance service for TMT business (including creation of digital apps and new technology), (v) project development and financing (conventional and Sharia) for power, energy, infrastructure and TMT industry, (vi) public policy making and government relations, (vii) public offerings and private placements of equity and debt securities (covering local and international offerings under Rule 144A/Reg S of the US Securities Act of 1933), and (viii) estate planning for conglomerates and family-owned company groups. His wealth of experience covers more than 300 deals with a combined value of deals closed in the amount of at least USD65billion.

 

In addition to being academically trained in the art of Law & Economics, Legal Interpretation, and Islamic Law as a Doctor of Jurisprudence from the University of Chicago Law School, Pram is well versed in various intricate industries such as telecommunication, broadcasting, digital and new technology (including over-the-top, blockchain, and IoT), data & analytics service, power, energy, infrastructure, and state-owned enterprises.

 

After founding UMBRA in November 2017, Pram was immediately acknowledged by numerous prominent international legal directories for his skills and leadership in Indonesian legal market, developing UMBRA from a 3-lawyer firm to one of the biggest firms in Indonesia (with 70 fee earners around the clock), becoming the fastest growing and the youngest law firm with the most numbers of awards in the history of Indonesian legal industry.

 

Pram is also the youngest Indonesian lawyer to date who has received the largest number of accolades and recognitions from reputable international and local legal directories, a feat that he has consistently maintained since 2018. To name a few of his achievements, he is consecutively named as one of Asian Business Law Journal’s Top 100 Indonesian Lawyers (2018-2022), nominated as the youngest ever “Deal Maker of the Year” by Asian Legal Business (ALB) in its 2018-2021 Indonesian Law Firms Award, and acknowledged as a “Highly Regarded – Leading Lawyer” for M&A and Capital Market Transactions in IFLR 2019-2022 Edition and “Distinguished Practitioner” for M&A and Capital Market in Asia Law 2020-2022.

 

Most recently, Pram is awarded as: (i) 2022’s ALB Asia Super TMT Lawyer, being one of the most outstanding TMT practitioners across the Asian region who have earned wide recognition in terms of client service,  (ii) 2021’s ALB Dealmaker of Asia for Indonesia jurisdiction, being one of the standout lawyers who helped make the deals happen in a record year for both M&A and IPO activity, and (iii)  Lawyer of the Year for Corporate and M&A in 2021’s and 2020’s Asialaw Awards – Client Service Excellence, being the highest rated lawyer to work with by clients in Indonesian corporate and M&A deals.

Pramudya A. Oktavinanda, SH, LLM, PhD

Managing Partner
+62 21 5082 0999

pramoctavy@umbra.law

Practice Focus

M&A, Securities, Restructuring and Special Situations, Projects

 

Sub-Practice & Industry

Public and Private M&A; Corporate, Debt and Pre-IPO Restructuring; Telecommunication, Media & Technology (TMT); Private Equity; Corporate Governance; State- Owned Enterprises; Power, Energy & Infrastructure; Equity & Debt Capital Market; Islamic Finance

 

Language

Indonesian & English

Professional Affiliations

  • Member of the Association of Indonesian Advocates (PERADI).
  • Member of the Association of Capital Market Legal Consultants (HKHPM).
  • Member of the American Law & Economics Association (ALEA).
  • Registered as a Capital Market Supporting Professional with the Indonesian Financial Services Authority (OJK).

 

Education

  • Faculty of Law, University of Indonesia, Bachelor of Laws (SH) (cum laude) (2005).
  • University of Chicago Law School, Master of Laws (LLM) (2012).
  • University of Chicago Law School, Doctor of Jurisprudence (PhD) (2018).

 

Awards & Accolades

  • IFLR1000 (2022) – Leading Lawyer – Highly Regarded in M&A and Capital Market.
  • Asialaw (2022): Distinguished Practitioner – M&A and Capital Market.
  • Asian Legal Business – Thomson Reuters (2022): ALB Asia Super 50 Top TMT Lawyers 2022.
  • Asian Business Law Journal (2022): Top 100 Indonesian Lawyers.
  • Asian Legal Business – Thomson Reuters (2022): ALB Dealmakers of Asia 2021 (Indonesia).
  • Chambers Global (2022) – Recommended as M&A and Capital Market and Projects & Energy lawyer.
  • Chambers Asia Pacific (2022) – Recommended as M&A and Capital Market and Projects & Energy lawyer.
  • IFLR1000 (31st Edition) – Leading Lawyer – Highly Regarded in M&A and Capital Market.
  • Asian Legal Business SE Asia – Thomson Reuters (2021): Dealmaker of the Year (Finalist).
  • Asian Legal Business – Thomson Reuters (2021): Managing Partner and Dealmaker of the Year (Top Finalist).
  • Asian Business Law Journal (2021): Top 100 Indonesian Lawyers.
  • Asialaw Client Service Excellence (2021): Outstanding Lawyer – Corporate and M&A.
  • IFLR1000 (2021): Leading Lawyer – Highly Regarded in M&A and Capital Market.
  • Asialaw (2021): Distinguished Practitioner – M&A and Capital Market.
  • Asian Business Law Journal (2020): Top 100 Indonesian Lawyers.
  • Asian Legal Business – Thomson Reuters (2020): Managing Partner and Dealmaker of the Year (Top 5 Finalist).
  • IFLR1000 (2020): Leading Lawyer – Highly Regarded in M&A and Capital Market.
  • Asialaw (2020): Distinguished Practitioner – M&A and Capital Market.
  • Asian Legal Business – Thomson Reuters (2019): Dealmaker of the Year (Top 5 Finalist).
  • Asian Business Law Journal (2019): Top 100 Indonesian Lawyers.
  • IFLR1000 (2019): Leading Lawyer – Highly Regarded in M&A and Capital Market.
  • Asian Legal Business – Thomson Reuters (2018): Dealmaker of the Year (Top 5 Finalist).
  • Asian Business Law Journal (2018): Top 100 Indonesian Lawyers.
  • IFLR1000 (2018): Notable Practitioner in M&A and Capital Market.
  • Legal 500 (2014): Notable Lawyer, “proven to be capable and helpful.”

 

Honors

  • Recipient of University of Chicago Law School Full Tuition Scholarship for JSD Program.
  • Recipient of Baker & McKenzie Graduate Legal Studies Scholarship (2011).
  • Best Outstanding Student of Faculty of Law, University of Indonesia (2004).

Mergers, Acquisitions, and Spin-Offs of Public and Private Corporations

Technology, Media & Telecommunication related M&A Transactions

  • Representing PT Telkom Indonesia (Persero) Tbk. (Telkom), the largest telco company group in Indonesia, in its proposed investment in a joint venture company with Bank Mandiri group (via Telkom subsidiary, PT Metra Digital Investasi (MDI)) for the development of new integrated digital health and fitness apps via innovative in-kind contribution (ongoing).
  • Representing a global provider of software and services for the process industries in its proposed acquisition of a leading mining software company from its private equity investors (ongoing).
  • Representing Telkom in the IDR6.6 trillion corporate restructuring for the establishment of the largest data center and IT service companies in Indonesia via (i) spin-off of PT Sigma Cipta Caraka’s (TelkomSigma) data center assets to PT Telkom Data Ekosistem (TelkomDataCenter) and (ii) acquisition via new investments by Telkom of TelkomSigma and TelkomDataCenter. It is one of the most complex restructuring transactions given the large amount of third parties contracts and liabilities to be novated by TelkomSigma to TelkomDataCenter and it creates a new precedent for spin-off transactions in Indonesia (2021-2022).
  • Representing PT Telekomunikasi Selular (Telkomsel), the largest mobile telecommunication operator in Indonesia, in its IDR10.28 trillion sale and leaseback of its 6,000 telecommunication towers to PT Dayamitra Telekomunikasi Tbk. and development of new BTS towers. Not only that the deal breaks another record in terms of value (being one of the largest deals in Southeast Asia), it also breaks the record for being one of the fastest large scale asset M&A deals to be completed in the region, if not the fastest (completed in less than a month) (2022).
  • Representing Ruangguru group, the largest EdTech start-up company in Indonesia, in its acquisition of Schoters group, one of Indonesia’s fastest growing online education platform companies (2022).
  • Representing an integrated online food and beverages (F&B) start-up company in its material business and corporate group restructuring for the purpose of establishing its own digital marketplace, online trading, and payment system which involved acquisition and shares transfer ownership, estate planning, and streamlining of its subsidiaries consisting of more than 20 companies (2021-2022).
  • Representing PT Dayamitra Telekomunikasi (Mitratel) in its Rp16.488 trillion sale & leaseback transaction of 10,050 telecommunication towers of Telkomsel. It is the largest telco assets M&A transaction in Southeast Asia to date (2020-2021).
  • Representing Telkom as Mitratel’s majority and controlling shareholder in the strategic cooperation with Indonesia Investment Authority (INA) in relation to INA’s strategic investment in Mitratel’s IDR18.79 trillion initial public offering of shares which included innovative structuring for enhancement of corporate governance structure in Mitratel (2021).
  • Representing PT Perusahaan Pengelola Aset (Persero) (PPA), the specialized turnover state owned enterprise (SOE), as a minority shareholder with special right in PT Indosat Ooredo Tbk. (IO) in the USD6 billion merger of IO and PT Hutchison 3 Indonesia which created the second largest telecommunication company in Indonesia (2021).
  • Representing Mitratel in its acquisition of 798 telecommunication towers from Telkom via complex capital injection mechanism (2021).
  • Representing PT Multimedia Nusantara (TelkomMetra) in its acquisition of PT Teltranet Aplikasi Solusi, the joint venture company owned by Telkom Group and Telstra Group for the development of Network Application and Services Program for corporate clients, via complex debt restructuring (2021).
  • Representing Mitratel in its proposed acquisition of a fiber optic company with 7,700 km fiber optic network via pre-acquisition restructuring and complex acquisition scheme combining assets, business and share purchase (2021).
  • Representing Mitratel in its proposed acquisition of 900 km fiber optic assets from a local telecommunication infrastructure company (2021).
  • Representing Telkomsel in its additional USD300 million equity investment and conversion of its initial USD150 million hybrid securities in PT Aplikasi Karya Anak Bangsa (Gojek) following the completion of Gojek merger with Tokopedia Group, creating the largest Indonesian start-up group and a strong business collaboration between major players in the telco and digital world (2021).
  • Representing MDI as a leading investor in the USD65.5 million Series B investment in Tanihub Group, a major Indonesian agritech start-up (2021).
  • Representing Mitratel in the proposed sale & leaseback transaction of 4,100 telecommunication towers of PT Indosat Ooreedoo (IO) via competitive bidding (2021).

 

Energy, Infrastructure and Power related M&A Transactions

  • Representing PT Kereta Api Indonesia (Persero) (KAI) in the proposed acquisition of Soekarno-Hatta airport rail business by its subsidiary, PT Kereta Commuter Indonesia (KCI) from PT Railink (Railink), involving complex restructuring and transfer of debts related to the airport rail assets secured to project lenders. The deal is part of the restructuring and integration of DKI Jakarta’s mass rapid transportation system with the overall goal of creating a better and more efficient public transportation system in one of the biggest and most dense mega cities in the world (ongoing).
  • Representing PT PLN Enjiniring (PLNE) in its proposed acquisition of an electricity switchgear company via complex debt and business restructuring program (ongoing).
  • Representing a Malaysian based renewable company in its proposed acquisition of an Indonesian floating solar power company by way of complex shares subscription via settlement of shareholder debt to the target company (ongoing).
  • Representing a Malaysian based power and utilities company in its proposed acquisition of an Indonesian geothermal power company via new shares subscription and old shares sale and purchase (ongoing).
  • Representing PT Pembangkitan Jawa Bali (PJB) and PLNE in their IDR1.4 trillion corporate restructuring for the streamlining of their 3 subsidiaries in the field of EPC contractor, O&M services and EPC consulting via share swap-based acquisition and merger (2021-2022).
  • Representing PT PLN (Persero) (PLN) in its additional investment and shareholding restructuring in one of its subsidiaries focusing on battery technology and electronic vehicles development (2021-2022).
  • Representing PLN and PT Indonesia Power in the proposed geothermal asset consolidation to establish one of the largest geothermal power companies in the world which involves spin-off of their geothermal assets and liabilities having a value of more than IDR15 trillion into a new holding company (2021).
  • Representing a major Taiwanese state-owned company in its proposed mega project investment with Pertamina group for the development of a naphtha cracker plant company in Indonesia (2021).
  • Representing PLN’s acquisition of PT Mandau Cipta Tenaga Nusantara (MCTN), an Indonesian power company with a 300MW cogeneration power plant asset for the supply of electricity in Rokan Oil Block, Indonesia, via complex competitive bidding. This landmark deal will ensure continuous supply of electricity to the Rokan Oil Block, one of the largest and most productive oil blocks in Indonesia, concluding one of the most challenging elements related to the block’s transfer as an important part of the Government of Indonesia’s plan to maintain energy independence (with the block allowing Pertamina to produce 25% of Indonesia’s total oil output) and support domestic economic growth (2021).
  • Representing PT Cogindo DayaBersama in its additional equity participation in its independent power producer subsidiary for the development of 30MW gas power plant (2021).
  • Representing a state-owned enterprise subsidiary engaged in aviation business in the proposed issuance of new shares to new investors and expansion of business (including pre-sale business restructuring and licensing for new aviation services (2021).

 

Healthcare and Life Sciences related M&A Transactions

  • Representing one of the largest Indian pharmacy companies in its proposed acquisition of an Indonesian subsidiary of a global pharmacy company via competitive bidding and which includes complex arrangement of intra group transactions given continuous business, supply and distributorship relationship between the target company and its ex-global parent post-closing of the deal (2022).
  • Representing an Australian health service company in its proposed acquisition of an Indonesian hospital group company via complex debt settlement and conversion structure (2022).
  • Representing Aivita Biomedical Inc. in its proposed acquisition and development of Covid-19 vaccine company in Indonesia (2020-2021).

 

Financial Institutions related M&A Transactions

  • Representing a major financial start-up group in its proposed acquisition of a Sharia based insurance company and development of new insurance and InsurTech products (ongoing).
  • Representing a state-owned enterprise venture capital subsidiary engaged in the proposed merger of its four Regional Venture Capital Companies (Perusahaan Modal Ventura Daerah) which included structuring of venture capital financing and management assistance (2021).

 

F&B, Manufacturing, Property, Transportation, and Other Sectors related M&A Transactions

  • Representing PPA in the proposed merger and consolidation of Indonesian manufacturing, shipping, and docking SOEs involving complex pre-merger debt and corporate restructuring of more than 7 corporate entities with 2 of them being in suspension of debt payment obligations status (PKPU) (ongoing).
  • Representing a Japanese beauty products company in the proposed acquisition of its local subsidiary which includes corporate restructuring of its existing ownership portfolio via transfer of shares to local partners (2021-ongoing).

 

Divestment and Spin-Offs Transactions

  • Representing a major global energy company in the proposed divestment via spin-off of its Indonesian sister company’s power, construction and energy business into new vehicle involving complex business restructuring and cooperation with local shareholder in one of the most regulated industries in Indonesia (ongoing).
  • Representing PT Len Industri (Persero) (LEN) in its proposed divestment of its solar power and EPC subsidiary via competitive bidding to multiple tender participants (ongoing).
  • Representing TelkomSigma in the proposed spin-off and dissolution of one of its telco subsidiaries in Malaysia (2021-ongoing).
  • Representing PPA in the spin-off of Perum Percetakan Negara Republik Indonesia’s assets into a new special purpose vehicle (SPV) for the restructuring of Lokananta, the first national record label company of Indonesia (ongoing).
  • Representing PT Graha Sarana Duta (TelkomProperty) in its proposed divestment of two of its hotel properties to potential acquirers via competitive bidding (2021).
  • Representing PT Telekomunikasi Indonesia International (Telin) in the proposed spin-off and dissolution of its telco subsidiaries in Macau and Australia (2021).
  • Representing a major Indonesian conglomerate group in its proposed strategic divestment of its freight forwarding logistic and transportation business to a Malaysian investor (2021).

 

Telecommunication, Media, and Technologies

TMT Products, Apps, and Infrastructures Development and Contracts

  • Representing Telkom and MDI in the drafting and negotiation of agreements for the development and payment mechanism of new integrated digital health and fitness apps with PT FitAja Digital Nusantara (ongoing).
  • Representing a major private equity group in the drafting and negotiation of construction and supply contracts for the development of its data center business portfolio (ongoing).
  • Representing Telkom in the drafting and negotiation of its strategic partnership agreement with Microsoft Group for 3 major pillars of cooperation, namely: (i) development and improvement of intelligent infrastructure, (ii) acceleration of digital and cloud-based transformation within Telkom Group, and (iii) strategic initiatives across Indonesia’s B2X market through various sectors and market segments via establishment of joint ventures and strategic partnership (2022).
  • Representing Telkom Group in the drafting and negotiation of the first hyperscale data center lease agreement by TelkomDataCenter for a major global software company which is also supported by Telkom innovative parent company support structure (2022).
  • Representing a European e-toll-payment system company in the drafting and negotiation of agreement on payment integrator for Indonesia’s multi-lane free flow electronic toll collection system with relevant financial institutions (2022).
  • Representing a European e-toll-payment system company in the drafting and negotiation of cooperation agreement with Indonesian National Police with respect to data sharing and technology integration (2022).
  • Representing Telkom in the drafting and negotiation of its strategic partnership agreement with Singapore Telecommunications Limited (Singtel) for development of Fixed Mobile Convergence technology (2022).
  • Representing Telkom in the drafting and negotiation of its strategic partnership agreement with Singtel for development of new data center business in Southeast Asia region (2021-2022).
  • Representing a global consumer products company in the drafting and negotiation of service agreement with a major global software and solution company for the development, trial, and deployment of a successful minimum viable product for a blockchain system in the palm oil supply chain. This pilot project is expected to provide supply chain transparency into traceability and properties of sustainable volumes by leveraging blockchain technology to provide transaction auditability, process transparency and mass balance enforcement amongst supply chain participants (2021).
  • Representing Telkom in the drafting and negotiation of its strategic collaboration agreement with Etisalat group for development of new data center business in Batam region (2021).
  • Representing a global consumer products company in the drafting and negotiation of data management service and SaaS agreement with its subcontractors for the purpose of farmer data management and geotagging (2021).

TMT Regulatory Advisory, Licensing and Compliance Work

  • Advising one of the largest pharmacy companies in Indonesia on regulatory and compliance overview for developing its own super app in the field of digital preventive and healthcare services (ongoing).
  • Advising a global car manufacturing company on comprehensive regulatory and compliance review for the development of its in-vehicle apps and e-wallet for online purchase of good and services (2022).
  • Representing an integrated online F&B start-up company in its material business and corporate group restructuring for the purpose of establishing its own digital marketplace, online trading, and payment system which involved comprehensive regulatory and compliance analysis for business streamlining of its more than 20 subsidiaries and development of new digital platforms and systems (2021-2022).

 

Special Situations, Corporate and Debt Restructuring

  • Representing PLN in the structuring and drafting of complex bipartite and tripartite settlement agreements with an independent power purchaser company and one of PLN’s subsidiaries for the emergency supply and transport of coal to a 2-x1000 MW power plant using innovative settlement structures that comply with current mineral trading regulations (ongoing).
  • Representing Telkom in the structuring of settlement of its marketplace platform subsidiary’s ongoing liabilities to its online vendors and customers as part of the subsidiary’s business restructuring (ongoing).
  • Representing Telkom in the structuring and regulatory compliance review of asset transfers between two of its subsidiaries as part of the selling subsidiary business and debt restructuring and debt settlement with its major creditor (ongoing).
  • Representing Telkom in the restructuring and dissolution of its multiple subsidiaries as part of Telkom’s subsidiary streamlining program which include regulatory and compliance overview analysis and innovative structures to minimize potential liabilities from the dissolution of those companies (ongoing).
  • Representing a local oil & gas infrastructure company in the negotiation with its potential lenders to settle the lenders claim that a debt restructuring and payment suspension process involving an alleged sister company of the client can affect the client’s financial performance and ability to receive project financing from the relevant lenders (2022).
  • Representing a sustainable rubber plantation company in its USD150 million debt restructuring and settlement with its major creditors involving complex equity support and settlement of conflict among its shareholders (2022).
  • Representing PLN in the structuring and drafting of complex bipartite settlement agreements with an independent power purchaser company for the emergency supply and transport of coal to a 2-x25 MW power plant using innovative settlement structures that comply with current mineral trading regulations (2022).
  • Representing a global consumer products company in the comprehensive risk review and structuring of its contractual arrangements with its customers and merchants in relation to the sudden and immediate national ban on exports of crude palm oil (2022).
  • Representing an integrated online F&B start-up company in its material business and corporate group restructuring for the purpose of establishing its own digital marketplace, online trading, and payment system which involved comprehensive business transformation plan and change of main business activities of more than 20 subsidiaries (2021-2022)
  • Representing Telkom in the structuring and regulatory compliance review of the proposed business and corporate restructuring of Telkom’s major digital, infrastructure and technology subsidiaries (2021).
  • Representing Telkom in the structuring and regulatory compliance review of the proposed business and corporate restructuring of Telkom’s business process outsourcing subsidiaries (2021).
  • Representing a state-owned enterprise subsidiary engaged in cogeneration, distributed generation, and operation and maintenance services in the proposed restructuring and financing of its subsidiary engaging in 30MW gas power plant which included provision of additional shareholder loan and other form of equity support (2021).
  • Representing one of the largest commercial banks in China in changing the management control of an Indonesian subsidiary of one of the largest property companies in China that was under massive corporate and debt restructuring, ensuring that the bank has effective control on the target company for the purpose of business turn-over and management of major land bank assets (2021).
  • Representing a global consumer products company in the comprehensive risk review and structuring of its business activities and required licensing in relation to foreign ownership restrictions affecting manufacturing and distributorship businesses (2020-2021).

 

Government Relations, Regulatory Advisory, and Public Policy Making

  • Advising Asia Development Bank (ADB) on the structuring of new program for Indonesia’s energy transition mechanism (ETM) via acceleration of coal power plant retirement, including development of innovative financing structure and regulatory analysis to ensure compliance of ETM program with Indonesian laws. The ETM program will be the first of its kind program in Indonesia setting new precedents for assisting the Government of Indonesia in meeting its commitment to global carbon reduction (ongoing).
  • Advising Sustainable Energy for Indonesia’s Advancing Resilience (SINAR) and the Ministry of Finance (MOF) on the development of and drafting new MOF regulation for establishing country platform for the financing of ETM program for managing the required ETM funds and providing Government of Indonesia’s financial support for ETM program (ongoing).
  • Advising Deutsche Gesellschaft für Internationale Zusammenarbeit (GIZ) and the Ministry of Energy and Mineral Resources (MEMR) on the establishment of carbon trading mechanism (including promulgation of implementing regulations and structuring of carbon trading platform) (ongoing).
  • Advising Alliance to End Plastic Waste on the development of a new innovative grant structure for creating the first ever grant of goods and services to Indonesian regional government by an international NGO for reducing plastic waste and support climate change program (ongoing).
  • Advising CleanEarth on regulatory assessment for the development of shareholders activism program in Indonesian listed and closed companies to support climate change policy and carbon reduction (ongoing).
  • Advising SINAR and PT Sarana Multi Infrastruktur (Persero) (SMI) on the development of the structure of Geothermal Resource Risk Mitigation Project (GREM) to accelerate geothermal project in Indonesia, setting up new precedents for development of geothermal and renewable energy. The work includes providing substantive comments and revisions to draft MOF regulations governing the financing and management of funds reserved for GREM Program (2021).
  • Advising SINAR on the development of new subsidy structures from legal perspective for PLN for the purpose of creating innovative ways to create cost savings for the Government of Indonesia, increase accuracy of subsidy targets, and assist PLN in getting a better subsidy model for developing renewable projects (2021).
  • Advising SINAR on the development of new revenue structures from legal perspective for PLN for the purpose of creating innovative ways for PLN to improve its business models, increase business efficiency, and target new types of consumers (2021).
  • Advising SINAR on the development of new renewable procurement program from legal perspective for PLN for the purpose of improving PLN’s overall procurement process in developing new renewable power plants (2021).
  • Advising ADB on the drafting of a new policy for sustainable and innovative financing program for PLN’s transmission line and restructuring of PLN’s power purchase agreement structure (2020-2021).

 

Power, Energy & Infrastructure

  • Representing PLN in the complex structuring of shareholding ownership with its potential investors for the development of 20MW geothermal power plant located at Tulehu, Maluku Island (ongoing).
  • Representing PLN in the structuring and drafting of shareholders agreement with its potential investors for the development of 200MW hydropower plant located at Sulbagsel, Sulawesi Island (ongoing).
  • Representing PLN in the structuring and drafting of shareholders agreement with its potential investors for the development of 70MW wind power plant located at Tanah Laut, South Kalimantan Island (ongoing).
  • Representing PLN in the structuring and drafting of shareholders agreement with its potential investors for the development of 22MW wind power plant located at Timor Island, West Nusa Tenggara (ongoing).
  • Representing a major Taiwanese state-owned company in its proposed mega project investment with Pertamina group for the development of a naphtha cracker plant company in Indonesia (2021).
  • Representing a major state-owned airport company in the proposed master strategic cooperation with foreign and local investors for the establishment of new airport facilities and airport city in West Nusa Tenggara area (2019-ongoing).

 

Corporate Compliance, Investigative Audit and Out-of-Court Complex Dispute Settlement

  • Representing PLN in the assessment and determination of force majeure claim under the power purchase agreement (PPA) by one of its major renewable independent power purchasers, involving comprehensive analysis on global supply chain issues and complex interrelated relationship between the PPA, EPC contract and subcontract agreement (ongoing).
  • Representing a major Indonesian conglomerate family engaging in insurance and financial services business in its dispute with its shareholding partner in one of its insurance subsidiaries with respect to the proposed divestment of such subsidiary (ongoing).
  • Advising Telkom on internal and regulatory compliance review of Telkom group investment in its joint venture with eBay group (ongoing).
  • Representing a major Indonesian conglomerate family engaging in insurance and financial services business in its shareholders dispute and change of management control for their whole assets’ portfolios (2022).
  • Representing a coal independent power purchaser in the analysis and submission of its force majeure claim under the PPA to PLN (2021).
  • Representing a major Indonesian telecommunication company in conducting investigative audit for one of its subsidiaries engaging in network application solutions for corporate clients with respect to potential fraud in supply chain (2021).
  • Representing an energy and infra subsidiary of a major construction and infrastructure SOE in its dispute with its shareholding partner with respect to the management and funding of their gas storage and infrastructure company which was settled by way of voluntary acquisition of shares (2020-2021).

 

Capital Market & Securities

  • Advising a listed pharmacy SOE in the structuring of its vaccine distributorship agreement with its holding company in compliance with Indonesian capital market regulations related to Affiliated Party and Conflict of Interest Transactions (2022).
  • Representing Mitratel in the drafting and negotiation of innovative investment agreement with a major Indonesian securities company to support the diversification of Mitratel’s business portfolio (2021).
  • Advising a listed pharmacy company in the structuring of its drugs distributorship agreement with its Malaysian parent company in compliance with Indonesian capital market regulations related to Affiliated Party and Conflict of Interest Transactions (2021).
  • Speaker in webinar on “The 8th BRAVE FH UI” held by Faculty of Law, University of Indonesia (2022).
  • Speaker in workshop “Workshop Perdagangan Karbon pada Pembangkit Energi Baru Terbarukan (EBT)”, held by the Directorate General of EBTKE, the Ministry of Energy and Mineral Resources (ESDM), along with the Federal Ministry for Economy and Climate Protection (BMWK) of the German Government c.q. Deutsche Gesellschaft für Internationale Zusammenarbeit (GIZ) GmbH.
  • Speaker in international webinar on “Foreign Investment and the Latest Update of Indonesia Investment Laws” held by Stellex Law Firm, titled “Virtual Conference to Introduce Indonesian Investment Law” (2021).
  • Speaker in webinar on “Start-Up Establishment and Funding: A Practical Approach” held by ILUNI FHUI’s Alumni Class Festival (2021).
  • Speaker in webinar on “Penerapan Doktrin Business Judgment Rule dan Tanggung Jawab Perdata/Pidana Direksi dan Komisaris” for the senior management leaders of Mining Indonesia Group (Inalum, Antam, PTBA, TINS), held by Mining Indonesia Group (2021).
  • Speaker in webinar on “Penerapan Doktrin Business Judgment Rule dan Implementasi Surat Edaran Mahkamah Agung Mengenai Pengertian Keuangan Negara” for the Board of Directors of Indonesia Power Group, held by PT Indonesia Power (2021).
  • Speaker in webinar on “Penerapan Doktrin Business Judgment Rule dan Implementasi Surat Edaran Mahkamah Agung Mengenai Pengertian Keuangan Negara” for the Board of Directors of Pertamina Group, held by Pertamina Academy (2021).
  • Speaker in webinar on “Penerapan Doktrin Business Judgment Rule dan Implementasi Surat Edaran Mahkamah Agung Mengenai Pengertian Keuangan Negara” for the Board of Commissioners of Pertamina Group, held by Pertamina Academy (2021).
  • Speaker in webinar on “Restrukturisasi Hutang dan Korporasi di Era Pandemi – Tantangan dan Kesempatan”, held by UMBRA – Strategic Legal Solutions (2020).
  • Speaker in webinar on “Implementasi Ketentuan Keadaan Memaksa dalam Kontrak Konstruksi dan Ketenagakerjaan serta Tanggung Jawab Pelaku Usaha dari Sudut Pandang Perdata dan Pidana Terkait Pelaksanaan Bisnis Dalam Pandemi Covid-19”, held by UMBRA – Strategic Legal Solutions (2020).
  • Speaker in webinar on “Cross-Border Jurisdiction in the Implementation of Indonesia’s e-Court and e-Litigation”, held by Overseas Indonesian Student Association Alliance (2020).
  • Speaker in workshop on “Tantangan Implementasi Business Judgment Rule Dalam Aksi Korporasi Badan Usaha Milik Negara”, held for the Board of Directors and Board of Commissioners of PT Telkom Indonesia (Persero) Tbk. by UMBRA – Strategic Legal Solutions (2019).
  • Speaker in workshop on “Corporate Governance and Business Judgment Rule for Mining State-Owned Enterprise”, held for the Board of Directors and Board of Commissioners of PT Antam Tbk. by UMBRA – Strategic Legal Solutions (2019).
  • Speaker in workshop on “Corporate Governance and Business Judgment Rule for Mining State-Owned Enterprise”, held for the Board of Directors and Board of Commissioners of PT Antam Tbk. by UMBRA – Strategic Legal Solutions (2019).
  • Speaker in workshop on “Business Judgment Rule for State-Owned Enterprises Group Companies”, held for PT Indonesia Power and its Subsidiaries by UMBRA – Strategic Legal Solutions (2019)
  • Speaker in The Third National Mining Legal Seminar on “Foreign Investment in Mining Companies through IPO”, held by Coal Asia and Petromindo (2019).
  • Speaker in workshop on “Capital Market Financing Structures for Water Infrastructure Development”, held for PT Krakatau Tirta Industri by UMBRA – Strategic Legal Solutions (2018).
  • Speaker in national seminar on “Alternative Capital Market Financing Structures for Infrastructure Development”, held by UMBRA – Strategic Legal Solutions and Crowe Indonesia (2018).
  • Speaker in workshop on “Merger & Acquisition – Transaction Documents”, held for Telkom Group by UMBRA – Strategic Legal Solutions (2018)
  • Speaker in workshop on “Merger & Acquisition – Due Diligence and Structuring”, held for Telkom Group by UMBRA – Strategic Legal Solutions (2018).
  • Speaker in workshop on “Merger & Acquisition 101”, held for PGN by UMBRA – Strategic Legal Solutions (2017).
  • Speaker in workshop on “Practical and Commercial Aspects of Contract Drafting & Negotiation”, held for PT Sarana Menara Nusantara (Protelindo) by UMBRA – Strategic Legal Solutions (2017).
  • Speaker in workshop on “Corporate Compliance Issues for Indonesian Listed Companies”, held for Telkom Group by Baker & McKenzie (2016).
  • Speaker in workshop on “Common Issues in Merger & Acquisition Transactions”, held for Telkom Group by Baker & McKenzie (2016).
  • Lecturer in University of Indonesia (Legal Aspects in Economic Transaction) (2014-2016).
  • Lecturer in Gajah Mada University, International Program (Civil Law and Contract Law) (2013-2015).
  • Is the Conditionally Constitutional Doctrine Constitutional?, Indonesia Law Review Vol. 8, No. 1 (2018), Faculty of Law, University of Indonesia.
  • Indonesian Constitutional Court rules (again!) on Electricity Law, Baker & McKenzie Newsletter (Co-Author) (December 2016).
  • Perlindungan Hak Tersangka Dalam Perspektif Hukum dan Ekonomi (Protection of Suspects’ Rights in Law and Economics Perspective), Teropong Law Journal of the Faculty of Law, University of Indonesia (Special Edition on The New Draft of Indonesian Criminal Procedure Act) (2016).
  • Public Choice Theory dan Aplikasinya dalam Sistem Legislasi Indonesia (Public Choice Theory and Its Application in Indonesian Legislative System), Jentera Law Journal on Rule of Law edition (2015)
  • Litigasi Keuangan di Bidang Pasar Modal Dalam Tinjauan Hukum dan Ekonomi (Securities Litigation in Law and Economics Perspective), Jurnal Hukum dan Pasar Modal (Journal of Law and Capital Market) (2014).
  • Special Purpose Vehicle Dalam Tinjauan Hukum dan Ekonomi (Special Purpose Vehicle in Law and Economics Perspective), Journal of Indonesian Corruption Watch (2013).
  • Penanaman Modal Asing Melalui Pasar Modal: Ketidakpastian Hukum yang Belum Tuntas Terjawab (Foreign Capital Investment through Capital Markets: The Unsettled Legal Uncertainties), Jurnal Hukum dan Pasar Modal (Journal of Law and Capital Market) (Co-Author) (2013).
  • Pendekatan Hukum dan Ekonomi Terhadap Kejahatan Pemerkosaan (An Economic Analysis of Rape Crimes), Jentera Law Journal on Women and Law edition (2012).
  • Sukuk Law – An Indonesian Legal Perspective, Islamic Finance News Vol. 5, Issue 31 (Co-Author) (2008).
  • Penawaran Tender dan Beberapa Permasalahannya (Tender Offer and Its Various Issues), Jurnal Hukum dan Pasar Modal (Journal of Law and Capital Market) (Co-Author) (2006).
  • Penerapan Good Corporate Governance: Mengesampingkan Hak-Hak Istimewa Demi Kelangsungan Usaha (Implementation of Good Corporate Governance: Waiving Special Rights for Pursuing Business Sustainability), book published by PT Prenada Kencana Media (Co- Author) (2006).
ABOUT

Pramudya Oktavinanda (Pram) is the Managing Partner of UMBRA – Strategic Legal Solutions and the go-to lawyer for any challenging and state-of-the-arts transactions that require systematic combination of immense legal skills, business acumen, pragmatic attitude, and imaginative thinking.

 

During his nearly two decades of career, Pram has represented major governmental, local and international clients in some of the largest and most sophisticated national and cross border transactions covering the full spectrum of legal services that include: (i) mergers, acquisitions and spin-offs of public and private corporations, (ii) special situations, corporate, debt & pre-IPO restructuring, (iii) corporate compliance, investigative audits, and out-of-court complex dispute settlement, (iv) product development and compliance service for TMT business (including creation of digital apps and new technology), (v) project development and financing (conventional and Sharia) for power, energy, infrastructure and TMT industry, (vi) public policy making and government relations, (vii) public offerings and private placements of equity and debt securities (covering local and international offerings under Rule 144A/Reg S of the US Securities Act of 1933), and (viii) estate planning for conglomerates and family-owned company groups. His wealth of experience covers more than 300 deals with a combined value of deals closed in the amount of at least USD65billion.

 

In addition to being academically trained in the art of Law & Economics, Legal Interpretation, and Islamic Law as a Doctor of Jurisprudence from the University of Chicago Law School, Pram is well versed in various intricate industries such as telecommunication, broadcasting, digital and new technology (including over-the-top, blockchain, and IoT), data & analytics service, power, energy, infrastructure, and state-owned enterprises.

 

After founding UMBRA in November 2017, Pram was immediately acknowledged by numerous prominent international legal directories for his skills and leadership in Indonesian legal market, developing UMBRA from a 3-lawyer firm to one of the biggest firms in Indonesia (with 70 fee earners around the clock), becoming the fastest growing and the youngest law firm with the most numbers of awards in the history of Indonesian legal industry.

 

Pram is also the youngest Indonesian lawyer to date who has received the largest number of accolades and recognitions from reputable international and local legal directories, a feat that he has consistently maintained since 2018. To name a few of his achievements, he is consecutively named as one of Asian Business Law Journal’s Top 100 Indonesian Lawyers (2018-2022), nominated as the youngest ever “Deal Maker of the Year” by Asian Legal Business (ALB) in its 2018-2021 Indonesian Law Firms Award, and acknowledged as a “Highly Regarded – Leading Lawyer” for M&A and Capital Market Transactions in IFLR 2019-2022 Edition and “Distinguished Practitioner” for M&A and Capital Market in Asia Law 2020-2022.

 

Most recently, Pram is awarded as: (i) 2022’s ALB Asia Super TMT Lawyer, being one of the most outstanding TMT practitioners across the Asian region who have earned wide recognition in terms of client service,  (ii) 2021’s ALB Dealmaker of Asia for Indonesia jurisdiction, being one of the standout lawyers who helped make the deals happen in a record year for both M&A and IPO activity, and (iii)  Lawyer of the Year for Corporate and M&A in 2021’s and 2020’s Asialaw Awards – Client Service Excellence, being the highest rated lawyer to work with by clients in Indonesian corporate and M&A deals.

Pramudya A. Oktavinanda, SH, LLM, PhD

Managing Partner
+62 21 5082 0999

pramoctavy@umbra.law

Practice Focus

M&A, Securities, Restructuring and Special Situations, Projects

 

Sub-Practice & Industry

Public and Private M&A; Corporate, Debt and Pre-IPO Restructuring; Telecommunication, Media & Technology (TMT); Private Equity; Corporate Governance; State- Owned Enterprises; Power, Energy & Infrastructure; Equity & Debt Capital Market; Islamic Finance

 

Language

Indonesian & English

PROFILE DETAILS

Professional Affiliations

  • Member of the Association of Indonesian Advocates (PERADI).
  • Member of the Association of Capital Market Legal Consultants (HKHPM).
  • Member of the American Law & Economics Association (ALEA).
  • Registered as a Capital Market Supporting Professional with the Indonesian Financial Services Authority (OJK).

 

Education

  • Faculty of Law, University of Indonesia, Bachelor of Laws (SH) (cum laude) (2005).
  • University of Chicago Law School, Master of Laws (LLM) (2012).
  • University of Chicago Law School, Doctor of Jurisprudence (PhD) (2018).

 

Awards & Accolades

  • IFLR1000 (2022) – Leading Lawyer – Highly Regarded in M&A and Capital Market.
  • Asialaw (2022): Distinguished Practitioner – M&A and Capital Market.
  • Asian Legal Business – Thomson Reuters (2022): ALB Asia Super 50 Top TMT Lawyers 2022.
  • Asian Business Law Journal (2022): Top 100 Indonesian Lawyers.
  • Asian Legal Business – Thomson Reuters (2022): ALB Dealmakers of Asia 2021 (Indonesia).
  • Chambers Global (2022) – Recommended as M&A and Capital Market and Projects & Energy lawyer.
  • Chambers Asia Pacific (2022) – Recommended as M&A and Capital Market and Projects & Energy lawyer.
  • IFLR1000 (31st Edition) – Leading Lawyer – Highly Regarded in M&A and Capital Market.
  • Asian Legal Business SE Asia – Thomson Reuters (2021): Dealmaker of the Year (Finalist).
  • Asian Legal Business – Thomson Reuters (2021): Managing Partner and Dealmaker of the Year (Top Finalist).
  • Asian Business Law Journal (2021): Top 100 Indonesian Lawyers.
  • Asialaw Client Service Excellence (2021): Outstanding Lawyer – Corporate and M&A.
  • IFLR1000 (2021): Leading Lawyer – Highly Regarded in M&A and Capital Market.
  • Asialaw (2021): Distinguished Practitioner – M&A and Capital Market.
  • Asian Business Law Journal (2020): Top 100 Indonesian Lawyers.
  • Asian Legal Business – Thomson Reuters (2020): Managing Partner and Dealmaker of the Year (Top 5 Finalist).
  • IFLR1000 (2020): Leading Lawyer – Highly Regarded in M&A and Capital Market.
  • Asialaw (2020): Distinguished Practitioner – M&A and Capital Market.
  • Asian Legal Business – Thomson Reuters (2019): Dealmaker of the Year (Top 5 Finalist).
  • Asian Business Law Journal (2019): Top 100 Indonesian Lawyers.
  • IFLR1000 (2019): Leading Lawyer – Highly Regarded in M&A and Capital Market.
  • Asian Legal Business – Thomson Reuters (2018): Dealmaker of the Year (Top 5 Finalist).
  • Asian Business Law Journal (2018): Top 100 Indonesian Lawyers.
  • IFLR1000 (2018): Notable Practitioner in M&A and Capital Market.
  • Legal 500 (2014): Notable Lawyer, “proven to be capable and helpful.”

 

Honors

  • Recipient of University of Chicago Law School Full Tuition Scholarship for JSD Program.
  • Recipient of Baker & McKenzie Graduate Legal Studies Scholarship (2011).
  • Best Outstanding Student of Faculty of Law, University of Indonesia (2004).
REPRESENTATIVE DEALS

Mergers, Acquisitions, and Spin-Offs of Public and Private Corporations

Technology, Media & Telecommunication related M&A Transactions

  • Representing PT Telkom Indonesia (Persero) Tbk. (Telkom), the largest telco company group in Indonesia, in its proposed investment in a joint venture company with Bank Mandiri group (via Telkom subsidiary, PT Metra Digital Investasi (MDI)) for the development of new integrated digital health and fitness apps via innovative in-kind contribution (ongoing).
  • Representing a global provider of software and services for the process industries in its proposed acquisition of a leading mining software company from its private equity investors (ongoing).
  • Representing Telkom in the IDR6.6 trillion corporate restructuring for the establishment of the largest data center and IT service companies in Indonesia via (i) spin-off of PT Sigma Cipta Caraka’s (TelkomSigma) data center assets to PT Telkom Data Ekosistem (TelkomDataCenter) and (ii) acquisition via new investments by Telkom of TelkomSigma and TelkomDataCenter. It is one of the most complex restructuring transactions given the large amount of third parties contracts and liabilities to be novated by TelkomSigma to TelkomDataCenter and it creates a new precedent for spin-off transactions in Indonesia (2021-2022).
  • Representing PT Telekomunikasi Selular (Telkomsel), the largest mobile telecommunication operator in Indonesia, in its IDR10.28 trillion sale and leaseback of its 6,000 telecommunication towers to PT Dayamitra Telekomunikasi Tbk. and development of new BTS towers. Not only that the deal breaks another record in terms of value (being one of the largest deals in Southeast Asia), it also breaks the record for being one of the fastest large scale asset M&A deals to be completed in the region, if not the fastest (completed in less than a month) (2022).
  • Representing Ruangguru group, the largest EdTech start-up company in Indonesia, in its acquisition of Schoters group, one of Indonesia’s fastest growing online education platform companies (2022).
  • Representing an integrated online food and beverages (F&B) start-up company in its material business and corporate group restructuring for the purpose of establishing its own digital marketplace, online trading, and payment system which involved acquisition and shares transfer ownership, estate planning, and streamlining of its subsidiaries consisting of more than 20 companies (2021-2022).
  • Representing PT Dayamitra Telekomunikasi (Mitratel) in its Rp16.488 trillion sale & leaseback transaction of 10,050 telecommunication towers of Telkomsel. It is the largest telco assets M&A transaction in Southeast Asia to date (2020-2021).
  • Representing Telkom as Mitratel’s majority and controlling shareholder in the strategic cooperation with Indonesia Investment Authority (INA) in relation to INA’s strategic investment in Mitratel’s IDR18.79 trillion initial public offering of shares which included innovative structuring for enhancement of corporate governance structure in Mitratel (2021).
  • Representing PT Perusahaan Pengelola Aset (Persero) (PPA), the specialized turnover state owned enterprise (SOE), as a minority shareholder with special right in PT Indosat Ooredo Tbk. (IO) in the USD6 billion merger of IO and PT Hutchison 3 Indonesia which created the second largest telecommunication company in Indonesia (2021).
  • Representing Mitratel in its acquisition of 798 telecommunication towers from Telkom via complex capital injection mechanism (2021).
  • Representing PT Multimedia Nusantara (TelkomMetra) in its acquisition of PT Teltranet Aplikasi Solusi, the joint venture company owned by Telkom Group and Telstra Group for the development of Network Application and Services Program for corporate clients, via complex debt restructuring (2021).
  • Representing Mitratel in its proposed acquisition of a fiber optic company with 7,700 km fiber optic network via pre-acquisition restructuring and complex acquisition scheme combining assets, business and share purchase (2021).
  • Representing Mitratel in its proposed acquisition of 900 km fiber optic assets from a local telecommunication infrastructure company (2021).
  • Representing Telkomsel in its additional USD300 million equity investment and conversion of its initial USD150 million hybrid securities in PT Aplikasi Karya Anak Bangsa (Gojek) following the completion of Gojek merger with Tokopedia Group, creating the largest Indonesian start-up group and a strong business collaboration between major players in the telco and digital world (2021).
  • Representing MDI as a leading investor in the USD65.5 million Series B investment in Tanihub Group, a major Indonesian agritech start-up (2021).
  • Representing Mitratel in the proposed sale & leaseback transaction of 4,100 telecommunication towers of PT Indosat Ooreedoo (IO) via competitive bidding (2021).

 

Energy, Infrastructure and Power related M&A Transactions

  • Representing PT Kereta Api Indonesia (Persero) (KAI) in the proposed acquisition of Soekarno-Hatta airport rail business by its subsidiary, PT Kereta Commuter Indonesia (KCI) from PT Railink (Railink), involving complex restructuring and transfer of debts related to the airport rail assets secured to project lenders. The deal is part of the restructuring and integration of DKI Jakarta’s mass rapid transportation system with the overall goal of creating a better and more efficient public transportation system in one of the biggest and most dense mega cities in the world (ongoing).
  • Representing PT PLN Enjiniring (PLNE) in its proposed acquisition of an electricity switchgear company via complex debt and business restructuring program (ongoing).
  • Representing a Malaysian based renewable company in its proposed acquisition of an Indonesian floating solar power company by way of complex shares subscription via settlement of shareholder debt to the target company (ongoing).
  • Representing a Malaysian based power and utilities company in its proposed acquisition of an Indonesian geothermal power company via new shares subscription and old shares sale and purchase (ongoing).
  • Representing PT Pembangkitan Jawa Bali (PJB) and PLNE in their IDR1.4 trillion corporate restructuring for the streamlining of their 3 subsidiaries in the field of EPC contractor, O&M services and EPC consulting via share swap-based acquisition and merger (2021-2022).
  • Representing PT PLN (Persero) (PLN) in its additional investment and shareholding restructuring in one of its subsidiaries focusing on battery technology and electronic vehicles development (2021-2022).
  • Representing PLN and PT Indonesia Power in the proposed geothermal asset consolidation to establish one of the largest geothermal power companies in the world which involves spin-off of their geothermal assets and liabilities having a value of more than IDR15 trillion into a new holding company (2021).
  • Representing a major Taiwanese state-owned company in its proposed mega project investment with Pertamina group for the development of a naphtha cracker plant company in Indonesia (2021).
  • Representing PLN’s acquisition of PT Mandau Cipta Tenaga Nusantara (MCTN), an Indonesian power company with a 300MW cogeneration power plant asset for the supply of electricity in Rokan Oil Block, Indonesia, via complex competitive bidding. This landmark deal will ensure continuous supply of electricity to the Rokan Oil Block, one of the largest and most productive oil blocks in Indonesia, concluding one of the most challenging elements related to the block’s transfer as an important part of the Government of Indonesia’s plan to maintain energy independence (with the block allowing Pertamina to produce 25% of Indonesia’s total oil output) and support domestic economic growth (2021).
  • Representing PT Cogindo DayaBersama in its additional equity participation in its independent power producer subsidiary for the development of 30MW gas power plant (2021).
  • Representing a state-owned enterprise subsidiary engaged in aviation business in the proposed issuance of new shares to new investors and expansion of business (including pre-sale business restructuring and licensing for new aviation services (2021).

 

Healthcare and Life Sciences related M&A Transactions

  • Representing one of the largest Indian pharmacy companies in its proposed acquisition of an Indonesian subsidiary of a global pharmacy company via competitive bidding and which includes complex arrangement of intra group transactions given continuous business, supply and distributorship relationship between the target company and its ex-global parent post-closing of the deal (2022).
  • Representing an Australian health service company in its proposed acquisition of an Indonesian hospital group company via complex debt settlement and conversion structure (2022).
  • Representing Aivita Biomedical Inc. in its proposed acquisition and development of Covid-19 vaccine company in Indonesia (2020-2021).

 

Financial Institutions related M&A Transactions

  • Representing a major financial start-up group in its proposed acquisition of a Sharia based insurance company and development of new insurance and InsurTech products (ongoing).
  • Representing a state-owned enterprise venture capital subsidiary engaged in the proposed merger of its four Regional Venture Capital Companies (Perusahaan Modal Ventura Daerah) which included structuring of venture capital financing and management assistance (2021).

 

F&B, Manufacturing, Property, Transportation, and Other Sectors related M&A Transactions

  • Representing PPA in the proposed merger and consolidation of Indonesian manufacturing, shipping, and docking SOEs involving complex pre-merger debt and corporate restructuring of more than 7 corporate entities with 2 of them being in suspension of debt payment obligations status (PKPU) (ongoing).
  • Representing a Japanese beauty products company in the proposed acquisition of its local subsidiary which includes corporate restructuring of its existing ownership portfolio via transfer of shares to local partners (2021-ongoing).

 

Divestment and Spin-Offs Transactions

  • Representing a major global energy company in the proposed divestment via spin-off of its Indonesian sister company’s power, construction and energy business into new vehicle involving complex business restructuring and cooperation with local shareholder in one of the most regulated industries in Indonesia (ongoing).
  • Representing PT Len Industri (Persero) (LEN) in its proposed divestment of its solar power and EPC subsidiary via competitive bidding to multiple tender participants (ongoing).
  • Representing TelkomSigma in the proposed spin-off and dissolution of one of its telco subsidiaries in Malaysia (2021-ongoing).
  • Representing PPA in the spin-off of Perum Percetakan Negara Republik Indonesia’s assets into a new special purpose vehicle (SPV) for the restructuring of Lokananta, the first national record label company of Indonesia (ongoing).
  • Representing PT Graha Sarana Duta (TelkomProperty) in its proposed divestment of two of its hotel properties to potential acquirers via competitive bidding (2021).
  • Representing PT Telekomunikasi Indonesia International (Telin) in the proposed spin-off and dissolution of its telco subsidiaries in Macau and Australia (2021).
  • Representing a major Indonesian conglomerate group in its proposed strategic divestment of its freight forwarding logistic and transportation business to a Malaysian investor (2021).

 

Telecommunication, Media, and Technologies

TMT Products, Apps, and Infrastructures Development and Contracts

  • Representing Telkom and MDI in the drafting and negotiation of agreements for the development and payment mechanism of new integrated digital health and fitness apps with PT FitAja Digital Nusantara (ongoing).
  • Representing a major private equity group in the drafting and negotiation of construction and supply contracts for the development of its data center business portfolio (ongoing).
  • Representing Telkom in the drafting and negotiation of its strategic partnership agreement with Microsoft Group for 3 major pillars of cooperation, namely: (i) development and improvement of intelligent infrastructure, (ii) acceleration of digital and cloud-based transformation within Telkom Group, and (iii) strategic initiatives across Indonesia’s B2X market through various sectors and market segments via establishment of joint ventures and strategic partnership (2022).
  • Representing Telkom Group in the drafting and negotiation of the first hyperscale data center lease agreement by TelkomDataCenter for a major global software company which is also supported by Telkom innovative parent company support structure (2022).
  • Representing a European e-toll-payment system company in the drafting and negotiation of agreement on payment integrator for Indonesia’s multi-lane free flow electronic toll collection system with relevant financial institutions (2022).
  • Representing a European e-toll-payment system company in the drafting and negotiation of cooperation agreement with Indonesian National Police with respect to data sharing and technology integration (2022).
  • Representing Telkom in the drafting and negotiation of its strategic partnership agreement with Singapore Telecommunications Limited (Singtel) for development of Fixed Mobile Convergence technology (2022).
  • Representing Telkom in the drafting and negotiation of its strategic partnership agreement with Singtel for development of new data center business in Southeast Asia region (2021-2022).
  • Representing a global consumer products company in the drafting and negotiation of service agreement with a major global software and solution company for the development, trial, and deployment of a successful minimum viable product for a blockchain system in the palm oil supply chain. This pilot project is expected to provide supply chain transparency into traceability and properties of sustainable volumes by leveraging blockchain technology to provide transaction auditability, process transparency and mass balance enforcement amongst supply chain participants (2021).
  • Representing Telkom in the drafting and negotiation of its strategic collaboration agreement with Etisalat group for development of new data center business in Batam region (2021).
  • Representing a global consumer products company in the drafting and negotiation of data management service and SaaS agreement with its subcontractors for the purpose of farmer data management and geotagging (2021).

TMT Regulatory Advisory, Licensing and Compliance Work

  • Advising one of the largest pharmacy companies in Indonesia on regulatory and compliance overview for developing its own super app in the field of digital preventive and healthcare services (ongoing).
  • Advising a global car manufacturing company on comprehensive regulatory and compliance review for the development of its in-vehicle apps and e-wallet for online purchase of good and services (2022).
  • Representing an integrated online F&B start-up company in its material business and corporate group restructuring for the purpose of establishing its own digital marketplace, online trading, and payment system which involved comprehensive regulatory and compliance analysis for business streamlining of its more than 20 subsidiaries and development of new digital platforms and systems (2021-2022).

 

Special Situations, Corporate and Debt Restructuring

  • Representing PLN in the structuring and drafting of complex bipartite and tripartite settlement agreements with an independent power purchaser company and one of PLN’s subsidiaries for the emergency supply and transport of coal to a 2-x1000 MW power plant using innovative settlement structures that comply with current mineral trading regulations (ongoing).
  • Representing Telkom in the structuring of settlement of its marketplace platform subsidiary’s ongoing liabilities to its online vendors and customers as part of the subsidiary’s business restructuring (ongoing).
  • Representing Telkom in the structuring and regulatory compliance review of asset transfers between two of its subsidiaries as part of the selling subsidiary business and debt restructuring and debt settlement with its major creditor (ongoing).
  • Representing Telkom in the restructuring and dissolution of its multiple subsidiaries as part of Telkom’s subsidiary streamlining program which include regulatory and compliance overview analysis and innovative structures to minimize potential liabilities from the dissolution of those companies (ongoing).
  • Representing a local oil & gas infrastructure company in the negotiation with its potential lenders to settle the lenders claim that a debt restructuring and payment suspension process involving an alleged sister company of the client can affect the client’s financial performance and ability to receive project financing from the relevant lenders (2022).
  • Representing a sustainable rubber plantation company in its USD150 million debt restructuring and settlement with its major creditors involving complex equity support and settlement of conflict among its shareholders (2022).
  • Representing PLN in the structuring and drafting of complex bipartite settlement agreements with an independent power purchaser company for the emergency supply and transport of coal to a 2-x25 MW power plant using innovative settlement structures that comply with current mineral trading regulations (2022).
  • Representing a global consumer products company in the comprehensive risk review and structuring of its contractual arrangements with its customers and merchants in relation to the sudden and immediate national ban on exports of crude palm oil (2022).
  • Representing an integrated online F&B start-up company in its material business and corporate group restructuring for the purpose of establishing its own digital marketplace, online trading, and payment system which involved comprehensive business transformation plan and change of main business activities of more than 20 subsidiaries (2021-2022)
  • Representing Telkom in the structuring and regulatory compliance review of the proposed business and corporate restructuring of Telkom’s major digital, infrastructure and technology subsidiaries (2021).
  • Representing Telkom in the structuring and regulatory compliance review of the proposed business and corporate restructuring of Telkom’s business process outsourcing subsidiaries (2021).
  • Representing a state-owned enterprise subsidiary engaged in cogeneration, distributed generation, and operation and maintenance services in the proposed restructuring and financing of its subsidiary engaging in 30MW gas power plant which included provision of additional shareholder loan and other form of equity support (2021).
  • Representing one of the largest commercial banks in China in changing the management control of an Indonesian subsidiary of one of the largest property companies in China that was under massive corporate and debt restructuring, ensuring that the bank has effective control on the target company for the purpose of business turn-over and management of major land bank assets (2021).
  • Representing a global consumer products company in the comprehensive risk review and structuring of its business activities and required licensing in relation to foreign ownership restrictions affecting manufacturing and distributorship businesses (2020-2021).

 

Government Relations, Regulatory Advisory, and Public Policy Making

  • Advising Asia Development Bank (ADB) on the structuring of new program for Indonesia’s energy transition mechanism (ETM) via acceleration of coal power plant retirement, including development of innovative financing structure and regulatory analysis to ensure compliance of ETM program with Indonesian laws. The ETM program will be the first of its kind program in Indonesia setting new precedents for assisting the Government of Indonesia in meeting its commitment to global carbon reduction (ongoing).
  • Advising Sustainable Energy for Indonesia’s Advancing Resilience (SINAR) and the Ministry of Finance (MOF) on the development of and drafting new MOF regulation for establishing country platform for the financing of ETM program for managing the required ETM funds and providing Government of Indonesia’s financial support for ETM program (ongoing).
  • Advising Deutsche Gesellschaft für Internationale Zusammenarbeit (GIZ) and the Ministry of Energy and Mineral Resources (MEMR) on the establishment of carbon trading mechanism (including promulgation of implementing regulations and structuring of carbon trading platform) (ongoing).
  • Advising Alliance to End Plastic Waste on the development of a new innovative grant structure for creating the first ever grant of goods and services to Indonesian regional government by an international NGO for reducing plastic waste and support climate change program (ongoing).
  • Advising CleanEarth on regulatory assessment for the development of shareholders activism program in Indonesian listed and closed companies to support climate change policy and carbon reduction (ongoing).
  • Advising SINAR and PT Sarana Multi Infrastruktur (Persero) (SMI) on the development of the structure of Geothermal Resource Risk Mitigation Project (GREM) to accelerate geothermal project in Indonesia, setting up new precedents for development of geothermal and renewable energy. The work includes providing substantive comments and revisions to draft MOF regulations governing the financing and management of funds reserved for GREM Program (2021).
  • Advising SINAR on the development of new subsidy structures from legal perspective for PLN for the purpose of creating innovative ways to create cost savings for the Government of Indonesia, increase accuracy of subsidy targets, and assist PLN in getting a better subsidy model for developing renewable projects (2021).
  • Advising SINAR on the development of new revenue structures from legal perspective for PLN for the purpose of creating innovative ways for PLN to improve its business models, increase business efficiency, and target new types of consumers (2021).
  • Advising SINAR on the development of new renewable procurement program from legal perspective for PLN for the purpose of improving PLN’s overall procurement process in developing new renewable power plants (2021).
  • Advising ADB on the drafting of a new policy for sustainable and innovative financing program for PLN’s transmission line and restructuring of PLN’s power purchase agreement structure (2020-2021).

 

Power, Energy & Infrastructure

  • Representing PLN in the complex structuring of shareholding ownership with its potential investors for the development of 20MW geothermal power plant located at Tulehu, Maluku Island (ongoing).
  • Representing PLN in the structuring and drafting of shareholders agreement with its potential investors for the development of 200MW hydropower plant located at Sulbagsel, Sulawesi Island (ongoing).
  • Representing PLN in the structuring and drafting of shareholders agreement with its potential investors for the development of 70MW wind power plant located at Tanah Laut, South Kalimantan Island (ongoing).
  • Representing PLN in the structuring and drafting of shareholders agreement with its potential investors for the development of 22MW wind power plant located at Timor Island, West Nusa Tenggara (ongoing).
  • Representing a major Taiwanese state-owned company in its proposed mega project investment with Pertamina group for the development of a naphtha cracker plant company in Indonesia (2021).
  • Representing a major state-owned airport company in the proposed master strategic cooperation with foreign and local investors for the establishment of new airport facilities and airport city in West Nusa Tenggara area (2019-ongoing).

 

Corporate Compliance, Investigative Audit and Out-of-Court Complex Dispute Settlement

  • Representing PLN in the assessment and determination of force majeure claim under the power purchase agreement (PPA) by one of its major renewable independent power purchasers, involving comprehensive analysis on global supply chain issues and complex interrelated relationship between the PPA, EPC contract and subcontract agreement (ongoing).
  • Representing a major Indonesian conglomerate family engaging in insurance and financial services business in its dispute with its shareholding partner in one of its insurance subsidiaries with respect to the proposed divestment of such subsidiary (ongoing).
  • Advising Telkom on internal and regulatory compliance review of Telkom group investment in its joint venture with eBay group (ongoing).
  • Representing a major Indonesian conglomerate family engaging in insurance and financial services business in its shareholders dispute and change of management control for their whole assets’ portfolios (2022).
  • Representing a coal independent power purchaser in the analysis and submission of its force majeure claim under the PPA to PLN (2021).
  • Representing a major Indonesian telecommunication company in conducting investigative audit for one of its subsidiaries engaging in network application solutions for corporate clients with respect to potential fraud in supply chain (2021).
  • Representing an energy and infra subsidiary of a major construction and infrastructure SOE in its dispute with its shareholding partner with respect to the management and funding of their gas storage and infrastructure company which was settled by way of voluntary acquisition of shares (2020-2021).

 

Capital Market & Securities

  • Advising a listed pharmacy SOE in the structuring of its vaccine distributorship agreement with its holding company in compliance with Indonesian capital market regulations related to Affiliated Party and Conflict of Interest Transactions (2022).
  • Representing Mitratel in the drafting and negotiation of innovative investment agreement with a major Indonesian securities company to support the diversification of Mitratel’s business portfolio (2021).
  • Advising a listed pharmacy company in the structuring of its drugs distributorship agreement with its Malaysian parent company in compliance with Indonesian capital market regulations related to Affiliated Party and Conflict of Interest Transactions (2021).
PUBLIC SPEAKING & ACADEMIC ACTIVITIES
  • Speaker in webinar on “The 8th BRAVE FH UI” held by Faculty of Law, University of Indonesia (2022).
  • Speaker in workshop “Workshop Perdagangan Karbon pada Pembangkit Energi Baru Terbarukan (EBT)”, held by the Directorate General of EBTKE, the Ministry of Energy and Mineral Resources (ESDM), along with the Federal Ministry for Economy and Climate Protection (BMWK) of the German Government c.q. Deutsche Gesellschaft für Internationale Zusammenarbeit (GIZ) GmbH.
  • Speaker in international webinar on “Foreign Investment and the Latest Update of Indonesia Investment Laws” held by Stellex Law Firm, titled “Virtual Conference to Introduce Indonesian Investment Law” (2021).
  • Speaker in webinar on “Start-Up Establishment and Funding: A Practical Approach” held by ILUNI FHUI’s Alumni Class Festival (2021).
  • Speaker in webinar on “Penerapan Doktrin Business Judgment Rule dan Tanggung Jawab Perdata/Pidana Direksi dan Komisaris” for the senior management leaders of Mining Indonesia Group (Inalum, Antam, PTBA, TINS), held by Mining Indonesia Group (2021).
  • Speaker in webinar on “Penerapan Doktrin Business Judgment Rule dan Implementasi Surat Edaran Mahkamah Agung Mengenai Pengertian Keuangan Negara” for the Board of Directors of Indonesia Power Group, held by PT Indonesia Power (2021).
  • Speaker in webinar on “Penerapan Doktrin Business Judgment Rule dan Implementasi Surat Edaran Mahkamah Agung Mengenai Pengertian Keuangan Negara” for the Board of Directors of Pertamina Group, held by Pertamina Academy (2021).
  • Speaker in webinar on “Penerapan Doktrin Business Judgment Rule dan Implementasi Surat Edaran Mahkamah Agung Mengenai Pengertian Keuangan Negara” for the Board of Commissioners of Pertamina Group, held by Pertamina Academy (2021).
  • Speaker in webinar on “Restrukturisasi Hutang dan Korporasi di Era Pandemi – Tantangan dan Kesempatan”, held by UMBRA – Strategic Legal Solutions (2020).
  • Speaker in webinar on “Implementasi Ketentuan Keadaan Memaksa dalam Kontrak Konstruksi dan Ketenagakerjaan serta Tanggung Jawab Pelaku Usaha dari Sudut Pandang Perdata dan Pidana Terkait Pelaksanaan Bisnis Dalam Pandemi Covid-19”, held by UMBRA – Strategic Legal Solutions (2020).
  • Speaker in webinar on “Cross-Border Jurisdiction in the Implementation of Indonesia’s e-Court and e-Litigation”, held by Overseas Indonesian Student Association Alliance (2020).
  • Speaker in workshop on “Tantangan Implementasi Business Judgment Rule Dalam Aksi Korporasi Badan Usaha Milik Negara”, held for the Board of Directors and Board of Commissioners of PT Telkom Indonesia (Persero) Tbk. by UMBRA – Strategic Legal Solutions (2019).
  • Speaker in workshop on “Corporate Governance and Business Judgment Rule for Mining State-Owned Enterprise”, held for the Board of Directors and Board of Commissioners of PT Antam Tbk. by UMBRA – Strategic Legal Solutions (2019).
  • Speaker in workshop on “Corporate Governance and Business Judgment Rule for Mining State-Owned Enterprise”, held for the Board of Directors and Board of Commissioners of PT Antam Tbk. by UMBRA – Strategic Legal Solutions (2019).
  • Speaker in workshop on “Business Judgment Rule for State-Owned Enterprises Group Companies”, held for PT Indonesia Power and its Subsidiaries by UMBRA – Strategic Legal Solutions (2019)
  • Speaker in The Third National Mining Legal Seminar on “Foreign Investment in Mining Companies through IPO”, held by Coal Asia and Petromindo (2019).
  • Speaker in workshop on “Capital Market Financing Structures for Water Infrastructure Development”, held for PT Krakatau Tirta Industri by UMBRA – Strategic Legal Solutions (2018).
  • Speaker in national seminar on “Alternative Capital Market Financing Structures for Infrastructure Development”, held by UMBRA – Strategic Legal Solutions and Crowe Indonesia (2018).
  • Speaker in workshop on “Merger & Acquisition – Transaction Documents”, held for Telkom Group by UMBRA – Strategic Legal Solutions (2018)
  • Speaker in workshop on “Merger & Acquisition – Due Diligence and Structuring”, held for Telkom Group by UMBRA – Strategic Legal Solutions (2018).
  • Speaker in workshop on “Merger & Acquisition 101”, held for PGN by UMBRA – Strategic Legal Solutions (2017).
  • Speaker in workshop on “Practical and Commercial Aspects of Contract Drafting & Negotiation”, held for PT Sarana Menara Nusantara (Protelindo) by UMBRA – Strategic Legal Solutions (2017).
  • Speaker in workshop on “Corporate Compliance Issues for Indonesian Listed Companies”, held for Telkom Group by Baker & McKenzie (2016).
  • Speaker in workshop on “Common Issues in Merger & Acquisition Transactions”, held for Telkom Group by Baker & McKenzie (2016).
  • Lecturer in University of Indonesia (Legal Aspects in Economic Transaction) (2014-2016).
  • Lecturer in Gajah Mada University, International Program (Civil Law and Contract Law) (2013-2015).
PUBLICATION
  • Is the Conditionally Constitutional Doctrine Constitutional?, Indonesia Law Review Vol. 8, No. 1 (2018), Faculty of Law, University of Indonesia.
  • Indonesian Constitutional Court rules (again!) on Electricity Law, Baker & McKenzie Newsletter (Co-Author) (December 2016).
  • Perlindungan Hak Tersangka Dalam Perspektif Hukum dan Ekonomi (Protection of Suspects’ Rights in Law and Economics Perspective), Teropong Law Journal of the Faculty of Law, University of Indonesia (Special Edition on The New Draft of Indonesian Criminal Procedure Act) (2016).
  • Public Choice Theory dan Aplikasinya dalam Sistem Legislasi Indonesia (Public Choice Theory and Its Application in Indonesian Legislative System), Jentera Law Journal on Rule of Law edition (2015)
  • Litigasi Keuangan di Bidang Pasar Modal Dalam Tinjauan Hukum dan Ekonomi (Securities Litigation in Law and Economics Perspective), Jurnal Hukum dan Pasar Modal (Journal of Law and Capital Market) (2014).
  • Special Purpose Vehicle Dalam Tinjauan Hukum dan Ekonomi (Special Purpose Vehicle in Law and Economics Perspective), Journal of Indonesian Corruption Watch (2013).
  • Penanaman Modal Asing Melalui Pasar Modal: Ketidakpastian Hukum yang Belum Tuntas Terjawab (Foreign Capital Investment through Capital Markets: The Unsettled Legal Uncertainties), Jurnal Hukum dan Pasar Modal (Journal of Law and Capital Market) (Co-Author) (2013).
  • Pendekatan Hukum dan Ekonomi Terhadap Kejahatan Pemerkosaan (An Economic Analysis of Rape Crimes), Jentera Law Journal on Women and Law edition (2012).
  • Sukuk Law – An Indonesian Legal Perspective, Islamic Finance News Vol. 5, Issue 31 (Co-Author) (2008).
  • Penawaran Tender dan Beberapa Permasalahannya (Tender Offer and Its Various Issues), Jurnal Hukum dan Pasar Modal (Journal of Law and Capital Market) (Co-Author) (2006).
  • Penerapan Good Corporate Governance: Mengesampingkan Hak-Hak Istimewa Demi Kelangsungan Usaha (Implementation of Good Corporate Governance: Waiving Special Rights for Pursuing Business Sustainability), book published by PT Prenada Kencana Media (Co- Author) (2006).