CASE STUDY: LEGAL OPINION FOR MAINTAINING EFFECTIVE COMPANY GOVERNANCE

Written by David James Oliver Tuhusula on 2/7/2024

The author’s views are entirely their own and may not always reflect the views of Putranto Alliance.

In 2022, a construction company encountered significant challenges due to one of its shareholders intending to perform an Initial Public Offering (IPO). This potential shareholder IPO raised concerns about the impacts on the company’s equity ownership, management, and overall operations, resulting in the company requiring a detailed and comprehensive legal opinion. Putranto Alliance stepped in to provide an in-depth analysis, developing a strategic plan that addressed the specific considerations of resource allocation and legal requirements. This expert legal counsel ensured a smooth transition and positioned the company for successful future operations.

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Situation

A subsidiary of a foreign engineering corporation is known for extensive involvement in construction projects globally.

The company has a notable presence in the construction sector of Indonesia, having completed significant business complexes and various construction services, including offices, industrial buildings, shopping centers, water infrastructure, roads, bridges, and non-fishery port constructions. These projects highlight their expertise in handling large-scale construction works across different sectors.

Complication

In 2022, one of the shareholders in the company intended to perform an IPO. The action could cause a change in the equity ownership, management, and operation of the company.

Question

The company questioned the possible effects of the matters above.

Putranto Alliance was entrusted to assess the possible effect of the company by answering the potential issues that may arise.

After performing a comprehensive study and considering the scope of company service, the key challenges identified by Putranto Alliance are as follows:

  1. Equity Transfer and Operational Limitations
  2. Legal and Financial Documentation
  3. Privacy Consideration

Answer

Putranto Alliance answered the client’s inquiry by advising and providing a legal opinion based on the matters above, which has been effective in addressing the potential issues presented by one of its shareholders intending to perform an IPO. 

The key points in the legal opinion are as follows:

Shareholder IPO Impact Issue Tree

Equity and Operational

The legal opinion first explained that equity transfer is a complex issue, especially due to various regulations covering it. The transfer may also affect and/or restrict the overall operations of a company and how the privacy of the company may be at risk as a result of being the shareholder intending to become a part of publicly listed companies.

For example, the company may face limitations in executing corporate actions, including but not limited to mergers, acquisitions, takeovers, and separations.

Legal and Financial Documentation

The legal opinion emphasized that precise and thorough legal and financial documentation is crucial for construction services, as it ensures compliance, protects against disputes, and provides clear project guidelines. This approach not only enhances the reputation and reliability of the company but also contributes to avoiding costly mistakes in the long run.

Privacy

The legal opinion emphasized the growing significance of privacy for both personal and company data, particularly in the context of the Privacy Data Protection Law in Indonesia. As digital interactions and data sharing continue to rise, it is important to ensure that client data remains secure, aligning with global efforts to safeguard all forms of information. This includes considering the implications of data disclosure during audits, reflecting a commitment to maintaining confidentiality and legal compliance.

To address these potential issues, Putranto Alliance supported the client by preparing a comprehensive set of documents and providing a comprehensive legal opinion, including agreements and compliance paperwork.

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