SSEK Indonesian Legal Consultants partner Fahrul S. Yusuf and Michael S. Carl, a senior foreign legal advisor at the firm, have contributed the Indonesia chapter of the new Practical Law global guide to Public Mergers and Acquisitions. SSEK Legal Consultants is one of the top M&ampA law firms in Indonesia, as ranked by leading independent legal publications including Chambers &amp Partners, IFLR1000, Legal 500 and Asia Law &amp Practice. SSEK was recognized as a Tier 1 M&ampA law firm in the 2015 M&ampA Rankings from Asian Legal Business, one of only four firms to receive the Tier 1 ranking. The following is an extract from Public Mergers and Acquisitions in Indonesia. Compulsory purchase of minority shareholdings Can a bidder compulsorily purchase the shares of remaining minority shareholders? The acquirer does not have the right to compulsorily purchase the shares of any minority shareholders who do not accept the offer. If a bidder fails to obtain control of the target, are there any restrictions on it launching a new offer or buying shares in the target? There are no such restrictions. De-listing What action is required to de-list a company? The requirements to de-list are governed by Indonesia Stock Exchange (IDX) Rule No. I.I on De-Listing and Re-Listing (IDX Regulation).

By Wynne Prasetyo The Indonesian Minister of Energy and Mineral Resources (MEMR) recently enacted Regulation No. 38 of 2015 regarding Expediting Non-Conventional Oil and Gas Operations (MEMR Reg. 38/2015). MEMR Reg. 38/2015 came into effect on November 2, 2015. The main points of MEMR Reg. 38/2015 are: Non-Conventional Oil and Gas Cooperation Contracts Under MEMR Reg. 38/2015, there are three types of cooperation contracts for non-conventional oil and gas operations. These are Production Sharing Contract (PSC), Sliding Scale Production Sharing Contract (Sliding Scale PSC), and Gross Split Sliding Scale Production Sharing Contract (Gross Split Sliding Scale PSC). The type of contract used for a non-conventional oil and gas work area will be determined by the Directorate General of Oil and Gas (DGOG) on behalf of the MEMR. While PSCs are common in Indonesia's oil and gas sector, Sliding Scale PSC and Gross Split Sliding Scale PSC are new. As defined by MEMR Reg. 38/2015, a Sliding Scale PSC is a form of contract with progressive production sharing based on annual cumulative production with an operational cost recovery mechanism, while a Gross Split Sliding Scale PSC involves the sharing of progressive gross production based on annual production without a cost recovery mechanism.

SSEK Indonesian Legal Consultants founding partner Dyah Soewito, senior foreign legal advisor Michael D. Twomey and Stephen Igor Warokka, an associate at the firm, have contributed the Indonesia chapter of the new Getting the Deal Through global guide to Ship Finance. SSEK Legal Consultants has one of the leading shipping practices in Indonesia. SSEK advises multinational and joint venture shipping and offshore drilling companies on all aspects of their operations in Indonesia, including advising on the establishment of joint venture companies, the opening of representative offices and the acquisition and sale of vessels. SSEK is ranked as a tier-one shipping firm by The Legal 500 and is highly recommended for its shipping practice by Asialaw. The following is an excerpt from the Indonesia chapter of the Getting the Deal Through global guide to Ship Finance written by SSEK Legal Consultants. Bank Indonesia recently issued BI Regulation 17, which requires cash and non-cash domestic transactions to use Indonesian rupiah, and Regulation 16/21 requires borrowers of offshore loans to comply with hedging, liquidity and credit rating requirements in certain instances. BI Regulation 17 became effective as of March 31, 2015. In January 2015, the Minister of Transportation (MOT) issued MOT Regulation No. PM 10 of 2015 (PM 10/15), which is the second amendment of MOT Regulation No. PM 10 of 2014 (PM 10/14). PM 10/14 sets out those activities that may be conducted in Indonesian waters by foreign-flagged vessels and the procedure to be followed for a foreign vessel to obtain an exemption from Indonesia’s cabotage requirements. A foreign-flag dispensation is called a Foreign Vessel Utilization Permit (IPKA). Under PM 10/15 the validity period for an IPKA is now a maximum of one year. The regulation is silent as to whether it can be extended. Under PM 10/14, the IPKA was valid for six months and extendable.

By Richard D. Emmerson and Indrawan Dwi Yuriutomo Indonesian labor and employment laws do not expressly impose or regulate non-competition obligations of employees with the exception of the Chief Representative of the local representative office of an overseas principal. However, Indonesian law recognizes the principle of freedom of contract. This principle is codified in Articles 1337 and 1338 of the Indonesian Civil Code (the Civil Code). The parties to a contract are free to include any provisions they wish, subject only to the mandatory provisions of Indonesian law, as well as the general principles that contract terms must be implemented in good faith and not contrary to public order. With regard to non-competition during the period of employment, it is essential to include a provision in the employment agreement imposing a duty on the employee not to compete or otherwise act in conflict with the interests of the employer. The same provision may be set forth in the so-called Company Regulation, which sets forth the employer's work rules registered with the Ministry of Labor and is updated every two years, or in the Collective Labor Agreement (CLA) if there is a union or unions representing a majority of employees. Violation of that contractual duty would be grounds for termination. Interestingly, the rules with regard to the appointment of a Chief Representative of a representative office expressly require the candidate to sign an undertaking to be solely devoted to the interests of the overseas principal and not to have any other employment whatsoever. Non-competition following employment