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FINAL EXAM: BUSINESS LAW

This individual take home assignment is your final exam. This exam must be
completed individually, independently and ethically. No plagiarism or other
unethical conducts. Failure to adhere will result in ‘F’ (Failed) for the course. This
is open book exam- you may use all materials. Due date: by Tuesday, 30 April
2019 23:59 WIB. Send your essay to: rivana.mezaya@sbm-itb.ac.id,
muthia.soebagjo@sbm-itb.ac.id, kinanti.utami@sbm-itb.ac.id.

Format: Font Calibri size 12. Space 1.1 with spacing after paragraph 12pt,
justified. Put in the Email title and File Name: "Final Exam BELS – GM 8 -- Your
Name”. Words count: min 1200, max 2200 (excluding questions). Please state
your total word count at the end of the exam.

Question #1 – Contract Law and Dispute Settlement

Consider this Share Sale and Purchase Agreement between PT Kaka (“Kaka”) as
Transferor and PT Momo (“Momo”) as Transferee (the “Agreement”) as
provided in the Sessions on Contracts.

1. SALE AND PURCHASE

1.1 Subject to the terms of this Agreement, the Transferor hereby sells,
transfers, and assigns to the Transferee, and the Transferee hereby
purchases and accepts from the Transferor the transfer and
assignment of the Shares, including all rights and title to and interest
in or with respect to the Shares.

1.2 The transfer of the Shares pursuant to this Agreement shall be


effective on a date all of the conditions have been fulfilled by the
Transferor as set under Article 3.1 of this Agreement (the
“Completion”) and as from the Completion, the Transferor shall
subrogate all of the Transferor’s rights, titles and interests in or
attached to the Shares, and the Transferee shall be entitled to all
benefits gained or proceeds arising from the Shares and to exercise all
rights of ownership with respect to the Shares.

a. Considering the above clauses, when would the transfer of shares from
the Kaka to Momo occur? Please elaborate your answer.
b. If you were Momo, what aspects or conditions would you like to add
and/or put in negotiation in Article 1 of the Agreement to mitigate your
risks as the Transferee?
c. If there were no changes made to Article 1 of the Agreement, and in the
event where the Transferee fails to fulfil its payment obligation upon
signing the agreement, where would you take your claims to and what
will the claims be. Please consider other provisions of the Agreement,
including but not limited to Article 5 (Dispute Settlement) of the
Agreement.

Question #2 – Investment, Mergers, and Acquisition

Hypothetical: GrabBike is part of the operation of Grab, a Singapore-based


company. In Indonesia, it is in direct competition with Gojek. After careful
considerations, GrabBike decides it no longer wants to compete with Gojek, so it
considers investing, merging and/or acquiring Gojek in Indonesia.
a. In your opinion, which option would be best for GrabBike and please state
your assumptions.
b. After doing the due diligence process, GrabBike finds that Gojek is facing
law suits from a group of its unhappy drivers, if you are the decision
maker at GrabBike what would you do about this and does it affect your
decision to merge or acquire?
c. If Grab decides to buy 40% of Gojek’s shares and still runs GrabBike
separately, give at least one example of any legal instrument that other
Gojek’s shareholders can make to ensure Gojek is still competitive with
GrabBike.
d. Assuming that Gojek is an Indonesian company in the line of business of a
marketplace, is this investment possible under Indonesian Law?

Question #3 – Anticorruption, Corporate Law, Good Corporate Governance

You are the President Director of a limited liability company in Indonesia. Your
company is in the middle of a major property development project where you
have sold 60% of the property before any construction even begins. A General
Meeting of Shareholders passed a resolution that the company should adhere to
strict anticorruption guidelines, following the anti-corruption laws of Indonesia.
a. The project has been delayed because of problems in land acquisition. The
land officer will not conduct their measurements despite all the documents
you have given to fulfill the terms for a measurement. Your deadline to finish
land acquisition is nearing. You heard from your notary that the usual
practice is to pay for extra, non-regulated expenses for the land officers to
get the measurements done and expedite the process. If the project is
delayed, you are exposed to penalty risks for the buyers of already sold
property. What will you do?
b. If you decide to pay the extra-expenses out of the company's budget, does
the shareholder have any recourse against you personally? Consider the
articles of Company Law No. 40/2007.