Established since 1981, Tumbuan & Partners (T&P) is one of the leading Indonesian law firms in the market, specializes in various aspects of corporate, capital market and business law.
Established since 1981, Tumbuan & Partners (T&P) is one of the leading Indonesian law firms in the market, specializes in various aspects of corporate, capital market and business law.
We believe in the power of teams, rather than individuals. We bring together groups of people with just the right mix of skills and experience to secure successful outcomes.
Our combined sector and expertise enable us to maintain commercial developments, identify opportunities, and anticipate challenges to ensure our partnership with the clients can bring real value.
Established since 1981 by Fred B.G.Tumbuan, a highly respected commercial law practitioner, academic and author who is regularly involved in the drafting of Indonesia’s commercial legislation and serves as an advisor to a number of Indonesian government ministries.
We have assisted a wide array of transactions and businesses with complex legal needs. Throughout the years, our team has rapidly expanded as being solid and considered as one of the leading Indonesian law firms in the market. We champion our clients' interests and we are proud to help many of our clients use their success to make the world a better place.
As a firm, we are committed to the highest standards of professional integrity and excellence in the practice of law and leadership in the development of Indonesian law and legislation through education and public service.
T&P specializes in various aspects of corporate and business law. Our practice areas include among others Banking & Finance, Capital Market & Securities, Commercial Arbitration, Commercial Litigation & Anti-trust, Construction & Infrastructure, Debt & Corporate Restructuring, Foreign & Domestic Capital Investments, Merger & Acquisition, Mining & Energy, Oil & Gas, and Telecommunication, Media & Technology, Intellectual Property, Litigation, and Bankruptcy & Suspension of Debt Payment.
Our clientele include state-owned enterprises, private and multinational companies, domestic, foreign and multinational banks, financial institutions, as well as start-up companies. Our deals vary largely in type and size, many of which includes major transactions and highly complex deals, all of which have given the opportunity for T&P to grow and attain firsthand experience in the practice of Indonesian law.
Tumbuan & Partners is listed in Hukumonline.com “Capital Market Lawyers and Notaries in IPO Transactions Rankings for the year 2019” as one of the top 3 law firms based on the highest total IPO issuance amount and top 4 law firms based on the highest total number of IPO transactions involved in.
Throughout the years, T&P has rapidly expanded as being a solid team and is considered as one of the leading Indonesian law firms in the market.
T&P acts as legal adviser to domestic and foreign banks and other financial institutions in all aspects of banking and finance, from simple bilateral loans to complex credit facilities and restructurings. We handle bilateral and syndicated loans, club deals, secured and unsecured financing, structure financing, construction loans, project finance, derivatives transactions, asset-based instruments, corporate finance instruments including exchangeable bonds, convertible bonds, floating rate notes and medium term notes, and cross-border financing transactions.
T&P also assists and acts as legal adviser to borrowers, lenders, sponsors, arrangers and underwriters in the negotiation, structuring and drafting of various agreements and other necessary documents.
T&P advises on banking law, including licensing of banks, single presence policy in the banking sector, securitization and the parties’ obligations under applicable banking law regulations.
Banking & Finance
T&P acts as legal adviser to issuers, arrangers and underwriters in connection with the issuance of capital market securities (equity and debt) by Indonesian companies through the Indonesian capital market and overseas capital markets, including IPOs, rights issue, bonds, notes, secondary offerings, mutual investment funds (reksa dana) and other derivatives products.
T&P also acts as legal adviser to domestic and foreign parties in providing legal advice and assistance on issues related to the Indonesian capital market regulations, including material and affiliated transactions, tender offers, go-privates, private placements, insider trading, employees stock option plans and compliance with the Indonesian capital market regulations.
T&P also assist parties in obtaining broker licenses, manager investment licenses and underwriter licenses.
T&P Senior Partner Fred B.G. Tumbuan has since the beginning of the 1980s been involved in capital market transactions and is more than acquainted with the capital market practices. He acted as the external legal counsel of the Financial Services Authority (Otoritas Jasa Keuangan or OJK) with respect to the Indonesian Capital Market and Non-Bank Financial Institutions. T&P Partner Jennifer B. Tumbuan is a qualified capital market lawyer and is extensively involved in capital market transactions, in addition she is active in the Capital Market Legal Consultants Association (Himpunan Konsultan Hukum Pasar Modal or HKHPM) and currently is acting as one of the vice chairmans.
T&P has established good relationship with the OJK (Otoritas Jasa Keuangan/Financial Services Authority), BEI (Bursa Efek Indonesia/Indonesian Stock Exchange), and other regulatory agencies and has often provided input and advice on drafts of regulations.
Capital Market & Securities
T&P Senior Partner Fred B.G. Tumbuan, besides being a registered BANI (Indonesian National Board of Arbitration) Arbitrator and in that capacity being active as an arbitrator in the resolution of disputes submitted to arbitration under the BANI Rules, a registered member of IArbI (Indonesian Arbitrators Institute), he is also a member on SIAC (Singapore International Arbitration Centre) Panel of Arbitrators and a member on APRAG (Asia Pacific Regional Arbitration Group) Panel of Arbitrators and a member of KLRCA (Kuala Lumpur Regional Centre for Arbitration) Panel of Arbitrators. He has further also acted as an expert witness regarding aspects of Indonesian law and their effect on disputes with respect to contracts governed by Indonesian law that were submitted to arbitration and the courts held in Jakarta and in Singapore.
T&P acts as legal adviser to domestic and international companies in providing legal advice and assistance in anti-trust trade practices to comply with the Indonesian anti-trust law.
T&P acts as legal adviser to construction companies in their different corporate actions, many who are also state-owned companies. T&P also acts as legal adviser to companies working on infrastructure projects (such as (toll) roads, rails, electricity, telecommunication & broadband, manufacturing plants, ports, hospitals).
Construction & Infrastructure
T&P acts as legal adviser to lenders and borrowers in all aspects of debt and corporate restructuring including capital reductions, recapitalizations, takeovers, mergers, spin-offs as well as formations of new entities.
T&P provides legal advice on bankruptcy and suspension of debt payments. T&P Senior Partner Fred B.G. Tumbuan was involved in the review and drafting of the Indonesian Bankruptcy law.
T&P assists clients in preparing documents and agreements related to proposed restructurings, bankruptcies and suspensions of debt payments.
T&P acts as legal adviser to domestic and foreign parties in providing legal advice and assistance on issues related to the Indonesian investment law, including the setting up of joint venture foreign investment (PMA) companies within the framework of the Indonesian investment law and drafting the required documents.
T&P also assists clients in negotiations with the Investment Coordinating Board (BKPM) and other relevant authorities e.g. the Ministry of Finance, the Ministry of Forestry and the Ministry of Energy, and Mineral Resources in obtaining the necessary permits and licenses.
T&P also assists foreign parties to operate in Indonesia through representative and branch offices, permanent establishments or agencies or under license and franchise agreements.
T&P assists clients in (i) business establishment including forming new corporate structures such as a limited liability company and a representative office; (ii) corporate maintenance including to comply with the prevailing laws and regulations; and licensing application with the government authorities; (iii) corporate initiatives such as restructuring corporate structure, capital restructuration and distribution of dividends.
T&P assists domestic and foreign clients in understanding and complying with Indonesian law on general corporate matters including issues of company law, human resources and other Indonesian corporate entities such as Koperasi (Cooperatives) and non-corporate entities such as Civil and Commercial Partnerships (Persekutuan Perdata, Firma and CV).
T&P Senior Partner Fred B.G. Tumbuan has written numerous articles and seminar papers on various aspects of Indonesian contract law, corporate law, securities law and bankruptcy law. He was involved in the review and drafting of the Indonesian Company law, the Indonesian Bankruptcy law, the Fiduciary Security Law, the Law on the Yayasan (Foundation) and the Law on Advocates (Attorneys-at-law). Presently, he is a member of certain teams charged with the review and/or drafting a revision of the existing law on the Civil and Commercial Partnerships, the law on Associations, the law on Hypothec (mortgage) of Registered Ships and Aeroplanes and the law on the Orphan Chamber (Balai Harta Peninggalan). He has also published several books published by Kompas Gramedia titled “Indonesian Unincorporated Business Entities and The Limited Liability Company” (2011), “An Anthology of Indonesian Private Law Essays” (2012), and “Himpunan Mengenai Beberapa Produk Legislasi dan Masalah Hukum di Bidang Hukum Perdata” (2017).
T&P was acknowledged by Asia Law Profile as a Recommended Law Firm in the Field of Corporate in the last 6 (six) consecutive years of Year 2015 until 2020.
T&P also assists clients in Islamic Finance related to sharia-based transactions. In 2013 T&P was appointed as the legal counsel to the Government of Indonesian after a tender process which was conducted by the Ministry of Finance with regards to the issuance of retail sovereign sukuk SR-006 series with a fixed return of 8.75 percent per year by the Government of the Republic of Indonesia.
T&P acts as legal adviser to domestic and foreign investors, corporations, private equity and investment funds in carrying out mergers and acquisitions (M&A). T&P also assists in the structuring and negotiation with respect to the M&A, provide legal advice on compliance with legal requirements, prepare the necessary documents, produce detailed legal due diligence reports of Indonesian companies and liaise with government agencies and civil law notaries.
The industries in which T&P has M&A experience are construction, real estate, mining, manufacturing, agribusiness, chemical, banking and finance and insurance. T&P Partner Jennifer B. Tumbuan has been extensively involved in various M&A deals, involving both private and public listed companies. In 2011 she had acted as legal adviser to a mining company in the acquisition of a foreign public listed company which was funded by a loan which is believed to be the single largest underwritten loan by any bank in Asia in that year.
T&P provides legal advice to domestic and international mining companies on the mining laws and regulations including establishment of mining companies, obtain the necessary permits and licenses, environmental issues, mining concessions and compliance with the regulatory framework.
T&P also assists in the corporate actions, mergers and acquisitions, financing and restructuring of mining companies.
T&P Partner Jennifer B. Tumbuan has an extensive background in the mining practices in Indonesia as she has been working for a large mining company in Indonesia as an external counsel. She is acquainted with mining related matters both theoretically as well as practically. Another T&P Partner, Rita Meirina, also has extensive background in the mining practices as she has been working as the inhouse counsel for a large gold mining company namely PT J Resources Asia Pasific Tbk for more than 3 years.
T&P provides legal advice to oil & gas companies on the oil & gas laws and regulations, including with regard to foreign ownership and compliance with the regulatory framework and also assists oil & gas companies in their corporate actions among others IPOs, acquisitions, joint ventures, project finance deals, financings, exploration and exploitation transactions.
T&P assists strategic investors who through private equity intend to invest in a certain company and/or industry in Indonesia. T&P working closely with tax consultants and/or auditors, advises on investment structures, alternative investment mechanisms and the regulatory and ownership restrictions that are applicable to the relevant industries.
T&P assists domestic and foreign parties including investors, lenders, borrowers, sponsors, developers and the Indonesian government in restructuring existing projects and creating financial structures for new projects to obtain the necessary funds, including project finance for industrial, mining and other major infrastructural projects.
One of T&P’s major client in the oil & gas sector includes PT PLN (Persero) in which T&P was involved in reviewing its Power Purchase Agreement and EPC Contract as well as in preparing, analyzing and finalizing a draft template of the Power Purchase Agreement and EPC Contract to be used by PLN.
T&P acts as legal adviser to real estate companies in their different corporate actions including assisting companies (in their role as buyer or seller) in the sale and purchase of plots of land, performing legal due diligence on assets that comprise of plots of lands and buildings, in drafting and/or reviewing land purchase and sales agreements, lease agreements, and also advises companies on among others agrarian law, construction law and property law.
One of T&P’s major client in the land & acquisition sector includes Indonesian state-owned companies consortium which consist of PT Wijaya Karya Tbk., PT Waskita Karya Tbk., PT Pembangunan Perumahan Tbk., PT Adhi Karya Tbk. and PT Hutama Karya in the proposed land acquisition owned by PT Asuransi Jiwasraya (JIWASRAYA) for a total investment value of IDR 2,2 Trillion.
T&P provides legal advice and assist domestic and foreign clients in understanding and complying with Indonesian general corporate matters and regulatory compliance. We may assist in performing a legal due diligence on the client which typically will cover a review of the corporate documents, operating and general licenses, manpower related documents, relevant agreements, and internal policies to ensure compliance with the prevailing laws and regulations. We also assist in providing strategies for managing risk and complying with legal requirements.
T&P acts as legal advisers to business actors in the financial technology field but also to interested investors in the field in providing relevant information on thecompliance with applicable law and regulation.
Separately, T&P also assists financial service providers in obtaining relevant business licenses such as a fund transfer license, e-wallet operator license and debit card and/or credit card acquiring license.
T&P acts as legal advisers to borrowers, lenders, and credit enhancement providers in financing of a wide range of infrastructure projects. Our borrower clients include private and public sponsors, developers, and state-owned enterprises. Our lender clients include commercial banks; non-bank private lenders such as such as infrastructure funds and private equity firms.
In the financing phase of infrastructure projects, T&P provides legal advice on traditional project financing, structured finance, equity, and intercreditor arrangements, project and municipal bonds, and securitizations. We also have experience in restructurings which involve complex projects.
T&P provides advice and guidance regarding employee-related liability matters such as severance payments, personnel policies and work rules, employment contracts, secondment arrangements, mandatory training and social security programs. This includes assistance in ensuring correct documentation and compliance with relevant manpower regulations.
T&P provides legal assistance for both domestic and foreign clients on the registration, licensing, and enforcement of intellectual property rights to ensure that their creative and intellectual works are properly protected. We assists our clients in obtaining protection for trademarks, copyrights, patents, industrial designs, trade secrets, plant varieties and domain names. We also assist in the exploitation of rights through licensing, franchising and commercial-related IP agreements.
T&P provides legal assistance in civil litigations and in dealing with the national police in criminal claims and investigations. With our broad network of peers and experts, we may in certain events recommend the engagement of an external Indonesian litigator depending on the nature of the case or parties involved. In such circumstances, we will liaise with and support the appointed external litigator in consultation with our client. Our role may further include the administration and/or provision of an early case assessment, legal research, due diligence and compliance review and/or risk assessment and the preparation of the pleadings.
T&P provides legal advice in bankruptcy matters. We are also experienced in assisting on bankruptcy litigation cases as well as representation in Suspension of Debt Payments proceedings at Indonesian courts. We serve a broad range of clients and providing creative solutions to transactional and adversarial difficulties resulting from financially distressed circumstances.
T&P provides legal advice on bankruptcy and suspension of debt payments. Our Senior Partner Fred B.G. Tumbuan was involved in the review and drafting of the Indonesian Bankruptcy law and our Partner Jennifer Tumbuan is licensed and registered as receiver and administrator in the Ministry of Law and Human Rights and a member of Indonesian Curators and Administrators Association (Asosiasi Kurator dan Pengurus Indonesia or AKPI).
Our recent experience includes acting on behalf of numerous secured creditors during the process of Suspension of Payment (Penundaan Kewajiban Pembayaran Utang – PKPU).