PwC Legal Indonesia > Surabaya, Indonesia > Firm Profile

PwC Legal Indonesia > Firm Profile

Melli Darsa & Co. was established in 2002, and we have built a strong reputation as advocates and legal consultants, providing value-added advice on the complexities and challenges of the Indonesian legal environment to both inbound investors and Indonesian corporations.

From 17 July 2017, Melli Darsa & Co. has joined the PwC network of firms, complementing the assurance, tax, financial advisory, and business consulting services that are provided by PwC Indonesia.

While technical excellence is at the core of what we do, the breadth of our business and market insight differentiates us from traditional law firms, enabling us to deliver unparalleled focus and integrated services. 

Our core value is providing legal services, putting the needs and priorities of our clients first, while continuously improving our approach and continuing to do business ethically. Our legal services include:

Mergers and acquisitions and corporate advisory: The lawyers in our team have a solid track record in carrying out strategic and comprehensive M&A transactions and corporate advisory across a broad range of areas, including:

• Foreign direct investments
• International business restructuring
• Legal due diligence
• Stocks/shares and asset sales
• Joint ventures and strategic alliances
• General corporate matters and licensing requirements
• Anti-monopoly
• Company liquidation
• Employment and human capital planning and management under the new Omnibus Law
• Company regulations, collective labour agreements, policies and procedures
• Environment sustainability regulatory planning and compliance;
• Good corporate governance, including anti-bribery and corruption; 
• Human rights protection and whistle-blowing procedures

Finance and financial regulation: Working closely with industry-focused colleagues in the PwC global network, our team of banking and finance lawyers are able to assist you with the key legal and documentation aspects of finance, including:

• Corporate finance, loan agreement and funding facilities
• Acquisition finance
• Project finance and property finance
• Intra-group lending
• Personal and corporate guarantee
• Loan refinancing and debt-to-equity swap
• Export financing
• Green bond financing
• Security arrangement and enforcement (including filing/registration of security documents and advice)
• Limited legal due diligence for lending transactions (borrowers engaging in various industries) 
• Structuring finance transactions including leveraged buy-outs, structured notes, and securitisation
• Equity support arrangements
• Advice on banking, multi-finance and insurance regulations;
• Regulatory and compliance matters, including assisting in the sustainability reports as required by the Financial Services Authority;

Capital markets: We have consistently been the firm of choice for a number of international investment banks in relation to capital market transactions, and we work seamlessly with other global firms specialising in securities work. Our lawyers are well-versed in advising and providing counsel to clients in the following areas:

• Equity offerings including initial public offerings, rights issues, non-preemptive rights, warrants and options
• Debt offerings including bonds, notes, debt exchanges, convertible and exchangeable bonds 
• Mergers, acquisitions, and tender offer
• Stock trading and block trades
• Share buyback and resale
• Corporate restructuring and joint ventures
• Corporate governance
• Regulatory and compliance matters
• Share-based incentive plans
• Affiliated party, conflict of interest and material transactions
• General meeting of shareholders
• Disclosure, announcement and filing
• Confidentiality and insider trading matters
• Legal due diligence and legal opinion

Regulatory: Through PwC’s industry-focused network, combined with our lawyers’ extensive experience in various industries, we are capable of providing advice on various regulatory regimes and structures. We work with private and publicly listed companies, small businesses, individuals and governments across Indonesia, as well as globally. Our work includes regulations in the following industries:

Government and public sectors:

• Infrastructure development
• Government bodies
• Regulators
• Transportation
• Transit-orientated development
• Education
• Healthcare
• International development
• Security
• Smart cities
• Environment, including Mitigation and Adaptation Action registration in the National Registry System on Climate Change Control;
• Assisting in identifying Environmental, Social and Governance (ESG) obligatory requirement  in GPS infrastructure development

Energy, utilities and resources:

• Mining and metals
• Power and utilities
• Oil and gas
• Renewable energy
• Chemicals
• Water
• Assisting in identifying Environmental, Social and Governance (ESG) obligatory requirements in EUR sectors, including but not limited to, identifying mandatory mitigation plan and carbon pricing benefit  in EUR sector to achieve the 2030 National Determined Contribution of GHG Emission Reduction.

Real estate: 

• Acquisitions, disposals, lettings and general management matters
• Legal due diligence for asset, share and loan transactions
• Implementing structuring and corporate re-organisations
• Asset and property management agreements
• Advising occupiers on strategy, value realisation, cost mitigation, managing onerous and contingent lease liabilities
• Real estate planning in relation to mandatory emission reduction;

Technology, media and telecommunications:

• Technology
• Information and communication
• Television and other media
• Advertising
• Hospitality and leisure
• Entertainment

Environment, social and governance:

• Providing advice on mandatory mitigation compliance to reduce GHG emission in certain sectors in relation to Carbon Tax and Carbon Pricing, specially for EUR, waste, IPPU, forestry, and agriculture;
• Assisting in the transition of mutual business to business carbon trading/pricing into regulated and registered carbon pricing;
• Assisting in the development of Company Regulation and Policy to comply with Social and Governance aspect of ESG;
• Investment advisory planning; and
• Development and review of Company CGC Manual in accordance with the principles of ESG.