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: Tuesday, 22 November,
at 12 PM. Send your essay to: rivana.mezaya@sbm-itb.ac.id, kinanti.utami@sbmitb.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 3 -- Your
Name. Words count: min 1300, max 2100 (excluding questions).
1. Business law and contracting are about managing risks. Please access the
following link to obtaian Lazadas terms of use and terms of sales:
http://www.lazada.co.id/terms-of-use
(Indonesian)
or
http://www.lazada.com.ph/terms-conditions/ (English). From this
contract, please answer the following:
a. When is the contract of sales formed and when does it become
binding to Lazadas users? Please state the arguments based on the
laws of contracts.
b. Assuming that you can negotiate these terms, please identify at
least 1 problem that might arise in the future from this contract
and how you would negotiate/alter the related terms.
c. Referring to point (b), assuming that the contracts has been
formed and the problems you have identified occur, please explain
how you would solve/settle them.
d. Please consider the Indonesian Negative List under Presidential
Regulations No. 44 of 2016 and Lazadas business model. Can
Lazada become a foreign investment company in Indonesia? Please
state the ownership requirement, if any.
2. 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 merging or acquiring Gojek in Indonesia.
a. In your opinion, which option would be best for GrabBike and
please state your assumptions.
b. Referring to your answer in point (a), is there any potential that
this deal between GrabBike and Gojek violates antitrust law?
c. If GrabBike decides to acquire Gojek, would you recommend to
acquire through shares or assets and what are the requirements
under Indonesian law for your chosen acquisition?
3. You are the President Director of a limited liability company in Indonesia.
Your company is in the middle of a project to build a power plant based
on a concession from the government and receives financing from the
bank. 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. What will you do?
Please explain.
b. If you decide to pay the extra-expenses on the company's budget,
does the shareholder have any recourse against you personally
(civilly and criminally)?
c. What kind of good corporate governance measure you would
apply in your company to avoid any illegal payment to government
officials?
d. The bank asked for some collateral to secure the loan, can you give
collateral without the approval of the shareholders?