BUSINESS LAW Take Home Exam

SITI LARISSA SARASVATI EFFENDI

29112100

MASTER OF BUSINESS ADMINISTRATION BANDUNG INSTITUTE OF TECHNOLOGY 2013

PT SULU PERMAI PERKASA A joint venture company

Minerals (coal) exploration, mining and processing industry Owned by PT Sulu Maju Sentosa (40%), PT Selaras Indah Nirwana (35%) and PT Sulu Investama (25%).

TIMELINE

After 7 years of providing services to transport coal for PT Sulu Permai Perkasa, PT Daya Angkut Nusantara proposed on a new rate

due to the increase of fuel price. Daya Angkut Nusantara argued that the previous arrangement was no longer financially viable for Daya Angkut Nusantara. Sulu Permai Perkasa rejected the new term and Daya Angkut Nusantara decided to end the agreement. Sulu Permai Perkasa indicated that it might file a lawsuit against Daya Angkut Nusantara for breach of contract and invalid termination of the contract. Daya Angkut Nusantara responded by saying that there might not be a contract ever to begin with considering no documents ever produced. 1. Agreement Between Sulu Permai Perkasa and Daya Angkut Nusantara A contract is an agreement reached between two or more parties that is legally enforceable when executed in accordance with specific requirements. Contracts should be project specific and reflect the agreement between the parties. Contracts are obviously a key part of every business and it is therefore fundamental that all parties to a contract understand the terms included in a contract and the rights and responsibilities of the parties under that contract. In the eyes of the law, a contract arises when there is an offer, acceptance of that offer, and sufficient "consideration" to make the contract valid1: An offer allows the person or business to whom the offer is made to reasonably expect that the offering party is willing to be bound by the offer on the terms proposed. The terms of an offer must be definite and certain. An acceptance is a clear expression of the accepting party's agreement to the terms of the offer. Consideration is a legal term given to the bargained-for exchange between the parties to the contract -- something of some value passing from one party to the other. Each party to the contract will gain some benefit from the agreement, and
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will incur some obligation in exchange for that benefit. In general the following terms should be included in any contract: Parties, Definitions and Interpretations, Payment Provisions, A specific description of the goods or services, Term of contract, Timescale, Limitation of liability, Termination provisions, Change of Control, Dispute Resolution, Confidentiality, Intellectual Property Rights, Warranties, Indemnity, Force Majeure, Assignment, and Applicable Law. Specific types of contracts will require specific terms, which are particular to the relevant type of contract. Certain terms may be implied into contracts by law, or by usage or custom. Written contracts must be executed in accordance with specific requirements otherwise they will not be legally enforceable. Once the contract has been concluded it is important to monitor its performance. Often there are governance mechanisms set out in the contract which govern the relationship between the parties, and provide forums to monitor performance and deal with change. Internally, each party should check that the other is fulfilling its obligations and that any timescales and payment plans in the contract are being adhered to. It is useful to have regular project meetings to ensure that everything is going according to plan and to solve any problems as they arise. Through contractual or legal relationship is created engagement that determines rights and obligations of each party to a contract. In other words, the parties are bound to comply with the contract they have made it. The arrangement of the contract is set mainly in KUH Perdata (BW), precisely in Book III, in addition to regulating the commitment arising from the agreement, also set engagement arising from such legislation on tort. In KUH Perdata, there are general rules that apply to all agreements and special rules that apply only to certain agreements (special agreement) which name has been given the law.

In this case, the contract is reached between Sulu Permai Perkasa and Daya Angkut Nusantara. But what Daya Angkut Nusantara does is the default action for violating the consent agreement price. Though theres no written documents created by PT. Sulu, the agreement still happen. Contracts can be in writing, made orally, or created through the acting of the parties. Writing to maintain a proper record of the agreement. Oral contracts create a greater potential for disputes on the terms with the parties having problems evidencing their position. Common terms are likely to be incorporated in these contracts but if they are not written down there are still evidential problems. It is common for contracts to be on a company's standard terms and conditions. Problems can arise when both parties purport to contract on their own standard terms and conditions. Qualified acceptance of an offer while imposing your own standard terms and conditions is seen as a counter offer. Obviously being unaware of which terms and conditions the parties are contracting do not provide the desired clarity or certainty of the contract. Daya Angkut Nusantara has no achievements implement appropriate provisions in the contract, its generally Daya Angkut Nusantara has been in default. If not otherwise specified in the contract or in the law, then the default of Daya Angkut Nusantara occurs after Daya Angkut Nusantara declared negligent by Sulu Permai Perkasa namely the issuance of a subpoena 2 by Sulu Permai Perkasa. Conclusion: For the validity of the contract, according to Article 1338 (1)3 is clear
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A writ issued by court authority to compel the attendance of a witness at a judicial proceeding; disobedience may be punishable as a contempt of court
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Implies the existence of 3 principles, 1. Regarding the agreement (according to BW, agreement only happen if the agreement was consensus between the parties), 2. About the effect of the agreement (the agreement has binding force between the parties themselves. This principle is affirmed in Article 1338 (1) BW is asserted that the agreement made between the parties is valid, as the Act applies to those who carry out the agreement), 3. About the agreement (entirely

that a binding agreement was valid agreement. Article 1320 KUH Perdata must guide lawful order making the agreement. Article 1320 of KUH Perdata determines validity of the agreement that four conditions must exist an agreement, skill, and because certain things are allowed: 1. Deal What is meant by the deal here is a sense of sincerity or reciprocity or voluntary among the parties making the agreement. The deal did not exist when the contract was made on the basis of coercion, deception or mistake. 2. Prowess Prowess here means the parties to a contract must be the person who by law is declared as legal subjects. Basically everyone is legally competent to make a contract. Incompetent are the ones prescribed by the law, namely children, adults who are placed under supervision and the mentally ill. 3. Certain things It means certain objects arranged the contract must be clear, at least, can be determined. So do not be vague. It is important to provide a guarantee or assurance to the parties and prevent the onset of fictitious contracts. 4. The causes that allowed That is the contents of the contract should not be contrary to the laws that are forced, public order, and or decency. KUH Perdata provides freedom of contract to the parties to make a contract in writing or orally. Whether written or oral binding, provided that the conditions set forth in Article 1320 of KUH Perdata. Thus, the contract does not have to be in written. In addition to both parties agreement to the terms, a contract isn't valid unless both parties exchange something of value, in anticipation of the completion of the contract. A business contract is one of the most common legal transactions you will be involved in
left to the parties concerned).

when running a business. No matter what type of business you run, having an understanding of contract law is a key to creating sound business agreements that will be legally enforceable in the event that a dispute arises. Following is a discussion of the law of contracts. To be enforceable, some agreements must be in writing. Written agreement becomes your proof of what was agreed upon, and prevents someone from forgetting or changing the story later. Writing the contract down also makes the parties focus on the essential points, and come to a definite agreement. Legally, a written business contract is easier to uphold than an oral contract because there is a reference for the agreement. With a written contract, it's easier to prove. The terms between the parties and eliminate arguments over who said what. It's often easier for businesses to recognize potential points of contention in the language because the agreement is detailed in writing. Whether the small business is providing or offering services, then should consider using a written business contract and including specific details about the agreement. In May 2016, the operation of H&M factory in Sulu Tenggara encountered a problem. Sulu Permai Perkasa is not able to meet its obligation under the contract with H&M Indonesia. The two companies failed to reach an amicable settlement through negotiations. H&M Indonesia tried to invoke the arbitration clause in order to cancel the contract and recover financial damages. Sulu Permai Perkasa on the other hand, files a case at the South Jakarta District Court. 2. Sulu Permai Perkasa and H&M Indonesia - Enforce a Settlement Negotiation Negotiation has been defined as any form of direct or indirect

communication whereby parties who have opposing interests discuss the form of any joint action which they might take to manage and ultimately resolve the dispute between them 4. Negotiations may be used to resolve an already-existing problem or to lay the groundwork for a future relationship between two or more parties. Negotiations allow the parties to agree to an outcome, which is mutually satisfactory. The actual terms of the agreement must be concluded by the parties and can be as broad or as specific as the parties desire. A negotiated settlement can be recorded in the form of an agreement. Once signed, has the force of a contract between the parties. If the settlement is negotiated in the context of a litigious dispute, then the parties may wish to register the settlement with the court in conformity with the applicable rules of practice5. In this case Sulu Permai Perkasa companies failed to reach an is not able to meet its settlement through obligation under the contract with H&M Indonesia. The two amicable negotiations. The most common form of dispute resolution is negotiation. By this means alone nearly all disputes are resolved. If negotiations fail, it is necessary to seek the assistance of a neutral third party or several neutral third parties to facilitate a solution. UU No. 30/1999 does not provide a definition of negotiation. In principle understanding negotiation is a process in which two opposing sides to reach a common agreement through compromise and mutual concessions. Through negotiations the parties to the dispute can perform a re-assessment process rights and obligations of the parties with / through a win-win solution by providing or removing allowances on certain rights based on the principle of reciprocity. Dispute resolution mechanisms in the negotiations must be conducted in the form of direct meetings by and between the
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The Law Society of Upper Canada Short Glossary of Dispute Resolution Terms (Toronto: 1992) at 6.
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http://www.justice.gc.ca/eng/pi/dprs-sprd/ref/res/drrg-mrrc/03.html

parties to the dispute without involving a third person as mediator, to resolve disputes. Agreement or agreements that have been reached are set forth in writing to be signed by the parties and implemented as appropriate. The written agreement shall be final and binding on the parties and shall be registered in the district court within 30 days from the date of the agreement signed. Arbitration But H&M Indonesia tried to invoke the arbitration clause in order to cancel the contract and recover financial damages. Arbitration is a legal process, which takes place outside the courts, but still results in a final and legally binding decision similar to a court judgment. Parties involved in arbitration are effectively opting out of the court system and submitting their case for resolution by a neutral, third party arbitrator. Arbitration is generally faster, less expensive and more informal than going to court. It also has the advantage of being private and confidential. Arbitration is a legal process, which results in an award being issued by the arbitrator or arbitrators. Arbitration awards are final and binding on the parties and can only be challenged in very exceptional circumstances. An award has a status very much like a court judgment and is enforceable in a very similar manner6. In Article 29 (2) Arbitration Act states that proxy at a special power may represent the parties to the dispute. On who may represent the parties is not described further in the Arbitration Act. Thus, it can be interpreted that anyone - do not need a lawyer - all competent to perform legal acts, may represent the parties to proceedings in arbitration institution. According to Article 1 (1) UU No. 30/1999 on Arbitration and Alternative Dispute Resolution, arbitration is a way of resolving civil disputes outside the public court based on the arbitration agreement is made in writing by the
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http://www.arbitrationindia.org/htm/overview.htm

parties to the dispute. Principle matters in Arbitration7 1. Conducted outside the judicial dispute resolution 2. Desire to resolve disputes outside of court should be based on a written agreement made by the parties to the dispute. 3. Disputes can be resolved through arbitration only dispute in the field of trade and the rights under the law and regulations are fully controlled by the parties concerned. 4. The party appointed arbitrator / referee outside the judicial officials such as judges, prosecutors, clerks cannot be appointed as an arbitrator. 5. Dispute hearing held behind closed doors. Parties to the dispute have the same rights in expressing their own opinions. 6. Dispute resolution through arbitration can be done using national or international arbitration institutions. 7. Arbitrator / tribunal reached a decision based on the provisions of law or based on justice and propriety. 8. The decision is made within a period of 30 days from the close examination of arbitral award is final and binding and final meaning and binding as well as binding. 9. Arbitral award delivered and registered by the arbitrator to the clerk of the State court, and in the event the parties do not voluntarily implement the arbitration decision, the judgment executed by order of the Chairman of the PN, upon request of either party to the dispute. The authorities dealing with the recognition and implementation of International Arbitral Awards is the Central Jakarta District Court. In Article 1 (3) of UU No. 30/1999 stated that arbitration agreement is an agreement in the form of an arbitration clause contained in a written agreement made by the parties before the dispute arises or a separate arbitration agreement is an agreement made by the parties after the dispute arises.
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Conclusion: Rapid economic growth and spawned a variety of complex forms of business cooperation, which is increasing day by day. Increasing business cooperation, causing the higher the level of dispute between the parties involved. The two companies failed to reach an amicable settlement through negotiations because theres no agreement of both parties, ineffective if performed by an unauthorized person taking agreement, hard to do the negotiation if the position of the parties is not balance, and maybe can create a less favorable agreement. Disputes can only be resolved through arbitration in trade disputes and the legal and regulatory fully controlled by the parties to the dispute. As for the dispute cannot be resolved through arbitration is that according to the legislation cannot be held peace. In Article 4 of UU No. 30/1999 states that the District Court was not authorized to settle disputes that have bound the parties in the arbitration agreement and the arbitral award is final (final and binding), meaning it can not be done appeal, reconsideration or appeal, and its decision final and binding for the parties. The contract between Sulu Permai Perkasa and H&M does not specify which specific government laws but contains a covenant whereby in the event of a dispute will be resolved by using the Singapore International Arbitration. By using the principle of territory and the law used in the arbitration dispute resolution. Because the contracts they approve use of foreign law as the basis of settlement of disputes, although the sentence was handed down in the territory of the Republic of Indonesia, the award remains an international arbitral award include in restitution if requested by H & M and the termination or cancellation of the contract.

PT Sulu Investama argued that the loan agreement with Bank Danamon and the contract with H&M Indonesia do not bind Sulu Permai Perkasa, and therefore all arising obligations under the contracts are solely the responsibility of Erman Rahman and the board of directors. 3. Legitimate Argument & Personally Liable A Loan Agreement is a contract entered into between two parties that defines the terms of a loan which is repayable with interest over a fixed term. This contract can be used to formalize loans between business partners, friends and family, or to detail the terms and conditions of larger commercial loans. Not only is this agreement binding and enforceable, it is also necessary for taxes and record keeping purposes8. Sulu Investama found a loan agreement with Bank Danamon and contracts with H&M Indonesia is not binding Sulu Permai Perkasa, and therefore all obligations arising under the contract are solely the responsibility of Erman Rahman and board of directors. In the case faced by the company. Sulu Investama is a fiduciary duty 9. Common law countries such as the United States has had a clear standard for determining whether a director can be held accountable in its actions, which are based on the standard duty of loyalty and duty of care (Janet Dine; 2001: 217). Fiduciary duty doctrine or principle is contained in Act 1 of 1995 on Limited Liability Companies. According to Article l79 (1) of UUPT is entrusted to the Board of Directors of Company, clearly in Article 82 of UUPT, that the Board of Directors are fully responsible
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An obligation established law for someone who take advantage of someone else, in which one's personal interests are taken care of by the other private. In the management of the company or companies, the directors and commissioners as one of the vital organs of the company is a trustee (fiduciary) to behave as befits the holder of the trust.

for the management of the company for the company's interests and goals as well as representing the company both inside and outside the court. Article 85 of UUPT provides that any member of the Board of Directors shall in good faith and full responsibility and duty to the interests of the Company. Violation of this may lead to the full Board of Directors personally liable if the person concerned is guilty or negligent carry out these duties (Janet Dine, Company Law; 1998; 179). In the context of the director, is very important to control the behavior of the directors who have a position of power and the management of the company, including setting standards of behavior (standards of conduct) to protect those who would be harmed if a director does not behave in accordance with their authority or behaving inappropriately honest. To impose liability on directors or the management corporation, it must be proved infringement of its authority liability rule. Governing the corporation in this case must be proved has violated good faith that was entrusted to him in running the corporation or company, as set out in the principles of fiduciary duty. While connected to the common law theory of identification as described above, the mistakes made by the board of directors or other corporate officers can be charged to the company only if eligible actions taken by them within the limits of tasks or instructions given to them, it is not done for corporate fraud, and intended to produce or be profitable for corporations. Erman Rahman and the board of directors of his own position in his role should be based on the theory of fiduciary duty (Henry Campbell Black, Black's Law Dictionary; 625) such as trust, confidentiality that includes accuracy, good faith and candor. Common law recognizes that a person who holds the trust naturally has the potential for abusing his authority. Erman Rahman and his board of directors when viewed from the fiduciary duty of candor has been violated, duty of care and duty of loyalty because Erman

Rahman is eager to develop its business in the area of fashion by borrowing funds at Bank Danamon and borrowing contracts on 20 April 2013, Erman Rahman also notify the commissioner as the new owner of the company after the contract was approved on May 2. Indications are reinforcing that Erman actually breaking fiducary duty, while that which is used as collateral are some assets from Sulu Investama. Sulu Investama was borrowing the funds solely the responsibility of Erman and board members who have been violated, the argument is valid in accordance with the above description and Erman personally subject to the law against the act of doing. Either to shareholders or to the other party. One of the main environmental problems in coal mining is the presence of contaminants in coal. These contaminants may include heavy metals. Uncontrolled waste piles may be leaking into the surrounding environment, removing mercury and other materials into the soil, air, and water. When coal is burned, the material can be released into the environment through ventilation duct and produce large amounts of potential toxic coal ash. The ash must be removed and it is more difficult to do so due to the contaminants. In the first quarter 2017, around 60 villagers living in the radius of 2 km of the coalmine suffered chronic illness. More than half have been diagnosed with cardiovascular illness, gastrointestinal and respiratory diseases. These diseases are allegedly caused by the coalmining activity that has polluted the ground water and air. Moreover, in April 2017, a flood occurred and brought damages to hundreds of villagers in the area. The flood was again allegedly caused by the deforestation from the mining activity. 4. Environmental Degradation Mining is an activity to optimize the utilization of natural resources mining (minerals) found in the Indonesia. In Article 1 (1)

UU No. 4/2009 on Mineral and Coal mentioned that mining is part or all phases of activities in the framework of research, management, and exploitation of mineral or coal covering general investigation, exploration, feasibility studies, construction, mining, processing and refining, transportation and sales, as well as post-mining activities Good and healthy environment is a fundamental right of every Indonesian citizen guaranteed by Article 28H 1945. Legal protection of the environment on the management of mining refers to UU No. 32/2009 on the Protection and Environmental Management, and UU No. 4/2009 on Mineral and Coal. Coal mining has a very important position and role in the success of national development. This is due to the mining of coal as a source of natural resources that cannot be updated and beneficial to the overall prosperity of society. But the environmental side, Coal mining is considered the most destructive than the activities of other natural resource exploitation. Among others, can change the shape of the natural fortress, damage or missing vegetation, generating tailings, or waste rock, as well as drain water, soil and surface water. If not rehabilitated, land-mined land will form a giant puddle and barren stretch of land that are acidic. In this case, said that in the first quarter of 2017, around 60 villagers living in the radius of 2 km of the Coalmine Suffered chronic illness. More than half have been diagnosed with cardiovascular illness, gastrointestinal and respiratory diseases. These diseases are allegedly by the caused by the coalmining activity that has polluted the ground water and water. Moreover, in April 2017, and brought a flood Occurred damages to Hundreds of villagers in the area. The flood was again allegedly by the caused by deforestation from the mining activity. Be a negative impact in the management of mining, such as pollution and environmental destruction. The role of environmental law primarily regulates activities that have a negative impact on the environment and environmental policy pour in environmental

legislation. One of the strong and powerful tool in protecting the environment is the law governing the environment in question is environmental law (or law environmenal millieurecht). UU No. 4/2009 on Mineral and Coal, which is designed as a refinement of UU No. 11/1967 on the General Mining Law is the product of the Indonesian nation must we perform. When UU No. 11/1967 was a contract regime with large-scale mining, UU No. 4/2009 is a licensing regime with small to medium-scale mining. Ineffectiveness of government control has been marked by the release of more than 9,000 mining business license (IUP) 10 by the local government and 2,600 new-registered IUP "clear and clean". Compliance with environmental obligations is not so damaged environment. Not sustainable compliance program in order to pursue short-term profit. Does not guarantee acceptance of the State and the Regions. Neglect of the interests of the community around the mine through funds Corporate Social Responsibility (CSR)11. Implementation of CSR undertaken by each company relies heavily on mission, culture, environment, and profits, risks, as well as the operating conditions of each company. Many companies that have been involved in activities related to customers, employees, communities, and the environment are an excellent starting point towards a broader approach to CSR. CSR can be implemented according to priority based on the availability of resources owned by the company. CSR activities need to be integrated with the core decision-making, strategies, activities, and process Management Company. In running there is no standard CSR activities or certain practices that are considered the best. Every company has a characteristic and unique circumstances that affect how they view
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granted permission to carry out the mining business. Belong to the Government, in the management of mineral and coal mining, to give IUP
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business is conducted in a transparent and open as well as based on moral values and uphold respect for employees, communities and the environment

social responsibility. And each company has a diverse condition in terms of awareness of the various issues related to CSR and how much has been done in implementing the CSR approach. Mining companies must implement social and environmental responsibility, as it moves in the field of natural resources (Article 74 of UU No. 40/2007). Mining is also bound by the UU No. 4 /2009 on Mineral and Coal. In the Law it is stated on the holder the obligation to carry out mining development and community empowerment (PPM). One form of attention that can be given by the company in Indonesia in an effort to improve the quality of life and well being of the community and the surrounding environment is participation in disaster management activities. Disaster management is a continuous process in which government, business, and civil society plan for and reduce the impact of disasters, taking action immediately after the disaster, and take steps for recovery. Disaster management is more than just the provision of assistance to alleviate the suffering of the victims affected by the disaster. Moreover, disaster management has a broader purpose, those efforts to reduce disaster risk, and if not possible, to minimize the adverse impacts that may arise. Conclusion: Regulation on CSR contained in Article 74 UU No. 40/ 2007 on Limited Liability Companies, Article 15 and Article 34 UU No. 25/2007 on Investment. In Article 74 UU No. 40/2007 on Limited Liability Companies in brief argued that the provisions of the Company's CSR must be implemented for running its business activities in the field and / or related to natural resources, which the liabilities of the Company's budgeted and accounted for as an expense of the Company implementation is carried out with regard to the appropriateness and fairness and those who do not perform will be sanctioned in accordance with the provisions of the legislation. In the field of investment provisions on CSR it is one of

the obligations of any investor if not exercised will be subject to administrative sanctions in the form of written warnings, restrictions on business activity, suspension of business activity and / or facilities investment, and revocation of business activities and / or facilities planting capital or other sanctions in accordance with the provisions of the legislation Provisions regarding CSR in the mining business can be seen in Article 95 UU No. 4/2009 on Mineral and Coal Mining, which is about mining the holder the obligation to carry out community development and empowerment (PPM). PPM is one part of the CSR. Therefore, the implementation of CSR in the mining business activities can be of assistance to the education community around the mine, empowerment of teachers, the establishment of health centers, guidance on good agricultural practices, and so on. Companies in the implementation of CSR should involves a third party, either as consultants, partners and or implementers realized that CSR effectively and efficiently. The Government should also undertake structural and emotional approach with various business associations in order to form a shared vision to establish a commission of CSR and CSR or the like. Companies are implementing CSR activities should be related to the exercise of the business so that it can provide direct benefits to the company, the environment, and economic growth in the surrounding communities and not just giving donations or social activities. Companies should establish a particular division of CSR division will implement CSR programs in the company. So that the implementation of CSR programs on the company can be planned, programmed, and well realized. Therefore the implementation of CSR is not just a mere generosity in order to brand image alone.

5. Sulu Permai Perkasas Acquisition on Sulu Tangguh Sejahtera The reason often given when the company merged with another company or an acquisition 12 is due to the acquisition, the company is able to achieve faster growth than having to build their own business units. In addition, the underlying factor is the company's acquisition of economic motives (profit). Some companies make acquisitions because of some motivation. Definition or understanding of the acquisition of some of the rules contained in Indonesian legislation, as follows: a. UU No. 40/2007 on Limited Liability Companies (UUPT) b. PP No. 27/1998 on Merger, Consolidation and Acquisition Company Limited c. Decision of the Chairman of the Capital Market Supervisory Agency and Financial Institution No. Kep-259/BL/2008 dated June 30, 2008 on Corporate Takeovers Open (Bapepam Regulation IX.H.1) d. PP No. 28/ 1999 on Merger, Consolidation and Bank Acquisition e. SKBI No. 32/51/KEP/DIR dated May 14, 1999 on Conditions and Procedures of Merger, Consolidation, and Acquisition of Commercial Banks (SKBI 32/51/1999) Although Indonesian law clearly does not regulate the acquisition of assets through acquisition of companies, many legal experts believe that UUPT allows for the acquisition of assets through acquisition of companies. This is reflected in the regulation of Article 102 of UUPT as follows: (1) Directors shall request approval from the RUPS13 to: a. Divert the Company's assets, or
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Expropriation of a company by another company which is done by buying a part or all of the shares of the company, which acquired entity still has its own laws and with a view to growing the business.
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Part of the company that holds the ultimate power in the Company and holds all the authority that is not submitted to the Board of Directors and Board of Commissioners.

b. Make debt guarantees the Company's assets; which is more than 50% of the Company's total net assets in one or more transactions, whether in relation to each other or not. (2) Transaction as contemplated in number 1a, the transfer of net assets of the Company that occurred within a period of one financial year or a longer period as stipulated in the articles of association of the Company. Some legal experts as the provisions of the embryo interpret provisions of Article 102 UUPT with the company's acquisition by taking over the assets. The provisions of such article, coupled with the familiar principle of freedom of contract, allowing the practice of the company's acquisition by taking over the assets. According to Suad Husnan (1998: 658-660) motivated the acquisition are as follows14: a) Synergy Synergy is the combined value of the two companies merged, is greater than the sum of each value of the combined company. Thus, the conditions of mutual benefit Pdari acquisition events; will occur if the synergy has been obtained. Acquisitions resulting synergy there are two types of operational synergies and financial synergies. Operational synergies are synergies enjoyed by the company due to a combination of several operations, so as to reduce costs or increase revenue. While financial synergies, derived from the savings enjoyed by companies from funding sources (financing) b) The increase in revenue With the acquisition, revenue can be increased due to better marketing activities, strategic benefits, and increased competitiveness. Better marketing can occur due to the selection of forms and media campaign that is more appropriate, improve the distribution system, and balance the composition of the product. Benefits strategy allows the company to develop the product, or to penetrate a target market which was originally difficult to do. While
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improving competitiveness can occur, if the merger increases the procurement market by giving rise to monopoly power company. c) Decrease in costs Cost reduction may occur as a result of the increase in units produced, so that the average costs (economies of scale) eliminates the less efficient management and use of complementary resources, also the resources to reduce costs. d) Tax savings Company as a potential acquisition to obtain tax savings. One source of tax savings is to increase debt capacity. If the incorporation of the company led to the combination of the companies were able to borrow more without having to increase the cost of bankruptcy, then the additional funds would be able to provide benefits in the form of tax savings. e) Diversification Management acquisition for the purpose of diversification, namely the desire to enter the wider industry and the benefit which the target industries are, and by combining the two entities are different, then it will have a kind of larger business without having to start a business from scratch, because everything has been initiated by the acquired company, so that the acquirer just continue what already exists. According to Shapiro (1991: 933) in Christina (2003: 12), the advantages or benefits of the acquisition are as follows: 1) The increase in the growth rate is faster now than it did in business growth internally. 2) Reduce the level of competition by buying some business entities in order to combine the power of the market and limiting competition. 3) Entering a new market now that sales and marketing can not be penetrated 4) Provide managerial skills, namely the managerial assistance to manage the assets of a business entity.

The government has tried to prevent monopolistic practices and unfair business competition by issuing UU No. 5/1999 concerning Prohibition Prohibition Competition, of of Monopolistic Monopolistic is Practices Practices and and the Unfair Unfair Business Business and or Competition. According to Article 1 of UU No. 5/1999 concerning Monopoly controlling production

marketing of goods or the use of certain services by one business actor or a group of business actors. While the definition of monopoly practice is concentration of economic power by one or more businesses that lead their control over the production and or marketing of goods and or services giving rise to unfair competition and could harm the public interest. Some things are regulated in the UU No. 5/1999 or also known as the Antimonopoly Law, among others: 1. Agreements are prohibited, for example, oligopoly, price fixing, division of territory, boycott, cartels, trusts, oligopoly, and so on. (Article 4 - Article 16 of Law UU No. 5/1999) 2. Prohibited activities, such as monopoly, monopsony practices, conspiracy, and so on. (Article 17 - Article 24 of UU No. 5/1999) 3. Abuse of dominant position. Dominant position in question is a state in which firms have no significant competitors in the relevant market in terms of market share held by, or businesses having the highest position among its competitors in the relevant market in terms of financial capacity, the ability to access on the supply or sale of, as well as the ability to adjust supply or demand for certain goods or services. As for the abuse of a dominant position as another position, stock ownership, etc. (Article 25 - Article 27 of UU No. 5/1999) To prevent monopolistic practices and unfair competition among businesses, then UU No. 5/1999 states that the government

established the Business Competition Supervisory Commission (KPPU) on duty assessing whether an agreement or business activities contrary to UU No. 6/1999. Commission is an independent agency free from the influence and power of the Government and other parties and is responsible to the President (article 30 of UU No. 5/1999). In assessing whether a merger has occurred in monopolistic practices and unfair business competition, KPPU guided by Article 3 (2) of PP No. 57/2010 regarding the Merger or Consolidation of Business Entities and Acquisition of Shares of the Company which may result in Monopolistic Practices and Unfair Business Competition stated that the assessment Business Competition Supervisory Commission (KPPU) regarding whether an acquisition result in monopolistic practices and / or unfair business competition with the following analysis: 1) Market concentration means assessing whether the acquisition may result in Monopolistic Practice and / or the Unfair Competition. 2) Barriers to entry means to identify market barriers to entry (entry barrier) in the relevant market. If the existence of entry barriers in the market is low, the acquisition is not likely to give rise to allegations of monopolistic practices, yet the existence of high barriers to entry, which could potentially lead to allegations of monopolistic practices. 3) The potential for anti-competitive behavior assessment means that if the acquisition of businesses that gave birth to the dominant relative to other businesses in the market, businesses are easier to abuse its dominant position to take the maximum profit for the company and resulted in a loss of consumer. 4) The efficiency of assessment if the acquisition is done with a reason for the efficiency of the company. In this case, there should be a comparison between the efficiencies generated by the anti-competitive effects are achieved in the merger. If the

value of the anti-competitive impact beyond the efficiency of the resulting acquisition, the fair competition would be an advantage compared to driving efficiencies for businesses. 5) Bankruptcy means that assessment if the acquisition is done with a reason to avoid the interruption of business entities operating in the market. If these enterprises out of the market and lead to higher consumer losses, the acquisition is not potentially cause monopolistic practices and or unfair business competition. Conclusion: In assessing whether the acquisition of Sulu Permai Perkasa to Sulu Tangguh Sejahtera result in monopolistic practices or competition not only be assessed based on the amount of market share, but also need to analyze the market concentration, entry barriers, potential anti-competitive behavior, efficiency and bankruptcy, with those guidelines. In other words, the acquisition of Sulu Permai Perkasa on Sulu Tangguh Sejahtera can not be said to result in monopolistic practices and competition when only assess the amount of market share alone. Sulu Permai Perkasa acquired Sulu Tangguh Sejahtera is legitimate and does not constitute monopolistic practices or unfair business competition in accordance with Law No.5/1999, Sulu Permai Perkasa can be said to practice monopoly if it has a market share above 50%. Because Sulu Permai Perkasa is only getting 4.915% of the acquired Sulu Tangguh Sejahtera then not Sulu Permai Perkasa indication monopoly act. In May 2018, Indonesia is struck by an economic crisis due to the stock exchange crisis in the US market. With the economic Due to the downturn, Sulu Permai Perkasa had to make drastic cost reductions and decided to fire 2000 employees in the plant. companys poor financial condition, Sulu Permai Perkasa has stopped paying salaries/wages 3 months before employment termination.

6. Available Option For The Employees Contract (agreement) is an "incident in which a promise to another person or in which the two men promised each other to carry out a thing". (Subekti, 1983:1). According to UU Ketenagakerjaan No. 25/1997, employment is everything related to the workforce at a time before, during, and after the work period. Labor is any man or woman who is in and / or will do the job, both inside and outside the employment relationship in order to produce goods or services to meet the needs of the community. Workers are workers who work in the employment relationship with the employer for a wage. Employers are: a. Individual, association, or corporation that operates a selfowned enterprise; b. Individual, association, or legal entity that independently operates company; c. Individual, association, or corporation who was in Indonesia represent a company referred to in paragraphs a and b that is domiciled outside Indonesia. Union / labor union is an organization formed of, by, and for workers / laborers either within the company or outside the company, which is free, open, independent, democratic, and responsible to fight, defend and protect the rights and interests of workers / labor and improve the welfare of workers / laborers and their families. The employment agreement is an agreement between workers and employers in oral and / or written, either for a certain time or for a certain time does not contain the terms of employment, rights and obligations. Labor relations (Supomo, 1987: 1) is a relationship between a worker and an employer, where the employment relationship itself occurs after the employment agreement between the two sides. They are related in an agreement, on the one hand workers /

laborers willing to work for a wage, and employers hire workers / laborers and pays wages. Husni in Asikin (1993:51) argues that the employment relationship is relations between workers and employers after the employment agreement, which is an agreement in which the parties bound themselves to labor employers to work for a wage and employer expressed readiness to employ the workers by paying wages. In the employment agreement which the employment relationship is a three essential elements, namely: The existence of the work (Article 1601 a KUH Perdata and Article 341 KUH Dagang) Of the command of others (Article 1603 b KUH Perdata) Any wages (Article 1603 p KUH Perdata) Employment agreement under Article 1601 a KUH Perdata is an agreement in which one party, labor, bind themselves to work on the other hand, the employer, during a given time with pay. Obligations of workers / Carry laborers out tasks / work Obligations of the employer Paying wages to workers (Article 1602 KUH Perdata) Set the job and workplace (Article 1602 u, v, w, and y KUH Perdata) Provide leave / holiday (Article 1602 v KUH Perdata) Care of care / treatment of workers (Article 1602 x KUH Perdata) Provides certificate (Article 1602 z KUH Perdata)

according to the agreement with the best (Article 1603 KUH Perdata) Implement the work itself, can not be replaced by others without the permission of the employer (Article 1603 a KUH Perdata) Comply with regulations in carrying out the work (Article 1603 b KUH Perdata) Comply disciplinary rules and procedures home / that apply at employers when

workers live there (Article 1603 c KUH Perdata) Carry out all duties and obligations properly (Article 1603 d KUH Perdata) Pay restitution or fines (Article 1601 w KUH Perdata)

For the salary issue, according to article 1 PP No. 8/1981 on the Protection of Wages, is an admission fee in exchange of labor for entrepreneurs to any work or service which has been or will be made, declared or assessed in the form of cash, as set by an agreement, or regulatory legislation, and paid on the basis of an agreement between employers and workers, including workers' allowances for both themselves and their families. In this case, on the grounds of efficiency, cost reduction and profit improvement, there are companies who "dare" to make layoffs. As mandated UU No. 13/2003; layoffs are a last resort that can only be done after fulfilling all the conditions that exist. Basically, the government in UU Ketenagakerjaan No. 13/2003 sets layoffs. In Chapter XII of the Article 164 to be exact, it was determined that layoffs can be done when the company closed due to losses. Losses in question took place at least 2 (two) years, following evidence that a public accountant has audited the financial statements. UU No. 13/2003 also endorses Force Majeure factor. Existing provisions that given severance pay outlined in Article 156 (1) and (2). However, there are exceptions layoff rules. UU No. 13/2003, Article 164 states that layoffs can be done because the company wanted to make efficiency. Talk efficiency, he explained how the company refers to itself determine when and why. However, the need and less attention is the worker or the rights of workers. That must be met for a situation like this with the company

include severance pay amounting to 2-fold regulated in Article 156 (2), appreciation work for 1st time in Article 156 (3), as well as workers' compensation rights in Article 156 (4). Insolvent circumstances as set out in Article 165 also includes an exception to do layoffs by giving workers rights just like the conditions laid off due to the efficiency of the company. Dispute Resolution layoffs, sispute mechanism layoffs diverse and tiered15. 1. Bipartite negotiations Bipartite negotiations are negotiating forum two feet between employers and workers or trade unions. Both sides are expected to reach an agreement in their problem solving, as a first step in the resolution of disputes. In these negotiations, the minutes must be made, which was signed between the parties. Fill treatise set forth in Article 6 Paragraph 2 of the Law PPHI. If an agreement is reached, then the party making the Collective Agreement which they signed. Then the Collective Agreement was registered on the PHI region by the Collective Agreement was in place. Register a collective agreement, is to avoid the possibility of one party reneges. When this occurs, the injured party can apply for execution. If it failed to achieve an agreement, the workers and employers may face lengthy settlement procedures through tripartite negotiations. 2. Tripartite talks In the setting of the Labor Law, there are three forums settlement, which can be selected by the parties: a. Mediation Mediation Forum facilitated by the institution of employment. Office workers then appoint a mediator. Trying to reconcile the mediator of the parties, in order to create an agreement between the two. In terms of the parties' collective bargaining agreement created blindly
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witnessed by the mediator. If not reached an agreement, the mediator will issue a recommendation. b. Conciliation Forum Conciliation lead by the conciliator appointed by the parties. Such as mediator, conciliator seeks to reconcile stakeholders, in order to create an agreement between the two. If an agreement is not reached, Conciliator also issued a recommendation in the form of products. c. Arbitration Another by product Mediation and Conciliation in the form of suggestions and not binding, arbitration decision binding on the parties. The only step for those who reject the decision is to petition the Supreme Court to the cancellation. Because of the obligation to pay the arbitrator, the arbitration mechanism is less popular. 3. Industrial Relations Court Parties refused recommended mediator / conciliator, may submit a claim to the Industrial Relations Court (IRC). This court for the first time established in each provincial capital. Later, the court will also be established in each district / city. Another task is the court adjudicate industrial Disputes, Including Disputes layoffs, as well as receiving an application and perform execution of the Collective Agreement are Violated. In addition to adjudicate disputes layoffs, the Industrial Relations Court (IRC) to try other types of disputes: Any Disputes arising from rights Disputes, Conflicts of interest and Labor unions.

4. Cassation (Supreme Court) PHI ruling party refused Disputes about layoffs may file an appeal directly (not through appeal) on the matter to the Supreme Court, to be sentenced.

In the event of termination of employment, the employer is obliged to pay severance pay (UP) or cash awards tenure (UPMK) and compensation (FMU) that should be accepted. UP, UPMK, and UPH is calculated based on employee wages and his tenure. Multiply the amount of severance pay, depending on the reason of his dismissal. Severance can be added but the amount should not be reduced. The means adopted on termination of employment by the employer, a very important aspect in the employment relationship, because the rules and practices in case of dismissal (dismissal) or savings (lay off), affecting the vital interests of employers and workers. Understandable, because the employer is responsible for the good and effective way of his company, he wants to maintain his power, his freedom as much as possible to make decisions about issues that affect the running of the company. He wants to circumvent any obligation to obey a way that would harm the country roads either company. It was not just the matter of production plans, capital sales and so on, but also on the number of workers employed and the matter of selecting one by one. Based on the economic nature, the employer wants maximum freedom in caring labor, if he is not satisfied with the job the worker or crcumstances justifying the reduction of its workers. It is clear that if an employer is required to withhold a greater number of workers than necessary, he may no longer be Able to maintain financial balance in the company. Dismissal and retrenchment procedure itself must be seen against the background of general economic country concerned. Due to termination of employment is very different dealing with enough jobs or unemployment. Here there will be disputed employment or unemployment. Here no one will question the workers lost their jobs and no matter Whether or not he will get a different job. Problem termination was also related to the provision of a guaranteed income (income security) for workers who lose jobs. Public opinion will that termination of employment by

the employer meets certain conditions. The terms require the termination statement is a grace period (opzeggingstermijin, perious of notice) the basics for choosing roommates of the workers will be laid off or received or saved or ways to get consideration or negotiation may be performed prior to termination. The regulation may be requested from the could be better for dismissal and the dismissal Often tires are held in other things. Sometimes required Severance pay (severance allowance), Showed the way for the dismissed workers to be hired back and give workers the right to help him get a new job. Conclusion: In law, there are regulations governing labor relations between employers and workers so that employers do not act arbitrarily. In the employment relationship are the rights and obligations of employers and workers that will create a harmonious relationship between employers and workers. And also regulates the employment relationship means layoffs and wide-ranged. So that the employer cannot terminate the employment arbitrarily.