Surabaya · East Java · Indonesia

Merger & Acquisition Lawyer Surabaya — Deal Structuring, Due Diligence & Regulatory Compliance

An M&A transaction in Surabaya needs coordinated legal diligence, structure, documentation and closing control. Buyers and sellers should identify what is being transferred, which consents or approvals matter, and what unresolved risks belong in the price or contract before signing.

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Investment and M&A advisory in East Java.

A transaction may involve a merger, acquisition of shares, acquisition of assets or a business combination. A share deal leaves the target entity and its liabilities in place; an asset deal requires separate analysis of title, contracts, employees and licences. The chosen route affects diligence scope, required corporate acts, regulatory review and operational continuity.

Start by defining the target perimeter, ownership and decision-makers, funding source, key contracts, licences, land or lease rights, employees, disputes and closing objectives. Diligence should test records against actual operations and identify missing information. Findings can lead to a price adjustment, condition precedent, specific indemnity, disclosure or a decision not to proceed; they do not automatically make a risk disappear.

When you need this service.

A buyer receives a term sheet for a Surabaya company but has not defined the deal perimeter.
A seller needs to disclose liabilities, contracts or licence issues before exclusivity.
Corporate approvals, shareholder rights or lender consent may affect the signing or closing sequence.
The target operates in a regulated sector or a transaction may change control or competition position.
The parties need conditions, escrow, indemnities or a post-closing transition plan.

Investment law framework in Indonesia.

Share transfers, mergers and corporate approvals engage UU 40/2007, the target’s articles and any sector-specific rules. The transaction team should confirm the required company and shareholder resolutions, notices, consents, public announcements or filings for the chosen structure. Competition review is separate: whether KPPU notification or another step applies depends on the transaction and current criteria and must be assessed on verified facts.

Foreign investment conditions, business licensing and employment obligations may also be relevant when ownership or operations change. For assets, title and transfer formalities differ by asset type; existing contracts may require counterparty consent. The sale and purchase agreement should allocate pre- and post-closing risks, define conditions and deliverables, and address what happens if an approval or consent is not obtained.

Legal References

How we advise investors.

We establish a transaction workplan and diligence list tailored to the target and deal structure. Findings are recorded with source, materiality, owner and proposed treatment so the parties can distinguish a verified issue from an unanswered request. Parallel workstreams cover corporate approvals, contracts, regulatory steps, financing and operational handover.

We draft or negotiate the SPA or asset agreement, including price mechanics, warranties, indemnities, conditions, termination and closing steps. Before completion, a checklist tracks approvals, consents, funds flow and transfer evidence; after closing, a responsibility schedule covers filings, employee or customer communications and agreed transition tasks.

Our Services

M&A due diligence

Review corporate, contract, licensing, land, employment, dispute and asset information for the defined target.

Deal structure and risk allocation

Compare share, asset and merger routes and translate findings into conditions or contractual protections.

SPA and transaction documents

Prepare or negotiate agreements, disclosure schedules, corporate resolutions and closing deliverables.

Regulatory and closing coordination

Track required approvals, consents, filings and agreed post-closing actions.

Frequently Asked Questions

What is the difference between a share purchase and an asset purchase?

A share purchase transfers ownership of the target company, which retains its assets, contracts and liabilities. An asset purchase defines selected property and business items but may require individual transfers, consents and employee or licence steps. Diligence and commercial goals determine which structure fits.

What should a buyer request during M&A due diligence?

Request corporate and ownership records, material contracts, licences, land and asset evidence, financial and tax materials, employee information, disputes and regulatory correspondence. The list should follow the target’s activities and proposed deal perimeter; missing records should remain identified as open issues.

When should regulatory approvals be considered?

At the outset, map corporate approvals, contractual consents, sector licences, foreign-investment conditions and possible competition filings. Applicable steps depend on structure, parties, activity and current law; signing or closing conditions should reflect verified requirements.

Can a buyer rely on warranties instead of reviewing records?

Warranties allocate certain risks contractually but do not assure recovery. Their value depends on wording, disclosure, exclusions, caps, time limits and seller capacity. Use diligence to focus protections on identified risks and confirm remedies are commercially workable.

Request a consultation.

Describe your legal needs. A senior partner will respond within one business day.

+62 852 3534 7751 info@integralaw.id

Jl. Juwono No.7-8, Darmo, Kec. Wonokromo, Surabaya