LAWYERS: WHAT DO YOU DO

By Mohamad Kadri, Senior Partner of Guido Hidayanto & Partners

www.lawghp.com

Tom Hagen (Robert Duval), a lawyer, was a consigliore to the Corleone family. He was in a
special practice. He handled only one client. He became part of the inner circle of a New York
Mafia family. He was sent by Don Vito Corleone (Marlon Brando) to request a Hollywood
producer to give one of the Don’s godsons (putera baptis) a leading actor role (pemeran
utama) in a best- selling movie. The producer signed the contract the day after receiving a
“message” – an offer he couldn’t refuse – from the Corleone family through Tom. This story
comes from the film Godfather.

A young attorney from a small town in Florida who had never lost a case, Kenny Lomax
(Keanu Reeves), is given first-class treatment while being interviewed by a New York firm and
hired. A fresh Harvard graduate, Mitch McDeere (Tom Cruise), is hired by a Memphis firm
and given a low-interest mortgage, country club membership and a fine car. These scenes
come from The Devil’s Advocate and The Firm.

Many Hollywood movies give lawyers important roles. Most emphasize the part of a lawyer’s
life that involves living in luxury. Many are based on the best-selling novels of John Grisham,
such as The Pelican Brief, The Client, The Rainmaker, Runaway Jury and the Partner, which
show people a fantasy perspective on a lawyer’s life. In this way, Hollywood creates an image
of the lawyer. In many parts of the world, being a lawyer means that you have “class” in
society and participate in a world peopled by other favored professionals as well, such as
investment bankers and accountants.

**********

Previously in Indonesia, being a law school student was not the number one career to pursue
after high school. There were only a few types of jobs available for law school graduates,
including being a judge, prosecutor or notary. Few law firms had been established; most were
in Jakarta and only dealt with wealthy corporate clients that could afford their bills. Many
significant corporate transactions were done without the involvement of outside legal
counsels, except where foreign business counterparts requested outside lawyers or the law
required that outside lawyers be involved. Lawyers were not really respected and were
principally relegated to back-office, administrative duties. Decisions were made solely based
on commercial considerations, without concern for their legal consequences.

The perception of lawyers has now changed. Ever since the monetary crisis hit Indonesia in
late 1997, the demand for lawyers to assist the Government and the private sector in
restructuring assets and liabilities and implement stronger controls has steadily increased.
New laws and regulations were issued to support the recovery of the Indonesian economy.
Bankruptcy, liquidation and commercial disputes became more common in the day-to-day
business operations of many Indonesian corporations. Banking and capital markets became
highly regulated. Indonesia now claims that it has left the crisis behind and is headed for
economic growth. Foreign is now welcome. Cross-border transactions are routine. Clearly,
good local lawyers are required.

The global market seeks good lawyers. The Advocates Law suggests that becoming a lawyer
is now more difficult. Lawyers should have licenses, and there is a clear e m p h a s i s on
professional responsibilities. Many s m a l l e r l a w f i r m s h a v e b e e n established by
experienced lawyers from big law firms, creating new opportunities for fresh law school
graduates and stiffer competition among law firms. The Hollywood image of lawyers has
also inspired many recent high school graduates to choose law school or accounting or
medical school.

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Finding a good law firm

Many types of law firm exist in Indonesia. They range from small “traditional” law firms with
one partner supported by two multiple-function non-lawyer staffs in a 4 m x 4 m shop-house
(ruko) office, focusing on litigation cases, to a big firm with over a hundred employees, dealing
with a wide range of legal practice areas. Some big firms also have correspondence
relationships or are affiliated with international law firms based overseas. Some have
internationalized themselves by employing foreign advisors in order to meet international
standards of work quality.

Normally, for fresh graduates, a good law firm can be found by “word of mouth”, with an
emphasis on researching the monetary remuneration available. One can also find out whether
the firm provides good professional training programs and a clear career path. Law firms with
good reputations will be discussed in daily conversations among law school students. Another
way to find a good law firm is through Internet research. Some international legal publications
list Indonesia’s top-ranked law firms. The criteria they use are normally based on the size of
the firm (number of lawyers), the deals handled (value of transaction), the range of practice
areas (corporate, banking, etc.), and supporting infrastructure (IT systems, etc).

In determining which types of law firms to pursue, a fresh graduate should consider at least
the following: (i) the size of the law firm, (ii) years established and reputation, (iii)
internationalization, (iv) legal practice areas, (v) professional training programs, (vi)
partnership structure and (vi) supporting IT systems and other infrastructure.

A big, well-established law firm will have greater experience in dealing with significant
transactions. This experience will have created a good reputation and image for the firm,
allowing it to become recognized locally and internationally. In theory, a small firm has less
opportunity and fewer resources for involvement in significant transactions. Law firms with
varied practice areas are able to provide one-stop services to their clients and thus avoid
losing clients because they lack capability in specific practice areas. Good quality lawyers,
supported by well-organized professional training programs, such as are commonly found at
big firms, are critical to a firm’s success.

Required Skills

To be accepted by a good law firm, an applicant must first pass an admissions test competing
with other fresh graduates from reputable law schools. Once that happens, the new lawyer
becomes an associate.

As a junior associate, you are required to demonstrate the following:

• English proficiency

Many law firms deal with foreign clients or standard-international documents. Inevitably,
the standard language used in most international communications and documents is
English. For example, in performing due diligence for a transaction involving a foreign
party or foreign counsel, the report must be delivered in English even though the
documents being examined are in Indonesian. Today, even locally-based clients use
English to communicate with their legal consultants in order to maintain international
standards.

Some law firms require junior associates to do translation work. The idea is to get them
familiar with legal documents prepared in English, including how to use legal terms, the
style of legal documents, and so on.

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• Research and drafting skills

Questions of law appear all the time. To answer such a question, the associate must
conduct legal research. This includes library research, Internet research, database
research, research to government officials, and other more general public searches.

After finishing the research, an associate is required to prepare a memorandum (this may
be in the form of a facsimile, email or internal memo), but generally a junior associate is
only required to prepare an internal memo for the supervising partner. The memo must
contain the statement of facts and the legal questions arising from such facts. The next
step is to apply the law to the statement of facts. The memo ends with a conclusion
answering the questions raised. The answer must be clear and not simply create more
confusion.

Drafting skills also need to be demonstrated in preparing basic legal documents such as
board resolutions, spousal letters, affidavits etc.

• Legal knowledge

A junior associate is already equipped with legal knowledge obtained from the university.
However, this alone is not sufficient because it must still be accompanied by an
interpretation from applying the implementing regulations, the written and unwritten policy
of the authorized institutions, and commercial, business and industry sector practices.
This is all very important, bearing in mind that clients would not pay expensive fees
merely to hear broad, general legal theory that cannot be applied to create real-world
solutions.

As associates become more senior, they are required to work more independently with less
partner supervision. Senior associates should demonstrate (i) commercial knowledge, (ii)
negotiating skills, (iii) the ability to analyze complex problems and transaction structures, (iv)
an aptitude for problem-solving, (v) an understanding of a client’s needs and the firm’s risks,
(vi) skills in managing both existing and new clients, (vii) marketing and networking skills, (viii)
contributions to creating work precedents and professional development, and (ix) leadership
and management skills.

Most clients expect a lawyer to be able to generate advice that considers both a transaction’s
legal and commercial aspects. Lawyers are required to be more creative in solving problems,
rather than merely hide behind the formal regulations. A problem-making lawyer is not
appreciated. A more senior lawyer must have the ability to analyze more complex legal issues
and apply them in structuring a transaction in order to achieve transaction goals in a cost-
efficient and timely manner. The hardest part is when representing a client in negotiating an
agreement with the other side. Negotiation skills require excellent interpersonal talent in order
to meet the client’s goals. You must know when to listen and when to talk, when to defend
and when to attack. Maturity and experience are always useful. The time, cost, accuracy and
quality of work are inter-related factors and become the main concern of a client.

Getting new deals and clients is as important as maintaining existing clients. Marketing
strategy and initiative are factors which determine the success of a law firm. Marketing
initiatives can be done within or outside the firm. Inside marketing covers activities such as
preparing brochures, leaflets, assisting your partner with their presentation papers, doing a
public search on current deals in the market (followed by contacting a key officer of the
company), preparing materials for publication and preparing other promotional materials.
Outside marketing includes activities such as attending or being a speaker at a seminar or
professional association meeting, providing pro-bono advice, inviting clients for cocktails and
other client-care activities.

In marketing, a lawyer must be prepared with knowledge of the target client’s business. A
lawyer must be clear in explaining how he or she would approach a prospective client’s legal
needs and that approach would be different from other firms’ approaches. Tell them about
your firm and areas of practice. Marketing is only effective if you deliver what you sell. In

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Attacking the market, you must use your “eyes and ears” to learn of the progress competitors
have made in penetrating the market. With respect to existing clients, you must believe that
the best client is the one you already have. Therefore you must have regular calls and provide
occasional free advice to your client. A newsletter program to update clients on new legal
developments is very helpful. When you work in a transaction, try to impress them with your
skills and knowledge. Good work will attract the attention of financial advisors/investment
bankers or other parties involved in the transaction. It will enhance your firm’s reputation.
Remember that word-of-mouth is still the best promotion.

You are also required to contribute to the creation of precedents and standard forms and
agreements and other professional development activities, including sharing information you
learn from transactions in internal office training. Last but not least, leadership, management
skills and the ability to delegate work are also required, especially for senior associates being
evaluated for their partnership potential.

The Work

Generally, a lawyer’s work principally involves:

• Transactions

Lawyers assist clients in a transaction to achieve the transaction’s objectives. A

transaction may be one of many types, or a combination of different types, including initial
public offerings (IPO), bond issues, mergers & acquisitions, project financing, structured
financing and corporate and debt restructurings.

Commonly, the lawyer’s first assignment is to assist the client and its financial advisor in
structuring the transaction, including establishing the legal framework and an action plan
for completing the transaction. Advice is also provided in relation to Indonesian legal and
regulatory matters to ensure that the transaction structure will not violate any
requirements of Indonesian law. The client will require the lawyer to attend meetings with
certain regulatory authorities to obtain the appropriate licenses.

Once the transaction’s structure is determined, a term sheet or memorandum of

understanding may be required to implement the agreed structure and confirm initial
agreement. Legal due diligence (uji tuntas) will be conducted on material aspects of the
target company to be acquired (in the case of an acquisition) or of the issuer (in the case
of an IPO). Matters covered in the due diligence will likely include a review of the
company’s organizational documents and other corporate information, branch and/or
agency office permits, licenses, material contracts, financing, labor matters, material
assets, litigation and other matters as directed by the client.

The final step will be to draft and finalize the definitive transaction documentation. The
lawyer is expected to negotiate the agreement and participate in meetings with the client
and counterpart in light of the results of the due diligence. The lawyer also helps to
prepare the customary closing documents after execution of the agreement. A legal
opinion may be required as to the enforceability of the transaction documentation and
other matters.

• Contract drafting

A lawyer is required to draft contracts in various fields of law. A contract should be

advantageous to the client. However, the lawyer is also obliged to ensure that the
contract is prepared in compliance with the prevailing laws and regulations and should
avoid unfair terms, as they may lead to a transaction’s being challenged in the future.

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• Advice

A lawyer advises clients in establishing and implementing the internal policies necessary
to ensure compliance with on-going regulatory requirements applicable to a company.
The lawyer must also be prepared to act as a corporate secretary to deal with
shareholder meetings, board resolutions, amendments to articles of association,
appointment of management, dividend declarations as well as to complete and file the
various reports companies are obligated to prepare under Indonesian law.

In addition to providing advice on general commercial and corporate matters, lawyers

also advise on the various regulations and procedures involved in specific areas of
practice, such as labor, capital markets and banking, mergers & acquisitions,
restructurings and litigation. In some cases, advice is given on gray areas that will need
to be confirmed by making inquiries with the relevant government authority to determine
how rules are applied in practice.

• Bankruptcy, litigation, arbitration and commercial disputes

A lawyer provides legal services for commercial disputes before Indonesian courts and
arbitration tribunals and provides representation in bankruptcy proceedings. The lawyer
helps clients to develop appropriate and practical strategies, claims and defenses in the
event of a dispute, while seeking reasonable grounds for settlement and compromise. As
Indonesia begins to develop the basic framework of a stronger legal system, the need for
lawyers skilled in all areas of litigation, including mediation and arbitration, will increase
dramatically.

• Company establishment and investment licensing

Indonesia has vast investment opportunities of world-class quality. A lawyer should be

ready to assist investors to formulate the most appropriate means to achieve their
business objectives in Indonesia, bearing in mind each client's unique set of investment
criteria.

You are required to handle all aspects of the investment approval process under
Indonesia's foreign and domestic investment law, managed by BKPM (Online Single
Submission Sytem). The client also expects you to assist it to devise and implement
various alternatives to direct foreign investment, such as the establishment of a
representative office and technical assistance through management, licensing, franchising
and distribution arrangements. You may also represent clients in the implementation
of their chosen investment strategy from beginning to end, from negotiating with local
partners and government officials to the drafting and filing of all necessary documentation,
and finally, implementing the investor's operational plans.

The Keys to Success

Quality standards are the key to the success of a good law firm. The law firm must impress
and attract clients by the quality of its work in order to protect its reputation and avoid
malpractice. Being a people business, a law firm’s most important assets are its lawyers and
their skills.

To succeed in a law firm, a lawyer must exemplify the following skills:

• Proficiency: When a lawyer speaks, the lawyer must be convincing. Knowledge is

paramount, as is the ability to demonstrate experience, knowledge and know-how. A
lawyer must be able to answer any question raised by the client, even if the question
might not be on the field that the lawyer specializes in. Failure to answer questions, or at
least to indicate a strategy for obtaining the answer, may leave understandable doubts in
a client’s mind as to whether the client has selected the right lawyer to handle its needs.

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• Attentiveness: When a lawyer receives a client’s request for service, the lawyer must be
prompt in responding. The lawyer must return phone calls promptly and immediately
acknowledge fax and email communications. Being responsive to the client’s needs is a
part of the client-care service. When the client feels that its lawyer has paid extra
attention to it, a good client-attorney relationship is established as the basis for future
work.

• Being Contactable: A lawyer should be approachable and easy to contact. A lawyer

must be available to take a client’s calls and not pass the client from lawyer to lawyer.
Continuity is key. As a client grows comfortable with a lawyer, the client will grow to
depend on the lawyer and involve the lawyer in an increasing range of its business
problems. This is also part of the client-care service.

• Comprehension on Client’s Needs: A lawyer should not assume the lawyer

understands client’s needs, but must make an extra effort conceptually to put himself in
the client’s position. Understanding the business, and the business aims that the client is
trying to achieve, are critical. Empathy and emotive understanding are critical here,
particularly in Asia, and spectacular, perfect reasoning will rarely be sufficient to respond
effectively to a client’s needs.

• Pragmatism: A lawyer in private practice must be results-oriented rather than overly

academic. Solutions are required rather than a list of problems, and the lawyer should be
brief and to the point. A successful lawyer is a goal-oriented lawyer. Good lawyers do not
consider themselves successful before the client achieves its goals, and the lawyer’s
advice should play a critical part in achieving those goals.

• Communications: A favored lawyer is a lawyer that keeps its client informed, in a

language the client can understand. A bad lawyer is a smart lawyer who works hard but
fails to inform the client, so that the client fails to perceive the work effort made on the
client’s behalf.

• Appearance: Whether we like it or not, a charismatic attractive lawyer will go farther

than a frumpy lawyer that fails to take care of himself or herself. A nice suit, well-groomed
hair, appropriate make-up and a smile all help.

• Integrity: A lawyer is a confidante, trustworthy, credible and reliable. A client will come
to depend on a lawyer that the client perceives is honest and ready to admit its mistakes
rather than compound an error by trying to hide it. Further, a lawyer must be dependable
and accurate in its advice, meeting deadlines, giving error-free opinions and typo-free
letter. A lawyer should read and understand a client’s instructions thoroughly, not exceed
those instructions, and ensure that all aspects of the instructions are satisfied.

• Good Manners: A lawyer, like everyone else, must be polite, show respect and
consideration and be friendly. Lawyer is a people business, and no personal relationship
can succeed without courtesy.

Conclusion

You may be a good law student. You may long for the glamorous life of a Hollywood movie
star playing the role of a lawyer. The truth, however, is that a lawyer must work long, hard
days and, above all else, remember that the lawyer always works for someone else. Brains
are not enough. People skills are not enough. A lawyer in a law firm must have both, and
then maybe, just maybe a bit of luxury will come your way. Do you have what it takes?

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The writer would like to thank to Eko Prasetio and Michael S. Carl for their edits - Jakarta 2012
This Article has been published by IKA Advokat UI in its annual handbook in 2012

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