The largest risk a Southeast Asian founder carries sits outside the cap table entirely: a decision that was lawful when you made it can be reread as a crime once someone else holds power.
On 30 June the Jakarta anti-corruption court sentenced Nadiem Makarim to ten years. He co-founded Gojek, the ride-hailing company that grew into GoTo, then left it to run Indonesia’s education ministry. The case was about laptops. During the pandemic his ministry ran a program to put Chromebooks in schools, worth 9.9 trillion rupiah, about 601 million US dollars, procured between 2019 and 2023. The court fined him one billion rupiah and ordered him to repay 809 billion more.
The interesting part of the verdict is what the judges did not find. They did not find that Nadiem took any of the money; the panel under Chief Judge Purwanto Abdullah acquitted him of enriching himself. What it convicted him of was abuse of authority and causing state losses, put at around 2.18 trillion rupiah. The crime was a decision. He chose Chromebooks, Google had once invested in his company, and the prosecution drew a line between the two. Google’s executives testified that their investments in Indonesian tech were independent of the schools deal. The line held anyway.
This is the move worth studying, and it is not really about one minister. Indonesia’s anti-corruption law defines state losses so broadly that an ordinary procurement can be recharacterised as graft years later, with no proof of a bribe. The legal scholars Simon Butt and Tim Lindsey have said it plainly: under that statute a conviction can be won on the shape of a decision rather than on corrupt intent. Whether a call was acceptable when it was made, and whether it is a crime now, are decided by two different administrations. The founder does not get to know, while he is deciding, which one will judge him.
Every operator in the region already knows the state can reach the company. Jakarta showed that on 1 July, when it capped ride-hailing commissions at eight percent and reset the economics of GoTo and Grab between one morning and the next. A company absorbs that. You reprice, you restructure, you move a holding entity. The Nadiem verdict adds the second reach, past the company to the person. A cap takes your margin. A conviction takes your years.
A company is a structure you can restructure. A founder is a body, and a body is the one asset a state can hold.
A company is a structure you can restructure. A founder is a body, and a body is the one asset a state can hold.
Nadiem is appealing, and he is loud about it. “There were no state losses,” he told the court. “This is something the public must clearly understand.” Adding the prison term to the years he faces if the restitution goes unpaid, he counted the real exposure at twenty-seven years, and said so: “A record.” He may yet win at the higher court. The signal to every founder watching has already been sent, and it does not wait for the appeal.
Whether a call was acceptable when it was made, and whether it is a crime now, are decided by two different administrations.
The response operators are settling on is duller and more expensive than outrage. Document the decision while you are making it, because acceptable-at-the-time is the only defence a law like this leaves you, and it is cheaper to build the record before you need it. Keep what the company owns separate from what you personally carry. Treat where you sit, and under whose law, as a governance decision rather than a tax matter. The founders who defer that work are the ones the next verdict will find.1
Footnotes
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Indonesia’s competitiveness ranking fell from 27th in 2024 to 48th in 2026. A market can price risk. It cannot price the chance that a decision approved today is indicted a decade from now, under interpretations no one can currently name. ↩