1. BackgroundThese Terms of Reference (“TOR”) are prepared by the International Finance Corporation (“IFC”) for the selection of a consulting firm to conduct a legal; tax; regulatory and institutional landscape assessment of capital market instruments in Indonesia (the “Project”).About IFC: IFC — a member of the World Bank Group — is the largest global development institution focused on the private sector in emerging markets. We work in more than 100 countries; using our capital; expertise; and influence to create markets and opportunities in developing countries. In fiscal year 2024; IFC committed a record $56 billion to private companies and financial institutions in developing countries; leveraging private sector solutions and mobilizing private capital to create a world free of poverty on a livable planet. For additional information; visit www.ifc.org <http://www.ifc.org> .Context: Well-developed domestic capital markets are key drivers of economic growth. They are crucial for efficient resource allocation; providing governments and corporates access to long term; funding leveraging diversified instruments. They address financial constraints; promote investments in innovation and sustainability and foster job creation.For Indonesia to achieve high-income status by 2030 and close the funding gap required to meet its NDC and SDG targets; deepening capital markets will be essential. Today; Indonesia’s capital markets remain underdeveloped relative to regional peers. Equity market capitalization is low; secondary market liquidity is limited; and corporate bond issuance is constrained by short tenors and low investor appetite. Domestic institutional investors are risk-averse; with limited allocations to capital market instruments. Regulatory gaps exist in areas such as securitization; digital securities and alternative investment vehicles. Recently; Indonesia’s Financial Services Authority (OJK) stated its top development pillars for Capital Market; which includes increasing supply of listed companies and boosting market liquidity by strengthening domestic demand of retail and institutional investors. IFC is committed to contribute to Indonesia’s capital market development by supporting the development of innovative capital market solutions; facilitating private capital mobilization to deepen market liquidity; and deploy long-term finance to sustainable development priorities.IFC is seeking the services of a consulting firm (“the Firm”) to undertake an in-depth analytical review of key capital market product segments in Indonesia and provide a good understanding of the mechanisms and reforms that can be implemented to support capital market development. ObjectivesThe Firm will conduct a comprehensive assessment of the legal; tax; regulatory; and institutional landscape governing capital market instruments in Indonesia. The objective is to understand the current issuance and investment mechanisms for key capital market products; identify key market constraints; propose recommended reforms required to attract long term capital (domestic and institutional investors) and propose feasible investment structures. Specific capital market products to be covered are Sukuk; Securitization (cash & synthetic); Public equity and bonds; Digital Bonds; and Funds (Credit Funds; REITs and InvITs). Whilst not the major objective of this assessment; the consultant is expected to provide an introductory overview of the Indonesia’s macroeconomic conditions as well as a broad assessment of its Capital Market; as part of the report. 2. Selection CriteriaThe Firm will be selected based on the following criteria:*Proven experience in legal; regulatory; and tax analysis of capital market instruments in emerging markets particularly in Indonesia.* Establishing collaboration with a local law firm experienced in capital markets; or possessing in-house legal expertise in this area; will be considered a significant advantage.*Demonstrated expertise in structuring and/or advising on debt market; securitization; digital securities; and alternative investment vehicles.*Familiarity with Indonesian financial sector regulations and institutions.*Experience conducting benchmarking studies and stakeholder consultations.*Ability to deliver high-quality analytical outputs and actionable recommendations. 3. Confidentiality StatementAll data and information received from WBG/IFC for this assignment are to be treated confidentially and are only to be used in connection with the execution of this Terms of Reference. All intellectual property rights arising from the execution of this Terms of Reference are assigned to WBG. The contents of written materials obtained and used in this assignment may not be disclosed to any third parties without obtaining prior written authorization of the IFC.