Legal Reformulation of Derivative Action Regulations for Protection of Minority Shareholders in Indonesia: Comparative Study of Indonesia and Australia

Abstract

Arrangements related to legal protection for minority shareholders regulated in Law no. 40 of 2007 concerning Limited Liability Companies (hereinafter referred to as UUPT) still found limitations both in filing rights to sue, objections, and implementation of derivative actions in terms of arrangements regarding the protection of minority shareholders due to a corporate action or certain decisions that take refuge behind the legality of the validity of the General Meeting Shareholders (GMS) whose enactment is heavily influenced by the interests of the majority shareholders. The existing arrangements are felt to be far from justice for minority shareholders. This study will examine whether the Derivative Action arrangements contained in the Company Law as a legal umbrella in providing protection for minority shareholders are adequate and how the legal systems are compared with regard to Derivative Action arrangements in Indonesia and Australia. The purpose of this study is to find out to what extent the Derivative Action regulations contained in the Company Law can protect minority shareholders and to compare the legal systems between the two countries as input and consideration for corrections and improvements to the national legal system. This research uses a type of normative research with a statutory approach and a comparative approach. The results of this legal research found certain aspects of the Australian Corporation Law which can provide a sense of justice and legal certainty as legal benefits for minority shareholders which can be used as legal reformulations in Indonesia.