Eksistensi doktrin business judgement rule dalam hukum perseroan terbatas di Indonesia = The existence of business judgment rule under the limited liability company law of Indonesia

Boen, Hendra Setiawan (2007) Eksistensi doktrin business judgement rule dalam hukum perseroan terbatas di Indonesia = The existence of business judgment rule under the limited liability company law of Indonesia. Masters thesis, Universitas Pelita Harapan.

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Abstract

It always a common belief that business judgment rule is a case law-derived concept in corporations law whereby a court will refuse to review the actions of a corporation's board of directors in managing the corporation unless there is some allegation of conduct that (1) violates (a) the director's duty of care, (b) duty of loyalty, or (c) duty of good faith; or that the decisions of the directors lacks a rational basis. In short, business judgment rule will prevail against any neither legal nor capital accountability from directed at directors of a company who have made incorrect decisions, particularly when those decisions were made under the impressions that it was in order to perform the directors' fiduciary duties. Business judgment rule exist when there was a fiduciary duties, whereas fiduciary duties were derived each time there was a duty based on trust implied thus equity along with justice demand that the said duty was carry out properly and for the best interest of the settlor and beneficiary owner. Although there was a similar concept all over the world regarding the so called fiduciary duties, equity, trust, and business judgment rule, however those terms were implied from the common law concept, henceforth the Writer of this thesis lay notions that no other legal realm outside the common law countries were acknowledging those concept, including the Indonesia company law. The business judgment rule theory itself have a basic core and well known world wide, that if a specific duty have been perform using the trustee' best ability, nonetheless end in failure, subsequently justice and equity demand that the trustee was released from any further consequence thereof. In lieu of any act that require a certain skill and knowledge, then only then, those decisions cannot be scrutinized by other persons who did not possessed the same business acquaintances

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