Download Repowijoyo`s Dissertation: Legal Protection of Minority Shareholders

Repowijoyo's Dissertation: Legal Protection of Minority Shareholders
Minority shareholders is generally located in a weak
position, because minority shareholders have substantial interests of a limited liability
company, so the majority shareholders tend to monopolize the execution path of
limited liability. Legal protection an important issue to be appointed in this global era.
The principle of openness at the core of capital markets and capital markets as well as
the soul itself. In addition, capital market regulations that elaborate arrangements have
not fully enforced.
Sugeng Repowijoyo thus submitted dissertation in front of the examiner on Monday
(18/01) with the title of Legal Protection of Minority Shareholders in the Open
Limited Liability Company In the Capital Market to get a doctorate from the Doctoral
Program of Legal Studies of the UB Faculty of Law. Repowijoyo right now is a
lecturer and also dean of the Faculty of Law, University of Wijaya Putra Surabaya.
Legal protection for minority shareholders in the form of granting the rights
guaranteed by the Limited Liability Company Act of 2007, but the provisions are still
insufficient to protect the interests of minority shareholders. Interactions between
shareholders with the PT, which the majority shareholders often use the power of
voting rights based on majority rule and the principle of one share one vote that can
defeat the minority shareholders. This was the background of the dissertation which is
tested before the faculty team of examiners, among others, Prof. Dr. Moch. Munir,
S.H., Dr. Sihabudin, S.H., M.H., Dr. Sukarmi, S.H., M. H., Professor. Dr. I Nyoman
Nurjaya, S.H., M.H., Dr. A. Rahmad Budiono, S.H., M.H., Prof. Dr. Made Sudarma,
S.E., M.M., Ak., and Prof. Dr. Moch. Isnaeni, S.H., M.S. While promoters of the
exam is a dissertation, Prof. Dr. Moch. Munir, S.H., Dr. Sihabudin, S.H., M.H., and
Dr. Sukarmi, S.H., M.H..
From the results of research conducted Repowijoyo concluded that legal protection
given to minority shareholders in public limited companies in the capital market in the
form of two forms of legal protection, preventive and repressive. Preventive legal
protection is the protection to prevent any dispute. This protection has been set forth
in the Company Law 2007 and Capital Market Act 1995. Company Law in 2007 set
the rights of minority shareholders in the form of a right to equal treatment, voting
rights at the general meeting of shareholders, and appraisal rights, but the provisions
had not been enough to protect the interests of minority shareholders because of the
power possessed by majority shareholders to monopolize the running of the company.
In addition, the provisions of Capital Market Law 1995 also governs the principle of
transparency or openness of the fair and efficient, delivering information accurately
and easily. These provisions can ultimately cause the fraudulent sale of shares at the
expense of investors, because the Capital Market Law in 1995 were deemed to be
petty or not detailed enough. While the repressive legal protection aims to resolve
disputes that occur in society, in order to achieve a fair settlement. This is stipulated
in Article 97 paragraph (6) Company Law in 2007 that the lawsuit for the injured
party must represent at least a 10% stake in the company that has been issued. Capital
Market Law in 1995 had set the repressive legal protection in Article 111 of the right
to claim for the injured party is not restricted by the large number of plaintiffs.
In addition to examining the concept of legal protection for minority shareholders,
Repowijoyo also formulating forward the concept of legal protection for minority
shareholders. These concepts include the first two things, determine the targets on the
stock market by considering the tendency of global capital markets and a general
description of the Indonesian capital market developments and challenges faced
strengthen supervision of capital markets, enhance legal certainty in the capital
markets, enhance the role and quality capital markets, expand investment and
financing alternatives in the capital markets, and to develop sharia-based capital
market. Second, based on the functions and powers of such a large line of Bapepam
Capital Market Law in 1995 was Bapepam should be independent non-departmental
agencies directly responsible pasapresiden, in order to maintain independence.