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KONSTRUKSI PERTANGGUNGJAWABAN PERDATA DIREKSI BUMN PASCA PERUBAHAN KETIGA ATAS UU BUMN (ANALISIS BATASAN BUSINESS JUDGMENT RULE)
This research is motivated by the phenomenon of criminalization of stateowned enterprise (BUMN) board policies due to the unclear boundaries between business losses and state losses. The codification of the Business Judgment Rule (BJR) doctrine in Article 9F of Law No. 1 of 2025 is intended to provide legal certainty and protection for directors. This research aims to analyze the construction and limitations of BJR protection in Law No. 1 of 2025 and its implications for board accountability from the perspective of Gustav Radbruch's Theory of Legal Objectives. The type of research used is descriptive-analytical normative legal research with a statute approach and a conceptual approach. The theoretical framework in this study is arranged hierarchically, covering the Grand Theory of Legal Purpose (Gustav Radbruch), Applied Theory of Civil Liability Theory, Business Judgment Rule (BJR) Doctrine, and Good Corporate Governance (GCG) Principles as operational evidence instruments. Secondary data were analyzed qualitatively using legal interpretation and deductive reasoning methods. The results of the study show that: (1) The construction of BJR in Article 9F of Law No. Law No. 1 of 2025 provides qualified immunity, requiring directors to meet four cumulative requirements: absence of gross error/negligence, good faith and prudence, absence of conflict of interest, and mitigation measures. From a Civil Liability Theory perspective, this construct allocates business risks to the corporation (liability as cost) as long as directors fulfill procedural moral obligations (liability as duty). (2) The implications of the BJR codification embody the value of substantive justice by protecting the professionalism of directors from unfair criminalization. However, the elimination of Article 9G by Law No. 16 of 2025 creates ambivalence regarding the status of directors as "state administrators," which perpetuates a gray area in law enforcement. From Radbruch's perspective, the application of Good Corporate Governance (GCG) principles serves as an "evidentiary bridge" that is absolutely necessary to activate BJR protection in court in order to maintain a balance between the values of justice, benefit, and legal certainty.
FAKULTAS SYARIAH DAN HUKUM, UIN SUNAN KALIJAGA YOGYAKARTA
KONSTRUKSI PERTANGGUNGJAWABAN PERDATA DIREKSI BUMN PASCA PERUBAHAN KETIGA ATAS UU BUMN (ANALISIS BATASAN BUSINESS JUDGMENT RULE) (Text)
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