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TANGGUNG JAWAB PRIBADI DIREKSI ATAS KEPAILITAN PERSEROAN TERBATAS AKIBAT KELALAIAN SUBSTANTIF DAN ADMINISTRATIF (STUDI KOMPARATIF PUTUSAN PENGADILAN NIAGA SURABAYA NO. 39/PDT.SUS-GUGATAN LAIN-LAIN/2023 DAN NO. 40/PDT.SUS-GUGATAN LAIN-LAIN/2023)
The principle of limited liability is a fundamental characteristic of a Limited Liability Company that protects the personal assets of the Board of Directors. However, this protection can be set aside through the doctrine of piercing the corporate veil if bankruptcy occurs due to the Directors' fault or negligence. This research is motivated by a legal phenomenon in two decisions of the Commercial Court at the Surabaya District Court regarding the bankruptcy of PT Alam Galaxy, namely Decision Number 39/Pdt.Sus-Gugatan Lain-Lain/2023 and Number 40/Pdt.Sus-Gugatan Lain-Lain/2023. There is a legal anomaly where the Directors were imposed with joint and several liability of equal severity for two different characteristics of negligence: substantive negligence in the form of business management errors triggering losses, and administrative negligence in the form of failure to hold the General Meeting of Shareholders (GMS) and compile the Annual Report. The main problem examined is the juridical qualification of the demarcation line between these two types of negligence and the judge's legal consideration (ratio decidendi) in equating the weight of sanctions for both. This research is normative legal research (juridical normative) which is descriptive-analytical in nature. The author uses a statute approach and a case approach to dissect the application of law in casu. The theoretical framework used as a tool of analysis includes Agency Theory to examine the aspect of information asymmetry, Fiduciary Duty Doctrine covering Duty of Care and Duty of Loyalty, as well as the Piercing the Corporate Veil Doctrine. Secondary data sourced from Law of Limited Liability Companies, Bankruptcy Law, and relevant court decisions were analyzed qualitatively using deductive logic to draw conclusions regarding the standard of personal liability of Directors. The results of the study conclude that the demarcation line between management negligence and administrative negligence becomes blurred in the bankruptcy law regime. Both forms of negligence are united by the connecting factor of Fiduciary Duty violation resulting in insolvency. Substantive negligence in Decision Number 40 is qualified as a violation of Duty of Care due to the absence of a work plan and business risk mitigation. Meanwhile, administrative negligence in Decision Number 39 is qualified as a violation of statutory duty reflecting bad faith as it creates information asymmetry and hinders the settlement of bankruptcy assets. The Panel of Judges consistently applied joint and several liability sanctions because the Directors failed to meet the reversed burden of proof. The juridical implication confirms that corporate administrative disorder carries a weight of fault equivalent to financial mismanagement because it eliminates transparency, which is a vital element of accountability in bankruptcy.
FAKULTAS SYARIAH DAN HUKUM, UIN SUNAN KALIJAGA YOGYAKARTA
TANGGUNG JAWAB PRIBADI DIREKSI ATAS KEPAILITAN PERSEROAN TERBATAS AKIBAT KELALAIAN SUBSTANTIF DAN ADMINISTRATIF (STUDI KOMPARATIF PUTUSAN PENGADILAN NIAGA SURABAYA NO. 39/PDT.SUS-GUGATAN LAIN-LAIN/2023 DAN NO. 40/PDT.SUS-GUGATAN LAIN-LAIN/2023) (Text)
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