Perlindungan Hukum Terhadap Pemegang Saham Minoritas Dari Penggabungan Perusahaan (Merger) Pada Perseroan Terbatas Di Indonesia

Abstract

This study aims to explain the position of minority shareholders as interested parties and the legal protection against them from the merger of Limited Liability Companies in Indonesian Laws and Regulations. Merger is a restructuring that is often carried out to improve company performance, therefore there is a need for legal protection for minority shareholders because their position with the principle of one share one vote in decision making on mergers in the GMS is weaker than the majority shareholders Minority shareholders who do not agree with the merger are given the right to sell their shares at a fair price but do not stop the merger process. The method used in this research is normative juridical. The approach used in this research is a statutory approach, namely research that prioritizes legal materials in the form of statutory regulations as a basic reference for conducting research. From the results of the study, it is known that the position of minority shareholders is weaker than the majority in the RUPS, due to the number of share ownership. minority shareholders who do not agree with the merger will be granted an appraisal right, namely the right to sell their shares at a fair price in Article 126 paragraph (2). However, the merger process is still ongoing, which shows that legal remedies by minority shareholders cannot stop the merger process. So that the Company Law has not been able to provide clear legal protection to accommodate the rights and interests of minority shareholders who were disadvantaged in the merger process as required in the principles of Good Corporate Governance (GCG). It is advisable to revise or add to the Company Law in terms of the merger of the Company to be better able to accommodate the rights and interests of minority shareholders towards the merger due to the position of minority shareholders who are still difficult to exercise their rights and interests in the merger, especially in closed companies, to encourage the application of GCG principles so as to guarantee justice and legal certainty for minority shareholders

Kedudukan Pemegang Saham Minoritas dalam Penentuan Kebijakan dan Perlindungan Sebagai Pemegang Saham Perseroan Terbatas Terbuka

“…Proses pengambilan keputusan dalam perusahaan melibatkan keterlibatan baik dari pemegang saham mayoritas maupun minoritas. Meskipun pemegang saham minoritas memiliki proporsi saham yang lebih kecil dibandingkan dengan mayoritas, tetapi hak-hak mereka juga harus diberikan pengakuan dan perlindungan yang sewajarnya menurut hukum (Rizki et al, 2021).…”

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