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This study examines the legal accountability of the Board of Directors of PT. Humpuss Intermoda Transportasi in relation to ultra vires conduct, with particular reference to Court Ruling No. 439/Pdt.G/2011/PN.JKT.SEL. Employing a normative-doctrinal legal methodology supported by statutory and comparative analyses, this research investigates the standard of director liability within Indonesian company law and contrasts it with the English ultra vires framework. Indonesia's Limited Liability Company Act (Law No. 40 of 2007) establishes that directors bear full accountability for corporate actions performed within the boundaries set by the Articles of Association and prevailing regulations; any action exceeding such boundaries constitutes an ultra vires act that is void ab initio and non-binding upon the company. Research findings reveal that the directors of PT. Humpuss Intermoda Transportasi overstepped their authority when they issued the Linsen Corporate Guarantee and the Nelson Corporate Guarantee without the mandatory written consent of the Board of Commissioners, thereby contravening Article 13(1) of the Company's Articles of Association and Articles 92(1) and 97(2) of Law No. 40 of 2007. The South Jakarta District Court consequently imposed joint and several personal liability on the said directors. A comparative review discloses that Indonesia maintains a more rigid application of the ultra vires doctrine relative to England, whose Companies Act 2006 introduced a good-faith-based flexibility that effectively confines ultra vires liability to situations where directors act dishonestly and cause demonstrable corporate harm. Notwithstanding this divergence, the directors' actions in the present case would equally qualify as ultra vires under English law given the verified prejudice inflicted on the company.

This study discusses the application of the fiduciary duty doctrine in Indonesian corporate law and its relationship to the legal liability of the President Director in Decision Number 80/Pid.Sus-TPK/2024/PN.Jkt.Pst in the case of PT Timah Tbk. This study uses a normative juridicial method with a statutory regulatory approach and a case approach, namely by examining law Number 40 of 2007 concerning Limited Liability Companies and relevant court decisions. The results of the study indicate that fiduciary duty is a basic obligation that must be carried out by directors in managing the company, which includes good faith, prudence, and loyalty to the interest of the company. However, in the case of PT Timah Tbk, the former President Direktor was proven not to have carried out these obligations properly. This is seen from the abuse of office, involvement in illegal mining practices, and the formation of shell companies that ultimately resulted in state losses. Violations of these principles not only have an impact on civil aspects, but also have criminal consequences. Therefore, strengthening the principles of fiduciary duty and Good Corporate Governance is very necessary to increase the accountability of directors.

This paper focuses on a legal review of foreign investment regulations in Indonesia, a crucial aspect that underpins most of the discussion. Furthermore, it frequently highlights the implications of legal regulations on investment, including foreign investment, in several related regulations, such as the Job Creation Law and the Investment Law, for market volatility, corporate governance, and stock prices in Indonesia. This paper emphasizes a normative-empirical context, focusing on a review of capital market investment regulations and secondary analyses conducted through several journals reporting on the effectiveness of foreign investment for local companies, enhancing their image as local companies, a trend inevitably driven by local interests. This is further supported by the use of various important theories, such as foreign investment theory, the legal framework for foreign investment, stock performance theory, and efficient investment, as crucial theoretical considerations in the discussion. The point of the results of the discussion in this writing is then emphasized on its focus, namely the results of the review of the legal regulations regarding capital markets that include foreign capital markets, which also discusses the results of research reports from various journals related to the implications of foreign investment regulations as well as the challenges and discussions of harmonization regarding existing investment regulations in Indonesia.

This study examines the distortion between civil and criminal perspectives in the legal considerations (ratio decidendi) of Judex Juris in Supreme Court Decision Number 121K/Pid.Sus/2020. The decision lacks substantial criminal law considerations regarding the alleged corruption offense. Instead, the legal reasoning focuses on the fault or negligence of company directors, particularly the exception under Article 97 of Law Number 40 of 2007 concerning Limited Liability Companies, which embodies the Business Judgment Rule doctrine. Furthermore, these considerations are distorted by tort (onrechtmatige daad) as regulated in Article 1365 of the Civil Code juncto Article 138 paragraph (1) letter b of the Company Law. This research employs a legislative approach by analyzing various legal instruments, including the 1945 Constitution, the Criminal Code, the Criminal Procedure Code, the Limited Liability Company Law, State-Owned Enterprises Law, Judicial Power Law, Supreme Court Law, and the Corruption Eradication Laws. A conceptual approach is also utilized to examine theoretical concepts concerning corporate crime, directors' liabilities, state losses, tort, negligence from criminal and civil perspectives, business judgment rules, collective collegiality principles, and formal-material classification of legislation. The data comprises primary legal materials (legislation and court decisions) and secondary legal materials (legal literature and scientific journals). Analysis is conducted qualitatively by interpreting legal principles and their relevance to the court's considerations in the decision.

Social change in Indonesia has had a significant impact on various aspects of life, one of which is reflected in the emergence of the Sole Proprietorship Company concept under Law No. 6 of 2023 on Job Creation. This framework allows individuals to establish a Limited Liability Company, particularly to support micro and small enterprises (MSEs). The innovation is not merely an adaptation of global practices but also a response to the need to strengthen economic independence. This study applies an interdisciplinary method with normative and socio-legal approaches to examine the provisions of the Sole Proprietorship Company by integrating social change factors underlying its necessity, despite substantive differences from conventional Limited Liability Companies. The analysis explores legal legitimacy and social readiness, concluding that social transformation drives the demand for this concept. Thus, regulations should be refined to remain simple and effective while encouraging MSEs to use it as a legal safeguard.

Corporate Social Responsibility (CSR) in Indonesia has undergone a paradigmatic shift from voluntary philanthropic activities to a legally binding obligation grounded in various statutory regulations, particularly Law Number 40 of 2007 on Limited Liability Companies and Law Number 25 of 2007 on Investment. This study aims to analyze the legal framework governing CSR in Indonesia from a public policy perspective, to evaluate the implementation of CSR by corporations, and to identify normative and empirical constraints that hinder the optimization of CSR as an instrument of sustainable development. The research employs a normative juridical method with statutory, conceptual, case-based, and policy analysis approaches. The findings indicate that CSR regulation remains partial in nature, primarily due to the limitation of mandatory obligations to specific sectors, the absence of clear and enforceable sanctions, and the lack of national standards for reporting and oversight.

This study discusses the function of corporate criminal liability for State-Owned Enterprises (SOEs), particularly SOEs, by examining a case of corruption in the sale of commodities at Perum Bulog Jakarta in 2022-2023, which caused financial losses to the state amounting to approximately IDR 7.192 billion. This case illustrates the abuse of authority by SOE officials, which not only reflects individual violations but also is a symptom of weaknesses in the culture of internal control and compliance in state-owned companies. The purpose of this study is to examine the regulation and application of the principle of corporate criminal liability in State-Owned Enterprises (SOEs) with reference to Law Law Number 31 of 1999 in conjunction with Law Number 20 of 2001 concerning Eradication of Corruption Crimes, the latest Criminal Code (Law Number 1 of 2023), and Supreme Court Regulation Number 13 of 2016. The method used is normative legal research with a juridical approach, which focuses on the review of legislation, the concept of corporate criminal liability, and the analysis of related court decisions. The results of the study show that acts of corruption involving Bulog have fulfilled the elements of corporate criminal liability, because they were carried out in the exercise of official authority and were intended for the benefit of the institution. The application of the provisions in the new Criminal Code, particularly Articles 45 to 47 and Article 118, confirms the position of corporations as legal subjects in the criminal law system. The implications of this research highlight the need to strengthen the Good Corporate Governance (GCG) system in SOEs and the need for consistent enforcement of corporate criminal liability by law enforcement officials to ensure justice, transparency, and the prevention of structural corruption in Indonesia.  

Business judgment rule (BJR) is a principle of protecting directors from suboptimal business decisions that result in company losses. The purpose of this study is to analyze and to explore the legal provisions of BJR and its application principles, which are often related to several cases of directors of companies in making business decisions. The following study uses a normative research method (normative legal research) with a descriptive analytical nature that examines secondary data sources obtained from reading library materials which are finally analyzed qualitatively. Regulations related to BJR can be found in the provisions of the Limited Company Law, the Financial Services Authority Regulation for public companies, and the BUMN Law, as well as the Regulation of the Minister of BUMN in regulating BJR and the application of the principles good corporate governance within the scope of state-owned enterprises. The principle of BJR protection for company directors applies as long as they can prove themselves in managing the company within the corridor fiduciary duty, duty of care, duty of skill, duty of loyalty, and not involved in the practice conflict of interest.

The revision of the State-Owned Enterprises (SOE) Law fundamentally changes the concept of SOE losses by emphasizing that losses incurred in SOE operations constitute corporate losses, not state financial losses. This change has a direct impact on the construction of directors' accountability, which has often been associated with corruption when companies experience losses. This study aims to analyze the provisions of SOE directors' responsibilities based on Good Corporate Governance (GCG) principles within the new regulatory framework, as well as to examine the application of sanctions against directors who violate these principles and cause corporate losses. The study uses normative legal methods with statutory, conceptual, and case-based approaches. The analysis was conducted by examining the provisions of the Limited Liability Company Law, the revised SOE Law, related implementing regulations, and several important decisions, such as those concerning Jiwasraya, Asabri, Garuda Indonesia, and Pertamina-TPPI. The results show that the principles of GCG, fiduciary duty, and the Business Judgment Rule are the primary instruments in assessing directors' actions. Civil and administrative sanctions are the first line of defense for assessing directors' accountability, while criminal sanctions can only be imposed if there is an element of abuse of authority, conflict of interest, or other fraudulent acts. This research emphasizes the need for a clear distinction between business risks and unlawful acts to prevent directors from being criminalized for business decisions made in good faith and in accordance with good corporate governance principles. These findings are expected to serve as a reference in formulating state-owned enterprise policies and promoting more proportionate law enforcement against directors.

The banking sector is a strategic pillar that supports national economic stability and relies heavily on public trust. To maintain this legitimacy, banks are required to implement Corporate Social Responsibility (CSR), which is not only a moral obligation but also a legal duty as regulated in several laws such as Law No. 40 of 2007 on Limited Liability Companies and Law No. 21 of 2011 on the Financial Services Authority (OJK). This study aims to analyze the responsibility of OJK in managing Corporate Social Responsibility (CSR) funds based on the principles of Good Governance and to examine the role of banking institutions in maintaining public trust through transparent and accountable Corporate Social Responsibility (CSR) practices. This research employs a normative juridical approach by reviewing relevant legislation, literature, and regulatory documents. The results show that OJK holds normative, institutional, and legal responsibilities in supervising Corporate Social Responsibility (CSR) implementation to ensure compliance with the principles of transparency, accountability, independence, responsibility, and fairness. Meanwhile, banking institutions play a crucial role in ensuring that Corporate Social Responsibility (CSR) becomes an integral part of their sustainability strategy rather than a mere administrative formality. The application of Good Corporate Governance (GCG) has a positive impact on increasing public trust, as transparency and accountability in Corporate Social Responsibility (CSR) management strengthen the social legitimacy of banking institutions. Therefore, synergy between OJK and the banking sector in enhancing Corporate Social Responsibility (CSR) governance is the key to achieving an ethical and sustainable financial system.

TJSL/CSR in Indonesia is regulated as a legal obligation (mandatory) for companies engaged in the natural resources sector. Its success depends on the principle of accountability, which requires transparency and responsibility. This normative-juridical study evaluates the application of accountability principles in the mining sector. Normatively, PP 47/2012 requires CSR to be listed as an expense and focused on sustainable development (PPM). However, this regulation is not robust because it does not set a minimum fund allocation or clear program boundaries, allowing for multiple interpretations. Empirically (Sekotong case study), accountability is implemented in a formalistic manner, consisting only of one-way administrative reports without meaningful participation from the affected communities. A significant weakness is apparent when dealing with the increase in illegal gold mining (PETI) in legal concession areas. This situation results in a vacuum of responsibility. Companies can claim environmental damage caused by PETI, so that responsibility does not successfully ensnare corporate negligence in prevention efforts. The CSR accountability structure in Indonesia is weak because it only emphasizes activities that are carried out, not negligence that is overlooked. Regulatory reform is needed so that accountability includes passive responsibility to ensure that TJSL functions as a significant instrument of sustainable development.

This study aims to analyze the narrative dissonance in the corporate communication of the Aqua brand, especially in the context of the crisis of meaning that arises between claims of natural purity and technical findings related to the use of borewells in the production process. Using a qualitative approach through content and narrative analysis, the study integrates two main theoretical frameworks: the Narrative Paradigm (Fisher, 1984) and Image Repair Theory (Benoit, 1995). The analysis focused on how companies are building, maintaining, and renegotiating their corporate narrative amid public pressure and consumer expectations. The results show that the legitimacy crisis arises due to the symbolic mismatch between the narrative of "purity" communicated and the operational reality revealed to the public. This tension triggered a strategic response from the company in the form of public clarification, transparency of the production process, and repositioning of messages to restore consumer image and trust. This study confirms the importance of narrative coherence and reflexivity in corporate communications, especially in an era of digital openness that demands accountability and consistency between symbolic messages and tangible practices. These findings contribute to the study of crisis communication and brand image restoration strategies, as well as a reference for companies in designing ethical, transparent, and sustainable communication to maintain legitimacy and credibility in the eyes of the public.

Fiduciary duty breaches and misappropriation are serious issues in corporate governance that can result in significant losses for companies and the state. This study aims to analyze the forms and mechanisms of legal accountability for fiduciary duty breaches and misappropriation through a comparative study of the cases of PT Asabri in Indonesia and Barclays v Singularis in the UK. The research method used is normative legal research with a conceptual, statutory, and comparative legal approach. The analysis was conducted on primary, secondary, and tertiary legal materials which were then presented qualitatively in the form of exploratory and argumentative descriptive narratives. The results of the study indicate that fiduciary duty is recognized in both legal systems but with different scopes. Where the English legal system can apply this obligation to third parties such as banks through the Quincecare duty, while in Indonesia it is limited to internal parties of the company. The concept of misappropriation is not explicitly mentioned in Indonesian law but is covered in various regulations through the terms embezzlement and abuse of authority. The PT Asabri case demonstrated systematic violations by internal management, resulting in losses reaching Rp 23.7 trillion, while the Barclays v. Singularis case demonstrated the bank's negligence in preventing misuse of client funds. The implications of this research highlight the need for regulatory harmonization and strengthened oversight mechanisms to prevent similar violations in the future.

This study examines the application of the Piercing the Corporate Veil doctrine in cases of fiduciary duty violations by the President Director of PT Bakara Bumi Energi, based on the Jakarta Central District Court Decision No. 451/Pdt.P/2019/PN.JKT.Pst. Using a normative juridical approach, the research analyzes primary and secondary legal sources, including Law No. 40 of 2007 on Limited Liability Companies and relevant court rulings. The findings reveal that the President Director's failure to provide transparent financial reports and operational information constitutes a breach of fiduciary duty, encompassing duties of loyalty and care, leading to financial losses such as tax arrears and reputational damage. Furthermore, this breach justifies the application of the Piercing the Corporate Veil doctrine to hold the director personally liable, as supported by similar judicial precedents. The study concludes that enforcing this doctrine enhances corporate governance and accountability, recommending clearer regulatory frameworks for broader application to directors and other corporate organs.

Marketing activities of limited liability companies (LLC) in Indonesia are not merely business strategies but also legal activities that entail juridical consequences. The increasingly complex dynamics of modern marketing, including digital marketing, e-commerce, and the utilization of consumer personal data, demonstrate that marketing activities cannot be separated from business law regulations, whether related to consumer protection, fair competition, electronic information, or personal data protection. Marketing by LLC in Indonesia is regulated by various laws aimed at creating fair, transparent transactions while avoiding practices that could harm consumers. From a business law perspective, marketing in Indonesia, especially within limited liability companies, plays a crucial role in maintaining the smooth operation of businesses that benefit not only the company but also the wider society, including consumers. Marketing activities by LLC must consistently adhere to the principles of law, including consumer protection and the obligation to ensure transparency in every promotional activity or advertisement. This study employs a normative juridical method with both statutory and conceptual approaches. The analysis is conducted qualitatively through systematic and teleological legal interpretation, supported by secondary legal materials such as academic literature and recent scholarly articles on business law and marketing. The findings reveal that marketing activities of limited liability companies are closely intertwined with business law, as all contracts, promotions, and marketing strategies constitute legal acts that must adhere to the principles of honesty, transparency, and fair competition. Revenue growth through effective marketing can only be achieved sustainably if it is designed in accordance with the principles of good corporate governance and legal compliance. Thus, marketing in the perspective of business law functions not only as a commercial tool but also as an instrument for creating legitimate, ethical, and equitable value for both the company and society.

This study aims to explore the communication strategies implemented in the Corporate Social Responsibility (CSR) blood donation activities organized by McDonald’s in Solo City. The research adopts a descriptive qualitative approach to gain a comprehensive understanding of how communication plays a role in the success of these CSR initiatives. Data were collected through in-depth interviews with relevant stakeholders, direct observations during the CSR events, and the analysis of documentation related to the activities. The findings reveal that interpersonal communication is a key factor in the effective implementation of blood donation CSR programs at McDonald’s Solo City. This approach enables the establishment of strong relationships with strategic partners, particularly the Indonesian Red Cross (Palang Merah Indonesia/PMI) Solo City, which serves as the main collaborator in organizing the events. Furthermore, McDonald’s successfully engages and mobilizes opinion leaders within the community to disseminate information widely and encourage public participation. These opinion leaders, trusted by the local community, play an important role in influencing people’s awareness and willingness to participate in the blood donation activities. The success of the program is also supported by consistent follow-up communication, mutual trust, and the ability to adapt messages to the cultural and social context of the target audience. In conclusion, the research highlights that well-developed interpersonal communication strategies—characterized by trust, collaboration, and community engagement—significantly contribute to the effectiveness and sustainability of CSR blood donation programs. These findings imply that companies aiming to enhance their CSR initiatives should prioritize building and maintaining strong interpersonal communication channels with both partners and the community to achieve impactful and long-term results.

Corporate Social Responsibility (CSR) is currently considered an important activity to be carried out by every company. CSR emphasizes the importance of companies to be committed and establish harmonious relationships with the community, environment, and government. PT Sumber Graha Sejahtera and PT Centra Sarana Pancing are two companies that have routinely implemented CSR. This study aims to analyze the implementation of CSR in Purbalingga Regency, especially in PT Sumber Graha Sejahtera and PT Centra Sarana Pancing. This study uses a qualitative descriptive method with data collection techniques in the form of observation, indeepth interview, and documentation. Although CSR has been implemented routinely, the results of the study indicate that the implementation of CSR is still not optimal and in accordance with applicable provisions. This can be seen from the minimal information related to the implementation of socialization responsibilities, minimal policy communication, minimal company knowledge related to the provisions of CSR implementation, and the absence of a CSR team. So that the company's contribution through CSR has not been implemented optimally.

The special autonomy granted to Aceh Province allows for the implementation of Islamic criminal law (jinayat), yet challenges remain in law enforcement, particularly against corporations that provide facilities for Jarimah. Despite the enactment of Qanun Number 6 of 2014 on Hukum Jinayat, prosecutions have largely focused on individuals, while companies such as hotels, boarding houses, and cafés frequently escape accountability, even when their facilities are used to commit acts such as khalwat, maisir, and zina. This study aims to examine the enforcement mechanisms targeting such corporate entities within the jurisdiction of Banda Aceh City. Employing empirical legal research methods, the study utilizes qualitative analysis based on field observations, interviews with stakeholders, and a review of legal documents. The findings indicate that law enforcement efforts are hampered by five major factors: vague and incomplete legal provisions; limited knowledge and training among investigators; inadequate human resources and supporting infrastructure; a lack of public support; and deeply rooted cultural practices that often favor informal resolutions over formal prosecution. Despite the legal possibility of corporate liability under the qanun, enforcement remains weak due to unclear definitions, particularly concerning intent and the element of facilitation. The study concludes that the effectiveness of law enforcement in this domain is critically undermined by structural and normative deficiencies. Therefore, reform is urgently needed, including amendments to legal texts, comprehensive investigator training, and public engagement strategies to ensure corporate accountability in supporting the implementation of syari’at Islam in Aceh.

This study conducts a comprehensive comparative analysis of one-tier board supervision mechanisms across Indonesia, Malaysia, and Singapore, examining the effectiveness of corporate governance frameworks in emerging market contexts. The research employs a doctrinal normative legal methodology, analyzing statutory instruments including Indonesia's Job Creation Law No. 6 of 2023, Malaysia's Companies Act 2016, and Singapore's Companies Act 1967. The introduction of Indonesia's Individual Limited Liability Company (PT Perseorangan) represents a significant paradigmatic shift from traditional two-tier governance structures, necessitating examination of supervisory adequacy within simplified corporate frameworks. The comparative analysis reveals fundamental disparities in regulatory sophistication, with Malaysia and Singapore demonstrating comprehensive fiduciary duty frameworks, mandatory company secretary requirements, and graduated enforcement mechanisms. In contrast, Indonesia's PT Perseorangan exhibits critical institutional deficiencies, including normative conflicts between statutory provisions, limited directorial responsibility regulation, and inadequate enforcement responsiveness. The findings demonstrate that effective one-tier governance systems require sophisticated institutional support mechanisms extending beyond regulatory simplification. Malaysia's stringent Section 213 fiduciary duty provisions and Singapore's technology-enabled enforcement approach provide robust oversight despite absent traditional supervisory boards. The research establishes that successful governance transitions require institutional preparation rather than mere regulatory amendment, with Indonesia's framework requiring substantial reform incorporating company secretary mandates, comprehensive fiduciary duty provisions, and graduated enforcement systems. These findings contribute to institutional theory literature by demonstrating context-dependent governance effectiveness and provide practical recommendations for enhancing corporate accountability in simplified governance structures within emerging market jurisdictions.

Finansial restructuring is an important strategy in maintaining company sustainability and growth, especially in the face of external and internal pressures. Mergers, acquisitions, and leveraged buyouts (LBOs) are the three main instruments in restructuring strategies used by companies in various sectors. This study aims to systematically review the current academic literature on the impact, challenges, and effectiveness of using mergers, acquisitions, and LBOs in the context of financial restructuring. By reviewing more than 20 sources from academic journals and recent financial reports, this study identifies trends, research gaps, as well as theoretical and practical contributions of each of these instruments. The findings show that all three instruments have significant potential to improve a firm's operational efficiency and capital structure, but also carry substantial risks if not managed strategically.