scholarly journals Relevant issues of responsibility of the members of the board of directors

2020 ◽  
pp. 47-55
Author(s):  
Deni Ruslanovich Murdalov
Keyword(s):  
Law Enforcement ◽  
Board Of Directors ◽  
Civil Law ◽  
Limited Liability ◽  
Case Law ◽  
Private Companies ◽  
Public And Private ◽  
The Board Of Directors ◽  
The Subject

This article explores most relevant issues of responsibility of the members of the board of directors in corporations, limited liability companies and joint-stock companies. The object of this research is the relations formed as a result of violations by the members of the board of directors of fiduciary duties imposed upon them. The subject is the norms that regulate responsibility of the members of the oversight council of corporations in civil law, related law enforcement practice, as well as the theoretical provisions of various experts. The main goal of this work consists in determination of relevant problems of the institution of responsibility in form of losses of the members of the board of directors in public and private companies. The scientific novelty lies in the analysis of relevant issues pertinent to responsibility of the members of the board of directors. Detailed analysis is conducted on case law of the courts of superior jurisdiction on the matter. The scientific novelty lies in identification of most urgent problems associated with exercising of authorities of the members of the board of directors and proposal of the mechanisms for improvement of their responsibility in the current legislation, namely with regards to allocation of responsibility for the decisions of higher authorities.  The conclusion is made that the development of the institution of responsibility of the board of directors should correspond with the modern requirements, stimulate economic development, entrepreneurial initiative, allow the subjects of responsibility to predict the consequences of their actions (or inaction), and contribute to efficient fulfillment of their responsibilities.

scholarly journals The concept of civil responsibility of the members of board of directors

2020 ◽  
pp. 1-7
Author(s):  
Deni Ruslanovich Murdalov
Keyword(s):  
Board Of Directors ◽  
Limited Liability ◽  
Case Law ◽  
Negative Consequences ◽  
Civil Responsibility ◽  
Original Definition ◽  
The Board Of Directors ◽  
The Subject ◽  
Definition Of ◽  
Corporate Legislation

The object of this research is the definition of the concept of civil responsibility of the board of directors in corporations. The subject of this research is the theoretical positions of different scholars that correlated with the object in question. The author believes that the topic of responsibility of the members of board of directors requires further examination, since case law on this problematic is relatively small, and essence of the topic carries practical, rather than theoretical character. Therefore, special relevance gains definition of the concept of civil responsibility applicable to responsibility of the members of board of directors in corporations. The author offers an original definition of civil responsibility of the members of board of directors in limited liability companies and joint-stock companies; as well as describes financial negative consequences of for violation of responsibilities imposed upon the members of board of directors by corporate legislation and articles of association. A conclusion is made that the definition of responsibility of the members of board of directors is not unique, as in essence similar by content definition can be used with regards to responsibility of any corporate body in the limited liability companies and joint-stock companies respectively.

scholarly journals Application of the Principles of Business Judgment in the Authoritative Function of Directors of Limited Liability Company in Singaporean and Indonesian Legal Perspectives

2020 ◽  
Vol 9 (3) ◽  
pp. 93
Author(s):  
Daniel Hendrawan ◽  
Emilia Fitriana Dewi ◽  
Subiakto Sukarno ◽  
Isti Raafaldini Mirzanti
Keyword(s):  
Board Of Directors ◽  
Common Law ◽  
Civil Law ◽  
Limited Liability ◽  
Comparative Law ◽  
Corporate Law ◽  
Good Faith ◽  
Limited Liability Company ◽  
The Board Of Directors ◽  
The Difference

The purpose of this study is to analyze the functions and authority of the director of limited liability company in applying business judgment principles, by taking comparative law studies in Singapore's common law and in Indonesia's civil law. By taking emphasis on the authority of directors in representing limited companies both in and out, there are several authorities that are regulated in it. This study was conducted with a comparative law approach, with descriptive qualitative analysis. The results showed that sometimes directors act outside their authority and can harm a limited liability company. On the other hand, that there are actions of the board of directors that are in accordance with their authority but still harm the limited liability company. In this case, the shareholders often hold accountable. In corporate law there is a principle of business judgment where a director cannot be held accountable if the directors are proven to have good faith. The difference between Singapore law and Indonesian law in regulating the authority of directors is the good faith assessment held by directors.

scholarly journals Civil contracts in the area of air transportation: concept, characteristics, classification

2020 ◽  
pp. 35-60
Author(s):  
Natalia Vasilyevna Markevich
Keyword(s):  
Civil Law ◽  
Regulatory System ◽  
Air Transportation ◽  
Case Law ◽  
Legal Regulation ◽  
Air Cargo ◽  
Legal Nature ◽  
The Subject ◽  
Application Classification

The subject of this research is the concept, characteristics and interrelation of contracts in the area of air transportation. The article is dedication to understanding of legal nature and key elements of air contracts, specificity of their theoretical and practical application, classification; as well as aimed at creation of integral concept of regulatory system. Such understanding is acquired from a broad context of civil law literature and case law. Reference to the provisions of civil law doctrine allowed presenting an original view upon the subject matter, and propose recommendations on the improvement of aviation legislation. The main conclusion consists in the fact that civil law regulation of contracts in the area of air transportation is characterized by the existence of special contracts with peculiar features, which define the content of aviation legislation. With regards to each contractual construct, there emerge various question not only from the perspective of legal regulation and law enforcement (overbooking in the contract of air transportation of passengers), but also scientific approaches toward determination of the concept and nature of a particular contract (qualification of the shipping agreement as a bilateral or multilateral, legal nature of the shipping agreement for air cargo). The absence of universal understanding and interpretation of concept, contradiction of legislation, existence of legal gaps do not contribute to uniformity of aviation legislation, making it complicated for studying and application. The author also reviewed draft laws on regulation of air transportation and separate clauses thereof. Presented analysis reflects only few problematic aspects in the area of air transportation. The acquired results can be used in theoretical legal research, as well as legislative and practical activities.

scholarly journals Deed Legal Ad / ART PT Perkebunan Nusantara IX After The Consolidated PTP XV-XVI (Persero) With PTP XVIII (Persero)

2018 ◽  
Vol 1 (3) ◽  
pp. 687
Author(s):  
Meilyna Dwijanti ◽  
Amin Purnawan
Keyword(s):  
Board Of Directors ◽  
Research Method ◽  
Qualitative Method ◽  
Limited Liability ◽  
Secondary Data ◽  
Limited Liability Company ◽  
Legal Research ◽  
Dividend Distribution ◽  
The Board Of Directors

The purpose of this study was to determine the legality of the deed of AD / ART PT Perkebunan Nusantara IX after the consolidation of PTP XV-XVI (Persero) with PTP XVIII (Persero). This research method using normative legal research. The data used is secondary data that is material that provides an explanation of primary legal materials; in the form of deed of AD / ART PT Perkebunan Nusantara IX. Data were analyzed by descriptive qualitative method. The results showed Deeds AD / ART PT Perkebunan Nusantara IX Post-Consolidation PTP XV-XVI (Persero) With PTP XVIII (Persero), in accordance with the process and the provisions of the legislation in force. In the Deed clearly contain 1) the name and domicile of the Company; 2) the purpose and objectives and business activities of the Company; 3) The period of the founding of the Company; 4) the amount of the authorized, issued and paid-up capital; 5) the number of shares, class of shares if there is a following for each classification number of shares, the rights attached to each share, and the nominal value of each share; 6) the name of position and the number of members of the Board of Directors and Board of Commissioners; 7) determination of the place and manner of implementation of the GMS; 8) procedures for the appointment, replacement, dismissal of members of the Board of Directors and Board of Commissioners; 9) procedures for the use of profits and dividend distribution. replacement, dismissal of members of the Board of Directors and Board of Commissioners; 9) procedures for the use of profits and dividend distribution. replacement, dismissal of members of the Board of Directors and Board of Commissioners; 9) procedures for the use of profits and dividend distribution.Keywords: Legality; Deeds; AD / ART; Limited Liability Company; BUMN.

scholarly journals Vertical deadlock in public corporations

2020 ◽  
pp. 56-64
Author(s):  
Deni Ruslanovich Murdalov
Keyword(s):  
Law Enforcement ◽  
Civil Law ◽  
Case Law ◽  
Joint Stock Company ◽  
Stock Company ◽  
The Public ◽  
Public Corporations ◽  
The Subject ◽  
Oversight Committee

This work explores the problem of directorial board execution of the competency of voiding a contract with the registrar in public commercial corporate legal entities. The author provides a number of arguments that allow designating the aforementioned authority of the public joint-stock company as a deadlock situation. Based on the latter, classification is carried out on the deadlocks by level of their emergence into horizontal and vertical, describing characteristic traits of the vertical deadlock. The subject of this research is comprised on the norms that regulate the competence of the members of the oversight committee of corporations in civil law, pertinent law enforcement practice, as well as theoretical positions of various experts. The scientific novelty of this research consists in the analysis of the relevant practical issues associated with emergence of deadlock situations due to the activity of the directorial board. Detailed study and analysis is conducted on the case law of the courts dealing the problems of horizontal deadlock situations. The results of this work include proposed classification of deadlocks by the level of their emergence into horizontal and vertical; definitions of the horizontal and vertical deadlocks; examination of the mechanisms of resolution of horizontal deadlocks.

scholarly journals KELEMAHAN NORMATIF PENGATURAN TINDAK PIDANA DALAM PASAL 2 DAN PASAL 3 UNDANG-UNDANG NOMOR 31 TAHUN 1999 TENTANG PEMBERANTASAN TINDAK PIDANA KORUPSI DAN PERUBAHANNYA SERTA UPAYA PENYEMPURNAANNYA DALAM RANGKA PEMENUHAN KEWENANGAN DIREKSI BUMD YANG BERBENTUK

Legal Spirit ◽  
2020 ◽  
Vol 4 (1) ◽  
Author(s):  
Billy Pahlevy Islamy
Keyword(s):  
Law Enforcement ◽  
Board Of Directors ◽  
Limited Liability ◽  
Company Law ◽  
Limited Liability Company ◽  
Legal Certainty ◽  
Business Judgment Rule ◽  
The Board Of Directors ◽  
The Republic ◽  
Principle Of Legality

The results of this research are as follows: First, Article 2 and Article 3 of the Anti-Corruption Act does not meet the principles in the formulation of a crime namely lex certa (must be clear and not multiple interpretations) and lex stricta means the formulation of the criminal act must be interpreted firmly and strictly and is prohibited from analogizing so it is not prohibited from analogizing. reflecting legal certainty and contradicting Article 28 D paragraph (1) of the 1945 Constitution of the Republic of Indonesia. The limitation for the Board of Directors to achieve legal certainty and justice is the application of the Business Judgment Rule principle as regulated in the Limited Liability Company Law. Law enforcers must always pay attention and uphold the principle of legality in law enforcement, which reflects legal certainty.Key words: Corruption Crime, Board of Directors Authority, Regional Owned Enterprises (BUMD) Persero Company.

Meetings Requested by Members

2020 ◽  
Author(s):  
Leslie Kosmin ◽  
Catherine Roberts
Keyword(s):  
Board Of Directors ◽  
General Meeting ◽  
Best Interests ◽  
Annual General Meeting ◽  
Private Companies ◽  
Public And Private ◽  
Generic Term ◽  
The Board Of Directors ◽  
A Company ◽  
Do So

In accordance with their general powers of management the board of directors of a company are empowered to convene general meetings of members whenever they consider it to be in the best interests of the company to do so and whenever it is necessary. Prior to CA 2006 such meetings were known as extraordinary general meetings so as to distinguish them from the annual general meeting which used to be compulsory for both public and private companies. Under CA 2006 the term ‘extraordinary general meeting’ is no longer used. It is replaced by the generic term ‘general meeting’. The power to convene a meeting is to be found in the articles of association and appears, for example, in reg 37 of the 1985 Table A.

scholarly journals LEGAL AGREEMENT AD/ART “PT. PERKEBUNAN NUSANTARA IX” AFTER THE CONSOLIDATED PTP XV-XVI (PERSERO) WITH PTP XVIII (LIMITED)

2018 ◽  
Vol 5 (2) ◽  
pp. 197
Author(s):  
Achmad Jumeri Pamungkas ◽  
Meilyna Dwijanti
Keyword(s):  
Board Of Directors ◽  
Limited Liability ◽  
Limited Liability Company ◽  
Legal Basis ◽  
Management Company ◽  
Dividend Distribution ◽  
The Board Of Directors

Articles of Association of the Limited Liability Company is a legal basis that is used as reference in the management of the Company. The company can carry out cooperation with other parties. One such partnership is the amalgamation or consolidation of one or two companies into a single management company. in accordance with the process and the provisions of the legislation in force. In the Agreement clearly contain 1) the name and domicile of the Company; 2) the purpose and objectives and business activities of the Company; 3) The period of the founding of the Company; 4) the amount of the authorized, issued and paid-up capital; 5) the number of shares, class of shares if there is the following number of shares for each classification, the rights attached to each share, and the nominal value of each share; 6) the name of position and the number of members of the Board of Directors and Board of Commissioners; 7) determination of the place and manner of implementation of the GMS; 8) procedures for the appointment, replacement, dismissal of members of the Board of Directors and Board of Commissioners; 9) procedures for the use of profits and dividend distribution.

scholarly journals PROGRESIFITAS HUKUM PENGEMBALIAN DEVIDEN SAHAM INTERIM PERSEROAN TERBATAS PADA UUPT NO.40 TAHUN 2007

2021 ◽  
Vol 5 (1) ◽  
pp. 1
Author(s):  
Bella Mutiara Wahab
Keyword(s):  
Board Of Directors ◽  
Research Method ◽  
Stock Exchange ◽  
Limited Liability ◽  
Company Law ◽  
Limited Liability Company ◽  
Conceptual Approach ◽  
Dividend Distribution ◽  
The Board Of Directors ◽  
Annual Book

AbstractProgressive law must place the law in a very close position with the law's community or stakeholders. This position is called responsive, progressive law and is always associated with stakeholders' reality and needs to create justice and happiness as law aspired itself. Also, progressive law emphasizes social integration to overcome public moral insularity.Starting from the viewpoint of progressive law, the author looks at the laws and regulations that discuss the return of interim dividends as stated in the Limited Liability Company Law No. 40 of 2007, article 72, article 72 states that companies allow rules related to dividend distribution in a temporary (interim) way. The article is then interpreted as that if the company has positive profits, the company is allowed to distribute dividends before the company closes the book at the end of the year, provided that the board of directors officially announces the distribution with the approval of the GMS that the positive profits obtained by the company before closing the book will come as dividends interim. As a result, the company competes to distribute interim dividends to increase and show its credibility to investors. It was recorded on the Indonesian stock exchange (IDX) that in September 2020, 73 companies distributed interim dividends.However, article 72 paragraph 5 of the Limited Liability Company Law No. 40 of 2007 explains that if after the company distributes interim dividends to shareholders and at the end of the closing of the annual book the company suffers a loss, the shareholders must return the dividends they have received. If the shareholder does not return it, the directors and commissioners are jointly responsible for covering the company's losses.This viewpoint is the basis for finding the location of the value and form of legal progressivity regarding the mechanism of interim share dividends in limited liability companies as stated in UUPT No.40 of 2007 Article 72 using a normative research method with a conceptual approach. 

scholarly journals COMMERCIAL TRANSACTION: FEATURES OF LEGAL REGULATION

2021 ◽  
Vol 37 (1) ◽  
pp. 75-79
Author(s):  
R.D. Farkhutdinov ◽  
Keyword(s):  
Law Enforcement ◽  
Research Methods ◽  
Civil Law ◽  
Legal Regulation ◽  
Public And Private ◽  
Conceptual Apparatus ◽  
Private Interests ◽  
Legal Limits ◽  
Commercial Transaction ◽  
Individual Features

The article suggests and justifies the concept of "commercial transaction" is currently not fixed in civil legislation as a civil definition, while a number of scientists have repeatedly justified the need and importance of fixing such a concept to solve a number of problems in legal regulation. In addition, it offers ways to solve the problem of the conceptual apparatus of the practice of separate consideration of "commercial transactions" in civil law, which allows solving a number of practical problems of law enforcement. The article uses comparative, formal-legal and functional research methods. The article identifies individual features of a commercial transaction, the legal limits of mutual synthesis of public and private interests, and determines the forms of protection of such interests.

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