Reconstruction of Roles and Responsibilities of The Board of Directors in Share Repurchase in Limited Liability Company Based on Fair Values

Liabilty Company

Authors

  • Anis Mashdurohatun Universitas Islam Sultan Agung
  • Lenny Mutiara Ambarita Unissula Semarang Indonesia
  • Gunarto Unissula Semarang Indonesia

DOI:

https://doi.org/10.24297/jssr.v15i.8527

Keywords:

Roles, Responsibilities, Directors, Liability, Company

Abstract

This research aims to find out the roles and responsibilities of the board of directors in repurchasing shares in limited companies that have not been fair and to reconstruct the roles and responsibilities of the board of directors in repurchasing shares in limited companies based on fair values. This research is a sociolegal research, that is, an alternative approach that tests doctrinal studies of law. The word 'socio' in sociolegal represents the correlation between the context in which the law is located (an interface with a context within which law exists). It was found that the Board of Directors is jointly and severally liable for losses suffered by shareholders in good faith, arising from repurchases that are null and void due to the law. This does not provide fair/balanced legal protection for the parties. The fair values in buying shares are to provide balanced and proportional legal protection. Reconstruction of the roles and responsibilities of the Board of Directors in the repurchase of shares in a limited company based on fair values by carrying out reconstruction of Article 37 paragraph (3) and (5) of Law Number 40 Year 2007 concerning Limited Liability Companies.

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Author Biographies

Anis Mashdurohatun, Universitas Islam Sultan Agung

Faculty of Law

Lenny Mutiara Ambarita , Unissula Semarang Indonesia

Doctoral program of Law, Faculty of Law 

Gunarto, Unissula Semarang Indonesia

Faculty of Law

References

Ahmad Yani and Gunawan Widjaja, Limited Liability Company, Jakarta: PT. Raja Grafindo Persada, 2003

Bryan A. Garner, Black’s Law Dictionary, Eight Edition, St. Paull-Minn: West Publishing, 2004

Chatamarrasjid, Breaking the Company's Veil and Actual Problems with Company Law, Bandung: Citra Aditya Bakti, 2004

Gunawan Widjaja, Board of Directors Responsibility for Bankruptcy of the Company, Jakarta: PT. Raja Grafindo Persada, 2003 http://www.tarjoni.com/aturan_buy_back_saham, accessed on October 14, 2018

I.G. Ray Wijaya, Corporate Law, Jakarta: Megapoint Division and Kesaint Blanc, 2000

Misahardi Wilamarta, Minority Shareholder Rights in the Context of Good Corporate Governance, Jakarta: Postgraduate Program, Faculty of Law, University of Indonesia, 2002

Munir Fuady, Limited Liability Company, New Paradigm, Bandung: Citra Aditya Bakti, 2003

Sally Putri, Juridical Review of the Buyback of Public Company Shares After the Establishment of the Financial Services Authority, Thesis, Medan: Universitas Sumatera Utara, 2014

Sulistyowati Irianto and Shidarta (ed), Legal Research Methods, Constellation and Reflection, Jakarta: Obor Indonesia Foundation, 2009 Law Number 40 of 2007 Concerning Limited Liability Companies

Published

2020-01-25

How to Cite

Mashdurohatun, A., Ambarita , L. M. ., & Gunarto. (2020). Reconstruction of Roles and Responsibilities of The Board of Directors in Share Repurchase in Limited Liability Company Based on Fair Values: Liabilty Company. JOURNAL OF SOCIAL SCIENCE RESEARCH, 15, 27-33. https://doi.org/10.24297/jssr.v15i.8527

Issue

Section

Articles