KONSEP PENGATURAN GUGATAN DERIVATIF PEMEGANG SAHAM MINORITAS TERHADAP KECURANGAN YANG DILAKUKAN DIREKSI DAN KOMISARIS

Abstract

In the regulation of limited liability companies, derivative lawsuits are an important tool for minority shareholders to obtain legal protection against wrongful acts by company management. This article explores the fundamental question of how the law can protect the rights of minority shareholders, with reference to the provisions of Law No. 40/2007 on Limited Liability Companies. The research argues that derivative lawsuits serve as a crucial strategic tool for minority shareholders, enabling them to sue on behalf of the company against directors and commissioners for negligent acts that cause financial loss. This article used the normative method to explain the relevant law and outline the impact of derivative actions. The research findings show that under existing law, a shareholder who owns at least 1/10 of the total shares can represent the company to file legal proceedings for negligent or fraudulent acts of the company's management. The significance of this mechanism is to curb abuse of power by majority shareholders. In addition, the research findings also point to recent litigation instances where derivative suits have effectively served as a protective measure for minority shareholders. Finally, the article proposes arguments for improvements in the legal regulations governing derivative actions, in order to ensure fair treatment for all shareholders and promote good corporate governance practices