DOKTRIN BUSINESS JUDGMENT RULE DAN FIDUCIARY DUTY DALAM UNDANG-UNDANG NOMOR 40 TAHUN 2007 TENTANG PERSEROAN TERBATAS TERHADAP PERKARA PERDATA GUGATAN PERBUATAN MELAWAN HUKUM DIREKTUR PT KMI

Abstract

This thesis discusses Business Judgement Rule and Fiduciary Duty doctrine which contained in Law Regulation 40/2007 and its application in a civil case against the law lawsuit. The aim is to find out how the legal efforts that can be taken in case of Fiduciary Duty infringement and to know how the doctrine of the Business Judgement Rule protects every action to a director in a limited liability company policies and action. Based on Black's Law Dictionary, Fiduciary Duty is a duty to act for someone else�s benefit, while subordinating one�s personal interests to that of the other person.It is the highest standard of duty implied by law. Business Judgement Rule by Black's Law Dictionary is the rule shields directors and officers from liability for unprofitable or harmful corporate transactions if the transactions were made in good faith, with due care, and within the directors or officers authority. Shareholders can sue director to a court if found an infringement in Fiduciary Duty and if the director can prove it does not a Fiduciary Duty infringement then director will get the protection from the Business Judgement Rule. The purpose of this study was to find out how the legal efforts that can be taken in case of infringement by the director of a company that violates laws and regulations that apply specifically related to the violation of Fiduciary Duty and find out how the doctrine of the Business Judgement Rule protects every action director in a limited liability company. The conclusion is obtained based on primary data generated from field studies as compared with secondary data generated from the literature research. After analysis the data research after analysis showed that the Civil Code includes provisions that give way how the shareholders of a limited liability company who felt their rights violated by the directors must act to restore their right to it without breaking the law by asking the court for help and get the problem solved decision that can be run. With the judge as a third-party dispute among matter between shareholders and Director, it is expected that there will be a fair decision on this matter under consideration and proper examination. Shareholders can sue directors to the court if found some Fiduciary Duty violation but if the directors can prove that there is no Fiduciary Duty violation then directors will get the protection from the Business Judgement Rule doctrine