Determining Quorum of Attendance and Decision Making In the General Meeting of Shareholders Based on Court Stipulation Due To the Neglectful Absence of the Majority Foreign Shareholder in a Joint Venture Company (A Foreign Capital Investment Analysis

Authors

Ari Wahyudi Hertanto, Faculty of Law Universitas Indonesia

Abstract

The General Meeting of Shareholders (GMS) is one of the company’s organs with the significant role of determining the business course and other issues related to corporate actions; as it is granted by law to the shareholders of the company. Any decision can be made in the GMS; such as determining the shareholders’ unanimous concurrence on the proposed meeting agenda or even if the results of the meeting are actually contrary to such agenda caused by dissenting among themselves. However, the GMS can also pose certain obstacles in situations where one or more shareholders (that appear to be a majority shareholder) fail to act in good faith or have an internal dispute with other shareholder(s) in the company. The shareholder concerned can use such majority position to cause a dead-lock in the GMS, as a result of which the rest of the shareholder(s) are unable to make any decisions concerning the proposed GMS agenda. The aim of this article is to look at the effectiveness of Article 86 of the Indonesian Company Law for the purpose of overcoming the above described situation. The said Article 86 was formulated without considering the possibility of shareholders intentionally undertaking such unlawful measures. Moreover, the article is aimed at observing the concordance between the Indonesian Company Law and the Indonesian Procedural Law

References

Books

M. Yahya Harahap,(2011), Hukum Perseroan Terbatas (Limited Liability Com[1]pany Law), third edition, PT. Sinar Grafika, Jakarta.

_______________, (2005), Hukum Acara Perdata tentang Gugatan, Persidangan,

Penyitaan, Pembuktian dan Putusan Pengadilan (Civil Procedural Law

about Claim, Hearing, Seizure, Substantiation and Court Decision), sec[1]ond edition, PT. SinarGrafika, Jakarta.

Low CheeKeong, Introduction the Corporate Governance Debate, Corporate

Governance an Asia Pacific Critique, Sweet & Maxwell Asia a Thompson

Company

Websites

http://prayitnobambang.blogspot.com/2011/11/bab-i-kontrak-joint-ven[1]ture.html

http://legal-dictionary.thefreedictionary.com/Joint+Venture

Recommended Citation

Hertanto, Ari Wahyudi (2012) "Determining Quorum of Attendance and Decision Making In the General Meeting of Shareholders Based on Court Stipulation Due To the Neglectful Absence of the Majority Foreign Shareholder in a Joint Venture Company (A Foreign Capital Investment Analysis," Indonesia Law Review: Vol. 2: No. 3, Article 2.
DOI: 10.15742/ilrev.v2n3.21
Available at: https://scholarhub.ui.ac.id/ilrev/vol2/iss3/2