RESPONSIBILITY OF MAJORITY SHAREHOLDERS IN ADOPTING LIMITED LIABILITY COMPANY POLICIES AFFECTING MINORITY SHAREHOLDERS IN TERMS OF BUSINESS JUDGMENT RULE AND GOOD FAITH PRINCIPLES

Abstract

In an increasingly complex world, humans frequently do business not only alone but more often in groups which is very profitable because it can produce enough significant capital. One form of the joint venture is a limited liability company (LLC), a business with capital divided into shares. This shared ownership can determine the policy direction in the LLC, and there is a majority shareholder. The policies taken by the majority shareholder can sometimes harm the company if the shareholder does not use good faith. Law No. 40 of 2007 on LLCs does not regulate good faith in the majority shareholder. This ambiguity can make the majority shareholder to harm the minority shareholder because of the bad faith made by the majority shareholder toward the assessment or policymaking in the LLC that the business judgment rule principles are the responsibility of the majority shareholder. This research aims to know and understand the majority shareholder's responsibilities by looking at the aspect of good faith in policy-making in the LLC and applying the business judgment rule principles in policymaking by the majority shareholder so as not to the detriment of the minority shareholders. This research used normative juridical research methods using literature as the primary material to explore information in applying business judgment rules in several countries. Common law countries first proposed the principle of business judgment rule. Indonesia absorbed this principle incorporated into Law No. 40 of 2007 on LLCs, where the implementation of this principle concerns only the management, in this case, the director, but not the shareholders. Keywords : Business Judgment Rule, Good Faith, Majority Shareholder, Responsibility DOI： https://doi.org/10.35741/issn.0258-2724.58.2.25