Legtimacy: Journal of Law and Islamic Law

Reconstructing Corporate Opportunity Doctrine in Indonesia: Addressing Legal Vacuum and Fiduciary Duty

2026-05-14T03:00:32+07:00

The absence of explicit provisions governing the Corporate Opportunity Doctrine in Indonesian Company Law creates a critical legal vacuum, exacerbating agency costs and facilitating fiduciary duty breaches. Opportunistic directors frequently exploit this regulatory void, weaponizing the Business Judgment Rule as a safe harbor against tort claims. Through a functional comparative approach, this article examines mandatory disclosure frameworks in the United States and strict prophylactic rules in Singapore to evaluate fiduciary boundaries. The analysis demonstrates that effective corporate governance requires precise operational limits and absolute transparency. To resolve this doctrinal deadlock, this study proposes a legislative reconstruction by integrating the doctrine into the unique dual board system of Indonesia. The proposed framework mandates proactive disclosure and independent corporate rejection by the Board of Commissioners. Furthermore, introducing disgorgement of profits as an equitable remedy is essential to restore legal certainty, mitigate managerial misconduct, and fully align national corporate governance with rigorous global standards.

Creditor Protection in Bank Spinoffs: A Comparative Analysis of Indonesia and Vietnam

2026-05-18T00:44:39+07:00

Mandatory bank spinoffs introduce systemic asset dilution risks, exposing a critical doctrinal conflict between corporate limited liability and creditor wealth maximization. Through a functional comparative legal approach, this article evaluates creditor protection frameworks under Indonesian and Vietnamese corporate regimes. The analysis reveals that the reliance of Indonesia on procedural notifications establishes a flawed fiction of tacit consent. Driven by high transaction costs and severe information asymmetry, retail creditors inevitably succumb to rational apathy, enabling opportunistic judgment proofing. Conversely, the modernized framework of Vietnam effectively internalizes transition risks by enforcing substantive joint and several liability alongside aggressive central bank interventions. This comparative study demonstrates that procedural mechanisms fail to safeguard fixed claimants against strategic corporate partitioning. Consequently, this article proposes a legislative reconstruction for Indonesia by introducing a mandatory three year joint liability retention period. This prescriptive reform eliminates moral hazard, ensures capitalization stability, and fully aligns national corporate governance standards.

State Conflicts of Interest: Comparative Governance of Indonesian SOEs and Singaporean GLCs

2026-05-22T12:50:07+07:00

This article examines structural dissonance in the governance of Indonesian state-owned enterprises following the enactment of Law Number 16 of 2025, which establishes the BPI Danantara superholding. Operating under a doctrinal legal methodology with a functional comparative approach against Temasek Holdings in Singapore, this study investigates the dogmatic conflict between the Business Judgment Rule and public finance law. The findings reveal that the current legislative framework creates a legal illusion of corporate autonomy. The retention of absolute veto rights through the Golden Share perpetuates political agency costs and nullifies the separate legal entity doctrine. Consequently, state corporate executives remain highly vulnerable to criminal liability under corruption laws for pure business losses. This induces a deeply systemic conservative bias. To resolve this institutional prematurity, this study urges the immediate codification of a Lex Specialis Sovereign Wealth Fund that formally ratifies the Santiago Principles, guarantees constitutional insulation, and establishes independent oversight mechanisms.

Functional Duality of SOEs: Comparative Legal Governance of Indonesia and Singapore's Temasek

2026-05-22T23:56:21+07:00

This article comprehensively examines the normative tension resulting from the functional duality of state enterprises in Indonesia, which remain perpetually trapped between corporate profit maximization and national public service obligations. The establishment of the investment superholding triggers a perilous juridical identity crisis that potentially escalates profound moral hazard risks. Employing a functional comparative legal methodology, this study dissects the governance asymmetry between Indonesia and Temasek Holdings in Singapore. Findings confirm that the domestic public finance legal regime systematically distorts the doctrinal operationalization of the business judgment rule, thereby engendering structural criminalization vulnerabilities over commercial risks. Therefore, this study radically urges legal reconstruction requiring the statutory redefinition of the superholding as a strictly private entity. This prescriptive resolution necessitates the strict codification of absolute safe harbor provisions to mitigate political intervention while simultaneously securing corporate autonomy. This step is essential to harmonize domestic investment governance with global OECD competitive neutrality standards.

Marginalization of Women in Public Sphere Affirmative Policy and Economic Precarity National

2026-05-22T12:41:21+07:00

This study examines the structural marginalization of women in Indonesian public spaces, focusing on political representation and industrial relations. Using normative-empirical legal research methods, this article analyzes the failure of the thirty percent affirmative quota and unilateral termination practices against pregnant workers. Findings reveal that the quota policy has failed due to administrative formalism within political parties and institutional resistance from the General Elections Commission. Meanwhile, market flexibility introduced by the Job Creation Law has exacerbated the economic precarity of female workers through contract manipulation to dismiss pregnant women. These phenomena demonstrate an ontological disconnection between constitutional rights guarantees and sociopolitical reality, rooted in an androcentric patriarchal legal culture. This study concludes that national law requires a radical reorientation toward gender-responsive substantive justice, supported by firm imperative sanctions to dismantle systemic bias within state institutions and private corporations, ensuring comprehensive human rights protection for all women in contemporary Indonesia.

Jaburan Tradition under Islamic Customary Jurisprudence: Legitimizing Local Religious Practices in Rural Mosques

2026-05-18T22:25:06+07:00

This article examines the profound dialectical tension between Islamic law universality and socio-cultural particularity through the jaburan tradition in rural Javanese mosques. Utilizing a socio-legal approach, this study thoroughly integrates doctrinal jurisprudence analysis with empirical field research to evaluate the structural institutionalization of this daily communal practice. The findings demonstrate that jaburan operates not merely as sporadic philanthropy, but as a strictly binding cultural social contract proactively governed by local mosque authorities. Through the strict application of the al-'adah al-muhakkamah maxim, this localized tradition is definitively validated as 'urf shahih 'amali, successfully harmonizing local Javanese philosophies of social cohesion with the fundamental objectives of Islamic law. Consequently, this grassroots institutionalization ultimately exemplifies a functional legal pluralism paradigm wherein micro-level living sharia proves significantly more resilient and adaptable than rigid top-down state law codification in preserving religious identities within an increasingly complex global societal order without triggering any harmful doctrinal deviations.