Perlindungan Hukum Terhadap Pemegang Saham Minoritas dalam Merger (Penggabungan) Perusahaan Ditinjau dari Undang-Undang Nomor 40 Tahun 2007 tentang Perseroan Terbatas

Abstract

Minority shareholders of a company that merged (the merger) would mind you if the compensation in the form of shares of the beneficiary company of the merger (merger method required). This is caused by the (percentage) of their shares can be guaranteed to be small compared with the previous companies who have not joined. Objection to minority shareholders creates a dilemma situation, where on the one hand, if the merger will continue to be detrimental to the interests of minority shareholders. But on the other hand if the proposed merger will harm the interests canceled a majority of shareholders approved the merger plan. . . . Thus, the Act has played an important role in developing policy to merge (merge) companies, primarily in the interests of minority shareholders. Provisions relating to legal protection for minority shareholders can be found in the provisions of Act No. 40, 2007 about the company limited (Corporations Act). The existence of a controlling shareholder orientation who can benefit from important positions in the management of a company is a direct reference to the need for protection of minority shareholders, such as making rule through the Board of Directors which the Board policy in favor of majority stockholders who could lead the company solely as an alter ego or tool for the interests of large share holders not act in good faith. Abuse by majority shareholder may also entail a merger (fusion) of the company. Merge companies are increasing efforts to change for the better business (restructuring), in which the legal basis for the merge was conducted by the general meeting of shareholders (GMS) Results of General meeting adverse minority shareholders in the fusion (fusion) societies, may be an indication of the position of imbalance of the majority shareholders and minority shareholders. The research, uses of normative method. That is by doing a literature study (library research) is to collect research materials such as books, articles, legislation, internet, and the results of scientific work that can be justified. Further research materials processed, analyzed and described systematically into a single unit in this thesis,