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All Journal Green Social: International Journal of Law and Civil Affairs
Suherman Suherman
Universitas Pembangunan Nasional ”Veteran” Jakarta
Law, Crime, Criminology & Criminal Justice

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Directors' Liability and Optimization of Legal Protection for the Shareholder Loan Agreement Between PT ASDP Indonesia Ferry (Persero) and PT Indonesia Ferry Properti Muhammad Fahrudin; Suherman Suherman; Atik Winanti
Green Social: International Journal of Law and Civil Affairs Vol. 2 No. 2 (2025): June : International Journal of Law and Civil Affairs
Publisher : International Forum of Researchers and Lecturers

Show Abstract | Download Original | Original Source | Check in Google Scholar | DOI: 10.70062/greensocial.v2i2.201

Abstract

This research aims to analyze the optimization of legal protection and risk mitigation for PT ASDP Indonesia Ferry (Persero) as the lender in a Shareholder Loan (SHL) Agreement with PT Indonesia Ferry Properti, and to examine the legal implications of the PT ASDP directors' liability in the SHL decision-making process. The research method employed is normative juridical with a literature study approach. The findings indicate that although the SHL execution has procedurally met legal principles and Good Corporate Governance (GCG), the optimization of legal protection for PT ASDP requires the enhancement of more proactive post-disbursement fund supervision clauses and, crucially, the implementation of specific collateral to mitigate credit risk, considering the current agreement is still reactive and lacks specific collateral. Furthermore, the directors of PT ASDP bear responsibilities under Article 97 of the Company Law and the principle of fiduciary duty. The Business Judgment Rule (BJR) doctrine can shield directors from personal liability if decisions are made in good faith, with due care, without conflicts of interest, and accompanied by risk mitigation efforts, wherein the implementation of GCG principles is fundamental. Violations may lead to civil, criminal, or administrative liability. This research concludes the importance of contractual strengthening of the SHL and strict adherence to GCG to protect company assets and directors.
The Principle of Legal Certainty of Registration Motion Marks Based on Law Number 20 of 2016 Concerning Trademarks and Geographical Indications Gema Permana Rahman; Suherman Suherman; Diani Sadiawati
Green Social: International Journal of Law and Civil Affairs Vol. 2 No. 2 (2025): June : International Journal of Law and Civil Affairs
Publisher : International Forum of Researchers and Lecturers

Show Abstract | Download Original | Original Source | Check in Google Scholar | DOI: 10.70062/greensocial.v2i2.202

Abstract

In the development of information and technology, there are motion marks circulating in Indonesia in the trade of goods or services. In fact, the moving brand has not received legal protection because moving brands are not regulated as one of the signs regulated in Law Number 20 Year 2016 on Trademarks and Geographical Indications (Trademark Act) so that there is a legal vacuum and a motion marks can not be applied for registration which results in the absence of legal certainty for the community, but other Southeast Asian countries such as Singapore have protected motion marks. It is important to be considered by Indonesia, given the existence of free trade in the Southeast Asian region, namely the ASEAN Free Trade Area (AFTA). This research uses normative juridical research method that analyses the legislation with literature study using comparative and conceptual approaches and analysed with descriptive analytical legal materials. The results of this study found that the regulation of the registration of motion marks in Indonesia is not regulated in the Trademark Act and the trademark registration application does not accommodate the registration of motion marks so that the registration of moving trademarks can not be filed in Indonesia and motion marks also do not get legal protection in Indonesia which results in legal uncertainty. If the motion marks in Indonesia get a legal protection and can be applied for registration, then the Trademark Act should be made changes related to the concept of the definition of trademark, the scope of the protected trademark, and trademark labels in the application for registration of trademarks so that the public get legal certainty related to the registration of motion marks.
Co-Authors Atik Winanti Diani Sadiawati Gema Permana Rahman Muhammad Fahrudin