p-Index From 2021 - 2026
0.408
P-Index
This Author published in this journals
All Journal Awang Long Law Review
Maisyarah
University of August 17, 1945, Samarinda, Indonesia

Published : 2 Documents Claim Missing Document
Claim Missing Document
Check
Articles

Found 2 Documents
Search

A MODEL OF SAFEGUARD CLAUSES IN COOPERATIVE INVESTMENT CONTRACTS: INTEGRATING THE PRINCIPLES OF PRUDENCE, TRANSPARENCY, AND MEMBER PROTECTION Fatimah Asyari; Maisyarah
Awang Long Law Review Vol. 9 No. 1 (2026): Awang Long Law Review
Publisher : Sekolah Tinggi Ilmu Hukum Awang Long

Show Abstract | Download Original | Original Source | Check in Google Scholar | DOI: 10.56301/awl.v9i1.2438

Abstract

The need for capital, technology, and expanded business networks increasingly encourages cooperatives to establish investment relationships with external parties. Although such relationships may strengthen business capacity, they may also generate legal risks arising from information and bargaining asymmetries, the ultra vires exercise of authority by the Management Board, misclassification of funds, conflicts of interest, disproportionate risk allocation, and investor dominance that may undermine member control. This study examines the weaknesses in the legal construction of cooperative investment contracts and formulates a model of safeguard clauses integrating the principles of prudence, transparency, and member protection. It employs a normative legal research method using statutory, conceptual, and contractual approaches. The legal materials are analysed prescriptively through systematic interpretation and legal construction. The findings demonstrate that cooperative law, contract law, and regulations governing equity participation capital provide a legal basis for determining the authority of cooperative organs, contractual validity, and the relationship between cooperatives and investors. Nevertheless, these legal frameworks have yet to establish comprehensive minimum contractual standards applicable to the various forms of cooperative investment. This study proposes a model comprising clauses on due diligence and disclosure; approval by the General Meeting of Members for material investments; representations and warranties; classification and use of funds; limitations on investor control; risk allocation and asset protection; conflict-of-interest controls; reporting and auditing; personal data protection; changed circumstances; default, termination, and remedies; and multi-tiered dispute resolution. The model positions the contract as an instrument of governance and risk control that ensures investment certainty without compromising cooperative autonomy or democratic member control.
LEGAL LIABILITY OF THE MANAGEMENT OF MERAH PUTIH VILLAGE/SUBDISTRICT COOPERATIVES IN MANAGING PUBLIC FUNDS: AN INTEGRATED LAYERED LIABILITY MODEL Maisyarah; Fatimah Asyari
Awang Long Law Review Vol. 9 No. 1 (2026): Awang Long Law Review
Publisher : Sekolah Tinggi Ilmu Hukum Awang Long

Show Abstract | Download Original | Original Source | Check in Google Scholar | DOI: 10.56301/awl.v9i1.2439

Abstract

The establishment of Koperasi Desa/Kelurahan Merah Putih (KDMP), or Merah Putih Village/Subdistrict Cooperatives, as an instrument for strengthening village- and subdistrict-based economies raises a distinct legal issue when cooperative management intersects with public financing and public interests. The central issue concerns the legal boundaries between legitimate business risk, the institutional liability of the cooperative as a legal entity, the personal liability of its management, and public accountability when losses arise from fund management. This study aims to construct a legal liability framework for KDMP management in managing public funds. It employs normative legal research using statutory and conceptual approaches, supplemented by a limited case approach. Legal materials are qualitatively analyzed through legal interpretation, systematization, argumentation, and prescriptive analysis. The findings demonstrate that neither financial losses nor government involvement in KDMP financing automatically gives rise to the personal liability of management or public accountability. The attribution of liability must instead be determined by the legal status of the funds, the scope of management authority, compliance with fiduciary duties and prudential principles, attributable fault, causation, and the nature of the resulting loss. This study proposes an Integrated Layered Liability Model, consisting of six sequential tests: the Source and Status of Fund Test, Authority Test, Fiduciary Duty Test, Prudential and Compliance Test, Fault Test, and Causation and Loss Test. These tests distinguish four possible legal outcomes: legitimate business risk, institutional liability, personal liability, and public accountability. The study further introduces the concept of a liability transition point, referring to the juridical threshold at which a consequence initially falling within legitimate business risk or institutional liability shifts into the personal liability of management and/or public accountability.