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All Journal Jurnal Ekonomi, Manajemen, Akuntansi PESHUM
Bagus Satrio Utomo
Universitas Muhammadiyah Cileungsi
Humanities Economics, Econometrics & Finance Education Social Sciences

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Application of the Business Judgment Rule to State-Owned Enterprises: A Comparative Study Across Countries Bagus Satrio Utomo
PESHUM : Jurnal Pendidikan, Sosial dan Humaniora Vol. 5 No. 3: April 2026
Publisher : CV. Ulil Albab Corp

Show Abstract | Download Original | Original Source | Check in Google Scholar | DOI: 10.56799/peshum.v5i3.13323

Abstract

The business judgment rule (BJR) is a legal principle that protects corporate directors and officers from liability for decisions made in their official capacity, provided they acted in good faith, with due care, and in the best interests of the company. While the BJR is well established in the context of private corporations, its application to state-owned enterprises (SOEs) raises complex issues due to their unique ownership structures, governance frameworks, and public accountability requirements. This article conducts a thorough comparative analysis of the application of the BJR to SOEs across different jurisdictions, examining the legal principles, judicial precedents, and regulatory regimes that shape the scope and contours of the BJR in the SOE context. The article identifies common themes and divergences in the approach of courts and policymakers to this issue, and evaluates the tensions between entrepreneurial discretion and public oversight that arise when applying the BJR to SOEs. Based on this analysis, the article proposes a framework for optimizing the BJR regime for SOEs, including recommendations for statutory reforms, superior governance methods, and judicial standards that can help balance the competing interests at stake. The article aims to provide valuable insights and guidance for policymakers, regulators, courts and SOE leaders grappling with the challenges of applying the BJR in different legal and institutional contexts worldwide.
The Dialectics of Rent-Seeking and Value Creation: An Economic Analysis of Constitutional Constraints in Indonesia’s Danantara Bagus Satrio Utomo; R Edi Sewandono; Novita Triyatun; Herry Respati Kusuma; Ince Ahmad Zarqan
EKOMA : Jurnal Ekonomi, Manajemen, Akuntansi Vol. 5 No. 5: Juli 2026
Publisher : CV. Ulil Albab Corp

Show Abstract | Download Original | Original Source | Check in Google Scholar | DOI: 10.56799/ekoma.v5i5.16623

Abstract

The establishment of Badan Pengelola Investasi Daya Anagata Nusantara (Danantara) represents a paradigmatic shift in Indonesia’s state capitalism, consolidating state-owned enterprise assets exceeding USD 57 billion within an unprecedented super-holding governance structure. This article employs constitutional political economy and economic analysis of law to interrogate the hypothesis that institutional designs permitting high executive discretion without adequate constitutional constraints generate exponential agency costs. Through comparative institutional analysis contrasting Danantara with Temasek Holding, Khazanah Nasional, and 1MDB as a counterfactual failure, this study applies Jensen and Meckling’s (1976) agency theory, Williamson’s (1985) transaction cost economics, and North and Weingast’s (1989) credible commitment framework to evaluate the efficiency implications of presidential appointment authority. The analysis demonstrates that Danantara currently occupies a suboptimal position on the institutional possibility frontier, positioned within a rent-seeking zone characterized by high political interference risk and moderate transparency. The article argues that legal legitimacy depends upon implementing credible commitment mechanisms, specifically constitutionalized investment mandates, arm’s length director selection procedures, and minority shareholder protections, that constrain ultra vires risks while preserving operational efficiency. These findings demonstrate that without adequate institutional engineering, asset consolidation amplifies agency costs multiplicatively through cascading principal-agent relationships, potentially resulting in welfare losses exceeding 8–12 percent of assets under management.
Co-Authors Herry Respati Kusuma Ince Ahmad Zarqan Novita Triyatun R Edi Sewandono