Awang Long Law Review
Vol. 7 No. 2 (2025): Awang Long Law Review

LEGAL PROTECTION OF MINORITY SHAREHOLDERS INTERESTS IN MERGER ACTIONS

Puspita, Lidya (Unknown)
Gunadi, Ariawan (Unknown)



Article Info

Publish Date
31 May 2025

Abstract

partnership, distinguishing it from other business entities that emphasize personal relationships. This legal framework has made limited liability companies attractive to investors, particularly through strategic actions like mergers, which aim to enhance capital structure, competitiveness, and operational efficiency in a dynamic global economy. However, mergers often raise concerns about the protection of minority shareholders, who face potential marginalization due to the dominance of majority shareholders in decision-making processes. This study evaluates the effectiveness of legal protections for minority shareholders in merger actions under the Company Law, identifies gaps in implementation, and proposes policy recommendations to ensure equitable governance. Employing a normative legal research method, the study analyzes primary legal materials (legislation), secondary materials (scholarly literature), and tertiary sources (legal dictionaries). Findings reveal that while the Company Law provides preventive and repressive protections, such as the right to sell shares at a fair price (Article 62) and mandatory general meeting approvals, practical implementation often fails to address power imbalances. Minority shareholders frequently lack influence, and mechanisms like fair price determination are susceptible to manipulation. The study concludes that stronger oversight, enhanced transparency, and stricter enforcement are essential to safeguard minority shareholders’ rights, ensuring mergers align with principles of fairness and good corporate governance.

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Journal Info

Abbrev

awl

Publisher

Subject

Law, Crime, Criminology & Criminal Justice

Description

Awang Long Law Review known as the ALLRev launched on November 1, 2018 and inaugurated formally by Chairman of the Awang Long School of Law. Besides "The Juris" Journal of Legal Sciences, Awang Long Law Review (ALLRev) is the official journal of the Awang Long School of Law published biannually (May ...