Al-Qadha: Jurnal Hukum Islam dan Perundang-Undangan
Vol. 12 No. 2 (2025): Al-Qadha: Jurnal Hukum Islam dan Perundang-Undangan

The Business Judgment Rule in State-Owned Enterprise: Legal Pluralism of Islamic, State and Customary Law

Meli Pransiska Simanjuntak (Universitas Muhammadiyah Sumatera Utara, Indonesia)
Muhammad Arifin (Universitas Sumatera Utara)
Zainuddin Zainuddin (Universitas Sumatera Utara)



Article Info

Publish Date
25 Feb 2026

Abstract

The strengthening of the Business Judgment Rule through Law Number 16 of 2025 concerning the Fourth Amendment to Law Number 19 of 2003 concerning State-Owned Enterprises (SOEs) has not fully eliminated the tension between the corporate law regime and the state finance regime in determining the limits of liability for the board of directors of SOEs. This research aims to analyze the post-reform regulatory construction of the Business Judgment Rule and to reconstruct the directors' liability standards through a legal pluralism approach. This study employs a normative legal research method with statutory and conceptual approaches, utilizing descriptive-analytical and prescriptive techniques to qualitatively analyze primary and secondary legal materials. The findings indicate that formal-positivistic legislative amendments alone are insufficient to resolve this paradigm conflict. Consequently, this research develops the "Pluralistic Responsive Corporate Governance Model" (PRCGM), which operationalizes the Business Judgment Rule by integrating the formal procedural certainty of state law, the transcendental ethical accountability of Islamic law (amanah, masuliyah, and maslahah), and the socio-communal legitimacy of customary law (musyawarah, mufakat, and propriety). Theoretically, this study extends the existing literature by shifting the discourse away from rigid corporate-criminal binaries toward an integrative socio-legal framework; practically, it provides a balanced evaluation matrix for lawmakers and law enforcement agencies to objectively assess legitimate business risks.

Copyrights © 2025






Journal Info

Abbrev

qadha

Publisher

Subject

Religion Law, Crime, Criminology & Criminal Justice Social Sciences

Description

Al-Qadha Journal focuses on the study of Law which is an article of research results and academic thought, this journal is a communication medium for academics, experts, and researchers who care about studying Islamic law and law. The scope of writing is determined in the al-Qadha journal; ...