<![CDATA[This article examines the juridical tension arising from the treatment of internal governance documents, such as Standard Operating Procedures (SOPs), as evidentiary bases for criminal liability in Indonesian State-Owned Enterprises (BUMNs). Under the dual legal regime governing BUMNs, corporate decisions are subject both to commercial principles under Law No. 40 of 2007 and to anti-corruption statutes under Law No. 31 of 1999 as amended. This duality creates a normative conflict wherein deviations from internal procedural documents are increasingly construed by law enforcement as “unlawful acts” (perbuatan melawan hukum), thereby satisfying a key element for corruption charges under Articles 2 and 3 of the Anti-Corruption Law. Such an approach effectively circumvents the Business Judgment Rule (BJR), a doctrine codified in Article 97(5) of Law No. 40 of 2007, which is designed to protect directors acting in good faith and with due care. Through juridical-normative analysis and case law review, including the Supreme Court’s acquittal of Karen Agustiawan, the study demonstrates that conflating administrative non-compliance with criminal conduct undermines corporate autonomy and deters strategic risk-taking. The article further analyzes the ambiguity surrounding the legal status of BUMN assets, rooted in the conflicting definitions in Law No. 17 of 2003 on State Finance and Law No. 19 of 2003 on BUMNs, which facilitates the mischaracterization of business losses as state financial losses. Comparative insights from Temasek Holdings and Mubadala highlight the importance of clear legal separation between state ownership and corporate management. The paper concludes with recommendations for legislative clarification, judicial guidance through a Supreme Court circular, and the adoption of principle-based internal governance frameworks to align BUMN operations with corporate law doctrine and protect legitimate business judgment.]]>
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