A Mudharabah Perspective on the Application of the Business Judgment Rule to the Liability of State-Owned Enterprise Directors (A Study of Ira Puspadewi's Rehabilitation)

Nasywa Adina (Universitas Islam Negeri Sumatera Utara)
Aida Nur Hasanah (Universitas Islam Negeri Sumatera Utara)

Adagium: Jurnal Ilmiah Hukum
Vol 4 No 2 (2026): Adagium: Jurnal Ilmiah Hukum

This article examines the business judgment rule (BJR) in the liability of Indonesian state-owned enterprise directors through PT ASDP Indonesia Ferry’s acquisition of PT Jembatan Nusantara. It also examines mudharabah and the presidential rehabilitation of Ira Puspadewi. Using normative legal research with statutory, conceptual, and case approaches, the study finds that BJR protection requires cumulative proof of absence of fault, good-faith and careful management, freedom from conflicts of interest, and loss-prevention measures. The dissent on due care does not displace the majority’s contrary assessment of abuse of authority. The mudharabah analogy distinguishes normal commercial loss from loss arising from transgression, negligence, or breach of trust, without equating SOE governance with that contract. Presidential rehabilitation is assessed as a separate constitutional act. The article proposes clearer evidentiary standards for directors’ liability.