Legal Protection of Minority Shareholders in Merger Limited Liability Company in Indonesia

Abstract

Companies in various countries are warm take action to strengthen the company financially. One way in which the company and has been a trend of late both domestically and abroad is a merger (amalgamation). Merger activity can affect unprotected minority shareholders should adjust the Limited Liability Company Law and government regulation (PP) provides legal protection for minority shareholders in the merger. The results of this study indicate that the implementation of the merger under the purchase method often harm the rights of minority shareholders. Legal merger, in this case the government regulation (PP) No.27 of 1998 on Merger, Consolidation and Acquisition Company Limited has determined that Article 4 (4) stipulated that the exercise will not stop the implementation of the merger. The law became less protection, while the law is the main entrance creates legal protection. Likewise matter of legal protection for minority shareholders in the merger.The principle of majority rule as one of the pillars of the Limited Liability Company Law, which, if the principle of majority rule is applied can fundamentally potential occurrence of abuse of power that led to the minority shareholders are not powerless in the face of the authority of the majority shareholder. The legal protection of minority shareholders in this case is done by introducing a special vote principle, namely the principle of the silent majority and super majority.

Keywords: Legal Protection of Minority Shareholders, Merger.