Legal Analysis of Articles of Association Amendments That Cause Share Dilution: Implications for Minority Shareholders' Rights
This study analyzes the juridical validity of amendments to articles of association that lead to share dilution and their implications for minority shareholders in Indonesian corporate law. The urgency arises from the growing number of corporate actions that, while procedurally legal, result in sub...
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| Format: | Article |
| Language: | English |
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Magister Hukum Universitas Semarang
2025-06-01
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| Series: | Jurnal USM Law Review |
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| Online Access: | https://journals.usm.ac.id/index.php/julr/article/view/12069 |
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| author | Nathanael Ezekiel Ferdinandus Zulvacar Ariawan Gunadi |
| author_facet | Nathanael Ezekiel Ferdinandus Zulvacar Ariawan Gunadi |
| author_sort | Nathanael Ezekiel Ferdinandus Zulvacar |
| collection | DOAJ |
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This study analyzes the juridical validity of amendments to articles of association that lead to share dilution and their implications for minority shareholders in Indonesian corporate law. The urgency arises from the growing number of corporate actions that, while procedurally legal, result in substantive disadvantages for minority shareholders, creating governance imbalances. Using a normative juridical method, the research examines relevant laws, doctrines, and legal principles governing shareholder protection in share dilution cases. The findings reveal that amendments to articles of association often result in a loss of ownership percentage and voting power for minority shareholders due to inadequate safeguards such as pre-emptive rights. The study highlights the gap between formal legal compliance and substantive fairness, identifying weaknesses in both enforcement and regulatory oversight. The novelty of this research lies in its focus on the intersection between corporate governance and minority rights in the context of articles of association amendments, an area that remains underexplored in Indonesian legal scholarship. The study concludes that current protections are insufficient and recommends legal reforms, including enhanced minority veto rights, stronger enforcement mechanisms, and the institutionalization of accessible dispute resolution avenues.
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| format | Article |
| id | doaj-art-72b6ace55143474c8dca27d42272f26f |
| institution | Kabale University |
| issn | 2621-4105 |
| language | English |
| publishDate | 2025-06-01 |
| publisher | Magister Hukum Universitas Semarang |
| record_format | Article |
| series | Jurnal USM Law Review |
| spelling | doaj-art-72b6ace55143474c8dca27d42272f26f2025-08-20T03:46:17ZengMagister Hukum Universitas SemarangJurnal USM Law Review2621-41052025-06-018210.26623/julr.v8i2.12069Legal Analysis of Articles of Association Amendments That Cause Share Dilution: Implications for Minority Shareholders' RightsNathanael Ezekiel Ferdinandus Zulvacar0Ariawan Gunadi1Tarumanagara UniversityTarumanagara University This study analyzes the juridical validity of amendments to articles of association that lead to share dilution and their implications for minority shareholders in Indonesian corporate law. The urgency arises from the growing number of corporate actions that, while procedurally legal, result in substantive disadvantages for minority shareholders, creating governance imbalances. Using a normative juridical method, the research examines relevant laws, doctrines, and legal principles governing shareholder protection in share dilution cases. The findings reveal that amendments to articles of association often result in a loss of ownership percentage and voting power for minority shareholders due to inadequate safeguards such as pre-emptive rights. The study highlights the gap between formal legal compliance and substantive fairness, identifying weaknesses in both enforcement and regulatory oversight. The novelty of this research lies in its focus on the intersection between corporate governance and minority rights in the context of articles of association amendments, an area that remains underexplored in Indonesian legal scholarship. The study concludes that current protections are insufficient and recommends legal reforms, including enhanced minority veto rights, stronger enforcement mechanisms, and the institutionalization of accessible dispute resolution avenues. https://journals.usm.ac.id/index.php/julr/article/view/12069articles of associationminority shareholdersshare dilution |
| spellingShingle | Nathanael Ezekiel Ferdinandus Zulvacar Ariawan Gunadi Legal Analysis of Articles of Association Amendments That Cause Share Dilution: Implications for Minority Shareholders' Rights Jurnal USM Law Review articles of association minority shareholders share dilution |
| title | Legal Analysis of Articles of Association Amendments That Cause Share Dilution: Implications for Minority Shareholders' Rights |
| title_full | Legal Analysis of Articles of Association Amendments That Cause Share Dilution: Implications for Minority Shareholders' Rights |
| title_fullStr | Legal Analysis of Articles of Association Amendments That Cause Share Dilution: Implications for Minority Shareholders' Rights |
| title_full_unstemmed | Legal Analysis of Articles of Association Amendments That Cause Share Dilution: Implications for Minority Shareholders' Rights |
| title_short | Legal Analysis of Articles of Association Amendments That Cause Share Dilution: Implications for Minority Shareholders' Rights |
| title_sort | legal analysis of articles of association amendments that cause share dilution implications for minority shareholders rights |
| topic | articles of association minority shareholders share dilution |
| url | https://journals.usm.ac.id/index.php/julr/article/view/12069 |
| work_keys_str_mv | AT nathanaelezekielferdinanduszulvacar legalanalysisofarticlesofassociationamendmentsthatcausesharedilutionimplicationsforminorityshareholdersrights AT ariawangunadi legalanalysisofarticlesofassociationamendmentsthatcausesharedilutionimplicationsforminorityshareholdersrights |