Liability of The Holding Company for Unlawful Actions In Group Companies

Unram Law Review Pub Date : 2021-04-28 DOI:10.29303/ULREV.V5I1.134

Magfirah Bachmid

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Abstract

Economic development in Indonesia has progressed significantly from year to year, so has the development of national companies either in the form of a single company, joint venture, or group company in the form of PT, CV and so on. The development referred by this research is the development of group companies consisting of holding companies and subsidiary companies where the leadership system of the group company is centralized so that it has the potential to arise an abuse of authority from the holding company, one of which is illegal acts arising from the legal relationship between the holding company and its subsidiary within the group company. This can be seen in the case decision of the Supreme Court of the Republic of Indonesia No.89 PK/Pdt/2010 between PT. Effem Food, Inc and PT. Effem Indonesia against PT. Smak Snak regarding violations of distribution activity. The purpose of this study was to determine the form of liability from the holding company to the subsidiary in the event of an illegal act in the group company based on the decision of the Supreme Court of the Republic of Indonesia No. 89 PK/Pdt/2010. Based on the Judge's assessment and consideration of the evidence of losses suffered by the plaintiff, namely PT. Smak Snak, against the bad faith of the defendants, namely PT. Effem Food, Inc. and PT. Effem Indonesia, causing the panel of judges to place joint liability on PT. Effem Food, Inc. and PT. Effem Indonesia for their illegal actions as the holding company against PT. Smak Snak as a subsidiary. This decision is a manifestation of the application of piercing the corporate veil to the holding company and its subsidiary due to the ownership of PT. Effem Food, Inc. over 90% shares of PT. Effem Indonesia, regarding to this case, PT. Effem Food, Inc. acting as the holding company of PT. Effem Indonesia which exercises to control over the operational activities of its subsidiary. This research is a normative research with a conceptual and statutory approach

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控股公司在集团公司违法行为中的责任

印尼的经济发展每年都有很大的进步，国有公司的发展也有很大的进步，无论是以单一公司、合资企业的形式，还是以PT、CV等形式的集团公司。本研究所指的发展是由控股公司和子公司组成的集团公司的发展，集团公司的领导体制是集中化的，这就有可能产生控股公司滥用权力的情况，其中之一就是控股公司和子公司在集团公司内部的法律关系产生的违法行为。这可以从印度尼西亚共和国最高法院第89号PK/Pdt/2010号关于PT. Effem Food, Inc和PT. Effem Indonesia诉PT. Smak Snak违反分销活动的案件判决中看出。本研究的目的是根据印度尼西亚共和国最高法院第89号PK/Pdt/2010号决定，在集团公司发生非法行为的情况下，确定控股公司对子公司的责任形式。基于法官对原告(PT. Smak Snak)因被告(PT. Effem Food, Inc.和PT. Effem Indonesia)的恶意行为而遭受损失的证据的评估和考虑，法官合组认为PT. Effem Food, Inc.和PT. Effem Indonesia作为控股公司对子公司PT. Smak Snak的违法行为负有连带责任。由于PT. Effem Food, Inc.拥有PT. Effem Indonesia超过90%的股份，这一决定体现了对控股公司及其子公司的公司面纱的应用，在这种情况下，PT. Effem Food, Inc.作为PT. Effem Indonesia的控股公司，对其子公司的经营活动行使控制权。本研究是一项具有概念性和成文法方法的规范性研究

本文章由计算机程序翻译，如有差异，请以英文原文为准。

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Unram Law Review

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