Introduction

The enactment of Law Number 1 of 2025 concerning the Third Amendment to Law Number 19 of 2003 concerning State-Owned Enterprises (SOE Law Revision) is the initial step in the new SOE management regime. There are several crucial points in the SOE Law Revision, including changes to the definition of SOEs, the formation of the Anagata Nusantara Investment Management Agency (BPI Danantara), regulations on business judgment rule (BJR), and regulations regarding internal supervisory units, audit committees, and others.[1] The SOE Law Revision aims to improve the performance of SOEs and maximize their contribution to the national economy.[2]

Important Points in the SOE Law Revision

One of the most interesting things that has a significant impact on the management of SOEs is the regulation of the BJR doctrine. With the BJR doctrine in the SOE Law Revision, the accountability of SOE management will no longer be based on the accountability of state administrators (government judgment rule), but refers to corporate accountability (BJR). Prior to the SOE Law Revision, SOE directors who caused losses to SOEs were often charged under Article 2 and/or Article 3 of Law Number 31 of 1999 concerning the Eradication of Corruption Crimes (UU Tipikor) by emphasizing the element of state financial loss. This accountability pattern has sparked debate because SOE directors who act in good faith, have no conflicts of interest, and comply with the laws and regulations in deciding a company policy, even if the company suffers losses as a result of the policy, should not be tried through the courts.[3] Therefore, this paper will discuss what factors make the accountability of SOE directors prioritized in the BJR doctrine and what are the implications of this accountability mechanism in the future.