PALAR (Pakuan Law review)

Protection of Shareholders Through Shareholders Agreement (Study: Comparison of Indonesian and Canadian Laws)

Farah Alya — 2026-01-03

Protection for shareholders is essential in corporate practice to provide legal certainty for shareholders. This study aims to analyze the effectiveness of shareholders agreements as an important instrument for overcoming the limitations of articles of association in order to increase legal certainty for shareholders, as well as to analyze legal comparisons between Indonesia and Canada regarding the regulation of shareholders agreements in order to increase legal certainty for shareholders. The research method used is normative juridical, with a legislative approach and a comparative law approach. The results of the study show that in Indonesia, shareholders agreements are recognized as civil agreements that are binding on the parties as long as they do not conflict with the UUPT and the articles of association. However, in Indonesia, this is not explicitly regulated in the law. In contrast, in Canada, shareholders agreements have obtained special provisions through the Unanimous Shareholders Agreement (USA), which can explicitly limit or take over some of the authority of the board of directors. In Canada, shareholders agreements can be an alternative for dispute resolution. This study recommends harmonizing shareholders agreements with the articles of association and explicit provisions regarding shareholders agreements.

Keywords: Shareholder Protection, Shareholders Agreement, Indonesian Law, Canadian Law.

The Urgency Of Applying The Principle Of "Debt Forgiveness" For Individual Debtors Of Msme Owners In The Bankruptcy Process

Ayyza Rachma Zahranisza — 2026-01-03

Individual debtors, especially MSME owners, are often trapped in bankruptcy situations that cannot be resolved due to insufficient assets to pay outstanding debts to creditors. Substantially, this debt burden persistently shackles individual debtors. Damage to their financial reputation, coupled with the possibility of future lawsuits, significantly limits their ability to regain a decent economic life after the bankruptcy process is completed. The purpose of this study is to analyze the urgency of applying the principle of “debt forgiveness” that can provide justice for debtors and creditors in the bankruptcy process, especially for individual debtors who own MSMEs. The research method used is normative juridical with a case approach and a regulatory approach using secondary data sources. The results of the study indicate that in order to achieve a balance between debtors and creditors, needs to be a mechanism for applying the principle of “debt forgiveness” that provides relief for debtors to be able to write off all or part of their remaining debt, which can be proven by good faith and the limited financial capacity of debtors who have remaining debt from the failure of their MSME. This will provide debtors with the opportunity to rebuild their economic lives without constantly being overshadowed by the demands of past outstanding debts.

Keywords: The Principle of “Debt Forgiveness”, Individual Debtors, MSME Owners, Bankruptcy.

The Principle of Non Discrimination Against the Unilateral Determination of Payment Method Provisions in Non Cash Buying and Selling Transactions

Alizcia Dora Parhusip — 2026-01-04

This study aims to identify how sales and purchase transactions can justice fairness for consumers to avoid discrimination in payment methods. The research employs a normative juridical method with statutory, case, and conceptual approaches. The legal materials used consist of primary, secondary, and tertiary sources, analyzed qualitatively by interpreting data obtained from both literature studies and interviews to answer questions regarding the application of legal principles and legislation in consumer protection. This study discusses the application of the principle of non-discrimination in the practice of rejecting cash payments by business actors, with a case study at RUDS Coffee, which implements a cashless-only payment system. The results indicate that such a policy potentially violates the provisions of Law Number 7 of 2011 on Currency and Law Number 8 of 1999 on Consumer Protection, as it limits consumers’ rights to use Rupiah in cash as legal tender. The refusal to accept cash payments without a valid reason constitutes a form of discrimination against consumers who lack access to digital financial services. Therefore, strengthening regulations and supervision of the payment system is necessary to ensure legal certainty, fairness, and equal protection for all consumers.

Key Words: Consumer Protection, Cash Payment Refusal, Legal Certainty, Sales and Purchase Transactions.

Legal Status Of Land Rights Due To Natural Disasters In The National Agrarian Legal System

Mustaqim — 2026-02-02

Natural disasters are events that not only have an impact on the humanitarian aspect, but also raise agrarian law issues, especially related to the legal status of land rights. Changes in the physical condition of the land due to natural disasters, such as abrasion, landslides, and tsunamis, have the potential to eliminate the object of land rights and create legal uncertainty for rights holders. This article aims to analyze the regulation of the legal status of land rights due to natural disasters in the national agrarian legal system, its juridical implications on the sustainability and abolition of land rights, and the concept of legal protection and certainty for rights holders from the perspective of agrarian justice. The research method used is normative legal research with a legislative and conceptual approach. The results of the study show that the regulation of land destroyed by natural disasters in the national agrarian law is still implicit and does not provide adequate legal certainty. Natural disasters do not necessarily remove land rights, but rather require clear administrative determinations. The State, within the framework of the Right to Control the State, has a constitutional obligation to provide substantive legal protection to disaster victims through compensation, relocation, or the granting of replacement land. Therefore, responsive and fair agrarian law reform is needed to ensure legal certainty and protection of land rights for communities affected by natural disasters.
Keywords: Land Rights, Natural Disasters, Destroyed Land, Legal Certainty, Agrarian Justice.

Synchronization Of Land Administration And Ppat Deeds: A Legal Review Of Efforts To Reduce Overlapping Land Ownership

Ayu Megawati — 2026-01-31

Overlapping land ownership is one of the pressing issues in national land governance, leading to an increase in civil and criminal disputes, as well as the criminalization of land administration officials. One of the root problems lies in the lack of synchronization between land administration managed by the Ministry of ATR/BPN and legal documents prepared by PPAT, particularly authentic deeds related to the sale and transfer of land rights. This article aims to examine the strategic role of PP AT in preventing overlapping land ownership through the integration of systems and functions of land administration. The main focus of the study is directed towards the evaluation of the Strategic Plan (RENSTRA) of the Directorate General of Survey and Land Mapping (SPPR) 2020–2024, which emphasizes the acceleration of land registration, as well as analyzing the direction of formulating the RENSTRA 2025–2029, which begins to include the improvement of data quality as a strategic objective. The approach used is juridical-normative and policy analysis. The study results indicate that the disharmony of regulations and the weak integration of data between notarial documents and land information systems increase the potential for overlap. Therefore, this article recommends strengthening structural collaboration between PP AT and the Land Office, as well as reformulating policies in the RENSTRA Ditjen SPPR 2025–2029 to explicitly accommodate the role of PPAT as part of the preventive legal-based agrarian conflict prevention system.

Keywords: Overlapping land ownership, PPAT, Land administration, RENSTRA Ditjen SPPR, Agrarian Integration Introduction

Effect Inheritance Land Has Not Been Certified Based On Article 96 Of Government Regulation Number 18 Of 2021

Cecilya Ragnawaty Naibaho — 2026-01-31

Abstract

Inherited land without certification often leads to legal disputes due to weak legal certainty and a high potential for conflict. Article 96 of Government Regulation Number 18 of 2021 requires the use of old evidence, such as girik, petok, or letter C, to be registered no later than February 2, 2026. After this deadline, old evidence will only serve as an administrative reference and will no longer carry full evidentiary force. This research employs a normative juridical method supported by empirical data from the Complete Systematic Land Registration (PTSL) program and is analyzed through the theory of justice and progressive law. The findings indicate that failure to register land results in the loss of formal evidentiary strength and limits heirs in conducting legal acts related to land ownership. Nevertheless, legal protection remains available for heirs acting in good faith, whether through litigation or non-litigation mechanisms, supported by the state's affirmative policies. Thus, the implementation of Article 96 of Government Regulation Number 18 of 2021 should be directed at balancing formal legal certainty with substantive justice, ensuring that the community's land rights are fairly and proportionally protected.

Keywords: inherited land, land certificate, Government Regulation Number 18 of 2021, legal certainty, legal protection.

Transforming Terrestrial Defense Doctrines In Response To Cyber And Space Domain Threats

Lusiana Dwiyanti — 2026-02-16

In the era of multidomain warfare, conventional land defense doctrines encounter fundamental challenges stemming from the proliferation of cyber and space threats, which obscure traditional operational boundaries and accelerate the dynamics of asymmetric conflicts. The background of this study is rooted in the inadequacy of national military doctrines to counter hybrid attacks, wherein cyber incidents such as breaches of defense networks and satellite interference jeopardize the integrity of land operations, as evidenced by post-2020 escalations in the Indo-Pacific region. This research aims to analyze the transformation of land defense doctrines in order to integrate resilience across cyber and space dimensions, while formulating policy recommendations aligned with the national defense vision, with a particular emphasis on strategic adaptation and multidomain operations (MDO) to bolster national resilience. Methodologically, the study adopts a qualitative approach, employing thematic analysis of policy documents and strategic frameworks. The findings reveal the necessity for a fundamental restructuring of land defense doctrines across three domains: conceptual adaptation to the multidomain warfare paradigm, technological modernization of critical defense infrastructure, and institutional reform of command and control structures. The study's conclusion affirms that successful doctrine transformation demands the implementation of an integrated Multidomain Operations framework, substantial investments in cyber-space capabilities, and strategic partnerships with national and international stakeholders.

Keywords: Doctrine Transformation, Cyber Threats, Outer Space, Multidomain Operations, Indonesian Land Defense.

Fragmentation of Authority in National Cyber Defense A Legal Analysis of Overlapping Inter-Agency Authority and the Urgency of Integrated Command

Restu Putri Pamungkas — 2026-02-16

The evolution of cyberspace as the fifth domain of warfare has transformed the national defense landscape, where hybrid threats can now disrupt sovereignty without physical war declarations. Indonesia responds to this challenge through the Total People's Defense and Security System (Sishankamrata) doctrine, yet its implementation is hindered by acute institutional fragmentation. This study aims to analyze the implications of regulatory disharmony on strategic defense effectiveness and formulate an ideal legal construction for national cyber governance. Using normative legal research methods with statutory and conceptual approaches, this study finds that current sectoral regulations create legal antinomy between defense mandates (Military/TNI), law enforcement (Police/Polri), and administrative security (National Cyber and Crypto Agency/BSSN). An asymmetry of authority is identified where BSSN, as the coordinator, is based only on a Presidential Regulation, lacking operational coercive power over institutions established by Law. The absence of legal escalation mechanisms in the "grey zone" leads to decision-making paralysis during crises. This study concludes the need for legal reconstruction through the enactment of a Cyber Security and Defense Law as lex specialis. This law must institutionalize a Unified Command System that establishes a single authority and clear thresholds for transferring operational control from civil to military domains, ensuring a rapid, integrated, and legally certain state response.

Keywords: National Cyber Security Policy, Strategic Defense, Authority Fragmentation, Unified Command, Total Defense System.

Analysis Of Positive Legal Arrangements Against Minority Shareholders Suing The Company's Board Of Directors For Actions That Resulted In The Loss Of The Company's Funds

Simon Alex Pasaribu — 2026-01-31

This study analyzes the regulation of minority shareholders’ legal standing to sue company directors and examines the standards of directors’ civil liability for corporate financial losses under Indonesian positive law. The research aims to clarify the scope of legal protection available to minority shareholders and to evaluate how fiduciary principles and the business judgment rule are applied in corporate governance disputes. This research employs a normative juridical method using statutory, analytical, case, and comparative approaches. The primary legal framework is based on Law No. 40 of 2007 on Limited Liability Companies and related governance regulations, supported by doctrinal and jurisprudential analysis. The findings show that Indonesian company law formally recognizes derivative and direct actions as mechanisms for minority shareholder protection, but their effectiveness is limited by procedural barriers, evidentiary burdens, and information asymmetry. Directors’ civil liability is grounded in fiduciary duties, particularly the duty of care and duty of loyalty, while the statutory formulation of the business judgment rule provides conditional protection for good-faith managerial decisions. The study concludes that although the legal framework seeks to balance accountability and managerial discretion, clearer procedural standards and stronger enforcement mechanisms are needed to enhance minority shareholder protection and legal certainty.

Keywords: minority shareholders; directors’ liability; fiduciary duty; business judgment rule; corporate governance.

Legal Certainty Regarding the Regulation of Shipping Lanes as an Effort to Prevent Vessel Accidents

Yuliana Risna Maengkom — 2026-02-16

As an archipelagic state, Indonesia experiences high-intensity maritime traffic, which requires effective shipping lane management to ensure navigational safety and prevent ship accidents. The expansion of the fleet and increasing route density have elevated the risk of incidents, which in practice is often triggered by non-compliance with safety provisions (including rules for narrow channels) and weak supervision and law enforcement. This study aims to analyze (1) the constraints and challenges of current shipping lane management in Indonesia, and (2) the role of legal regulation in improving maritime safety and enforcing violations of shipping lanes in order to achieve legal certainty. The research employs a normative juridical method using statutory and analytical approaches, through a literature review of primary and secondary legal materials, including the ratified UNCLOS 1982 regime, national maritime/Shipping regulations, and technical provisions on navigational safety. The normative analysis indicates critical issues in the form of potential regulatory overlap and inter-agency coordination gaps, limited surveillance capacity, and suboptimal user compliance; these conditions imply that accident prevention has not been maximized and that legal certainty in maritime traffic governance remains weak. This study recommends regulatory harmonization, strengthening supervisory mechanisms and consistent enforcement of sanctions, as well as improving compliance standards for navigational safety as key prerequisites for sustainable ship-accident prevention.[1]

Keywords: legal certainty; shipping lane management; maritime safety; law enforcement; ship accidents.

[1] 1 For information on numbers for authors, the intention is to distinguish the origin of the institution (affiliation) of the authors, who sometimes collaborate with study programs or other agencies.

Reconstructing International Humanitarian Law for the Use of Autonomous Weapon Systems in Modern Defence: Addressing Meaningful Human Control and the Accountability Gap

Nanang Yulian — 2026-02-18

The rapid deployment of Autonomous Weapon Systems (AWS) is reshaping contemporary defence strategies and testing the adequacy of existing International Humanitarian Law (IHL). This research offers a normative legal analysis of the relationship between autonomous lethal decision-making and core IHL principles, particularly distinction, proportionality, and precautions in attack. Combining doctrinal methods with a systematic bibliometric review of 621 Scopus-indexed publications, the study empirically maps the global debate and identifies structural gaps between advances in military AI and current accountability regimes. The findings reveal a persistent accountability gap when AWS operate unpredictably, undermining individual criminal responsibility and victims’ right to remedy. To address this, the article proposes a reconstruction of IHL centred on robust standards of Meaningful Human Control, algorithmic transparency, and the integration of co-active design as a legal design requirement for AWS. This reconstruction aims to ensure that technological modernisation in warfare does not erode human dignity, but remains anchored in human agency and enforceable legal responsibility.

Keywords: Autonomous Weapon Systems; International Humanitarian Law; Meaningful Human Control; accountability gap; co-active design; war torts.

Digital Transformation in Education A Literature Synthesis on Managerial Roles, Leadership, and Literacy

Riyanto Wujarso — 2026-02-17

Digital transformation in the secondary education sector in Indonesia faces major challenges related to competency gaps and managerial readiness. This article aims to systematically analyze the role of management support, digital leadership, and digital literacy in shaping an effective digital learning environment. This study uses the Systematic Literature Review (SLR) method with the PRISMA protocol to review reputable literature from 2018 to 2025. The review results show that digital transformation is a strategic orchestration that depends on three main pillars. Management support functions as the provider of structural foundations and policies; digital leadership acts as a strategic compass in changing organizational culture; while digital literacy is a prerequisite for individuals to operate technology critically and innovatively. The synergy of these three elements confirms that the success of a digital learning environment cannot be achieved solely through the provision of physical infrastructure, but rather through the harmonious integration of system support, leadership exemplarity, and user proficiency. These findings have important implications for the development of education policies that focus more on investing in human capacity rather than just hardware. This conclusion is expected to serve as a strategic foundation for secondary school administrators to build a digital ecosystem that is inclusive, sustainable, and responsive to the challenges of the times in order to realize digital sovereignty in education in Indonesia.

Keywords: Digital Transformation, Management Support, Digital Leadership, Digital Literacy, Digital Learning Environment.