Shareholders Lawsuit: Fraud on Minority Law Enforcement to Invent Corrective Justice During the Covid-19

The purpose of this study is to analyse and provide recommendations for national law, related to law enforcement in violations against minorities (fraud on minorities) to create corrective justice during the covid-19 period. Minority Shareholders are a group that is classified as vulnerable to actions that can result in losses. For this reason, law enforcement efforts against Minority Shareholder fraud are needed, to provide legal protection and recovery of losses in order to create corrective justice. This research method is descriptive by using the type of juridical-normative research. The type of approach used is a statutory approach and a conceptual approach. The results of this study describe the rights of shareholders given by laws and regulations, which can be used to carry out legal remedies based on corrective justice when fraud is on a minority. The legal effort began with a shareholder lawsuit consisting of two mechanisms, namely derivative action and direct action from shareholders which has been accommodated in Law Number 40 of 2007 concerning Limited Liability Companies. However, this effort is commonly used and has several weaknesses, one of which is the absence of specification rules related to the procedures for implementing it. The new thing from this research is the correlation between the concept of a shareholder lawsuit


INTRODUCTION
Currently the whole world is in shock with the presence of a virus that has become a pandemic for all people in the world at the end of 2019. The virus is known by the scientific name Corona Virus Disease or Covid-19 (Adityo, 2020). The virus was allegedly discovered for the first time in the city of Wuhan, the capital of Hubei Province in central China. The city of Wuhan is the seventh largest province in the bamboo curtain country with a population of 11,000,000 people (Meng & et.al, 2020).
In early December 2019, a patient was diagnosed with an unusual pneumonia. The regional office of the World while the treatment has not been found. Mass gatherings in large numbers have been stopped to avoid the transmission process such as schools, campuses, entertainment venues, conferences, and worship activities. This is because the spread of the Covid-19 pandemic creates a high health risk for the community which has claimed many lives in all parts of the world (Sudarsa, 2020).
In Indonesia, the Covid-19 pandemic has spread so quickly throughout the archipelago and has even created fatalities. Based on data from Our World in Data  and educate the nation's life...". This state goal is certainly a legal ideal (rechtsidee) that must be realized, as an effort of the state's commitment to guarantee the fulfillment of the rights of citizens (Latumeten, 2017).
To advance the general welfare, it is necessary to have a sustainable national economic development based on the philosophy of economic democracy which is the economic foundation of the Indonesian state (Dewantara, 2020).
Article 33 Paragraph (4) of the 1945 Constitution of the Republic of Indonesia stipulates that the national economy must be run on the basis of economic democracy crystallized in the principles of togetherness, efficiency with justice, sustainability, environmental insight, independence and maintaining a balance of progress and national economic unity.
One form to accelerate the realization of state goals in accordance with the philosophy and principles regulated in the constitution of the republic of Indonesia. Limited Liability Company which is a special purpose vehicle to encourage the improvement of the country's economy and provide broad public participation in conducting business activities (Benjamin & Theobald, 2020). The Company as a legal entity has the skills (recht bekwaam) and authority (recht bevogheid) independently in carrying out legal actions in business activities (Syahrani, 2013).
One of the efforts made by the Indonesian state during the pandemic to increase economic growth is to create a good business climate (Husnulwati & Yanuarsi, 2021). This effort is carried out to increase the Ease of Doing Business (Sinaga, 2017) Index in order to give confidence to entrepreneurs to increase economic growth . The For this reason, it is necessary to optimize legal protection efforts for investors or shareholders to protect their assets and improve the EoDB assessment in Indonesia.
In addition, this legal protection effort can create corrective justice for the Company and/or shareholders who are harmed due to unhealthy management (Sudiro, 2012).

METHOD
This research is descriptive with the type of normative juridical research. The type of approach used is the statutory approach and the conceptual approach (Marzuki, 2009 techniques, which then analysed the data qualitatively (Marzuki, 2009).

A. Shareholders Lawsuit Regulation in Indonesia
The existence of independence owned by the Company provides an opportunity to create a good business climate and accelerate national economic growth. However, the Company is an artificial legal entity (kumstmatig) (Harahap, 2011 Board of Directors (BoD), and the Board of Commissioners (BoC), which are called Company Organs (Rambing, 2013).
These Company organs have their respective duties and functions, including:

1) GMS
The GMS is the organ in charge of making decisions/determinations on legal actions or corporate actions required by the Company Law and the Company's Articles of Association (AD). The GMS is considered the de facto highest organ in the Company's Organs because it is the founder or owner consisting of Shareholders.

2) BoD
BoD is an organ that is responsible for carrying out and carrying out the management functions of the Company in accordance with the aims and objectives of the Company. In addition, the Board of Directors is also tasked with representing the Company both inside and outside the court based on the provisions of the AD.

3) BoC
BoC is an organ in charge of supervising the management of the Board of Directors by providing advice on the performance of business activities carried out by the Board of Directors of the Company. Provide certain approvals required by AD for the actions of certain Directors. The existence of various kinds of authority that has been given by law or AD provides an obligation to carry out each mandate optimally. However, in practice it is very possible for disputes or disputes between the Company's organs to occur (Syarief, 2020  The existence of management irregularities that occur will certainly have an economic loss impact on the Company or Shareholders. One of the legal remedies that can be taken to seek compensation for the BoD and BoC who have been negligent or abused their power is through the Shareholders' Lawsuit. Shareholders' Lawsuit is the right of Shareholders granted by law to sue the BoD and/or BoC when they are personally detrimental to or against the Company. Shareholder Lawsuit arrangements are divided into two types as follows: Meanwhile, when compared to shareholders direct action, it is a lawsuit filed by the Shareholders without any minimum requirements for share ownership with voting rights for filing a lawsuit to the court. This means that regardless of the amount and whatever the status (Majority or Minority Shareholder), it is allowed to file a lawsuit. This lawsuit focuses on individual (personal) shareholder losses.
Which is caused by a loss by the Company which is considered unfair and without reasonable reason to the decision of the GMS, the BoD, and/or the BoC as the object of the lawsuit. Of course, this model gives more exclusivity to the Shareholders' right to file a lawsuit without prerequisites with the provisions of the qualifications for action and the object of the lawsuit that has been determined by representing themselves.
The existence of a Shareholder Lawsuit provides an opportunity for Shareholders, especially minorities, to protect the Company and/or themselves against fraud or abuse that occurs. This lawsuit is intended to stop the act that was committed and the loss that occurred so that there is a recovery and correction of the act committed. This is what is known as corrective justice.
However, one of the weaknesses of the Shareholders' Lawsuit arrangement is that there is no technical arrangement related to the mechanism or procedure for applying it in court. For this reason, it is necessary to have supporting regulations to optimize the Shareholders' Lawsuit as an effort to protect against Fraud on Minority.
However, one of the weaknesses of the Shareholders' Lawsuit arrangement is that there are no technical arrangements regarding the mechanism or procedures for applying it in court. For this reason, it is necessary to have supporting regulations to optimize the Shareholders' honors is adjusted to their status in society. Distributive Justice requires people to have the same position before the law (equality before the law).

2) Commutative Justice
Justice that gives rights to a person based on his status as a human being (basic rights).

3) Corrective Justice
Justice that establishes the criteria in applying the law to have a common standard for redressing the consequences of actions people take in relation to one another.
The concept of Corrective Justice is the focus of the implementation of the Shareholders' Lawsuit. Because the Shareholder Law Suit seeks to provide legal remedies for the protection of rights due to adverse actions. In essence, the function of Corrective Justice is to guarantee, supervise and maintain the distribution of justice against illegal acts that have the potential to violate and can cause harm.
Furthermore, John Rawls asserts that justice is basically a principle of rational policy which is applied to the conception of the sum of the welfare of all groups in society.
To achieve this justice, it is rational if someone imposes the fulfillment of his desires in accordance with the principle of usefulness, because it is done to increase the net benefits of satisfaction that will be obtained by members of the community (Rawls, 1971).
Practically corrective justice is applied in the judicial lawsuit procedure where in principle the judge brings the two parties together and stabilizes the status quo. In which the judge will try to mediate to provide justice by restoring the rights of the victim concerned or by providing compensation as a result of his actions. From the concept of Corrective Justice, this became the philosophy for the invention of the principle of civil liability (Mertokusumo, 2010 Justice is the philosophy and purpose of the Shareholders' Law Suit which seeks to provide protection for the rights of Minority Shareholders. Minority Shareholders who already have the right to Distributive Justice certainly deserve to be protected so that they are not violated and suffer economic losses (Tanya et al., 2017).

CONCLUSION
Based on the description above, it is very clear that the However, it is necessary to add technical regulations so that protection measures are more effective and provide legal certainty.