The interplay between Indonesian Company Law and US Company Law involves a

comparison of regulatory frameworks, governance structures, shareholder rights, and

compliance requirements. Here are key points of comparison and interaction:

### Legal Framework

**Indonesia:**
- **Primary Legislation**: The principal law governing companies in Indonesia is the Law
on Limited Liability Companies (Undang-Undang No. 40/2007), commonly known as UU
PT.
- **Regulatory Bodies**: The Ministry of Law and Human Rights, the Indonesia Stock
Exchange (IDX) for listed companies, and the Financial Services Authority (OJK) are key
regulatory bodies.

**United States:**
- **Primary Legislation**: Company law in the US is primarily governed by state laws.
Delaware, for example, is a prominent state due to its well-developed body of corporate law,
governed by the Delaware General Corporation Law (DGCL).
- **Regulatory Bodies**: The Securities and Exchange Commission (SEC) oversees
securities markets and listed companies, and each state has its own regulatory authority for
corporate affairs.

### Corporate Structure and Governance

**Indonesia:**
- **Board Structure**: Indonesian companies are required to have a two-tier board system
consisting of a Board of Directors (BOD) and a Board of Commissioners (BOC). The BOD
manages the company, while the BOC oversees and advises the BOD.
- **Shareholder Meetings**: General Meetings of Shareholders (GMS) are critical for major
decisions, including the appointment of directors and commissioners, approval of financial
statements, and amendments to the company's articles of association.

**United States:**
- **Board Structure**: US companies typically have a single-tier board structure, where the
Board of Directors oversees the management of the company. The board can include
executive and non-executive directors.
- **Shareholder Meetings**: Shareholders have the right to vote on key issues such as
electing directors, approving mergers or acquisitions, and amending corporate bylaws. Proxy
voting is common in the US.

### Shareholder Rights and Protections

**Indonesia:**
- **Minority Shareholder Rights**: Indonesian law provides mechanisms for minority
shareholders to voice their concerns, including rights to call GMS, file lawsuits for damages
against the company or directors, and inspect company records.
- **Cumulative Voting**: This system allows minority shareholders to have a stronger voice
in electing directors by pooling their votes.

**United States:**
- **Minority Shareholder Rights**: US law also protects minority shareholders through
fiduciary duties imposed on directors and officers, appraisal rights in mergers and
acquisitions, and the ability to bring derivative suits on behalf of the corporation.
- **Cumulative Voting**: Some states, including Delaware, allow cumulative voting, but it is
not mandatory and often depends on the company's charter.

### Compliance and Reporting

**Indonesia:**
- **Financial Reporting**: Indonesian companies must prepare annual financial statements in
accordance with Indonesian Financial Accounting Standards (IFAS) and submit them to the
OJK for listed companies.
- **Corporate Governance**: Companies must adhere to the principles set out by the OJK,
including transparency, accountability, responsibility, independence, and fairness.

**United States:**
- **Financial Reporting**: US companies, especially public ones, must prepare financial
statements in accordance with Generally Accepted Accounting Principles (GAAP) and file
periodic reports (10-K, 10-Q) with the SEC.
- **Corporate Governance**: The Sarbanes-Oxley Act of 2002 introduced stringent
requirements for financial reporting, internal controls, and auditor independence to protect
shareholders and the public from accounting errors and fraud.

### Cross-Border Interactions

- **Foreign Direct Investment**: Both countries have regulations governing foreign

investments. In Indonesia, the Negative Investment List specifies sectors restricted or
prohibited for foreign investors. The US follows the Committee on Foreign Investment in the
United States (CFIUS) guidelines.
- **Mergers and Acquisitions**: Cross-border M&As must comply with respective national
laws. Indonesian companies acquiring or merging with US companies must adhere to the
Hart-Scott-Rodino Antitrust Improvements Act, while US entities investing in Indonesia must
navigate Indonesian antitrust and competition laws.

### Conclusion

The interplay between Indonesian and US company law highlights both similarities and
differences in corporate governance, shareholder rights, and compliance. Understanding these
distinctions is crucial for businesses operating or investing across both jurisdictions. The
regulatory environments reflect each country's economic policies, legal traditions, and market
practices.