Dentons HPRP Delivers Session on Corporate Actions and Business Judgment Rules Strengthening SOE Governance

In 2012, Hanafiah Ponggawa & Partners had the privilege of assisting the spin-off of PT Pupuk Sriwidjaja (Persero) that created PT Pupuk Indonesia (Persero) as the holding company. This spin-off served as a pioneer for the creation of other state-owned companies in the following years. PT Pupuk Indonesia (Persero) is the largest fertilizer manufacturer in Southeast Asia, and now has 10 subsidiaries.

Since 2012, we have been privileged to grow together and to add value to PT Pupuk Indonesia (Persero) and a number of its subsidiaries.

On 4 December 2025, the legal working group of Pupuk Indonesia group held a meeting in Palembang, South Sumatra, attended by the general counsels of the various group companies. The meeting also presented our senior partner, Fabian B. Pascoal, who had been the partner in charge of the 2012 spin-off and on this occasion spoke on the theme "Legal Aspects of the Dynamics of Corporate Actions". He shared his views and answered questions concerning models and rules of corporate actions, Danantara's and BP BUMN's strategic roles, business judgment rules (BJR), and the recent BJR cases of PT ASDP and PT Bukit Asam.

The topic of BJR is very relevant to state-owned companies (SOE), among others, to protect Board of Directors and Board of Commissioners of SOE from possible legal liability claims and criminal indictments for their executive decisions. Correct understanding of BJR by the relevant stakeholders would allow SOEs to benefit from high quality professionals who are willing and able to join and grow SOEs, and would encourage them to be creative and innovative in their management roles.

The meeting participants were very eager in responding to the presentation. Most of them raised questions and exchanged their views. At the end, they expressly praised the high quality of the presentation, the discussions they enjoyed and the outcomes they benefited from.

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