business Law

CHAPTER 1

INTRODUCTION

A.    Background

Any company must have experienced conflict. Starting from the level of the individual, the group, until the unit. . Starting from the degree and scope of the conflict both small and large. Relatively small as an argument about personal problems among employees, up to a relatively large such different views on business strategy in the management. Other examples of relatively large conflict between employees and management. In the visible we can follow the news everyday in a variety of media. There seemed to conflict in the form of demonstrations and strikes.

Aside from that, one of the conflicts that occurred in firms are cases of corruption committed by stakeholders in a company. Partially, it can be concluded the government and the Indonesian people are not serious about combating and eradicating corruption in the country. Selective logging impressed. So about the opinion of some legal practitioners and observers of the government's motion in handling corruption cases. Corruption in Indonesia is already a "disease" of the terminally ill and is a complex phenomenon. To eradicate corruption in Indonesia is not enough just to perform an act of repression, but more fundamentally is doing, preventive or precautionary measures. In the mass media, the news of corruption is always present in every news. Corruption even discussed by many people, either by people who actually anti-corruption as well as by the parties to the anti-corruption speech but behavior does not reflect the spirit of anti-corruption.

Anti-corruption laws need to be aware and prepared in anticipation to the maximum by the Company. One is to learn and know corruption and Anti-Corruption Act, particularly in relation to the gratification. Company's commitment and efforts in recognizing cases of corruption needs to be done with a real effort by making detailed modules and training for Directors, the Board of Commissioners and Board of Management. Therefore, the authors will discuss the case with legal entities or companies related to the corruption case of State of any adverse legal safeguards in the case of foundations tarbiyah against corruption.

B.      Problem Statement

Referring to the background which has been described previously, the formulation of the problem that the author adopted a topic of discussion in this paper, are:

1.      Is the judge's decision to close the case tarbiyah foundation is right or not?

2.      Whether the trial testimony of a witness can be the basis for establishing a new suspect in the case of foundations tarbiyah?

3.      How to follow-up of investigators in uncovering cases tarbiyah foundation?

C.    Objectives of Paper

Based formulation of the problem that the authors propose, the purpose of this paper is:

1.      Knowing and learning for law firms and corporate cases of corruption in the country harm.

2.      To analyze the case of the foundation in the lid tarbiyah allegedly in the legal safeguards against corruption.

3.      To find out how to follow-up of investigators in uncovering cases tarbiyah foundation.

CHAPTER II

REVIEW OF RELATED LITERATURE

A.    The Definition Basic Law Firms

The legal basis is a Commercial Law firm bond arising specifically from the field of civil law firm and is specifically designed and created for merchants so essentially only intended for traders only, the Company stands as a manifestation of the developments taking place in the business world then accommodated in the Commercial code (criminal code Commercial Code) Currently, several chapters of the book to businesses of traders in general, is considered to be no longer compatible with the developments in the world of business or trade, it caused no shortage of non-conformance and weaknesses definition of merchant and trading actions resulting in the limited scope of business that can be done and be part of the study in making decisions regarding the conduct commerce only works while the deed of purchase only excludes sales, because sales is the purpose of purchase, meaning goods here only means of moving goods only, not including real estate (not moving).

Until now the term Law Firms still can not be a term that stands alone because it includes a term that was born out of the field of Civil Law (Commercial Law). Commercial code and understanding in terms of Corporate Law also not common because kinship with the terms of the Company. Legislators apparently began to realize that by making the formulation of understanding of the Company (including the Company Law) means to repeat the same mistakes as it did in the formulation of the terms of merchant and trading actions. Legislators intent on ensuring that the terms of the Company and the Company Law develops itself following the developments in the world of business or company.Seen from object arrangements set out in the law firm:

1.         Code of Civil Law (Civil Code);

2.          Code of Commercial Law (businesses), and

3.         Other legislation.

Accordingly, the Company Law can be said to be a specialization of several chapters in the Civil Code and the Commercial code, coupled with other laws and regulations governing the Company. Sources of Company Law is any party that creates the rules or provisions of the Company Law. These parties may include legislative body that creates laws, the parties entered into an agreement that creates a contract, the judge who decided the case which creates jurisprudence, the entrepreneurs who created the corporate habits. Accordingly, the Company Law consists of rules or provisions that are incorporated in legislation, contracts, and habits of the company.

B.     Position of the Company Law

The scope of the Company Law there in the field of Civil Law (Commercial Law in particular) and partly there on Administrative Law which is reflected in the legislation outside the Civil Code and the Commercial code. However, when seen from the business object and perniagaannya governance, Corporate Law, including in particular in the field of Civil Law Law of Wealth which lies therein Commercial Law. Moderate when viewed in terms of its business activities engaged in the economic activity in general, it is included in the Corporate Law Economic Law in coverage.

Thus, the position of Company Law is located on Commercial Law (including the Private Law) as well as located on Administrative Law and Economic Law. In other words, the Law is the Law of Private Companies as well as the Law on Public Law and Economics.

C.    Forms of Companies

Forms of corporate / business entity that can be found in Indonesia is so diverse now in number. Most of the forms of business entity that is a relic of the past some of which have been replaced with the title in Indonesian, but there are also some who still uses his real name. In addition, some are already in Indonesiakan as limited liability companies or PT.

Term in the Indonesian company has three (3) understanding of the term Dutch adopted, namely:

1.      Onderneming.
In terms onderneming reflected as if the existence of a unit of work (wekeenheid), but this occurs in a company.

2.      Bedrijf
Bedrijf translated as "firm", which in this case reflected a sense that is both economical protrusion that aims to profit, in the form of an organized effort of a company. In other words, it is a unity Bedrijf techniques for production, such as Huisvlijt (home industries / cottage industries), Nijverheid (craft / special skills), Fabriek (factory).

3.      Vennootschap
Vennootschap implies juridical due to a form of business generated by an agreement to work together on some of the allies or partners.

 It can be concluded Bedrijf understanding the difference (the company) and onderneming Bedrijf implies that if the financial-economic unity, it is a union job onderneming (werkeenheid) which implies merely economic course, and both contain terms that are non-juridical . While Vennootschap implies a juridical nature.

From the definition above mentioned companies, something called the company if it meets the elements below:

1.      Is a form of business;

2.        Establishment was run by individuals and business entities;

3.       either a legal entity or legal entity;

4.       Conduct regular and continuous;

5.      Act out in a way memperniagakan goods or agreements entered into;

6.      Make calculations of profit and loss are recorded in the books;

7.      Aiming to benefit or profit.

Thus, when a company spokeswoman has confirmed it is associated with other forms of business and all matters relating to the establishment (law firm) which all lead to profit as an absolute element. The profit element is also a destination for commerce act. However, the actions of the company's broader trade act, because there are some acts that fall under the definition of the company but is not included in the terms of trade actions, such as doctors, lawyers, notaries, bailiffs, accountants, and others.

In some legislation also found a description of the definition of the company, among other things:

1.      Article 1 letter b of Law 3 of 1992, on corporate registry, define the company is any establishment of permanent and continuous and established, working and domiciled in the territory of the Republic of Indonesia for the purpose of gain or profit.

2.      Article 1 paragraph 2 of Law No. 8 Year 1997 on Document Company, said that the company is conducting establishment constantly and continuously Dangan goals and gain or profit, whether held by individuals or businesses, both incorporated or not a legal entity, established and domiciled in the territory of the Republic of Indonesia.

D.    Analysis of the problem

The judge's decision can not be a reference case cover foundation tarbiyah
 A copy of the judge's decision can not be a reference for the investigator does not assign new suspects in corruption cases Tarbiyah Foundation. Instead, witness testimony at the hearing also can not be accepted at face value by the investigator to assign someone to be a suspect.

Attorney investigator Aceh policy does not set a new suspect in the case of the Tarbiyah is normal. However, if the decision was taken to refer a copy of the judge's ruling, is a misguided policy. Set of rules which if new suspects in corruption cases should be mentioned in the copy of the judge's decision. Legal practitioners judge in this case as there Tarbiyah Foundation safeguard against the main perpetrators of this case.

Closing of the investigation of corruption cases by the investigator Foundation Tarbiyah Attorney Aceh, after the copy of the decision two defendants (Nurmasyiatah and M Saleh Yunus) the judge did not mention the involvement of others.
Previously, anti-corruption activist Aceh stated that the case closure policy that cost the state Rp3, 083 billion (version BPK) by the Attorney Aceh, bore melihara policy against corruption in Aceh.

There are no rules that refer investigators should refer to the judge's decision to set a new suspect in the criminal case, investigators can not define a person alleged to be involved only from the testimony of witnesses. But, he added, in this case the investigator can not simply disregard the testimony of a witness who revealed in court. Investigators should examine the witness. Of testing, the investigator can assess the witness' testimony was acceptable or not.

The need for testing of witness testimony at trial revealed that in
The need to test the witness or defendant who has been determined, because there is also a witness / defendant that his statement is not necessarily true martial alias information. But, it was likely also witness / defendant was very true.
Foundation Tarbiyah related cases, he said, investigators should test it first Kejati Aceh number of witnesses who never revealed in court. Therefore, since the beginning of this case a lot of mention of the involvement of anyone other than the two defendants are already on trial. Investigators should test it out first before stopping a case. Expressions of anti-corruption activist who calls Attorney Aceh effort to close this case is the policy of protection against criminals. He considered the case of the main actors Tarbiyah law untouched.

So there was no basis that Attorney did not set a new suspect in this case refers only to a copy of the verdict against the two defendants previously. This is the same fool law in order to protect the main actors behind this case at the expense of the little people who actually innocent. Of a number of corruption cases that occurred in Aceh so far only little people are often sacrificed to curl up in prison. While the main actor laughed freely outside. Of the facts revealed in court on the case of the Tarbiyah, being one example that corruption crackdown still selective. Those little victims. Previously reported, the corruption cases of IAIN Ar-Tarbiyah Foundation Raniry Banda Aceh has ended after two defendants previously convicted judge PN Banda Aceh. Aceh High Court to make sure there are no more new suspects in the case. Kajati Aceh Muhammad Yusni SH MH said in a copy of the decision (points reasoning) against the defendant judges Nurmasyitah Syamaun and M Saleh Jonah, not to mention there are other parties in the case teribat Tarbiyah. Having studied a copy of the decision of the previous two defendants, the judge did not mention any of the parties are set to be worth more suspects.

CHAPTER III

CLOSING

A.    CONCLUSION

copy of the judge's decision can not be a reference to the investigator does not assign a new suspect in the case of corruption cases tarbiyah this foundation. indeed there are others who should come into the defendant in this case. Previous investigators have established 5 prosecutors also a suspect in the case even after 4 of them disappeared. Tarbiyah foundation's case as there are safeguards against the main perpetrators of this case. Aceh public prosecutor's office attempts to close this case is the protection of corrupt policies. The main actors of this case tarbiyah foundation has not been touched at all legal.

Investigators are unable to determine a suspect involved in only from the testimony of witnesses. In this case, the investigator can not simply disregard the testimony of a witness at the trial said. Investigators also have to test the witness' testimony. Of testing, the investigator can assess the witness' testimony was acceptable or not.

Corruption case the trial court had held Tarbiyah Foundation of thirty (30) times, where the inaugural session at the title on May 12, 2010 and the thirtieth session on December 16, 2010 with M Saleh accused Yunus and Nurmasyitah. But to this day the court is not to determine who exactly should be the prime suspects in the corruption case. This is presumably due to the fault of the public prosecutor's office in Aceh in setting defendant adverse state case worth Rp 3,038 billion from Rp 8.445 billion budget. One of the accused set will bring a variety of securities law at the trial.

B.     SUGGESTIONS

In this case, the investigator should pay more attention to this case and returned wiser to take a stand, professional and fair. Other persons or parties should be involved in this case should be a defendant should also not impressed that the protection of the law against them. The people who should not even be a suspect involved.

BIBLIOGRAPHY

Cafe-Ekonomi.blogspot.com / ... /makalah-tentang-merger-perusahaan.html

www.pdfchaser.com/pdf/makalah-tentang-merger-perusahaan.html
jurnal-sdm.blogspot.com / ... / merger-dan-akuisisi-pengertian-jenis.html

www.etd.eprints.ums.ac.id