PRIVATIZATION OF STATE-OWNED ENTERPRISES: A COMPARATIVE STUDY OF INDONESIA AND THE NETHERLANDS

This article examines the privatization of state-owned enterprises (SOEs) through a comparative study of Indonesia and the Netherlands. It addresses inefficiencies in Indonesian SOEs, reflected in concentrated dividend contributions, recurring losses, and strong state intervention in corporate decision-making. The study compares how both countries structure the relationship between the state and SOEs to identify governance models that may enhance efficiency in Indonesia. Using a law-in-context method and historical approach, the research analyzes statutory frameworks, institutional arrangements, and political developments shaping SOE governance. Through macro-comparative analysis, it evaluates how legal design affects managerial autonomy and accountability. The findings show that Indonesia maintains a dominant state role, treating SOEs as both business entities and public policy instruments. This dual function limits corporate autonomy and creates legal uncertainty regarding the responsibility of company organs. In contrast, the Netherlands positions the state primarily as shareholder, subjecting SOEs to general corporate law and market discipline. The article concludes that governance philosophy influences performance outcomes and recommends strengthening corporate autonomy, clarifying the separation between public finance and corporate assets, and consistently applying corporate law principles to improve efficiency and accountability.