WHAT IS DUTCH CARIBBEAN CORPORATE LAW ABOUT?
A broad concept
Corporate law is a broad concept. A Netherlands Antilles corporate lawyer (attorney) deals with a variety of matters, inter alia, the original establishment of businesses, the initial capitalization, ongoing financing transactions (private equity and debt), corporate governance, (cross-border) contractual relationships, joint ventures, shareholders’ agreements and directors’ liability.
This area of practice also includes advice on restructuring, exit-strategies (whether by private sale or initial public offering), (domestic or cross-border) mergers & acquisitions (hostile or friendly), E-Commerce, limited partnerships and tender offers. I didn’t mention tax issues yet, but it goes without saying that in many cases a corporate lawyer …
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SEIZING ASSETS IN THE DUTCH CARIBBEAN
Court approval required
Seizing the assets of a counterparty may already be possible before a claim (e.g. under an agreement or a guarantee) is already due and payable, but where there is good reason to believe that, when it becomes due, the other party will not honor its obligations.
How assets may be seized depends upon the jurisdiction in which these assets are located at the time of the envisaged seizure. In the Netherlands, Aruba and the Netherlands Antilles this is normally done by a bailiff (process sever) at the request of the creditor. It does require court approval though this is normally easily obtainable.
The …
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UNLAWFUL ACTS UNDER THE LAWS OF THE DUTCH CARIBBEAN
Several requirements apply
Article 6:162 section 1 Netherlands Antilles Civil Code (NACC) stipulates four conditions for someone’s obligation to compensate damage based on an unlawful act (tort):
Article 6:163 NACC provides for an exception to the general rule of article 6:162 NACC: “There is no obligation to repair damage when the violated norm does not have as its purpose the …
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BARACK OBAMA: WHAT HAS THE DUTCH CARIBBEAN TO GAIN OR TO LOSE?
What if he becomes the next President of the U.S.?
We have seen the results in Iowa and New Hampshire: Barack Obama gained much attention and got many votes. So there is a (slight) chance that he might be the Democratic candidate in the U.S. Presidential race, although no one should underestimate Hillary Clinton. Obama might even win the race, although no one should underestimate John McCain either.
Theoretically, Barack Obama could be the next President and if so, for argument’s sake, how would that affect the Dutch Caribbean? In 2007, three U.S. Senators proposed a bill against tax havens and tax paradises. This …
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NEW GERMAN GAMING LAW IN VIOLATION WITH EU LAW
State monopolies granted exclusivity
New gaming/gambling legislation entered into force in Germany on 1 January 2008. Although one would expect Germany to observe the laws and regulations of the European Community, it confirmed the country’s state monopolies on lotteries and sports betting and, despite several judgments of the EU Court of Justice (e.g. Placanica et al.), it outlawed any other online gambling from both foreign and domestic sources.
It is also forbidden to place a bet from a computer in Germany with an operator outside Germany whose server is also outside Germany. In other words: it is illegal for Germans when …
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THE GLAMOROUS LIFE OF LAWYERS?
The New York Times on the Falling-Down Professions
Glitter. Glamour. Being a star. Making millions. Ally McBeal. L.A. Law expectations… Reality is different though, or isn’t it?
Apparently, starters want it all and quick, quick, quick (click here for the whole story). Who wants to be a lawyer/attorney or physician these days? Who wants a traineeship or apprenticeship? Who wants to study and work hard for many years before becoming rich and famous (if at all…)? Hedge funds and private equity firms seem to offer better chances for that. Fortunately, there are still many professionals without the …
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WEIRD COURT CASES
From coin toss to suing God
Professor Gary Slapper is a collector of amusing and curious anecdotes from the world of law. The most recent one he described is about a judge who called for a coin toss to decide a family dispute but finds himself tossed from the bench.
TimesOnline asked Professor Slapper to select 20 of his favorite bizarre disputes, prosecutions and lawsuits from the archive (click here to read his collection). No Netherlands Antilles judges are involved!
Karel Frielink Attorney (Lawyer) / Partner
(5 January 2008)
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CONSTITUTIONAL RESTRUCTURING PROCESS IN THE NETHERLANDS ANTILLES
What are some struggles that lay ahead for Curacao?
Soon, i.e. somewhere in 2009, Curacao will become an autonomous island within the Kingdom of the Netherlands. It is the next step in the development of the former colony Curacao into a more or less independent country.
Some points of attention and concern are (in random order):
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CHRISTMAS TREE OR HOLIDAY TREE?
An on-going debate
A (lighted and decorated) Christmas tree is one of the traditions of Christmas celebrations. But this name is not uncontroversial, in particular in the USA. Some believe it should be called a ‘holiday tree’, especially when it is the town’s or city hall’s tree. The reason: the constitutional separation between state affairs and religion.
One can be too politically correct, in my view. Nevertheless, the debate is not really about semantics. It’s about the role of religion in real life. Times are changing, even faster than our emotions can cope with. Other religions are rising and so is …
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THE ANNULMENT OF A DECISION BY A CORPORATE BODY UNDER DUTCH CARIBBEAN LAW
Annulment requires a court decision
A resolution of a Netherlands Antilles corporate body (NV, BV, association or foundation) may be declared null and void when there is no quorum, majority, proposal, nomination and proposal for appointment or authorization required by the corporate code or its articles (section 2:21 par 1 Netherlands Antilles Civil Code). A resolution shall further be null and void if and for so long as there is no approval of another constituent body required by the corporate code or the articles.
Every minority shareholder may request to annul a decision of a corporate body (section 2:21 par …
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FRANCHISE AGREEMENTS AND SANCTIONS UNDER THE LAWS OF THE DUTCH CARIBBEAN
A general authority to impose fines could be unenforceable
A franchise agreement normally contains certain sanctions in case one of the parties is not or only partially performing its obligations, e.g. the imposition of fines.
In accordance with Netherlands Antilles law, the standards of reasonableness and fairness and all specific circumstances of the case must be taken into account when applying such sanctions. In practice, this means that these sanctions may not always be enforceable.
The imposition of fines is a severe sanction, especially if the non-compliance is irreversible and cannot be remedied. In case of a general authority to …
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BUSINESS LICENSES UNDER THE LAWS OF THE DUTCH CARIBBEAN
A license is required
A Netherlands Antilles limited liability company (NV or BV) and each of its managing directors must obtain a business and directors license. Only managing directors that are born in the Netherlands Antilles and have the Dutch nationality are exempted and do not have to obtain a directors license.
If the company amends the objects clause of its articles of association a new business license must be obtained from the Department of Economic Affairs. A dismissal of a managing director should be notified to the Department of Economic Affairs. In addition, each company must have a local …
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