TELEVISION LAW IN THE DUTCH CARIBBEAN
Freedom of expression
The Antilliaanse Televisie Maatschappij N.V., a Curacao-based television broadcasting company, holds a license under the Television Act (‘Televisielandsverordening’). Its subsidiary TDS N.V. (“TDS”) holds a license for the operation of a cable TV network on Curacao.
Curacao Cable Television N.V. (“CCT”) has contested the exclusive rights of TDS. CCT has claimed that the Netherlands Antilles must grant a license for the operation of a cable television network in Curacao. It argued that granting TDS exclusive rights was a violation of the fundamental right of freedom of information and information gathering as laid down in …
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THE NETHERLANDS ANTILLES IS NOT A TAX-HAVEN
The Netherlands Antilles fully cooperates with the OECD
There are still government officials and others in several countries who believe that the Netherlands Antilles (Curacao) is a tax-haven. They are so wrong!!
Already on December 29, 1999, the Parliament of the Netherlands Antilles approved three tax bills, together known as the New Fiscal Framework (“NFF”). The principal reasons for the enactment of the NFF were the objective of the Government of the Netherlands Antilles to part from its tax-haven image and to revitalize its financial services industry. In order to do this, the off-shore regime was abolished, although grandfathering rules …
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SOCIAL NETWORKING SITES: BLAH, BLAH, BLAH?
BusinessWeek Debate
BusinessWeek asked two journalists about their position on the following issue (click here): “Facebook, MySpace, LinkedIn, and other networking Web sites that young people find so appealing are weak substitutes for making and cementing real business relationships in person. Pro or con?”
According to Jenna Goudreau, a BusinessWeek reporter, social-networking sites prove more of a distraction than a tool. Goudreau: “The inundation of friend requests and insignificant news feeds on sites like Facebook eat up valuable time that could be spent solidifying contacts in person.”
However, according to Erica Pelzek, a BusinessWeek.com intern, …
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THE INDEPENDENT BOARD OF SUPERVISORY DIRECTORS IN THE DUTCH CARIBBEAN
It should be mandatory for government-held companies
Limited liability companies, like the Netherlands Antilles NV or BV, may have a board of supervisory directors. The main task of such a board is to supervise the board of managing directors. According to the law of the Netherlands Antilles there are two different kinds of board of supervisory directors, the “regular” board and the so-called independent board of supervisory directors in accordance with article 2:139 of the Netherlands Antilles Civil Code. Within this context the word independent means that the supervisory directors are independent of the shareholders, interest groups (“belangengroepen”) and till …
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THE TRANSFER OF RECEIVABLES UNDER THE LAWS OF THE DUTCH CARIBBEAN
Notification may be an issue
Under Netherlands Antilles law receivables can be transferred unless a statutory or contractual provision or the nature of the receivable restricts or prohibits its transfer. Transfer of legal title to a receivable under Netherlands Antilles law requires: (i) a written instrument evidencing the assignments (‘cessieakte’); and (ii) notification to the debtor of the receivable which is being assigned.
Typically, in the event of securitization, originators do not want notification to be given to their debtors, which is why it has become practice to sell the receivables and postpone the notification necessary to have title the …
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THE TAX-EXEMPT LIMITED LIABILITY COMPANY IN THE DUTCH CARIBBEAN
Certain criteria will have to be met
A limited liability company (‘besloten vennootschap’; ‘BV’) is subject to Netherlands Antilles corporate income tax as any other taxable entity against the normal statutory corporate income tax rates (30%, including 15% Island Surcharges a total of 34.5% on Curaçao) and can obtain certain tax rulings. However, under certain conditions it is possible to obtain a tax-exempt status for a BV. As a consequence of this status, a BV will not be subject to Netherlands Antilles corporate income tax. To obtain such status the following criteria will have to be met:
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SECURITIZATION IN THE DUTCH CARIBBEAN
The Netherlands Antilles are an attractive jurisdiction
Netherlands Antilles (a.k.a. Dutch Caribbean) special purpose vehicles (“SPVs”) are commonly used in both cross–border financing transactions as well as in Netherlands Antilles domestic financing transactions.
As regards cross–border transactions, (synthetic and cash) securitizations, repackagings, collateralized debt obligations (“CDOs”) and collateralized loan obligations (“CLOs”) and leasing transactions, MTN and other note issuance programs are among the most popular transactions involving a Netherlands Antilles SPV.
There are a number of reasons why the Netherlands Antilles are an attractive jurisdiction in which to set up an SPV in structured financing transactions. The first of these …
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CREDIT INSTITUTIONS IN ARUBA
A license is required
The Aruba State Ordinance on the Supervision of the Credit System (Landsverordening toezicht kredietwezen, the “SOSCS”) prohibits anyone from engaging in the business of a credit institution (‘kredietinstelling’) in Aruba without a license issued by the Central Bank of Aruba (the “Central Bank”).
A credit institution is defined as an enterprise or institution that to an important extent makes its business of:
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SECONDMENT OF EMPLOYEES UNDER THE LAWS OF THE DUTCH CARIBBEAN
A license is required
Employees have a labor relationship with their employer (1st employer); the employer has the authority and power to instruct his employees. However, employees may have been seconded (‘gedetacheerd’) to another employer (2nd employer). The 2nd employer, the entity who receives the seconded employees, in general assigns tasks to the individuals and supervises the completion of such tasks. If the 2nd employer has the authority and power to instruct the employees, several mandatory rules of Netherlands Antilles employment law may then be applicable.
Whether or not the 2nd employer has the authority and power to instruct the …
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THE DUTCH CARIBBEAN ELECTRONIC SIGNATURE
Iris scans fall within its scope
The Netherlands Antilles National Ordinance Agreements via Electronic Channels of December 29, 2000 defines an ‘electronic signature’ as follows:
“electronic data attached to or logically associated with other electronic data which are used as a means of identification”
Consequently, the notion ‘electronic signature’ implies more than only digital signatures, also scanned signatures, biometric identification methods such as iris scans fall within its scope. The electronic signature has the same legal consequences as a written signature.
The Ordinance provides the requirements as to the contents, or the manner of establishment of an electronic signature, as …
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NETHERLANDS ANTILLES NOT ON UK GAMBLING WHITE LIST
Despite meeting the ‘white list’ criteria
Much to our surprise, the UK Department of Culture, Media and Sport (DCMS) has not admitted the Netherlands Antilles onto its ‘White List’ of gaming jurisdictions to be exempt from the impending advertising ban. The new UK regulations facilitate new powers in the Gambling Act 2005 to ban gambling adverts from companies operating outside the European Economic Area (EEA). Up to 1,000 online gaming companies are expected to be banned from advertising in the UK come 1 September 2007.
Jurisdictions wanting to be included on the white list will have to demonstrate that they …
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RECORD-KEEPING IN THE DUTCH CARIBBEAN
It is an obligation
The Netherlands Antilles Civil Code requires a company to keep its accounts and retain relevant data in such a manner that its obligations can be known at all times (Article 3:15a subsection 1). The foregoing obligation to “keep and retain” has to be met in such a manner that the requirements for the company involved can be known and are met. Specific mention is made to “retain records and other data carriers”.
In the official explanatory memorandum (‘Memorie van Toelichting‘) it is explained that “other data carriers imply microfilm and the like as these data carriers …
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