TRANSFERS FOR NO CONSIDERATION UNDER THE LAWS OF THE NETHERLANDS ANTILLES
The law protects creditors
In general, Netherlands Antilles law does not prohibit transfers for no consideration. However, it should be pointed out that under Netherlands Antilles law statutory provisions exist which see to it that no transactions are done for no other reason than to disadvantage creditors or making recourse of creditors impossible. For example, Section 3:45, paragraph 1, of the Civil Code states that if an obligor, in the performance of a legal act to which he is not obligated, knew or ought to have known that this would adversely affect the possibility of recourse of one or more …
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EMERGENCY MEASURES IN RESPECT OF NETHERLANDS ANTILLES BANKS
Several measures available to the Central Bank
The Netherlands Antilles Ordinance on the Supervision of Banks and Credit Institutions 1994 provides for several measures that may be implemented with respect to a credit institution, including in view of liquidity or solvency concerns. The legal provisions with respect to a moratorium under the Bankruptcy Act do not apply to a credit institution.
The Bank van de Nederlandse Antillen (“Central Bank”) is the regulatory authority for credit institutions and has the authority to impose requirements on credit institutions with respect to the manner the banking business is conducted, in the interest of …
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CENTURION – 100,000 ECADEMISTS
100,000 members milestone for Ecademy
Today, Ecademy has reached the milestone of 100,000 members. Ecademy is a business and social networking site founded by Penny and Thomas Power.
I’m using Ecademy for business networking. Why? Ecademy provides business people around the world with:
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NETHERLANDS ANTILLES AVIATION LAWS
Registration of aircrafts
In accordance with article 2 of the Netherlands Antilles Aviation Ordinance (P.B. 2001, no. 151) it is prohibited to fly with an aircraft which is (a) not provided with a valid proof of registration, (b) not provided with a nationality mark and a registration mark, (c) not provided with a valid proof of the capability to fly and (d) which is not airworthy.
The Ordinance on Aviation Supervision (P.B. 2003, no. 56) contains regulations with regard to the entry for aircrafts in the nationality register. In the nationality register of the Netherlands Antilles, aircrafts are entered if …
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CAN A SHAREHOLDER CLAIM COMPENSATION FOR HARM DONE TO THE COMPANY UNDER THE LAWS OF THE NETHERLANDS ANTILLES?
No derivate suit
If the assets of a company are impaired by a third party in a way that cannot be accepted by the law, e.g. an act of tort, and as a result of which the value of the shares in principle decreased, it is only the company that is authorized and entitled to take legal action against this third party. The shareholders of the company are not authorized and entitled to do so pursuant to the Dutch Supreme Court, December 2, 1994, NJ 1995, 288 in the case of Poot vs ABP: in this case it has been …
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THE BANKRUPTCY TRUSTEE VERSUS INDIVIDUAL CREDITORS OF A BANKRUPT UNDER THE LAWS OF THE NETHERLANDS ANTILLES
The bankruptcy trustee has exclusive powers
In a bankruptcy, the rights and powers to which the bankrupt company is entitled (for example the challenge of a claim) may only be exercised by the bankruptcy trustee.
Also, only the bankruptcy trustee may exercise significant rights to which every individual creditor is entitled outside of the bankruptcy. For example, once the company has been declared bankrupt, individual creditors of the company may not in court challenge the validity of a co-creditors claim. These issues exclusively belong to the field and authorities of the bankruptcy trustee.
The bankruptcy trustee represents the interests of …
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REQUESTING A JOINDER UNDER THE LAWS OF THE NETHERLANDS ANTILLES AND ARUBA
The petitioner must have an interest
In proceedings pending between two or more parties, a third party may file a motion requesting a so-called joinder.
The Dutch Supreme Court (May 3, 1957, NJ 1959, nr. 62) decided that a request for joinder between parties in pending proceedings may only be sustained, if there is proof of an interest of the requesting party to join the side of one of the parties to the pending proceedings for purposes of supporting this party’s position, and thus to prevent prejudice of the rights or the legal position of the requesting party itself, which …
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RECORD KEEPING BY FUND ADMINISTRATORS IN THE NETHERLANDS ANTILLES
A document retention policy should be in place
Administrators and self-administered investment institutions should have policies in place or take such measures as may be needed to prevent the misuse of technological developments in money laundering or terrorist financing schemes. They should also have policies and procedures in place to address any specific risks associated with non-face to face business relationships or transactions. These policies and procedures should apply when establishing customer relationships and when conducting ongoing due diligence.
Administrators and self-administered investment institutions should ensure compliance with the record keeping requirements contained in the relevant Netherlands Antilles money laundering …
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UNITED STATES BANS INTERNET GAMBLING
Double standards?
On 30 September 2006, US Congress approved a bill that bans most forms of internet gambling (betting), including poker. The measure has been sent to President Bush to sign into law, which he will undoubtedly do soon.
The ‘Unlawful Internet Gambling Enforcement Act of 2006’ is attached to the Safe Port Act as part VIII… The two matters are not related at all, but this way it could be past last-minute with no debate and no formal vote on the issue itself. That’s what is called democracy…
The new legislation would make it illegal for banks and credit …
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THE NATURE OF A PROSPECTUS
A prospectus should be prepared with the highest standard of care
A Netherlands Antilles based investment fund may offer shares in its capital to investors by means of a prospectus. A prospectus is a.k.a. e.g., an offering memorandum, private placement memorandum (PPM) or an explanatory memorandum. The prospectus aims at informing the target market as well as protecting investors.
The prospectus contains details a.o. about the (structure of the) fund, the investment policies, risk factors, the shares offered, selling restrictions, the redemption or repurchase of shares, tax issues, the calculation of the net asset value (NAV) and fees and costs. …
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HOW TO CONTROL SUBSIDIARIES?
The articles may provide for an instruction right
I received a question about controlling one’s subsidiaries. I assume that the (Netherlands Antilles) holding owns the majority of shares in the subsidiaries.
In general, it is the (managing board of a) holding company that exercises voting rights attached to the shares in its subsidiaries, i.e., the holding in fact is the general meeting of shareholders of such subsidiaries.
If the holding company wants a subsidiary to carry out its wishes or policies, than either the holding company should be the managing director of such subsidiary or the managing board of the …
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WHAT IS THE EFFECT OF ATTACHING SHARES UNDER THE LAWS OF THE NETHERLANDS ANTILLES?
Relative effect only
A conservatory attachment (or arrest) serves the purpose of trying to prevent a debtor from frustrating recovery by his creditor, for example, by alienating, removing, or hiding assets. However, under Netherlands Antilles law an attachment has a relative effect only: any subsequent transfer would be void in relation to the party that levied the attachment only.
The attachment, however, does not generally prevent a transfer of the shares. If the debtor would decide to transfer the shares regardless of the attachment, he could in principle be held liable on the basis of tort (for what it is …
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