HOW SHOULD LAWYERS ADAPT TO THE CONCEPTUAL AGE?
Will Daniel Pink’s ‘A Whole New Mind’ change our lives?
Daniel Pink’s well-written book ‘A Whole New Mind’ describes how the world is moving from the Information Age (left-brain dominance) to the Conceptual Age (right-brain) and what it takes for individuals and organizations to excel. Pink discusses six aptitudes which he believes to be essential and on which professional success and personal fulfillment now depend: Design, Story, Symphony, Empathy, Play & Meaning.
The left-brain is all about logic and analysis and the right-brain is about creativity & synthesis as well as seeing the ‘big picture’. Based on his analysis he …
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THE NETHERLANDS ANTILLES APPROACH TO ACCOUNTING PRINCIPLES
US GAAP, Dutch GAAP, IAS, IAS Plus, IFRS?
Under Netherlands Antilles law, the management board of each legal entity is required to keep books for the financial condition of such entity in such a manner that the rights and obligations can be ascertained therefrom at any time: the adequate bookkeeping obligation. Violation of this obligation may result in liability.
Unless the legal entity is a foundation, the management board must draw up the annual accounts and an annual report. Except for the companies limited by shares (NV), the private limited companies (BV) and the co-operatives/mutual insurance associations, no specific requirements …
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LEGAL MERGERS IN THE NETHERLANDS ANTILLES
The Corporate Code provides for a simplified merger procedure
The acquisition of a business enterprise may take place through the purchase of shares (take-over), the purchase of assets and liabilities or a legal / statutory merger. The Netherlands Antilles Code on corporate law and other legal persons (the Code) contains detailed provisions for mergers of companies limited by shares (NV) and private limited companies (BV).
Basically, a legal merger entails the absorption of one legal entity by another in exchange for shares, or even without such exchange. The absorbed entity ceases to exist. A legal merger requires a notarial deed. …
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PUBLIC TAKE-OVER RULES IN THE NETHERLANDS AND THE NETHERLANDS ANTILLES
Legal battle between minority shareholders of Hunter Douglas and Bergson Holdings
Hunter Douglas NV is a company established in the Netherlands Antilles. It is the worlds largest producer of window blinds (Luxaflex) and a major manufacturer in architectural products. Its shares are listed at the Amsterdam stock exchange, Euronext. Bergson Holdings NV is also a Netherlands Antilles established company. Ralph Sonnenberg, the CEO of Hunter Douglas, ownes all of the outstanding shares in Bergson.
In May 2005, Bergson announced a plan for a (friendly) tender offer to acquire shares in Hunter Douglas: 10.5 million in cash for floating shares at …
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THE APPOINTMENT OF JUDGES IN THE NETHERLANDS ANTILLES VS THE USA
Judge Samuel Alito would not face a political debate in the Netherlands Antilles
US Supreme Court nominee Samuel Alito answered a lengthy questionnaire from the Senate Judiciary Committee. The Committee will begin considering his nomination today, 10 January 2006. Both lawmakers and special interest groups are participating in the debate. The process of filling a vacancy of especially the Supreme Court often result in (sometimes bitter) confirmation battles. It is unclear based on which considerations and ideological/political ideas a nominee will be chosen or rejected.
Courts in the Netherlands Antilles consist solely of Queen appointed judges; they …
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SUMMARY PROCEEDINGS IN THE NETHERLANDS ANTILLES
Preliminary relief within two weeks
In all matters in which an immediate injunction, measure, or decision is required, the parties may address themselves to the Court. If the matter does not require immediate resolution, the Court will deny the relief sought and refer the parties to the normal procedure. Preliminary relief proceedings (‘kort geding procedure‘) differ substantially from US summary proceedings.
This type of intervention by the Court is sought in many kinds of matters, including disputes concerning shareholders or attachments, or the enforcement of judgments. At the request of the claimant, the Court may stipulate in its order that …
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SECURITIZATION & THE NETHERLANDS ANTILLES
Netherlands Antilles special purpose vehicles are commonly used in cross-border financing transactions
Netherlands Antilles 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 is an attractive jurisdiction in which to set up an SPV in structured financing transactions. The first …
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NETHERLANDS ANTILLES MEMBER-MANAGED COMPANY
The right form for small businesses
On March 1, 2004 the new act on corporate law (Book 2 Civil Code; the ‘Act’) became effective. The Act shows a bold new approach to Netherlands Antilles corporate law as such. Until March 1, 2004 only manager-managed companies were known. According to the Act, the articles may provide that a company shall be a member-managed company, which is a company without a board of directors. The shareholders (members) are in charge of the company, including its day-to-day affairs. The member-managed company is for smaller companies, e.g. family businesses, with only one or a …
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THE NETHERLANDS ANTILLES PRIVATE FOUNDATION
The Private Foundation can be used for tax planning and asset protection
The Netherlands Antilles Private Foundation has been introduced in the Netherlands Antilles Law through the National Ordinance Regarding Foundations as published on October 31, 1998. Since March 1st, 2004, these rules are laid down in Book 2 of the Civil Code.
The Private Foundation possesses corporate personality but does not have a share capital. The Private Foundation is incorporated by deed executed before a Netherlands Antilles public notary and is registered in the Register of Foundations at the Chamber of Commerce.
The object of the Private Foundation may …
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THE NETHERLANDS ANTILLES
Is it a mysterious place?
The Netherlands Antilles form part of the Kingdom of the Netherlands. The other members of the Kingdom are Aruba and the Netherlands. The Netherlands Antilles in turn consist of five islands: Bonaire and Curacao (together with Aruba constituting the so-called ABC Islands, or Leeward Antilles, located in the South western Caribbean, near Venezuela). Curacao is the largest island of the Netherlands Antilles; and Saba, St. Eustatius and St. Maarten (together constituting the three S’s, or Windward Islands, located in the North eastern Caribbean, near Puerto Rico). St. Maarten consists of a Dutch and a French …
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NETHERLANDS ANTILLES HEDGE FUNDS
The Netherlands Antilles provide a favorable climate for hedge funds
The Netherlands Antilles currently provide a favorable tax, legal and regulatory climate for hedge funds. A fund vehicle can be established very quickly and very flexible.
Also, a new regulatory regime regarding the supervision of investment institutions and administrators and new anti-money laundering rules provides for comfort to investors. It is possible in the Netherlands Antilles to discuss in advance with the tax authorities what at arms’ length remuneration will be acceptable. A tax-exempt vehicle and several very low-taxed vehicles are available for hedge funds.
There is no requirement from …
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THE ULTIMATE CORPORATE ADVENTURE
Corporate legislation in the Netherlands Antilles
The law of the Netherlands Antilles (part of the Kingdom of the Netherlands) is still in full swing. The Netherlands Antilles government on a continuing basis is striving to introduce legislation and regulatory regimes in order to enhance its ability to attract quality business, and enable the country to maintain its reputation of pursuing high standards and integrity. Recent examples are the Act on the Private Fund Foundation (1998), a new Civil Code (2001), the Act on the Supervision of Trust Companies (2002) and the Act on the Supervision of Investment Institutions and Administrators …
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