RESTRUCTURING, REFINANCING AND CREDITOR PROTECTION

Diligence is required

Especially in these times of global economic and financial turmoil, an international group of companies (or part thereof) might want to consider restructuring and refinancing its operations or may be already in the process of doing so. When considering or carrying out such plans, careful thought must be given to potential (legal) risks involved. For instance, in many jurisdictions specific statutory provisions exist regarding fraudulent preference actions, i.e. actions that prejudice (specific) creditors. Such provisions often also apply in full with respect to (individual companies belonging to) a group of companies, and should not be overlooked in …
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22
Sep 2015
CATEGORY

Finance

COMMENTS No Comments

OPPORTUNITIES TO MEET ME

Amsterdam, The Hague & Vienna

I am going to attend the following conferences:

  • Consular Conference – The Hague, 22 September 2015
  • InterExpo / 20th Trade Mission – Amstel Hotel Amsterdam, 23 – 25 September 2015
  • International Chamber of Commerce (ICC), FraudNet Conference – Vienna, Austria, 1 – 3 October 2015
  • IBA (International Bar Association) International Conference – Vienna, Austria, 4 – 7 October 2015
  • I hope to meet many colleagues and others from all over the world.

    Karel Frielink (Attorney/Lawyer, Partner)

    (17 September 2015)

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    17
    Sep 2015
    CATEGORY

    Legal

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    FRAUD (part II)

    Legal forms of fraud

    The person who forges a diploma, agreement or identity document is guilty of a criminal offence. Although the concept of ‘fraud’ is only mentioned in relation to human trade in the Criminal Code of Curaçao, there are various offences which can have a relationship with fraud in the sense meant herein: forgery, embezzlement, swindle, (fraudulent) bankruptcy and bribery.

    In civil-law relationships the doctrines such as breach of contract, wrongful act, misleading advertisement, error and deception come to mind. In addition, there are lots of other Acts with special provisions such as tax law. I will pass …
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    12
    Sep 2015
    CATEGORY

    Legal

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    FRAUD (part I)

    Curaçao

    Fraud is an everyday occurrence. It is of all times, and a phenomenon that happens in every country. In discussions about fraud (and corruption) in Curaçao you regularly see that people refer to other countries, in particular to the Netherlands, to downplay this phenomenon here somewhat. The small number of criminal prosecutions and convictions are often mentioned. In this connection it is often said that they are of ‘a political nature’. Sometimes it is even alleged that someone’s integrity can only be discussed when there is a criminal conviction. We can delude ourselves a lot!

    In the event of …
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    08
    Sep 2015
    CATEGORY

    Legal

    COMMENTS No Comments

    NO DERIVATIVE ACTION IN CURACAO

    A claim based on tort is possible though

    Curaçao corporate law does not provide for any derivative suit mechanism (and neither do the laws of Aruba, St. Maarten and the BES-islands). This matter was first decided in the cases of Poot v. ABP, Hoge Raad (Dutch Supreme Court) 2 December 1994, NJ 1995, 288, and Constance et al. v. Noro et al., Gemeenschappelijk Hof van Justitie van de Nederlandse Antillen en Aruba (Joint Court of Appeal of the Netherlands Antilles and Aruba) 13 December 1994, SJD 1994, 498.

    However, a shareholder suffering derivative damage may commence proceedings against, for instance, …
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    02
    Sep 2015
    CATEGORY

    Corporate

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    CURACAO NORTH SEA JAZZ FESTIVAL 2015

    CNSJ – The marquee musical event of the Caribbean 

     

    Excellence, in both law and music,

    is the art of playing with the Rules

     

    CNSJ-BZSE-2015-Klein 

    Let’s crack some ‘nuts’ now!

    BZSE Attorneys at Law / Tax Lawyers / Mediation – Dutch Caribbean

    (27 August 2015)

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    27
    Aug 2015
    COMMENTS No Comments

    FRAUDNET – THE POWER OF ONE GLOBAL NETWORK

    FraudNet in action

    According to The Irish Times, lawyer Antenor Pereira Madruga Filho (a member of FraudNet) is hired by the Irish Government to represent it in a high-profile case involving a lawyer who fled Ireland in 2007 with debts of €80m. The lawyer was arrested in Brazil almost two years ago and has been held since in a prison (click here for the newspaper article). FraudNet Members are regularly in the news and you can read about some of them here.

    FraudNet is a worldwide network of lawyers specialized in asset tracing and …
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    25
    Aug 2015
    CATEGORY

    Legal

    COMMENTS No Comments

    PRE-TRIAL MOTIONS IN CURACAO

    Differences with the United States

    Curaçao civil proceedings differ substantially from those in the United States. In Curaçao there are, for instance, no juries. In principle, legal proceedings are basically conducted in writing. Oral pleadings are customary in preliminary relief proceedings, but optional in proceedings on the merits. Discovery proceedings like those in the United States do not exist. Pre-trial motions similar to those in the United States do not exist in Curaçao either. There are, however, so-called incidents or ancillary proceedings in Curaçao.

    An ancillary proceeding may be a separate procedural step or an ancillary step within the framework …
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    18
    Aug 2015
    CATEGORY

    Legal

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    DUTIES OF A MANAGING DIRECTOR OF A DUTCH CARIBBEAN NV OR BV

    Acting in the best interests of the company

    Although not explicitly provided for in Book 2 of the Civil Codes of Curacao, St. Maarten and the BES-islands (Bonaire, St. Eustatius and Saba) (“CC”), it is considered a general rule of corporate law that the management board (a.k.a. board of directors) must act in the best interests of the company (an NV or BV) in the performance of its duties, even when acting on instructions from others (e.g. shareholders). This includes the interests of the shareholders, the employees and, according to most legal writers, the creditors of the company.

    The management …
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    10
    Aug 2015
    CATEGORY

    Corporate

    COMMENTS No Comments

    BZSE ADVOCATEN CURACAO

    Ondernemingsrecht en financieel recht

    BZSE Advocaten en Belastingadviseurs heeft vestigingen in St. Maarten en Curaçao. Het werkterrein van het kantoor omvat echter ook Aruba, Bonaire, St. Eustatius en Saba.

    In het kantoor te St. Maarten werken vijf partners en in het kantoor Curaçao twee. De Curaçaose partners zijn Karel Frielink en Jaap Maris. Karel is ruim 25 jaar advocaat; Jaap zo’n 10 jaar, maar hij heeft daarnaast 5 jaar ervaring als senior legal counsel bij een grote bank-verzekeraar.

    De belangrijkste rechtsgebieden waarop de partners in Curaçao werkzaam zijn: ondernemingsrecht, handelsrecht en financieel recht. De nadruk ligt op adviseren en (her)structureren, …
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    05
    Aug 2015
    CATEGORY

    Legal

    COMMENTS No Comments

    THE CONCEPT OF LIABILITY IN THE DUTCH CARIBBEAN

    A three-part distinction

    With regard to liability a three-part distinction can be made. The first distinction relates to the basis of the liability: liability pursuant to a contractual relationship (the attributable failure in this respect) and liability pursuant to a wrongful act.

    Another distinction relates to the personal liability (thus for the party’s own actions or omissions) and vicarious and/or strict liability: liability for or the acts and omissions of others (vicarious liability) or liability for certain things that happen (strict liability).

    For example, employers can be held vicariously liable for certain actions of their employees. According to the Civil …
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    03
    Aug 2015
    CATEGORY

    Legal

    COMMENTS No Comments

    BZSE ATTORNEYS – STRAIGHTFORWARD

    The Curaçao partners of BZSE

    Law is a people’s issue. Clients prefer people to buildings. They are seeking assistance from an expert they can trust. An expert who is able to really listen and who actually adds value to their case.

    Quality, continuity and stability are the foundations of the personalized approach by BZSE. In both the civil law as well as in the tax practice, the attorneys and tax lawyers have many years of outstanding service in the Dutch Caribbean.

    As of its incorporation, BZSE Attorneys at Law and Tax Advisers has been active throughout the Dutch Caribbean: Aruba, …
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    15
    Jul 2015
    CATEGORY

    Legal

    COMMENTS No Comments