DUTCH CARIBBEAN CORPORATE LAW IN PRESSING CIRCUMSTANCES
Rules of law, articles and contract may be set aside
According to Section 2:7(2) of the Netherlands Antilles Civil Code, any rule imposed, for instance, on board members or shareholders of a limited liability company, will not be deemed to apply, to the extent, in the given circumstances, that these would be unacceptable in terms of reasonableness and fairness.
Generally speaking, the management board of a company is not entitled to sell the company’s business or a substantial part thereof, without the approval of the shareholders’ meeting.
However, in the event an immediate and urgent decision is absolutely necessary for the …
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DRAG-ALONG RIGHTS UNDER THE LAWS OF THE DUTCH CARIBBEAN
Drag-along rights may be validly created
A drag-along right is a right that enables a majority shareholder to force a minority shareholder to join in the sale of his shares in a company (NV or BV). The majority shareholder doing the dragging must give the minority shareholder the same price, terms, and conditions that apply to him. The question with regards to Dutch Caribbean law is whether the articles of association of an NV or BV may contain drag-along provisions.
Article 2:257(1) of the Netherlands Antilles Civil Code reads as follows: “The articles may provide that, in cases to be …
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CORPORATE CONFLICTS OF INTERESTS UNDER THE LAWS OF THE DUTCH CARIBBEAN
A particular provision may help to prevent disputes
The board of directors has the function of managing, i.e., making policy and conducting the day-to-day management of the corporation. Except for restrictions in the articles of association, the board of directors is responsible for the management of the BV or NV (private or public limited liability company) and is authorized to represent it.
A conflict of interests is not in itself improper. The manner in which one deals with it determines the propriety of a transaction or one’s conduct. According to Article 2:11 par. 3 of the Netherlands Antilles Civil Code, …
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