THE CREDIT CRUNCH, THE ECONOMIC RECESSION AND MAJOR FRAUDS SCHEMES
Lawyers are having a heyday
Many countries, companies and private individuals are suffering severely from the credit crunch, the economic recession and the various fraud schemes (Madoff, Stanford, Enron, etc.). However, what causes misery to some represents opportunity to others, in this case, the lawyers.
The financial meltdown, for instance, has resulted in governments interfering in financial institutions, people being sacked, and litigation. Securities fraud results in litigation. It seems like a lawyers’ paradise, however let’s not forget that many lawyers are feeling the impact of the crisis as severely as everyone else.
It is however fair to say that …
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PLC CROSS BORDER LAW FIRM RECOMMENDATIONS
Netherlands Antilles
According to PLC Cross Border (Which lawyer?), Spigthoff Attorneys & Tax Advisers is one of two firms dominating the Netherlands Antilles market for international work, both on- and offshore.
Spigthoff ranks high in corporate / M&A and dispute resolution.
Martijn Welten, who specialises in corporate law, mergers & aquisitions and corporate litigation, is (highly) recommended in the areas of dispute resolution and corporate/M&A.
Karel Frielink comes recommended in the area of high net-worth private clients. Karel is highly recommended in the areas of …
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THE DISMISSAL OF A TRUSTEE IN BANKRUPTCY IN THE DUTCH CARIBBEAN
Dismissal not always at the sole discretion of the judge
A Netherlands Antilles bankruptcy judge may at any time after having heard or after having properly summoned the trustee in bankruptcy, dismiss the trustee and replace him by one or more other trustees. This may be done at the request of the debtor, the trustee himself, another trustee, one or more creditors, the commission of creditors, or by the Judge on his own motion. There are no provisions in the law that stipulate, by reference, according to which consideration(s) such application is decided upon by the Judge.
In a particular …
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RIGHT OF SET-OFF UNDER DUTCH CARIBBEAN LAW
One of the most modern regimes in the world
The legal concept of set-off may be defined as setting cross-claims off against each other to produce a single balance. For instance, if A were to have a claim against B for a sum of money, and B would have a cross-claim against A for a sum of money, then B is entitled to be absolved from payment of A’s claim to the extent of his cross-claim and is also entitled to use his cross-claim in pleadings as a defense in an action by A to enforce his claim.
Set-off functions …
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STRUCTURING TRANSACTIONS IN THE DUTCH CARIBBEAN, THE SKY IS THE LIMIT
Example: Parallel debt structures under Dutch Caribbean law
In a parallel debt structure, a company (the borrower) acknowledges a debt to an appointed agent by promising to pay the agent an amount equal to the sum of the borrower’s obligations under the (syndicated) loan agreement with the lenders. Thus an independent, parallel debt is created between the borrower and the agent for which it is (further) agreed that this debt (not only becomes due and payable but also) will be considered paid and discharged at the same time and to the same extent as the underlying loans so that (of …
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BANKRUPTCY AND INTEREST CLAIMS IN THE DUTCH CARIBBEAN
Bankruptcy vs non-bankruptcy claims
There are special statutory provisions regarding agreed interest rates, for instance, in a contract between the creditor and a party who subsequently goes bankrupt, during a bankruptcy (faillissement) and moratorium on payements (surseance van betaling). It is explicitly stated in the Netherlands Antilles Bankruptcy Decree (Faillissementsbesluit 1931) that only the interest accumulated prior to a pronunciation of bankruptcy may be paid from the bankruptcy assets (faillissementsboedel). In the event of a moratorium on payments a similar provision exists.
Bankruptcy does not mean that the bankrupt party ceases to be a debtor of non-verifiable claims. If at …
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DUTCH CARIBBEAN LAW REGARDING CORPORATE AUTHORITY
Trade Register should be checked
Netherlands Antilles law provides that, subject to restrictions laid down by the Netherlands Antilles Corporate Code or a corporation’s articles of association, the board of directors of a corporation shall be competent to represent the corporation, e.g. a limited liability company (NV or BV). In the event of the corporation having several managing directors, any managing director shall be competent, insofar as not otherwise provided by the articles of association. The articles of association may also grant other officers, to be designated by or pursuant to the articles, representative authority, whether or not together with …
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THE DUTCH CARIBBEAN PRIVATE FOUNDATION AND ITS SUPERVISORY DIRECTORS
Only natural persons may be appointed
The articles of incorporation of a Private Foundation (PF) may provide, if so desired, that the authority of the board to make distributions is subject to the consent of the founder, a Supervisory Board or another body established within the PF e.g. an Advisory Board.
It should be noted that a corporate body that is not designated as a Supervisory Board but that has the characteristics of a Supervisory Board may qualify as such under Netherlands Antilles law. If this is the case, the following is applicable:
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TEXAS BILLIONAIRE ALLEN STANFORD ACCUSED OF FRAUD
Stanford fraud charges tricker panic
Fraud charges laid against Allen Stanford sparked panic across the Caribbean. Stanford and his companies, among them Stanford International Bank Ltd. (a private offshore investment bank in Antigua), Stanford Group Co. and Stanford Capital Management LLC are subject to a fraud inquiry.
According to The Daily Herald “The ripple effects of the “massive ongoing fraud” charges against Texan billionaire Allen Stanford are seeping into the Netherlands Antilles where several people and businesses have invested in Stanford International Bank.” Victims in the Netherlands Antilles and Aruba may contact the …
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THE OFFERING OF NOTES IN THE DUTCH CARIBBEAN
Only to licensed credit institutions
Any Notes (including rights representing an interest in a Note in global form) that are offered as part of their initial distribution or by way of a re-offering in the Netherlands Antilles, shall, in order to comply with the Netherlands Antilles National Ordinance on the supervision of banking and credit institutions 1994, only be offered, sold, transferred or delivered in the Netherlands Antilles to credit institutions licensed in accordance with the Ordinance or that are in possession of an individual exemption granted by the Central Bank of the Netherlands Antilles.
Insofar as services and/or products …
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THE STRUCTURE OF A DUTCH CARIBBEAN FUND
It is easy and inexpensive to set up a SPV (Special Purpose Vehicle)
From a legal point of view, establishing a fund in Curaçao is very attractive under the corporate law in force since March 1, 2004, whereby a private limited liability company (besloten vennootschap) can be established very quickly and flexibly. Virtually everything is possible with this new legal entity. There is no minimum issued share capital requirement. Incorporation may be done within a day does not require any prior governmental approval. It is possible to split voting rights and dividend rights. There is no statutory requirement to have …
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THE SHAREHOLDERS REGISTER OF A DUTCH CARIBBEAN LIMITED LIABILITY COMPANY
Shareholders may inspect the register
Every shareholder of a Netherlands Antilles NV or BV may inspect the register of the company regarding the shares held by them. The articles of association of a particular company may confer the right for inspection on others. In most cases a shareholder may however only inspect the register of the company in so far as the shares held by him are concerned.
Shareholders, who alone or jointly with other shareholders, may cast at least ten percent of the votes with regards to a specific matter, may request in writing that the management or supervisory …
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