SUPERVISORY DIRECTORS ARE A TYPE OF BAYWATCHERS
When you dress a lizard in a suit you will have trouble with his tail!
A seminar on Financial Institutions and their Supervisor was held in Aruba on Wednesday April 20, 2016. The seminar was organized by the Aruba Bankers’ Association & Insurance Association of Aruba. I was one of the keynote speakers and delivered my presentation in the English language (click here for the presentation).
I have addressed several issues. Here follow a few quotes:
What makes financial institutions like banks and insurance companies special is that the scope of duties of managing and supervisory directors …
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AMSTERDAM COURT OF APPEAL ON LIABILITY OF TRUST DIRECTORS
Trust directors not treated differently from regular directors
The board of directors of an NV or BV may contractually agree to a limitation of its powers to manage the company. Such arrangements are typical for trust offices engaged by a foreign ultimate beneficiary to render services to ‘his’ company, i.e. the client of a trust office. In principle, any contract a board of directors enters into binds the board and thereby limits its power. However, notwithstanding such a contract, it is still the board of directors that is in charge of managing the affairs of the company.
A distinction should …
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LECTURE ON GOOD CORPORATE GOVERNANCE
BZSE law office on Sint Maarten celebrates merger
On October 2, 2009 BZSE law firm (BergmanZwanikkenSnowEssed) celebrated the merger of Bergman and ZwanikkenSnowEssed law offices and the official opening of their new offices in Belair (St. Maarten) with a lecture on good corporate governance. I was the keynote speaker and delivered my presentation in the Dutch language (click here for the presentation or click here for The Daily Herald’s coverage of the event).
I argued that government-companies should be left out of the political sphere as much as possible, so they can …
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CONVERSION OF A DUTCH CARIBBEAN LIMITED LIABILITY COMPANY
An NV may be converted into a BV and vice versa
The Netherlands Antilles Civil Code provides for an NV to be converted into a BV and vice versa. Conversion does not terminate the existence of the legal entity.
Conversion requires a resolution. A resolution to convert and to amend the articles has to be adopted, if only to satisfy similar requirements as for a resolution to amend the articles. The conversion shall become effective by execution of a notarial deed of conversion, and said deed must contain the new articles of association.
A conversion balance sheet must be attached to …
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