NEWSLETTER
THE SELLING OF SHARES BY A DUTCH CARIBBEAN COMPANY
- January 04, 2010 5:24 AM
Answers to foreign counsel queries
A Netherlands Antilles company (NV or BV) may have assets, both local and foreign. Not seldom such a company wants to sell all or a portion of its assets.
A COMPARISON OF THE DUTCH BV AND THE DUTCH ANTILLEAN BV
- December 29, 2009 11:53 AM
There are similarities and differences
There are certain similarities between the Dutch and the Antillean BV, in fact they are fundamentally the same type of entity. The main object of the Antillean legislator was, however, flexibility and maximum freedom of organization and presentation.
Nobel Winds & Breezes
- December 24, 2009 3:43 AM
Let’s talk about winds. Nobel winds. Nobel winds and breezes. Sometimes law even has something to say about the wind, for instance, when you consider building or buying a wind farm at a certain site.
THE INCORPORATION OF A NETHERLANDS CARIBBEAN LIMITED LIABILITY COMPANY
- December 14, 2009 4:21 AM
Incorporating an NV or BV is not a hassle
The act on corporate law (Book 2 Netherlands Antilles Civil Code) governs the NV (‘public limited liability company’) and BV (‘private limited liability company’).
THE CUSTODY OF SECURITIES IN THE NETHERLANDS CARIBBEAN
- December 07, 2009 6:20 AM
Separate legal entity
Generally, securities that must be held by a Netherlands Antilles bank on behalf of its clients will be held by a custodian. In most cases the custodian is either a foundation (‘stichting’) or a wholly owned subsidiary (NV or BV) of the bank.
NETHERLANDS CARIBBEAN BANK N.V. IN LIQUIDATION
- December 02, 2009 3:03 PM
Notice of Filing Final Account
NETHERLANDS CARIBBEAN BANKS AND REGULATORY ISSUES
- November 30, 2009 5:55 AM
A bank has less freedom than an ordinary legal entity
What would be the requirements, from a regulatory point of view, if a Netherlands Antilles bank wished to sell its entire business or a substantial part thereof? Would it require approval from the Netherlands Antilles Central Bank (de ‘Bank van de Nederlandse Antillen’)?
HELP MAKE CURACAO ABLED
- November 24, 2009 3:02 AM
The Laura and Wagner Foundation Fundraising Evening
On Thursday December 3, 2009, the Laura and Wagner Foundation are holding a fundraising evening at the Netherlands Antilles Central Bank.
THE DUTCH CARIBBEAN AND ITS CIVIL LAW SYSTEM
- November 24, 2009 2:56 AM
Abstract rules are the starting point
The Netherlands Antilles are an autonomous part of the Kingdom of the Netherlands. The Kingdom of the Netherlands is composed of three parts: the Kingdom in Europe (popularly known as Holland, north of Belgium and west of Germany), the Netherlands Antilles (in the Caribbean Sea, north of Venezuela), and Aruba (also in the Caribbean Sea, north of Venezuela).
THE ARTICLES OF ASSOCIATION OF A DUTCH CARIBBEAN LEGAL ENTITY (III)
- November 16, 2009 6:19 AM
Case law the principle of good faith
A legal entity and all involved in its organization have a legal duty to behave towards each in accordance with the principles of reasonableness and fairness, i.e. (objective) good faith.
THE ARTICLES OF ASSOCIATION OF A DUTCH CARIBBEAN LEGAL ENTITY (II)
- November 09, 2009 4:17 AM
Limitations on the applicability of provisions
As a general matter of Netherlands Antilles law, the interpretation of terms contained in legal documents, such as the articles of association and the by-laws, however only to a certain extent, inter alia subject to the intention of the parties, and the enforcement thereof, is subject to the overriding principle of “fairness and reasonableness” (in Dutch: “redelijkheid en billijkheid”) meaning that under certain circumstances a term of the articles of association or by-laws may not be applicable in so far as this term would in such circumstances be contrary to this principle.
THE ARTICLES OF ASSOCIATION OF A DUTCH CARIBBEAN LEGAL ENTITY (I)
- November 09, 2009 4:13 AM
Ranging from basic to extremely complex
Under the laws of the Netherlands Antilles, public and private limited liability companies (NVs or BVs), foundations, co-operatives, mutual insurance societies and associations are considered legal entities.
BREACH OF CONTRACT IN THE DUTCH ANTILLES (V)
- November 02, 2009 4:51 AM
Restrictions on termination
With regards to damages, the aim thereof is generally to restore the creditor to the position he would have been in had the contract been fulfilled. In case of breach of contract, the damages will usually be assessed by considering the situation the creditor would be in if restored to the position he would have been in had the contract been performed properly, by looking at costs incurred, wasted expenditure, any loss of profits etc
BREACH OF CONTRACT IN THE DUTCH ANTILLES (IV)
- November 02, 2009 4:49 AM
Non-performance as a response to non-performance
Whenever a party to a contract is faced with non–performance by the other party, the party’s first reaction might well be to suspend its part of the contract. In the legal sense of the word, suspending or withholding performance may be described as both a defense and a self help remedy, which a party can use when the other party does not perform its obligations under the contract.
BREACH OF CONTRACT IN THE DUTCH ANTILLES (III)
- November 02, 2009 4:46 AM
Different cases of breach of contract
Any question of breach starts with an inquiry into the type of obligation at hand. It is necessary to know more about the type of obligation at hand in order to determine whether a party has failed to perform that obligation.
BREACH OF CONTRACT IN THE DUTCH ANTILLES (II)
- November 02, 2009 4:45 AM
Entitlement to specific performance
Under the Netherlands Antilles Civil Code the demand for specific performance is not a remedy for breach of contract in a strictly legal technical sense. In this system the entitlement to specific performance is a consequence of the duty to perform a (contractual) obligation.
BREACH OF CONTRACT IN THE DUTCH ANTILLES (I)
- November 02, 2009 4:34 AM
Failure to properly perform
Under the Netherlands Antilles Civil Code (CC) breach of contract is defined as a failure to properly perform, perform on time, or to perform at all, which failure is attributable to one of the parties If a debtor breaches his obligations there are various courses of action available to the creditor.
Amsterdam Court of Appeal on liability of trust directors
- October 29, 2009 2:37 PM
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.
European Court of Justice on protection of minority shareholders
- October 15, 2009 6:32 AM
According to the European Court of Justice, in its decision of 15 October 2009, community law does not include any general principle of law under which minority shareholders are protected by an obligation on the dominant shareholder, when acquiring or exercising control of a company, to offer to buy their shares under the same conditions as those agreed when a shareholding conferring or strengthening the control of the dominant shareholder was acquired.
Good Corporate Governance on Sint Maarten
- October 05, 2009 1:48 PM
On October 2, 2009 Mr. Karel Frielink held a lecture on Sint Maarten entitled ‘Good Corporate Governance op Sint Maarten: wordt het een lange of korte weg van papier naar praktijk?’
Lawyer Roeland Zwanikken considers legal action against ABN AMRO Bank
- May 08, 2021 6:14 PM
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- May 07, 2021 8:04 AM
Juridische miljoenenstrijd tussen BNP Paribas en Italiaanse prinses verhardt
- February 22, 2021 4:51 PM
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