International Law

DUTCH CARIBBEAN CORPORATE LAW IN PRESSING CIRCUMSTANCES

By Karel.Frielink

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 survival of the company, selling the company?s business or a substantial part thereof without the required approval may nevertheless be justified. Only in very special circumstances may the principles of reasonableness and fairness set-aside applicable rules.

Karel Frielink
Attorney (Lawyer) / Partner

Full post as published by Karel's Legal Blog on December 12, 2008 (boomark / email).