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International Law

Karel's Legal Blog

Attorney / Lawyer Karel Frielink discusses legal issues relating to Aruba and the Netherlands Antilles (Curacao, Bonaire, St. Maarten, Saba and St. Eustatia).
By Karel Frielink

Post Frequency: 1/day

Last Entry: November 02, 2020 at 12:06:26

FOREIGN CLAIMS SECURED BY ARUBAN SECURITY RIGHTS

Posted on January 23, 2010
The foreign law governed claim must be sufficiently identifiable Many financing arrangements are of a cross-border nature. For instance, a loan agreement governed by English law with the loan secured by a right of pledge governed by the laws of Aruba...

DRAG-ALONG RIGHTS UNDER THE LAWS OF ARUBA

Posted on January 16, 2010
Drag-along rights may be validly created On January 1, 2009 the new Aruba Ordinance on companies with limited liability (vennootschap met beperkte aansprakelijkheid; VBA) became effective. 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 (VBA)...

SEPARATION BETWEEN LEGAL AND BENEFICIAL OWNERSHIP OF SHARES IN THE DUTCH CARIBBEAN

Posted on January 09, 2010
The beneficial owner of shares is not a shareholder On March 1, 2004 the act on corporate law (Book 2 Netherlands Antilles Civil Code) became effective. The Act governs NVs (?public limited liability company?) and BVs (?private limited liability company?)...

THE SELLING OF SHARES BY A DUTCH CARIBBEAN COMPANY

Posted on January 02, 2010
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. If foreign assets or a foreign buyer is involved, foreign counsel always asks questions about the laws of the Netherlands Antilles...

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HAPPY NEW YEAR TO ALL OF YOU

Posted on January 01, 2010
The year 2010 has begun I wish you good health and heartfelt happiness. Let?s hope 2010 will be a better year, especially for the poor, the oppressed and the sick among us. May we all defend and honor human rights. And now for something completely different...

FINAL POSTING OF 2009

Posted on December 23, 2009
Nobel Winds & Breezes Good poetry begins with the lightest touch, a breeze arriving from nowhere, a whispered healing arrival, a word in your ear, a settling into things, then like a hand in the dark it arrests the whole body, steeling you for revelation...

A COMPARISON OF THE DUTCH BV AND THE DUTCH ANTILLEAN BV

Posted on December 19, 2009
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...

ERVAREN ADVOCATEN GEZOCHT VOOR SPIGTHOFF CURACAO

Posted on December 18, 2009
Vacatures: Ondernemende Advocaten met 3-5 jaar werkervaring Spigthoff Curacao is een commercieel full-service kantoor met focus op ondernemingsrecht, financieel recht, belastingrecht en geschillenbeslechting. De advocaten en belastingadviseurs van Spigthoff adviseren en procederen op uiteenlopende rechtsgebieden en begeleiden transacties, zowel op de lokale markt als internationaal...

THE INCORPORATION OF A NETHERLANDS CARIBBEAN LIMITED LIABILITY COMPANY

Posted on December 12, 2009
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?). These companies can be used for group finance or holding activities, (international) joint-ventures, funds, structured finance and ?plain-vanilla? (local) activities...

THE CUSTODY OF SECURITIES IN THE NETHERLANDS CARIBBEAN

Posted on December 05, 2009
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

Posted on December 01, 2009
Notice of Filing Final Account Notice is hereby given that, pursuant to Section 31, paragraph 7, of the Netherlands Antilles Civil Code, on the 1st of December 2009, the liquidator?s final account has been lodged for inspection at the office of the company (Kaya W...

NETHERLANDS CARIBBEAN BANKS AND REGULATORY ISSUES

Posted on November 28, 2009
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?)? Generally, if the activity at [...

TED ? IDEAS WORTH SPREADING

Posted on November 25, 2009
Riveting talks by remarkable people, free to the world How to keep yourself informed about the newest innovations and the most fascinating ideas of our time? Through TED.com (free videos), the TED annual conferences, the annual TED Prize, local TEDx events and TED Twitter...

AN INCONVENIENT TRUTH, A CONVENIENT LIE?

Posted on November 24, 2009
Global Warming Research Data Manipulated? Computer hackers have broken into a server at a well-respected climate change research center of a University in Britain and posted hundreds of private e-mails and documents online ? fueling debate over whether some scientists have overstated the case for man-made climate change (click here)...

HELP MAKE CURACAO ABLED

Posted on November 23, 2009
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. Special guests will appear via TeleConference to discuss how to make technology more abled for the disabled...

THE DUTCH CARIBBEAN AND ITS CIVIL LAW SYSTEM

Posted on November 21, 2009
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 [...

THE ARTICLES OF ASSOCIATION OF A DUTCH CARIBBEAN LEGAL ENTITY (III)

Posted on November 14, 2009
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. A provision or requirement contained in a legal entity?s articles of association or by-laws, may be set aside by [...

THE ARTICLES OF ASSOCIATION OF A DUTCH CARIBBEAN LEGAL ENTITY (II)

Posted on November 07, 2009
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 [...

THE ARTICLES OF ASSOCIATION OF A DUTCH CARIBBEAN LEGAL ENTITY (I)

Posted on October 31, 2009
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. The articles of incorporation (a...

AMSTERDAM COURT OF APPEAL ON LIABILITY OF TRUST DIRECTORS

Posted on October 29, 2009
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...

BREACH OF CONTRACT IN THE DUTCH ANTILLES (I)

Posted on September 26, 2009
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...

RESTARTING SECURITIZATION MARKETS IS CRITICAL

Posted on September 22, 2009
IMF: securitization can positively contribute to financial stability and sustainable economic growth Although recent public opinion has focused on what went wrong with securitization, according to the International Monetary Fund (IMF), it is important to recognize the many benefits associated with sound securitization...

THE MANAGEMENT OF A DUTCH ANTILLES FOUNDATION

Posted on September 19, 2009
Management must act in the best interests of the foundation The members of the management board of a Netherlands Antilles foundation have collective powers and responsibilities. The management board shall be in charge of the management of the foundation...

CROSS-BORDER CONVERSIONS AND MERGERS IN THE DUTCH ANTILLES

Posted on September 12, 2009
No outbound mergers allowed According to the laws of the Netherlands Antilles, a limited liability company (NV or BV) may convert to a foreign legal entity provided that under the laws governing such a foreign legal entity the consequence of such conversion shall be the continued existence of the company as a legal entity ? in [...

BEARER SHARES IN A NETHERLANDS CARIBBEAN COMPANY

Posted on September 05, 2009
Registered shares must be issued first On 1 March 2004, the new Netherlands Antilles act on corporate law (Book 2 Civil Code) became effective. Since that date it is no longer possible to (directly) issue bearer shares. A company with only bearer shares has no shareholders? register...

LEGAL REBELS ARE REMAKING THE LEGAL PROFESSION

Posted on August 29, 2009
Dozens of lawyers are remaking their corners of the profession According to the American Bar Association (ABA), ?the legal profession is not just struggling through a recession but undergoing a structural break with the past. There is a growing consensus that the profession that emerges from this downturn will be different in fundamental ways from the [...

THE REPAYMENT OF SHARE PREMIUM IN THE NETHERLANDS CARIBBEAN

Posted on August 22, 2009
Net equity may not be or become negative From the legal point of view in Netherlands Antilles, share premium (?agio?) forms part of the company?s free reserves, and does not qualify as share capital. If share premium is to be repaid, the company?s financial condition should at the time allow for it, i...

LIFTING OF AN ATTACHMENT UNDER THE LAWS OF THE DUTCH CARIBBEAN (II)

Posted on August 15, 2009
Defendant has to show that the claim is invalid Article 705, Paragraph 2 of the Netherlands Antilles Code of Civil Procedure states that the lifting of an attachment may be ordered if it appears summarily that the claim is invalid. According to existing case law of the Dutch Supreme Court (see for instance Supreme Court dd June [...

LIFTING OF AN ATTACHMENT UNDER THE LAWS OF THE DUTCH CARIBBEAN (I)

Posted on August 08, 2009
Freezing assets is rather easy Under Netherlands Antilles law any party with a prima facie claim may file a petition for a court order granting an attachment, which petitions are generally granted, solely based on the allegations in the petition. It is not required, under Netherlands Antilles law, that the litigant needs to demonstrate that, in [...

SUMMARY PROCEEDINGS IN THE DUTCH CARIBBEAN (IV)

Posted on August 01, 2009
Only condemnatory judgments are allowed As far as the form and the content of a decision in summary proceedings is concerned, the judge has great latitude in reaching a decision. A guiding principle for the judge will always be a policy of not going beyond what might be necessary or well-balanced as far as the decision [...

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