Several protection mechanisms available
Netherlands Antilles law provides for several important statutory rules which can protect a minority shareholder. For instance, on the basis of the principles of reasonableness and fairness incorporated in section 2:7 of the Netherlands Antilles Civil Code, a controlling shareholder has to take into consideration the interests of his fellow minority shareholders […]
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Experienced corporate attorney makes a local move
Maike Bergervoet joins Spigthoff Attorneys & Tax Advisers on Curacao, the Netherlands Antilles per 15 February 2007. Maike is specializing in corporate and business law, commercial contracts, cross-border reorganizations, mergers and take-overs, the incorporation and structuring of (hedge and investment) funds as well as in drafting offering circulars.
Maike studied […]
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Much room for withholding and distribution rules
With respect to the ‘risk’ of (excessive) dividend draws, it is not necessary to give all shares a right to share in the profits. If a company has shares with different par values, the articles of association will have to contain a provision dealing with each right to share […]
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Much freedom is given to the shareholders
In general, Netherlands Antilles corporate law provides (much more than Dutch law) for free choice of organization of a NV or BV by way of the articles of association. It gives shareholders much freedom to organize things as they see fit. For example, a company may issue non-voting shares […]
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Corporate and/or securities law attorney
Quality Matters. Privately and Professionally
Spigthoff Attorneys & Tax Advisers (Curaçao) offers expertise in a wide-range of practice areas, from mergers and acquisitions, tax, project financing, and cross-border transactions to public offerings. Among our clients are public and privately held commercial businesses, banks and other financial institutions. We are involved in sophisticated […]
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Much ado about iPhones and trademarks
Last week at the much-anticipated Macworld event in San Francisco, Apple launched a new handheld mobile phone device under the name iPhone. The launch of Apple’s iPhone has been long awaited. The iPhone combines different products, a mobile phone; a widescreen iPod with touch controls; and an Internet communications device, […]
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His failure must be of certain gravity
In general, employees are liable for damage caused by them in the performance of their work which is claimed against their employer by third parties as well as for damage they have caused to their employer’s property. However, such liability exists only where the occurrence of the damage is […]
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It is a criminal act
Embezzlement (in Dutch “verduistering“) is a criminal act: the fraudulent appropriation by a person to his own benefit of money (or property) entrusted to his care but being owned by another person.
Article 334 of the Netherlands Antilles Criminal Code stipulates the elements of embezzlement. More specific the following elements are of […]
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Credit linked notes (CLNs)
The relevant rule in respect of the issuance of CLN’s is article 45 of the Netherlands Antilles Banking Decree, which read as follows:
“It is prohibited to any person to attract moneys from the public or extend credit to the public by others than licensed credit institution.”
If the NV or BV issuing the […]
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Regular versus large NV
Each year, within eight months after the lap of the fiscal year, financial statements have to be drawn up by the board of a limited liability company (NV or BV): a balance sheet, a profit and loss statement and an explanatory note. Such statements have to be presented to the annual meeting […]
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