Month: March 2007

International jurisdiction required In general, a Netherlands Antilles (e.g. Curacao) court does not have unlimited jurisdiction to impose cross-border injunctions, according to established jurisprudence. It can be deduced from the judgment of March 19, 2004 of the Dutch Supreme Court (Philips / Postech case) that if the court has jurisdiction, it also has jurisdiction to… Continue reading CORSS-BORDER INJUNCTIONS ISSUED BY A NETHERLANDS ANTILLES COURT

Not every application is honored In order to establish a bank on Curacao (the Netherlands Antilles) a license granted by the Central Bank (‘Bank van de Nederlandse Antillen’) is required. The general rule on Curacao is that new banks are only admitted as long as the banking market provides sufficient opportunities for a sound development… Continue reading ESTABLISHING A BANK ON CURACAO

Antitrust law infringements John D. Briggs and Sarah Jordan (Howrey) published an article in Business Law International (Vol 8 No 1, January 2007, p. 1-37) titled ‘Presumed Guilty: Shareholder Liability for a Subsidiary’s Infringements of Article 81 EC Treaty’. Article 81 of the Treaty (full text below) prohibits agreements and concerted practices between firms that… Continue reading SHAREHOLDER LIABILITY FOR INFRINGEMENTS OF EUROPEAN TREATY

Foreign jurisdiction must allow conversion According to Netherlands Antilles law a limited liability company (NV or BV) or foundation can be ‘converted’ into a company governed by another jurisdiction, provided that this is allowed in accordance with the laws of the new jurisdiction. According to, e.g., Dutch law, such conversion to the Netherlands is in… Continue reading CROSS-BORDER CONVERSION OF A NETHERLANDS ANTILLES LEGAL ENTITY

A third party may attack a judgment Sometimes a judgment may affect the rights of a person or company not being a party to those proceedings. If one was not a party to those proceedings, one cannot appeal such a judgment. Third-party-opposition (in Dutch: ‘derdenverzet’) is a remedy granted to third parties (outsiders) whose rights… Continue reading THIRD-PARTY-OPPOSITION UNDER THE LAWS OF THE NETHERLANDS ANTILLES

Curacao provides a favorable climate for hedge funds Curacao (part of the Netherlands Antilles) currently provides a favorable tax, legal and regulatory climate for hedge funds. A fund vehicle can be established very quickly and very flexible. Furthermore, the current regulatory regime regarding the supervision of investment institutions and administrators and new anti-money laundering rules… Continue reading HEDGE FUNDS GOVERNED BY CURACAO LAW

Further anti-money laundering measures In the context of the fight against money laundering, the Netherlands Antilles will adopt legislation in the course of 2007 which extends the identification obligation and the reporting obligation in respect of unusual transactions to attorneys, civil-law-notaries, accountants, insurance companies and brokers, realtors, car dealers and jewelers. The obligations as imposed… Continue reading CLIENT IDENTIFICATION RULES OF THE NETHERLANDS ANTILLES TO BE EXTENDED TO ATTORNEYS AND CIVIL-LAW-NOTARIES

Interpretation may go beyond the four corners of the contract The question what exactly was agreed between parties to a contract largely depends on the interpretation of the contract, in which principles such as fairness and reasonableness play an important role. In many cases, where contract language is clear and explicit and does not lead… Continue reading THE INTERPRETATION OF A NETHERLANDS ANTILLES CONTRACT: WHOSE MEANING PREVAILS?

Internal versus external authority Netherlands Antilles law sharply distinguishes between the capability of a partner to represent a partnership and the acceptability of an act of representation under the contractual relationship among the partners. These concepts could be labeled as ‘external authority’ and ‘internal authority’ respectively. Although the internal authority can influence the external authority,… Continue reading REPRESENTING A NETHERLANDS ANTILLES PARTNERSHIP