There is room for improvement
The local conditions in terms of tax, legal, accounting, (telecom) infrastructure and regulatory (supervision of banks, funds etc.) are favorable. There are a considerable number of investors and companies present on Curacao. Not only pension funds and insurance companies, but also large banks, (investment and hedge) funds and fund administrators as […]
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Amsterdam Enterprise Court decision should be annulled
Today, the Attorney-General provided the Dutch Supreme Court with his advice on the ABN AMRO Bank case (LaSalle). In his opinion, the Supreme Court should annul the decision rendered by the Amsterdam Enterprise Court (‘Ondernemingskamer Hof Amsterdam’).
The advisory opinion can be summarized as follows (source):
This lawsuit focuses on the […]
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Assimilation
Different legal systems result in different legal concepts. For example, English law has no concept of ‘economic beneficiary’ (‘economisch eigenaar’) as such. Instead, English law has concepts such as ‘equitable interest’ or ‘beneficial interest’ in an asset. The most obvious illustration of ‘equitable interest’ or ‘beneficial interest’ under English law is the right of a […]
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Not available in the Netherlands Antilles
The ABN AMRO Bank case has been discussed in here. The case was brought before the Amsterdam Enterprise Court (‘Ondernemingskamer Hof Amsterdam’). No such court exists in the Netherlands Antilles. The Netherlands Antilles corporate code provides for an investigation in respect of foundations only.
Shareholders of a Dutch corporation (as well […]
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Professional for assurance engagements in the financial services sector
KPMG is a US $ 11 billion professional services organization with 100,000 people in over 830 offices in 160 countries, helping turn knowledge into value for its clients worldwide. Excellent career opportunities are available with the KPMG Dutch Caribbean practice for their office in Curacao. These opportunities […]
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Enforcement is possible
According to Netherlands Antilles law, the question whether or not a security right can be created in a certain receivable must be determined according to the law governing that receivable. Netherlands Antilles international private law determines that the law that governs the receivable is the law that governs the underlying contract of the […]
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They can file a petition
Minority shareholders who disagree with particular decisions have several options. The most important option is the annulment of a decision (section 2:21 Netherlands Antilles Civil Code; ‘NACC’). A resolution of a corporate body may be declared null and void when there is no quorum, majority, proposal, nomination and proposal for appointment or […]
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Not easily
In the Netherlands Antilles, there does not exist a public register of shareholders in Netherlands Antilles companies. The company involved would be the source for a third party to obtain information as regards the identity of the shareholders of such company.
If all shares are bearer shares, which category of shares is transferable without any […]
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Reviewing legal, tax and other information
Due diligence in relation to mergers and acquisitions is an investigation of the business which is the subject of the transaction. Good faith requirements may trigger a duty to disclose certain information to the other party as well as a duty to investigate.
The purpose of a due diligence investigation is, a.o., to […]
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Good faith requirements rule
On 3 May 2007, the Amsterdam Enterprise Court (‘Ondernemingskamer Hof Amsterdam’) ruled that ABN AMRO Bank must freeze its $21 billion sale of U.S. unit LaSalle to Bank of America, because in the Court’s opinion the deal requires prior shareholders’ consent. The Court ruled it was “unacceptable” for ABN AMRO Bank to […]
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