INSIDER TRADING IN THE DUTCH CARIBBEAN

A criminal offense
The Netherlands Antilles Ordinance on the Supervision of Stock Exchanges 1998 (‘Landsverordening toezicht effectenbeurzen 1988’) contains a prohibition on insider trading.
Any person who is in possession of inside information is prohibited from carrying out a transaction or being instrumental in a transaction in securities in a company listed on a Netherlands Antilles stock […]

Filed under: Securities by Karel.Frielink
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WILDERS MOVIE WIDELY CONDEMNED

The Dutch Prime Minister Jan Peter Balkenende has reacted to the provocative film Fitna (’strife‘) that Member of Parliament Mr. Geert Wilders has released on the internet on 27 March.
Prime Minister Jan Peter Balkenende (click here for the Arabic version):
‘On behalf of the Dutch government, I would like to respond to the online film by Mr Wilders.
The film […]

Filed under: Uncategorized by Karel.Frielink
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NEGOTIATIONS IN THE DUTCH CARIBBEAN ARE SUBJECT TO THE PRINCIPLE OF GOOD FAITH

Disclosing or investigating?
Under Dutch Caribbean law, during negotiations parties enter into a contractual relationship governed by good faith. This means that each party should take into account the justified interests of the other party. Each party should also take reasonable steps to avoid the other party reaching an agreement based on false assumptions.
When should a […]

Filed under: legal by Karel.Frielink
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DEMERGERS IN THE DUTCH CARIBBEAN

Transfer of business or legal split-off
A split-off can take place by transferring part of the business of a company to its shareholders by way of a dividend in kind. In the event the split-off concerns a subsidiary, the payment in kind would be in the form of shares in such subsidiary. Instead of a dividend […]

Filed under: Corporate by Karel.Frielink
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INTERNAL LIABILITY OF MANAGING DIRECTORS UNDER DUTCH CARIBBEAN LAW

Review without the benefit of hindsight
The basic rule regarding the duty of a managing director is set forth in article 2:14 Netherlands Antilles Civil Code, which provides that each managing director has an obligation towards the company to properly perform the duties assigned to him. It follows from case law and legal doctrine that a managing […]

Filed under: legal by Karel.Frielink
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MiFID: WILL IT AFFECT THE DUTCH CARIBBEAN?

Markets in Financial Instruments Directive
MiFID is an EU directive which provides a harmonized regulatory regime for investment services for all members of the European Economic Area and which became effective on 1 November 2007. MiFID’s objectives are to increase competition – and thus to make the price of corporate finance deals more competitive – and […]

Filed under: legal by Karel.Frielink
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JUNIOR VERSUS SENIOR DEBT IN THE DUTCH CARIBBEAN

High versus lower ranking debt
A corporate take-over can be financed with debt and/or equity. For example, the current management of a company (the target) could incorporate a corporate vehicle (Newco) to acquire the shares of the target, while Newco is financed by banks or other lending institutions.
Banks are typically senior debt holders, meaning that their […]

Filed under: legal by Karel.Frielink
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PROMOTING GAMBLING AND GAMING FROM THE DUTCH CARIBBEAN

No specific law about advertising
In the Netherlands Antilles there is no specific law relating to advertising or promoting on-line gambling/gaming; subsequently there are no restrictions on advertising and promoting these games to Netherlands Antilles citizens or citizens of other nations.
Please note that the “Ordinance on agreements concluded electronically” (’Landsverordening overeenkomsten langs elektronische weg’), which became effective on […]

Filed under: legal by Karel.Frielink
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TRANSFER OF STATUTORY SEAT WITHIN THE KINGDOM OF THE NETHERLANDS

A remedy against extraordinary events
Upon the occurrence of certain extraordinary events, such as war, or immediate danger of war, or a revolution, a transfer of seat of a company is possible to other parts of the Kingdom, i.e., the Netherlands and Aruba (Act on Voluntary Transfer of Seat; ‘Rijkswet vrijwillige zetelverplaatsing van rechtspersonen’). The transfer […]

Filed under: legal by Karel.Frielink
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SABINE ALTENA STRENGHTENS CURACAO FUND TEAM

Top fund lawyer joins Spigthoff Curacao
Sabine Altena joined Spigthoff and will start working in the Curacao office as of the first of March 2008. She will strengthen Spigthoff’s fund & regulatory team. This team further consists of Maike Bergervoet and Karel Frielink.
Sabine obtained a law degree at the University of Groningen in 1997. She subsequently started working at the […]

Filed under: legal by Karel.Frielink
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