MANAGING A COMPANY WHICH BELONGS TO A FOREIGN OWNER

A contractual arrangement may limit the board’s powers
Shareholders of a Dutch Caribbean NV or BV may choose between the English/American one-board system and the traditional continental European two-tier system. In a two-tier system there is a management board (parallel to the inside directors on a one-tier board) and a separate supervisory board (parallel to the [...]

Filed under: Corporate by Karel.Frielink
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EMERGENCY MEASURES FOR CREDIT INSTITUTIONS IN THE DUTCH CARIBBEAN

The Central Bank has certain regulatory powers
Not all banks perform well. Sometimes things go wrong. In the Netherlands Antilles the Central Bank has certain powers to take over control, if necessary. The Central Bank may request the Court of First Instance to subject a bank (credit institution) to the emergency measure pursuant to Article 28 [...]

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STATUTORY MERGERS UNDER THE LAWS OF THE DUTCH CARIBBEAN

Mergers mostly within a group of companies
A statutory merger involves at least two legal entities. The law uses the terms acquiring and disappearing legal entity. The law specifies that only legal entities having the same legal form may merge, specifying that a BV (closed limited liability company) and a NV (public limited liability company) are [...]

Filed under: Corporate by Karel.Frielink
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MAY LAWYERS SEARCH FOR METADATA IN DOCUMENTS RECEIVED FROM OPPOSING COUNSEL?

A lawyer may ethically review a document for metadata
Lawyers frequently send and receive documents or computer files in electronic form. An electronic document typically includes data that may or may not be visible when viewing the document on the computer screen or as printed out, e.g. the original author’s name, the creation date of the [...]

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CREDIT DEFAULT SWAPS AND INSURANCE ISSUES UNDER DUTCH CARIBBEAN LAW

Are credit default swaps insurance products?
The National Ordinance on the supervision of the Insurance Business (“NOSI”) does not contain a definition of ‘insurance agreement’. Under Netherlands Antilles law the definition contained in article 315 of the Netherlands Antilles Commercial Code is usually used, which informally translated reads as follows:

“Insurance is an agreement whereby an insurer [...]

Filed under: Securities by Karel.Frielink
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INVESTMENT COMPANY REGULATIONS IN THE DUTCH CARIBBEAN

Holding companies are not investing
An investment company (NV or BV) is a company that raises or obtains pecuniary means or other property to be used for collective investment with the objective of allowing the participants to benefit from the revenues of those investments.
The Netherlands Antilles National Ordinance on the Supervision of Investment Institutions and Administrators [...]

Filed under: Securities by Karel.Frielink
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HARRY POTTER AND THE BATTLE OVER COPYRIGHT LAWS

Can the author come up with a legal spell to prevent the publishing of a HP encyclopedia?
J.K. Rowling is the renowned author of the famous fantasy books about the life of wizardry student Harry Potter. Since the release of the first book in 1997, the series have gained huge popularity worldwide. The books have spawned [...]

Filed under: legal by Karel.Frielink
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RECOMMENDED LAW FIRMS IN THE NETHERLANDS ANTILLES

Recommendations by PLC Which lawyer? and Chambers and Partners

The Practical Law Company is the leading provider of know-how for business lawyers. PLC Which lawyer?, previously known as PLC Global Counsel 3000, is regarded worldwide as the essential guide to lawyers and law firms in more than 100 countries. By providing independently researched market information on [...]

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WHO OWNS THE MOON?

No one does actually
You may have heard about people selling parts of the moon: they claim that you can become co-owner of moon lots for about US$ 40 per acre.
However, in my opinion, the moon belongs to no one, period! No state or government can claim ownership and neither can an individual. To state that [...]

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

Rendering trust services without a license is prohibited
Many international group structures include one or more Dutch Caribbean legal entities or partnerships. The main reasons for this are the internationally competitive conditions for business development in the area of corporate law, the tax system, and the well-developed professional financial services industry of the Netherlands Antilles. Trust [...]

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