Karel’s Legal Blog

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
Comments Off

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
Comments Off

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
Comments Off

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
Comments Off

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
Comments Off

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
Comments Off

Calls to kill Mr. Wilders should be strongly condemned
Freedom of expression is one of the cornerstones of the Dutch democracy. Within the boundaries of the law, one may say whatever one wants to. However, even within these boundaries, expressing one’s view can be highly irresponsible, especially if the purpose thereof is to demonize and offend others. […]

Filed under: legal by Karel.Frielink
Comments Off

150 + 75 members seems too much
The Dutch House of Representatives or Lower House (‘Tweede Kamer’) has 150 members (MPs). Members of the Lower House receive an allowance for expenses for their work. This is called a compensation. The amount of the compensation is € 83,398.32 per MP per year. They also receive a holiday allowance […]

Filed under: legal by Karel.Frielink
Comments Off

It’s not merely a mailbox
According to the OECD (Organization for Economic Co-operation and Development), a tax haven (or offshore jurisdiction) is a jurisdiction which actively makes itself available for the avoidance of taxes which would otherwise be paid in a higher tax jurisdiction. There are more and less advanced offshore jurisdictions. The concessions and benefits […]

Filed under: legal by Karel.Frielink
Comments Off

The lessee will be protected (in principle)
As a general principle, the rights of a lessee must be protected in the event leased property is sold.
Therefore, according to Dutch Caribbean law, in the event of the sale of a leased property, either a regular sale or through a foreclosure sale, the (material) obligations in the lease […]

Filed under: legal by Karel.Frielink
Comments Off