Karel's Legal Blog

A license is required
According to Section 4 of the Aruba State Ordinance on the Supervision of the Credit System 1998 (SOSC), no enterprise or institution established in Aruba shall pursue the business of a credit institution unless it has obtained authorization to that end from the Central Bank. No enterprise or institution established outside Aruba [...]

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A license is required
The National Ordinance on the supervision of banking and credit institutions 1994 (Landsverordening toezicht bank- en kredietwezen, the “NOSB”) of both Curacao and St. Maarten prohibits any one (other than a licensed Credit Institution) from – directly or indirectly – soliciting funds from the public or extending credit to the public (art. [...]

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Raising money without a license is prohibited
The National Ordinance on the Supervision of Investment Institutions and Administrators 2002 (Landsverordening toezicht beleggingsinstellingen en administrateurs, a.k.a. “NOSIIA”) of both Curacao and St. Maarten prohibits raising, or obtaining, pecuniary means or other property for the purpose of participating in an investment institution that has not been granted a license [...]

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Curacaoan special purpose vehicles are commonly used in cross–border financing transactions
Curacaoan special purpose vehicles (SPVs) are commonly used in both cross–border financing transactions as well as in Curacao domestic financing transactions. As far as cross–border transactions are concerned, (synthetic and cash) securitizations, repackagings, collateralized debt obligations (CDOs), collateralized loan obligations (CLOs), leasing transactions, MTN and [...]

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Market Abuse Directive defines insider dealing objectively
The European Court of Justice, in its decision dated 23 December 2009 (Case C‑45/08; Spector Photo Group NV and Chris Van Raemdonck versus Commissie voor het Bank-, Financie- en Assurantiewezen (CBFA)), has clarified the elements of insider dealing following a request from the Court of Appeal of Brussels.
The European [...]

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Separate legal entity
Generally, securities that must be held by a Netherlands Antilles bank on behalf of its clients will be held by a custodian. In most cases the custodian is either a foundation (‘stichting’) or a wholly owned subsidiary (NV or BV) of the bank.
The scope of the activities of the custodian will be limited [...]

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IMF: securitization can positively contribute to financial stability and sustainable economic growth
Although recent public opinion has focused on what went wrong with securitization, according to the International Monetary Fund (IMF), it is important to recognize the many benefits associated with sound securitization. Mobilizing illiquid assets and transferring credit risk away from the banking system to [...]

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Example: Parallel debt structures under Dutch Caribbean law
In a parallel debt structure, a company (the borrower) acknowledges a debt to an appointed agent by promising to pay the agent an amount equal to the sum of the borrower’s obligations under the (syndicated) loan agreement with the lenders. Thus an independent, parallel debt is created between [...]

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Only to licensed credit institutions
Any Notes (including rights representing an interest in a Note in global form) that are offered as part of their initial distribution or by way of a re-offering in the Netherlands Antilles, shall, in order to comply with the Netherlands Antilles National Ordinance on the supervision of banking and credit institutions [...]

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It is easy and inexpensive to set up a SPV (Special Purpose Vehicle)
From a legal point of view, establishing a fund in Curaçao is very attractive under the corporate law in force since March 1, 2004, whereby a private limited liability company (besloten vennootschap) can be established very quickly and flexibly. Virtually everything is possible [...]

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