QUASI DIRECTORS UNDER DUTCH AND DUTCH CARIBBEAN LAW

The topic of my dissertation

I am regularly asked by English speaking people what my PhD-dissertation is about.

As part of my PhD, I researched the liability of persons who have not been appointed as director according to Book 2 of the Civil Code and the articles of association (formal, also de iure, directors) of a private legal entity, but who actually (de facto) acted as directors or as shadow directors. The de facto director and the shadow director fall in the category of quasi directors.

In my study, reference is made to Book 2 of the Civil Code of …
Read the rest »

09
Nov 2021
CATEGORY

Corporate

COMMENTS No Comments

AMSTERDAM COURT OF APPEAL ON LIABILITY OF TRUST DIRECTORS

Trust directors not treated differently from regular directors

The board of directors of an NV or BV may contractually agree to a limitation of its powers to manage the company. Such arrangements are typical for trust offices engaged by a foreign ultimate beneficiary to render services to ‘his’ company, i.e. the client of a trust office. In principle, any contract a board of directors enters into binds the board and thereby limits its power. However, notwithstanding such a contract, it is still the board of directors that is in charge of managing the affairs of the company.

A distinction should …
Read the rest »

29
Oct 2009
CATEGORY

Corporate

COMMENTS No Comments