MARTIJN WELTEN NEW MANAGING PARTNER SPIGT DUTCH CARIBBEAN

Karel Frielink is leaving firm after 15 years

(Summary in English below)

PERSBERICHT van Spigt Dutch Caribbean van 9 september 2014

Karel Frielink vertrekt bij Spigt Dutch Caribbean, Martijn Welten nieuwe managing partner.

Per 1 oktober 2014 vertrekt Karel Frielink bij Spigt Dutch Caribbean Advocaten en Belastingadviseurs. Martijn Welten zal met ingang van die datum de nieuwe managing partner van het kantoor worden.

Karel Frielink is bijna 15 jaar verbonden geweest aan Spigt Dutch Caribbean. Na een sabbatical van enkele maanden zal hij zich begin 2015 zelfstandig vestigen als advocaat. Zoals hij het zelf zegt: “Nu ik net vijftig ben …
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09
Sep 2014
CATEGORY

Various

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GOVERNMENT-OWNED COMPANIES

Opposing views on political influence

Few people would argue that the rules issued by the state (government) must also be correctly and strictly observed by that same state. It cannot be well conceived that, for example, the police and Public Prosecutor’s Office (as instruments of the state) should be allowed to violate the law with impunity.

Though there may be very different opinions about the nature and the role of the state (particularly from a philosophical and jurisprudential viewpoint), here we address the question of how we should consider government-owned companies, and in particular, what level of influence the government …
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17
Feb 2014
CATEGORY

Corporate

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THE INCORPORATION OF A CURACAO LIMITED LIABILITY COMPANY

Incorporating an NV or BV is not a hassle

The act on corporate law (Book 2 Curaçao Civil Code) governs the NV (‘public limited liability company’) and BV (‘private limited liability company’). These companies can be used for group finance or holding activities, (international) joint-ventures, funds, structured finance, as a Curaçao Trust and for “plain-vanilla” (local) activities.

A notarial deed is required for the formation of an NV or BV and for any amendment to articles of association (a.k.a. articles of incorporation). Formation can however, be very quick (within one or two days if necessary) and does not require many …
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14
Feb 2014
CATEGORY

Corporate

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LAWYERS AND BILLABLE HOURS

What is wrong with this exactly?

You read everywhere that law firms (lawyers, advocates, attorneys) have to change. Lawyers are too conservative. They hold on to the past and are anything but innovative. As the economic climate deteriorates the call for change becomes increasingly stronger.

The system of “hourly rate billing” in particular has to take the rap. Lawyers are reproached for billing hours with a fork, not working efficiently and being too expensive. The system apparently has the wrong incentives, partly because it is difficult to check the actual number of hours spent efficiently.

Anyone who becomes aware of …
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16
Dec 2013
CATEGORY

Various

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CHALLENGING THE VALIDITY OF A CONTRACT

Based on error, fraud or undue influence

The validity of a contract can be challenged on various grounds, including error, fraud or undue influence. In the case to be discussed here a contract was entered into by an intermediary. Appellants in cassation (Van Eendenberg) were owners of the parcels on which a preferential right was established pursuant to the (Dutch) Municipalities (Preferential Rights) Act. In view of the sale of those parcels, in so far as municipalities should need them for house construction, they have entered into a brokerage agreement with Agromak BV.

Its director then acted as an intermediary …
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02
Dec 2013
CATEGORY

Legal

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ORCO BANK ACQUIRES LOAN PORTFOLIO MEESPIERSON

Spigt Dutch Caribbean legal counsel to purchaser

On 22 November 2013 Orco Bank acquired the loan portfolio of ABN AMRO Bank’s subsidiary MeesPierson in Curaçao. ABN AMRO decided earlier this year that for strategic reasons it would end its private banking business in Curaçao.

Martijn Welten and Dinesh Mishre of Spigt Dutch Caribbean assisted Orco Bank in this acquisition from initial negotiations, up to the obtaining of the permission of the Central Bank of Curaçao & Sint Maarten and finally the closing.

For more information you may contact Dinesh Mishre at dinesh.mishre@spigtdc.com or +599 9 4618700 ext …
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24
Nov 2013
CATEGORY

Corporate

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ELECTRONIC MONEY INSTITUTIONS IN ARUBA

A license is required

The European Central Bank defines e-money as follows (a non-legal definition): “E-money can be defined as any amount of monetary value represented by a claim issued on a prepaid basis, stored in an electronic medium (for example, a card or computer) and accepted as a means of payment by undertakings other than the issuer, predominantly for small-value transactions (for example, the settlement of modest transactions over the Internet and of parking or telephone charges and payment for public transport services).” (Electronic Money Institutions. Current trends, regulatory issues and future prospects. Legal Working Paper Series, No. 7/2008).


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24
Oct 2013
CATEGORY

Finance

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IMPACT OF THE LIABILITY TO THE DIRECTOR OF THE DIRECTOR (I)

Liability of the 2nd degree director

Under Section 2:17 subsection 1 of the Curaçao Civil Code, the liability of a legal entity as a director of another legal entity (the direct or 1st degree director) also rests jointly and severally on each person who at the time this liability arose for the legal entity was its director (the indirect or 2nd degree director). It applies to this indirect director as it applies to the direct director that he will not be liable if he can prove that he cannot be blamed for the improper performance of duties, also considering his …
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04
Sep 2013
CATEGORY

Corporate

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ASSET PROTECTION IN CURACAO

Curaçao: a jurisdiction not to be missed

A Curaçao private foundation or a trust is often used for asset protection and privacy purposes. The Curaçao private foundation and the Curaçao trust must be set up by a notarial deed executed before a civil law notary in Curaçao. Both the private foundation and the trust are a very flexible solution for asset protection and privacy purposes. A private foundation, for instance, can be easily implemented in international holding structures through Curaçao and is very suitable for family asset protection. By means of a letter of wishes or provisions in the articles …
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20
Aug 2013
CATEGORY

Finance

COMMENTS No Comments

SEIZING ASSETS IN THE DUTCH CARIBBEAN

Court approval required, but freezing assets is rather easy

Under the laws of Aruba, Bonaire, Curaçao, St. Maarten, St. Eustatius and Saba any party with a prima facie claim may file a petition for a court order granting an attachment, which petitions are generally granted, solely based on the allegations in the petition. Seizing assets of a another party may already be possible at a time when the claim (e.g. under an agreement or a guarantee) is not yet due, but where there is good reason to believe that, when it will become due, the other party will not honor …
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09
Aug 2013
CATEGORY

Legal

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THE CURACAO TRUST

Can be used as protected or segregated cell company

On 1 January 2012, new legislation entered into force according to which it is now possible to set up a trust (Curacao Trust) similar to the trust in Anglo-Saxon common law jurisdictions. The introduction of the Curacao Trust serves as an important instrument which could be used within financial transactions in the Caribbean as a significant part of these transactions are initiated from common law jurisdictions.

The Curacao Trust can be used for different purposes, such as, for example:

  • To set aside capital for children’s upbringing, education or maintenance
  • Estate planning

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    02
    Aug 2013
    CATEGORY

    Finance

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    ORDER OF THE COMMON APPEAL COURT OF CURACAO CONCERNING THE RIGHT TO INSTITUTE AN INQUIRY

    The Appeal Court has taken several fundamental decisions

    On 5 March 2013 the Common Court of Justice of Aruba, Curacao, Sint Maarten and of Bonaire, Sint Eustatius and Saba (case: Ghis 55769 – HAR 28/12) issued an order in connection with inquiry proceedings. This order contains three major considerations.

    The right of legal entities (including public limited companies [NV] and private companies with limited liability [BV]) to institute an inquiry was introduced in Curacao on 1 January 2012. Almost immediately after this introduction an application for instituting inquiry proceedings was submitted to the Appeal Court. The facts …
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    07
    Mar 2013
    CATEGORY

    Corporate

    COMMENTS No Comments