DIRECTORS’ LIABILITY REVISITED

People keep asking questions about this topic

Generally, in Curaçao (as well as in Aruba, St. Maarten and the BES islands) liability may arise in the event a managing director is found to be seriously negligent (‘hem een ernstig verwijt kan worden gemaakt’) in fulfilling his tasks as member of the management board of a legal entity (NV, BV, foundation or association).

Section 2:8 subsection 3 of the Curaçao Civil Code (‘CCC‘) provides that in performing its duties the management board is focused on the interest of the legal entity and its associated business operations, insofar as they exist. This …
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10
Mar 2014
CATEGORY

Corporate

COMMENTS No Comments

LEGAL FEES: CHANGING LANDSCAPE

Alternative billing arrangements

According to Larry Primeaux, the construction of legal fees is undergoing a metamorphosis in reaction to changing economics. Fact is, indeed, that you read everywhere that law firms (lawyers, advocates, attorneys) have to change. The system of “hourly rate billing” in particular has to take the rap. “In this economy, at least for the short term, it appears that law firms will be forced to agree to alternative fee arrangements if clients demand those arrangements.” (2013 ABA Publication).

According to the website AMPulse, “the success of flat rate fees is dependent …
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15
Jan 2014
CATEGORY

Legal

COMMENTS No Comments

ARUBAN LAW REGARDING CORPORATE AUTHORITY

The Aruba Trade Register should be checked

The laws of Aruba provide that, subject to restrictions laid down by any statutory provision or a corporation’s articles of association, the board of directors of a company shall be competent to represent the company, i.e. a limited liability company (NV, AVV or VBA). In the event of the company having several managing directors, any managing director shall be competent, insofar as not otherwise provided by the articles of association (or sometimes bylaws). The articles of association may also grant other officers, to be designated by or pursuant to the articles, representative authority, …
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06
Feb 2010
CATEGORY

Corporate

COMMENTS No Comments

LECTURE ON GOOD CORPORATE GOVERNANCE

BZSE law office on Sint Maarten celebrates merger

On October 2, 2009 BZSE law firm (BergmanZwanikkenSnowEssed) celebrated the merger of Bergman and ZwanikkenSnowEssed law offices and the official opening of their new offices in Belair (St. Maarten) with a lecture on good corporate governance. I was the keynote speaker and delivered my presentation in the Dutch language (click here for the presentation or click here for The Daily Herald’s coverage of the event).

I argued that government-companies should be left out of the political sphere as much as possible, so they can …
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05
Oct 2009
CATEGORY

Corporate

COMMENTS No Comments

AGENCY AND DISTRIBUTION AGREEMENTS IN THE NETHERLANDS CARIBBEAN (II)

Distribution agreement

So-called agency agreements frequently bear resemblance in actual practice, to (certain aspects of) distribution agreements. Hence, so-called ‘agency agreements’ are in actual fact not infrequently mixed type agreements, consisting of an agent and a distribution element.

In general, a distributor buys goods from a principal in his own name and for his own account and resells these goods to third parties in his own name and for his own account.

Distribution agreements are not defined in any Netherlands Antilles statute and are not subject to any specific Netherlands Antilles legislation. The distribution agreement is an agreement sui generis, …
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27
Jun 2009
CATEGORY

Legal

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AGENCY AND DISTRIBUTION AGREEMENTS IN THE NETHERLANDS CARIBBEAN (I)

Commercial Agency Agreement

According to Section 7:428, Paragraph 1, of the Netherlands Antilles Civil Code, a commercial agency contract (agentuurovereenkomst) is a contract for services whereby one party, the principal, instructs the other party, the commercial agent, and whereby the latter binds himself, for a fixed or indeterminate term and for remuneration, to act as an intermediary in the conclusion of contracts, and, as the case may be, to enter into such contracts in the name and for the account of the principal, without being his subordinate.

No procedural requirements apply for entering into an agency agreement, and it may …
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20
Jun 2009
CATEGORY

Legal

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TRANSACTIONAL POWER OF THE MANAGING BOARD OF A DUTCH CARIBBEAN CORPORATION (I)

Limitations must be disclosed to have effect

Netherlands Antilles law provides that, subject to restrictions laid down by the Netherlands Antilles Corporate Code or a corporation’s articles of association, the board of directors of a corporation shall be competent to represent the corporation, e.g. a limited liability company (‘naamloze of besloten vennootschap’; NV or BV). In the event of several managing directors, any managing director shall be competent, insofar as not otherwise provided for by the articles of association. 

Under Netherlands Antilles law, information required to be disclosed pursuant to the Civil Code, for instance (i) the identities of the …
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26
May 2009
CATEGORY

Corporate

COMMENTS No Comments