Russia relatively immune In the May 2008 issue of Business Law International (Volume 9, No 2, pp. 100-113), an article by Noah Rubins and Azizjon Nazarov was published. In this article, ‘Investment Treaties and the Russian Federation: Baiting the Bear?‘, the authors look at international treaties for the encouragement and protection of foreign investment such… Continue reading INVESTMENT TREATIES AND THE RUSSIAN FEDERATION
Author: Karel Frielink
DUTCH CARIBBEAN COMPANIES AND LIABILITY ISSUES
Shareholders are not personally liable Shareholders of an NV or BV are not personally liable for the liabilities of the company, except where this would be contrary to the law. With the exception of actions based on tort or when a shareholder may be held liable because he is considered a policy maker (see below),… Continue reading DUTCH CARIBBEAN COMPANIES AND LIABILITY ISSUES
DIRECTORS OF A DUTCH CARIBBEAN COMPANY
May a director resign when he chooses to do so? A Netherlands Antilles company (NV or BV) must have either a local director or a local representative. A company is not required to have more than one director, unless the articles of association provide otherwise. The Netherlands Antilles Corporate Code does not oblige the shareholders… Continue reading DIRECTORS OF A DUTCH CARIBBEAN COMPANY
VOLUNTARY DISSOLUTION OF A DUTCH CARIBBEAN COMPANY
Dissolution requires a shareholders’ decision The shareholders of a Netherlands Antilles company may voluntarily decide to dissolve a company (NV or BV), which requires a shareholders’ resolution in accordance with the articles of association. Publication of the dissolution of the company in the ‘Curaçaosche Courant’ (the Official Gazette of the Netherlands Antilles) by the liquidator… Continue reading VOLUNTARY DISSOLUTION OF A DUTCH CARIBBEAN COMPANY
MANAGING A COMPANY WHICH BELONGS TO A FOREIGN OWNER
A contractual arrangement may limit the board’s powers Shareholders of a Dutch Caribbean NV or BV may choose between the English/American one-board system and the traditional continental European two-tier system. In a two-tier system there is a management board (parallel to the inside directors on a one-tier board) and a separate supervisory board (parallel to… Continue reading MANAGING A COMPANY WHICH BELONGS TO A FOREIGN OWNER
EMERGENCY MEASURES FOR CREDIT INSTITUTIONS IN THE DUTCH CARIBBEAN
The Central Bank has certain regulatory powers Not all banks perform well. Sometimes things go wrong. In the Netherlands Antilles the Central Bank has certain powers to take over control, if necessary. The Central Bank may request the Court of First Instance to subject a bank (credit institution) to the emergency measure pursuant to Article… Continue reading EMERGENCY MEASURES FOR CREDIT INSTITUTIONS IN THE DUTCH CARIBBEAN
STATUTORY MERGERS UNDER THE LAWS OF THE DUTCH CARIBBEAN
Mergers mostly within a group of companies A statutory merger involves at least two legal entities. The law uses the terms acquiring and disappearing legal entity. The law specifies that only legal entities having the same legal form may merge, specifying that a BV (closed limited liability company) and a NV (public limited liability company)… Continue reading STATUTORY MERGERS UNDER THE LAWS OF THE DUTCH CARIBBEAN
MAY LAWYERS SEARCH FOR METADATA IN DOCUMENTS RECEIVED FROM OPPOSING COUNSEL?
A lawyer may ethically review a document for metadata Lawyers frequently send and receive documents or computer files in electronic form. An electronic document typically includes data that may or may not be visible when viewing the document on the computer screen or as printed out, e.g. the original author’s name, the creation date of… Continue reading MAY LAWYERS SEARCH FOR METADATA IN DOCUMENTS RECEIVED FROM OPPOSING COUNSEL?
CREDIT DEFAULT SWAPS AND INSURANCE ISSUES UNDER DUTCH CARIBBEAN LAW
Are credit default swaps insurance products? The National Ordinance on the supervision of the Insurance Business (“NOSI”) does not contain a definition of ‘insurance agreement’. Under Netherlands Antilles law the definition contained in article 315 of the Netherlands Antilles Commercial Code is usually used, which informally translated reads as follows: “Insurance is an agreement whereby… Continue reading CREDIT DEFAULT SWAPS AND INSURANCE ISSUES UNDER DUTCH CARIBBEAN LAW
INVESTMENT COMPANY REGULATIONS IN THE DUTCH CARIBBEAN
Holding companies are not investing An investment company (NV or BV) is a company that raises or obtains pecuniary means or other property to be used for collective investment with the objective of allowing the participants to benefit from the revenues of those investments. The Netherlands Antilles National Ordinance on the Supervision of Investment Institutions… Continue reading INVESTMENT COMPANY REGULATIONS IN THE DUTCH CARIBBEAN
HARRY POTTER AND THE BATTLE OVER COPYRIGHT LAWS
Can the author come up with a legal spell to prevent the publishing of a HP encyclopedia? J.K. Rowling is the renowned author of the famous fantasy books about the life of wizardry student Harry Potter. Since the release of the first book in 1997, the series have gained huge popularity worldwide. The books have… Continue reading HARRY POTTER AND THE BATTLE OVER COPYRIGHT LAWS
WHO OWNS THE MOON?
No one does actually You may have heard about people selling parts of the moon: they claim that you can become co-owner of moon lots for about US$ 40 per acre. However, in my opinion, the moon belongs to no one, period! No state or government can claim ownership and neither can an individual. To… Continue reading WHO OWNS THE MOON?