The Supreme Court applies strict standards The European Convention for the Protection of Human Rights and Fundamental Freedoms (‘EVRM’), including Article 6, which safeguards the right of due process, applies to the standards of due process applicable in the Netherlands Antilles and Aruba. Article 6, first sentence, EVRM, reads as follows: “In the determination of… Continue reading STANDARDS OF DUE PROCESS IN THE NETHERLANDS ANTILLES AND ARUBA
Author: Karel Frielink
RESOLUTION OF PROBLEMS IN OR OUTSIDE THE COURT?
Arbitration A party can initiate legal proceedings in a court of law to solve a legal dispute. Alternatively, the parties may opt to appoint one or more persons (arbitrators) to decide on the dispute and by whose decision they both agree to be bound. Why would one opt for binding dispute resolution (arbitration) over regular… Continue reading RESOLUTION OF PROBLEMS IN OR OUTSIDE THE COURT?
CORPORATE CONFLICTS OF INTERESTS UNDER THE LAWS OF THE DUTCH CARIBBEAN
A particular provision may help to prevent disputes The board of directors has the function of managing, i.e., making policy and conducting the day-to-day management of the corporation. Except for restrictions in the articles of association, the board of directors is responsible for the management of the BV or NV (private or public limited liability… Continue reading CORPORATE CONFLICTS OF INTERESTS UNDER THE LAWS OF THE DUTCH CARIBBEAN
LAW FIRM MARKETING
It is not about size In many cases and for many clients, the size of a law firm is not of much importance. What is important may differ from client to client, however the following more or less general concepts will undoubtedly play a role: the attitude of the professional, the quality of the services… Continue reading LAW FIRM MARKETING
INSIDER TRADING IN THE DUTCH CARIBBEAN
A criminal offense The Netherlands Antilles Ordinance on the Supervision of Stock Exchanges 1998 (‘Landsverordening toezicht effectenbeurzen 1988’) contains a prohibition on insider trading. Any person who is in possession of inside information is prohibited from carrying out a transaction or being instrumental in a transaction in securities in a company listed on a Netherlands… Continue reading INSIDER TRADING IN THE DUTCH CARIBBEAN
WILDERS MOVIE WIDELY CONDEMNED
The Dutch Prime Minister Jan Peter Balkenende has reacted to the provocative film Fitna (‘strife‘) that Member of Parliament Mr. Geert Wilders has released on the internet on 27 March. Prime Minister Jan Peter Balkenende (click here for the Arabic version): ‘On behalf of the Dutch government, I would like to respond to the online film by Mr… Continue reading WILDERS MOVIE WIDELY CONDEMNED
NEGOTIATIONS IN THE DUTCH CARIBBEAN ARE SUBJECT TO THE PRINCIPLE OF GOOD FAITH
Disclosing or investigating? Under Dutch Caribbean law, during negotiations parties enter into a contractual relationship governed by good faith. This means that each party should take into account the justified interests of the other party. Each party should also take reasonable steps to avoid the other party reaching an agreement based on false assumptions. When… Continue reading NEGOTIATIONS IN THE DUTCH CARIBBEAN ARE SUBJECT TO THE PRINCIPLE OF GOOD FAITH
DEMERGERS IN THE DUTCH CARIBBEAN
Transfer of business or legal split-off A split-off can take place by transferring part of the business of a company to its shareholders by way of a dividend in kind. In the event the split-off concerns a subsidiary, the payment in kind would be in the form of shares in such subsidiary. Instead of a… Continue reading DEMERGERS IN THE DUTCH CARIBBEAN
INTERNAL LIABILITY OF MANAGING DIRECTORS UNDER DUTCH CARIBBEAN LAW
Review without the benefit of hindsight The basic rule regarding the duty of a managing director is set forth in article 2:14 Netherlands Antilles Civil Code, which provides that each managing director has an obligation towards the company to properly perform the duties assigned to him. It follows from case law and legal doctrine that a… Continue reading INTERNAL LIABILITY OF MANAGING DIRECTORS UNDER DUTCH CARIBBEAN LAW
MiFID: WILL IT AFFECT THE DUTCH CARIBBEAN?
Markets in Financial Instruments Directive MiFID is an EU directive which provides a harmonized regulatory regime for investment services for all members of the European Economic Area and which became effective on 1 November 2007. MiFID’s objectives are to increase competition – and thus to make the price of corporate finance deals more competitive –… Continue reading MiFID: WILL IT AFFECT THE DUTCH CARIBBEAN?
JUNIOR VERSUS SENIOR DEBT IN THE DUTCH CARIBBEAN
High versus lower ranking debt A corporate take-over can be financed with debt and/or equity. For example, the current management of a company (the target) could incorporate a corporate vehicle (Newco) to acquire the shares of the target, while Newco is financed by banks or other lending institutions. Banks are typically senior debt holders, meaning… Continue reading JUNIOR VERSUS SENIOR DEBT IN THE DUTCH CARIBBEAN
PROMOTING GAMBLING AND GAMING FROM THE DUTCH CARIBBEAN
No specific law about advertising In the Netherlands Antilles there is no specific law relating to advertising or promoting on-line gambling/gaming; subsequently there are no restrictions on advertising and promoting these games to Netherlands Antilles citizens or citizens of other nations. Please note that the “Ordinance on agreements concluded electronically” (’Landsverordening overeenkomsten langs elektronische weg’), which became… Continue reading PROMOTING GAMBLING AND GAMING FROM THE DUTCH CARIBBEAN