Author: Karel Frielink

True identity of customers must be established Due diligence has to be performed by administrators and self-administered investment institutions on the (prospective) investors of the (self-) administered investment institution. Investment institutions have the obligation to determine the true identity of their (prospective) investors, including where applicable the (ultimate) beneficiaries of their investors that are legal… Continue reading KNOW YOUR CUSTOMER RULES FOR ADMINISTRATORS UNDER THE LAWS OF THE NETHERLANDS ANTILLES

In most cases a license is required An investment institution is either an investment company or an investment fund, according to the National Ordinance on the Supervision of Investment Institutions and Administrators 2002 (‘Landsverordening toezicht beleggingsinstellingen en administrateurs’, the “NOSIIA”). An investment company is the body corporate that raises or has obtained pecuniary means or… Continue reading INVESTMENT INSTITUTIONS AND THE NETHERLANDS ANTILLES

Trust companies render management services Supervision of trust companies is dealt with in the National Ordinance on the Supervision of Trust Service Providers 2003 (‘Landsverordening toezicht trustwezen’, the ‘NOST’). Supervision of trust companies (a.k.a. fiduciairy or company service providers) falls in the category integrity supervision and not in the category prudential supervision. The supervisor is the… Continue reading SUPERVISION OF TRUST COMPANIES IN THE NETHERLANDS ANTILLES

There is room for improvement The local conditions in terms of tax, legal, accounting, (telecom) infrastructure and regulatory (supervision of banks, funds etc.) are favorable. There are a considerable number of investors and companies present on Curacao. Not only pension funds and insurance companies, but also large banks, (investment and hedge) funds and fund administrators… Continue reading CONDITIONS FOR BUSINESS DEVELOPMENT IN THE NETHERLANDS ANTILLES

Amsterdam Enterprise Court decision should be annulled Today, the Attorney-General provided the Dutch Supreme Court with his advice on the ABN AMRO Bank case (LaSalle). In his opinion, the Supreme Court should annul the decision rendered by the Amsterdam Enterprise Court (‘Ondernemingskamer Hof Amsterdam’). The advisory opinion can be summarized as follows (source): This lawsuit… Continue reading ADVICE ATTORNEY-GENERAL IN ABN AMRO BANK CASE

Assimilation Different legal systems result in different legal concepts. For example, English law has no concept of ‘economic beneficiary’ (‘economisch eigenaar’) as such. Instead, English law has concepts such as ‘equitable interest’ or ‘beneficial interest’ in an asset. The most obvious illustration of ‘equitable interest’ or ‘beneficial interest’ under English law is the right of… Continue reading FOREIGN LEGAL CONCEPTS AND THE LAWS OF THE NETHERLANDS ANTILLES

Not available in the Netherlands Antilles The ABN AMRO Bank case has been discussed in here. The case was brought before the Amsterdam Enterprise Court (‘Ondernemingskamer Hof Amsterdam’). No such court exists in the Netherlands Antilles. The Netherlands Antilles corporate code provides for an investigation in respect of foundations only. Shareholders of a Dutch corporation… Continue reading THE AMSTERDAM BASED ENTERPRISE COURT

Enforcement is possible According to Netherlands Antilles law, the question whether or not a security right can be created in a certain receivable must be determined according to the law governing that receivable. Netherlands Antilles international private law determines that the law that governs the receivable is the law that governs the underlying contract of… Continue reading FOREIGN SECURITY RIGHTS AND THE WAY THEY ARE TREATED IN THE NETHERLANDS ANTILLES

They can file a petition Minority shareholders who disagree with particular decisions have several options. The most important option is the annulment of a decision (section 2:21 Netherlands Antilles Civil Code; ‘NACC’). A resolution of a corporate body may be declared null and void when there is no quorum, majority, proposal, nomination and proposal for appointment… Continue reading THE ANNULMENT OF CORPORATE DECISIONS BY MINORITY SHAREHOLDERS UNDER THE LAWS OF THE NETHERLANDS ANTILLES

Not easily In the Netherlands Antilles, there does not exist a public register of shareholders in Netherlands Antilles companies. The company involved would be the source for a third party to obtain information as regards the identity of the shareholders of such company. If all shares are bearer shares, which category of shares is transferable… Continue reading CAN THE IDENTITY OF A SHAREHOLDER BE RETRIEVED UNDER THE LAWS OF THE NETHERLANDS ANTILLES?

Reviewing legal, tax and other information Due diligence in relation to mergers and acquisitions is an investigation of the business which is the subject of the transaction. Good faith requirements may trigger a duty to disclose certain information to the other party as well as a duty to investigate. The purpose of a due diligence investigation is,… Continue reading WHAT IS A DUE DILIGENCE INVESTIGATION?

Good faith requirements rule On 3 May 2007, the Amsterdam Enterprise Court (‘Ondernemingskamer Hof Amsterdam’) ruled that ABN AMRO Bank must freeze its $21 billion sale of U.S. unit LaSalle to Bank of America, because in the Court’s opinion the deal requires prior shareholders’ consent. The Court ruled it was “unacceptable” for ABN AMRO Bank… Continue reading THE ABN AMRO BANK CASE REVISITED