Acting in the best interests of the company Although not explicitly provided for in Book 2 of the Civil Code of Curacao (“CCC”), it is considered a general rule of corporate law that the management board (a.k.a. board of directors) must act in the best interests of the company (an NV or BV) in the… Continue reading DUTIES OF A MANAGING DIRECTOR OF AN NV OR BV
Category: Corporate
GOVERNMENT AND CORPORATE GOVERNANCE (V)
Government drafted model articles of association The first model articles of association date from March 15, 2011. For criticism see: K. Frielink, Visie Land op overheids-NV’s verkeerd [Vision Country on government-owned NVs incorrect], Antilliaans Dagblad 15 April 2011, p. 16 and M.L. Alexander, F.B.M. Kunneman, L.G. Santine and R.J. in ’t Veld, Modelstatuten ten sterkste… Continue reading GOVERNMENT AND CORPORATE GOVERNANCE (V)
GOVERNMENT AND CORPORATE GOVERNANCE (IV)
Code Corporate Governance Curacao On January 1, 2010, the National Ordinance regarding corporate governance came into effect. Based on this the Code Corporate Governance Curacao came into being, that also came into effect on January 1, 2010. In it, reference is still made to the Executive Council and the island territory of Curacao, but as… Continue reading GOVERNMENT AND CORPORATE GOVERNANCE (IV)
GOVERNMENT AND CORPORATE GOVERNANCE (III)
The government is not automatically an ‘ordinary’ shareholder It is obvious that in a small community such as that of Curacao, with only a limited choice when it comes to directors and supervisory directors to be appointed, and in which (family, social) networks seem to play an important role in making choices, there is a… Continue reading GOVERNMENT AND CORPORATE GOVERNANCE (III)
GOVERNMENT AND CORPORATE GOVERNANCE (II)
Government (not) at a distance? Being a director of a government-owned company is certainly not always as easy. Neither is being a shareholder in a government-owned company. The directors will usually complain about too much influence from politicians, while the politicians will usually find that they have too little grip on government-owned companies. In this… Continue reading GOVERNMENT AND CORPORATE GOVERNANCE (II)
GOVERNMENT AND CORPORATE GOVERNANCE (I)
For Hobbes, it is certain that there must be a sovereign According to Thomas Hobbes we all have natural passions that carry us to, among other things, partiality, pride, and revenge. The laws of nature, as Hobbes sees them, including ‘justice’, ‘equity’, ‘modesty’, and ‘mercy’, are contrary to our passions. Therefore, we will only observe… Continue reading GOVERNMENT AND CORPORATE GOVERNANCE (I)
CURACAO COURT INTERVENES IN POLITICAL APPOINTMENT
Political appointments unacceptable The Court of First Instance of Curacao passed judgment on 23 January 2012 in the case of Selikor N.V. versus Drs. Ivar Asjes (JOR 2012, 105). This case is a follow-up to the judgment of the Joint Court of Appeal of the Netherlands Antilles and Aruba of 10 August 2010, JOR 2010,… Continue reading CURACAO COURT INTERVENES IN POLITICAL APPOINTMENT
INQUIRY PROCEDURE IN CURACAO
Important court decision for the local trust practice On 30 March 2012 the first petition for an inquiry procedure under the new law was dealt with by the Joint Court of Justice of Aruba, Curacao and St. Maarten, and of Bonaire, St. Eustatius and Saba. Karel Frielink and Dinesh Mishre had the honor of acting… Continue reading INQUIRY PROCEDURE IN CURACAO
INQUIRY PROCEDURE INTRODUCED IN CURACAO
The Joint Court is the forum of choice for corporate disputes As per January 1, 2012 the amended Corporate Code (Book 2 Civil Code) of Curacao entered into force. The new legislation introduces a so-called inquiry procedure for, amongst others, limited liability companies. The inquiry procedure (a.k.a. investigation proceedings) can result in a court ordered… Continue reading INQUIRY PROCEDURE INTRODUCED IN CURACAO
CORPORATE GOVERNANCE AND BAD HABITS
Letter to the editor of The Daily Herald Dear Editor, According to Leroy de Weever (DP), he doesn’t need a Corporate Governance Council to come tell him how to do his job. He wants to disband the Corporate Governance Council as soon as possible. Corporate governance rules were designed to protect companies from politicians, in… Continue reading CORPORATE GOVERNANCE AND BAD HABITS
LEGAL MERGERS IN CURACAO
The Curacao Civil Code provides for a simplified merger procedure The acquisition of a business enterprise may take place through the purchase of shares (take-over), the purchase of assets and liabilities or a legal / statutory merger. The Curacao Legal Code on corporate and other legal persons contains detailed provisions for mergers of companies limited… Continue reading LEGAL MERGERS IN CURACAO
THE CURACAO MEMBER-MANAGED COMPANY
The right form for small businesses Until March 1, 2004 only manager managed companies were known. According to the current Curacao Civil Code, the articles of a company may provide that such company be a member managed company, which is a company without a board of directors. The shareholders (members) are then in charge of… Continue reading THE CURACAO MEMBER-MANAGED COMPANY