No deed required Under the laws of the Dutch Caribbean (Aruba, Bonaire, Curacao, St. Maarten) transferring the title of bearer bonds (i.e. bonds which are owned by whoever is holding them, rather than having a registered owner) does not require a transfer deed. In other words: such a bond is transferred by surrendering the original… Continue reading THE TRANSFER OF BEARER BONDS IN THE DUTCH CARIBBEAN
Category: Finance
REGULATORY LEGISLATION IN CURACAO
General requirements on the business operation Regulatory legislation in Curacao does not distinguish between different kinds of products, such as for instance hedge funds, but is of a more general nature. The regulatory legislation of Curacao applicable to financial institutions is divided into four categories being: credit institutions, institutional investors, investment institutions & administrators and… Continue reading REGULATORY LEGISLATION IN CURACAO
CURACAO TRUST LEGISLATION
Entered into force on 1 January 2012 On January 1st 2012, new legalization entered into force pursuant to which it is now possible to set up a trust, similar to the trust in Anglo-Saxon common law jurisdictions, in Curacao. This trust is a legal exception to the paritas creditorum rule as we know it and… Continue reading CURACAO TRUST LEGISLATION
PARALLEL DEBT IN CURACAO
New legislation It has become market practice in Curacao, and also in the Netherlands, to create a separate (parallel) obligation, owed by the borrower (or guarantor) to the security agent in its own name, on the terms and in an amount equal to the original (principal) obligations owing by the borrower (or guarantor) to the… Continue reading PARALLEL DEBT IN CURACAO
CREDIT INSTITUTIONS IN ARUBA
A license is required According to Section 4 of the Aruba State Ordinance on the Supervision of the Credit System 1998 (SOSC), no enterprise or institution established in Aruba shall pursue the business of a credit institution unless it has obtained authorization to that end from the Central Bank. No enterprise or institution established outside… Continue reading CREDIT INSTITUTIONS IN ARUBA
CREDIT INSTITUTIONS IN CURACAO AND ST. MAARTEN
A license is required The National Ordinance on the supervision of banking and credit institutions 1994 (Landsverordening toezicht bank- en kredietwezen, the “NOSB”) of both Curacao and St. Maarten prohibits any one (other than a licensed Credit Institution) from – directly or indirectly – soliciting funds from the public or extending credit to the public… Continue reading CREDIT INSTITUTIONS IN CURACAO AND ST. MAARTEN
INVESTMENT INSTITUTIONS IN CURACAO AND ST. MAARTEN
Raising money without a license is prohibited The National Ordinance on the Supervision of Investment Institutions and Administrators 2002 (Landsverordening toezicht beleggingsinstellingen en administrateurs, a.k.a. “NOSIIA”) of both Curacao and St. Maarten prohibits raising, or obtaining, pecuniary means or other property for the purpose of participating in an investment institution that has not been granted a… Continue reading INVESTMENT INSTITUTIONS IN CURACAO AND ST. MAARTEN
SECURITIZATION IN CURACAO
Curacaoan special purpose vehicles are commonly used in cross–border financing transactions Curacaoan special purpose vehicles (SPVs) are commonly used in both cross–border financing transactions as well as in Curacao domestic financing transactions. As far as cross–border transactions are concerned, (synthetic and cash) securitizations, repackagings, collateralized debt obligations (CDOs), collateralized loan obligations (CLOs), leasing transactions, MTN… Continue reading SECURITIZATION IN CURACAO
EUROPEAN COURT OF JUSTICE ON INSIDER DEALING
Market Abuse Directive defines insider dealing objectively The European Court of Justice, in its decision dated 23 December 2009 (Case C‑45/08; Spector Photo Group NV and Chris Van Raemdonck versus Commissie voor het Bank-, Financie- en Assurantiewezen (CBFA)), has clarified the elements of insider dealing following a request from the Court of Appeal of Brussels.… Continue reading EUROPEAN COURT OF JUSTICE ON INSIDER DEALING
THE CUSTODY OF SECURITIES IN THE NETHERLANDS CARIBBEAN
Separate legal entity Generally, securities that must be held by a Netherlands Antilles bank on behalf of its clients will be held by a custodian. In most cases the custodian is either a foundation (‘stichting’) or a wholly owned subsidiary (NV or BV) of the bank. The scope of the activities of the custodian will… Continue reading THE CUSTODY OF SECURITIES IN THE NETHERLANDS CARIBBEAN
RESTARTING SECURITIZATION MARKETS IS CRITICAL
IMF: securitization can positively contribute to financial stability and sustainable economic growth Although recent public opinion has focused on what went wrong with securitization, according to the International Monetary Fund (IMF), it is important to recognize the many benefits associated with sound securitization. Mobilizing illiquid assets and transferring credit risk away from the banking system… Continue reading RESTARTING SECURITIZATION MARKETS IS CRITICAL
STRUCTURING TRANSACTIONS IN THE DUTCH CARIBBEAN, THE SKY IS THE LIMIT
Example: Parallel debt structures under Dutch Caribbean law In a parallel debt structure, a company (the borrower) acknowledges a debt to an appointed agent by promising to pay the agent an amount equal to the sum of the borrower’s obligations under the (syndicated) loan agreement with the lenders. Thus an independent, parallel debt is created… Continue reading STRUCTURING TRANSACTIONS IN THE DUTCH CARIBBEAN, THE SKY IS THE LIMIT