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 provided, timely response, personal attention, the ability to stand in the client’s shoes, creativity and pricing.
Law firm marketing should therefore focus on the clients and not on the firm itself. Many law firms put too much emphasis on their size, the number of offices …
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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 should a party investigate or disclose? The extent to which a party, e.g. a buyer, has a duty to investigate depends on the factual circumstances of the particular transaction, including its nature and complexity. The other party, the seller, has a duty to disclose certain …
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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 managing director can only be held liable if serious negligence in the performance of his duties is attributable to him. Although a director could contractually limit his liability under article 2:14 of the Civil Code, it should be noted that the conduct not covered by …
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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 – and to increase consumer protection in investment services. MiFID removes barriers between stock exchanges and creates a single European financial market, a level playing field.
The Directive requires, inter alia, that investors be categorized as professional or retail clients to ensure the right level of protection. However, …
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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 that their debt is secured and/or has a higher priority than other debt, i.e. junior debt. Junior debt is a.k.a. subordinated debt.
Senior debt may be provided by one bank or a consortium of banks. In case of a syndication a bank ‘sells’ a portion …
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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 effective on 1 January 2001, requires an offeror of ‘commercial communication’, e.g. through the Internet, to mention, inter alia, and if applicable, the name, place of establishment and address of the offeror; effective contact details of the offeror; registration details relating to the offeror; the …
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TRANSFER OF STATUTORY SEAT WITHIN THE KINGDOM OF THE NETHERLANDS
A remedy against extraordinary events
Upon the occurrence of certain extraordinary events, such as war, or immediate danger of war, or a revolution, a transfer of seat of a company is possible to other parts of the Kingdom, i.e., the Netherlands and Aruba (Act on Voluntary Transfer of Seat; ‘Rijkswet vrijwillige zetelverplaatsing van rechtspersonen’). The transfer of seat has the legal effect that the Netherlands Antilles company, an NV or BV, becomes a Dutch company, again an NV or BV, or an Aruban company.
The procedure for this transfer of seat basically involves an amendment to the articles. In the event …
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WILDERS ANTI-KORAN FILM: THE NETHERLANDS FEARS ATTACKS ON PEOPLE AND PROPERTIES
Calls to kill Mr. Wilders should be strongly condemned
Freedom of expression is one of the cornerstones of the Dutch democracy. Within the boundaries of the law, one may say whatever one wants to. However, even within these boundaries, expressing one’s view can be highly irresponsible, especially if the purpose thereof is to demonize and offend others. The Dutch politician Geert Wilders is a symbol of zero-tolerance and a champion of disrespectful remarks, and thus of irresponsible behavior.
I very much oppose the ideas and tactics of Geert Wilders, and if only half of what is said about the provocative …
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HOW MANY POLITICIANS DO WE NEED IN THE NETHERLANDS PARLIAMENT?
150 + 75 members seems too much
The Dutch House of Representatives or Lower House (‘Tweede Kamer’) has 150 members (MPs). Members of the Lower House receive an allowance for expenses for their work. This is called a compensation. The amount of the compensation is € 83,398.32 per MP per year. They also receive a holiday allowance of 8% and an end of the year allowance in December. MPs are elected by the voters.
The Dutch Senate or upper house (‘Eerste Kamer’) has 75 members. Members of the Senate receive an allowance for expenses for their …
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DUTCH MAILBOX COMPANIES
It’s not merely a mailbox
According to the OECD (Organization for Economic Co-operation and Development), a tax haven (or offshore jurisdiction) is a jurisdiction that actively makes itself available for the avoidance of taxes which would otherwise be paid in a higher tax jurisdiction. There are more advanced and less advanced offshore jurisdictions. The concessions and benefits are also differently structured. They may, for example, be in the form of zero tax on receipt and distribution of dividends (holding companies in Cyprus, Denmark and the Netherlands) or favorable tax treatment through treaties and agreements with the investor’s home country (Cyprus, the …
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SELLING LEASED PROPERTY IN THE NETHERLANDS ANTILLES
The lessee is protected (in principle)
As a general principle, the rights of a lessee must be protected in the event leased property is sold.
Therefore, according to Dutch Caribbean law, in the event of the sale of a leased property, either a regular sale or a foreclosure sale, the (material) obligations in any lease agreement with respect to that property will automatically transfer to the new owner.
A mortgage holder can usually initiate foreclosure at anytime there is a default on the mortgage payment, however regarding the foreclosure sale, i.e. the sale initiated by a mortgage holder, the above principle does not hold if the …
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TELEPHONE TAPING BY BANKS IN THE DUTCH CARIBBEAN
Common practice
It is common practice around the world for (dealing rooms of) banks and brokers to tape conversations with their clients in order to avoid misunderstandings as to the selling or buying instructions given by the clients. There are no specific laws or regulations in the Netherlands Antilles applicable to this aspect of telephone taping.
In various countries there are laws protecting the privacy of individuals, which also cover the taping of incoming calls. In particular, several European countries have implemented legislation relating to the protection of personal data in their jurisdiction, based, in particular on the EU Directive on personal …
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