Category: Legal

Antitrust law infringements John D. Briggs and Sarah Jordan (Howrey) published an article in Business Law International (Vol 8 No 1, January 2007, p. 1-37) titled ‘Presumed Guilty: Shareholder Liability for a Subsidiary’s Infringements of Article 81 EC Treaty’. Article 81 of the Treaty (full text below) prohibits agreements and concerted practices between firms that… Continue reading SHAREHOLDER LIABILITY FOR INFRINGEMENTS OF EUROPEAN TREATY

Foreign jurisdiction must allow conversion According to Netherlands Antilles law a limited liability company (NV or BV) or foundation can be ‘converted’ into a company governed by another jurisdiction, provided that this is allowed in accordance with the laws of the new jurisdiction. According to, e.g., Dutch law, such conversion to the Netherlands is in… Continue reading CROSS-BORDER CONVERSION OF A NETHERLANDS ANTILLES LEGAL ENTITY

A third party may attack a judgment Sometimes a judgment may affect the rights of a person or company not being a party to those proceedings. If one was not a party to those proceedings, one cannot appeal such a judgment. Third-party-opposition (in Dutch: ‘derdenverzet’) is a remedy granted to third parties (outsiders) whose rights… Continue reading THIRD-PARTY-OPPOSITION UNDER THE LAWS OF THE NETHERLANDS ANTILLES

Curacao provides a favorable climate for hedge funds Curacao (part of the Netherlands Antilles) currently provides a favorable tax, legal and regulatory climate for hedge funds. A fund vehicle can be established very quickly and very flexible. Furthermore, the current regulatory regime regarding the supervision of investment institutions and administrators and new anti-money laundering rules… Continue reading HEDGE FUNDS GOVERNED BY CURACAO LAW

Further anti-money laundering measures In the context of the fight against money laundering, the Netherlands Antilles will adopt legislation in the course of 2007 which extends the identification obligation and the reporting obligation in respect of unusual transactions to attorneys, civil-law-notaries, accountants, insurance companies and brokers, realtors, car dealers and jewelers. The obligations as imposed… Continue reading CLIENT IDENTIFICATION RULES OF THE NETHERLANDS ANTILLES TO BE EXTENDED TO ATTORNEYS AND CIVIL-LAW-NOTARIES

Interpretation may go beyond the four corners of the contract The question what exactly was agreed between parties to a contract largely depends on the interpretation of the contract, in which principles such as fairness and reasonableness play an important role. In many cases, where contract language is clear and explicit and does not lead… Continue reading THE INTERPRETATION OF A NETHERLANDS ANTILLES CONTRACT: WHOSE MEANING PREVAILS?

Internal versus external authority Netherlands Antilles law sharply distinguishes between the capability of a partner to represent a partnership and the acceptability of an act of representation under the contractual relationship among the partners. These concepts could be labeled as ‘external authority’ and ‘internal authority’ respectively. Although the internal authority can influence the external authority,… Continue reading REPRESENTING A NETHERLANDS ANTILLES PARTNERSHIP

Act of tort required The existence of a claim on a corporation does in itself not cause any liability for the officers or directors of that company to arise. Outside a bankruptcy case, such a liability may only be construed if the claim on the corporation remains unpaid and then only if there is a… Continue reading THE PERSONAL LIABILITY OF A DIRECTOR OF A NETHERLANDS ANTILLES COMPANY

A concept similar to a right of pledge In the Netherlands Antilles collateral transfer (‘fiduciaire overdracht’) is a common security interest. It is construed as the full transfer of a proprietary right by the debtor to the creditor, under the condition subsequent of satisfaction of the obligation the collateral is to secure. Once said condition… Continue reading FIDUCIARY TRANSFER OF TITLE UNDER THE LAWS OF THE NETHERLANDS ANTILLES

The composition must be adopted by the creditors and be approved by the court Under Netherlands Antilles and Aruban law, a moratorium of payment (‘surséance van betaling’) is a legal concept distinct and separate from bankruptcy (‘faillissement’). The Bankruptcy Ordinance (‘Faillissementsbesluit’) provides for two types of proceedings: bankruptcy in which the debtor’s assets are liquidated… Continue reading THE TERMINATION OF A MORATORIUM AS THE RESULT OF A COMPOSITION UNDER THE LAWS OF THE NETHERLANDS ANTILLES AND ARUBA

Curacao has a friendly tax climate, too Curacao is part of the Kingdom of the Netherlands. International financial services form an important pillar of the economy of Curacao. Other important sources of income include tourism, oil refining and shipping. The financial sector is supported by a number of international banks offering a wide scale of… Continue reading CURACAO IS THE PEARL AND THE CAPITAL OF THE CARIBBEAN

The Netherlands Antilles as such will cease to exist on ‘Kingdom Day 2008’ On 15 December 2008, Sint Maarten will become an autonomous island within the Kingdom of the Netherlands. Sint Maarten’s position can best be compared to that of Aruba: a full nation status within the Kingdom of the Netherlands. This has been agreed by all parties… Continue reading 15 DECEMBER 2008 WILL BE D-DAY