The articles of association may contain an arbitration clause The articles of Royal Dutch Shell plc (an English company headquartered in The Hague) provide for a peculiar dispute resolution: disputes between shareholders and the company (or its subsidiaries) but also disputes between shareholders and professional service providers of the company, like accountants, shall be exclusively… Continue reading ARBITRATION AND CORPORATE DISPUTES UNDER NETHERLANDS ANTILLES LAW

The nature of the medium is of relevance Under Aruban and Netherlands Antilles law the doctrine of defamation pertaining to civil law is governed by the general rules of liability arising from an unlawful act, more specific to harm one’s good name. Whether a statement under Aruban or Netherlands Antilles law shall be considered as… Continue reading DEFAMATION UNDER THE LAWS OF ARUBA AND THE NETHERLANDS ANTILLES

Several general exemptions are available The National Ordinance on the Supervision of Investment Institutions and Administrators 2002 provides for a general exemption for investment institutions for which participating interests are solicited or obtained from “professional parties” only. Another general exemption is the so-called high denomination dispensation. This exemption, which is strictly spoken individual dispensation, is… Continue reading GENERAL EXEMPTIONS FOR FOREIGN INVESTMENT INSTITUTIONS UNDER NETHERLANDS ANTILLES LAW

Partial exemptions can be requested from the Central Bank In accordance with the National Ordinance on the Supervision of Investment Institutions and Administrators 2002 an investment institution shall be granted a license if it and its depositary, if employed by the investment institution, comply with the requirements stipulated in the Central Bank’s (Bank van de… Continue reading PARTIAL EXEMPTIONS FOR FOREIGN INVESTMENT INSTITUTIONS UNDER NETHERLANDS ANTILLES LAW

It is a punishable offense to raise money without a license The National Ordinance on the Supervision of Investment Institutions and Administrators 2002 (‘Landsverordening toezicht beleggingsinstellingen en administrateurs’) provides for a licensing system for investment institutions and administrators. The general prohibition is: “It is a punishable offence to raise or obtain pecuniary means or other… Continue reading INVESTMENT INSTITUTIONS AND ADMINISTRATORS UNDER NETHERLANDS ANTILLES LAW

You better behave! There are numerous articles in the Penal Code of the Netherlands Antilles and various statutes that impose specific criminal sanctions on managing directors and supervisory directors. Punishable offenses include the following: – international publication of untrue financial statements; – involvement of a managing or supervisory director of the company in situations that… Continue reading CRIMINAL LIABILITY OF MANAGING DIRECTORS UNDER NETHERLANDS ANTILLES LAW

Is a deed of joint and several liability compatible with the company’s purpose? A deed of joint and several liability generally achieves the goal of creating a second, jointly and severally liable debtor. Banks for example may require such a deed as part of their financing arrangement. Although a joint and several liability is not… Continue reading CO-DEBTORS AND THE LAWS OF ARUBA AND THE NETHERLANDS ANTILLES

Limitation of liability can be invoked up to a certain amount In the Netherlands Antilles the liability for oil pollution is dealt with in the National Ordinance liability oil tankships 1998 (“Landsverordening Aansprakelijkheid Olietankschepen”). This Ordinance implements two treaties: – The Treaty of 27 November 1992, entered into in London, the United Kingdom, relating to… Continue reading LIABILITY FOR OIL POLLUTION IN THE NETHERLANDS ANTILLES

Mutual assistance regarding criminal matters There exists a treaty between the Kingdom of the Netherlands (of which the Netherlands Antilles form a part) and the United States of America regarding the mutual legal assistance regarding criminal matters. “Legal assistance” includes assisting with, or granting co-operation to an investigation, sending and/or obtaining documents, files, or information,… Continue reading INTERNATIONAL LEGAL ASSISTANCE AND THE NETHERLANDS ANTILLES

Extradition requires a treaty Extradition is only possible on the basis of an extradition treaty, e.g. the treaty between the Kingdom of the Netherlands and the United States of America regarding extradition of delinquents. The appendix to the treaty lists facts that are considered as matters for which extradition can be requested. In addition, the… Continue reading EXTRADITION IN THE NETHERLANDS ANTILLES

Pre-emption rights under Netherlands Antilles law According to the Netherlands Antilles Corporate Code each shareholder has a pre-emption right on the issue of shares pro rata to the number of shares held by him. The purpose of the pre-emption right is to prevent the shareholder from dilution. According to the Corporate Code there are three… Continue reading THE ULTIMATE CORPORATE ADVENTURE (VIII)

Liability members of the Board of Directors of an NV or BV The members of the Board of Directors are personal and severally liable towards the Netherlands Antilles NV or BV for any loss caused by the improper performance of duties. Each member of the Board who proves that he cannot be blamed for such… Continue reading THE ULTIMATE CORPORATE ADVENTURE (VII)