Several protection mechanisms available Netherlands Antilles law provides for several important statutory rules which can protect a minority shareholder. For instance, on the basis of the principles of reasonableness and fairness incorporated in section 2:7 of the Netherlands Antilles Civil Code, a controlling shareholder has to take into consideration the interests of his fellow minority… Continue reading MINORITY VERSUS MAJORITY SHAREHOLDERS UNDER THE LAWS OF THE NETHERLANDS ANTILLES

Much room for withholding and distribution rules With respect to the ‘risk’ of (excessive) dividend draws, it is not necessary to give all shares a right to share in the profits. If a company has shares with different par values, the articles of association will have to contain a provision dealing with each right to… Continue reading PROVISIONS IN THE ARTICLES OF ASSOCIATION TO PREVENT EXCESSIVE DIVIDEND DRAWS

Much freedom is given to the shareholders In general, Netherlands Antilles corporate law provides (much more than Dutch law) for free choice of organization of a NV or BV by way of the articles of association. It gives shareholders much freedom to organize things as they see fit. For example, a company may issue non-voting… Continue reading STRUCTURING A NETHERLANDS ANTILLES LIMITED LIABILITY COMPANY

Much ado about iPhones and trademarks Last week at the much-anticipated Macworld event in San Francisco, Apple launched a new handheld mobile phone device under the name iPhone. The launch of Apple’s iPhone has been long awaited. The iPhone combines different products, a mobile phone; a widescreen iPod with touch controls; and an Internet communications… Continue reading PROTECTING THE iPHONE TRADEMARK UNDER THE LAWS OF THE NETHERLANDS ANTILLES

His failure must be of certain gravity In general, employees are liable for damage caused by them in the performance of their work which is claimed against their employer by third parties as well as for damage they have caused to their employer’s property. However, such liability exists only where the occurrence of the damage… Continue reading THE LIABILITY OF AN EMPLOYEE VIS-A-VIS HIS EMPLOYER UNDER THE LAWS OF THE NETHERLANDS ANTILLES

Credit linked notes (CLNs) The relevant rule in respect of the issuance of CLN’s is article 45 of the Netherlands Antilles Banking Decree, which read as follows:  “It is prohibited to any person to attract moneys from the public or extend credit to the public by others than licensed credit institution.” If the NV or… Continue reading DEBT ISSUANCE UNDER THE LAWS OF THE NETHERLANDS ANTILLES

Regular versus large NV Each year, within eight months after the lap of the fiscal year, financial statements have to be drawn up by the board of a limited liability company (NV or BV): a balance sheet, a profit and loss statement and an explanatory note. Such statements have to be presented to the annual… Continue reading CORPORATE REPORTING REQUIREMENTS IN THE NETHERLANDS ANTILLES

Insider trading is prohibited The Netherlands Antilles Ordinance on the Supervision of Stock Exchanges 1998 contains articles regarding insider trading/dealing. These articles (8 and 9) contain certain rules with respect to “insider dealing” transactions performed in or from the Netherlands Antilles. In general it is prohibited for anyone (including an issuer), once it is reasonable… Continue reading INSIDER TRADING RULES IN THE NETHERLANDS ANTILLES

It is easy and not expensive to set up a SPV From a legal point of view, establishing a fund in Curaçao has become very attractive since under new corporate law a private limited liability company (besloten vennootschap) can be established very quickly and very flexible. Virtually everything is possible with this new legal entity.… Continue reading THE STRUCTURE OF A NETHERLANDS ANTILLES (CURACAO) FUND

Ignoring the legal personality of a company A shareholder is not personally liable for acts performed in the name of the company and is not liable to contribute to losses of the company in excess of the amount which he must pay to the company as contribution for his shares. Therefore, there is a legal… Continue reading WHAT IS PIERCING THE CORPORATE VEIL?

Principles recognized by the European Court of Justice in the Wouter case (C-309/99) Created in 1960, the Council of Bars and Law Societies of Europe (CCBE) is the officially recognized representative organization for the legal profession in the European Union (EU) and the European Economic Area (EEA). The CCBE represents over 700,000 lawyers through its… Continue reading PRINCIPLES OF THE LEGAL PROFESSION