22, 23 en 24 oktober 2012 Het ondernemingsrecht is continu in beweging. Hier bij ons in Curacao, maar ook in Nederland. Boek 2 van het Burgerlijk Wetboek Curacao is op 1 januari 2012 op tal van punten gewijzigd. Wat houden deze wijzigingen precies in? Wat betekent de invoering van de Flex-BV in Nederland per 1… Continue reading SEMINAR ONDERNEMINGSRECHT
Tag: annemarijke bach kolling
CIVIL PROCEEDINGS IN CURACAO
Information for foreign plaintiffs Are there any particular issues that concern foreign plaintiffs in Curacao? If proceedings on the merits are initiated by a non-resident plaintiff, the defendant may ask the court to order that the plaintiff provide security for damages, costs and interest which it might be liable to pay as a result of… Continue reading CIVIL PROCEEDINGS IN CURACAO
INADEQUATE CAPITALIZATION OF A CURACAO COMPANY
Liability for thin-capitalization? 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. In terms of ‘piercing the corporate veil’, thin or… Continue reading INADEQUATE CAPITALIZATION OF A CURACAO COMPANY
DUTIES OF A MANAGING DIRECTOR OF AN NV OR BV
Acting in the best interests of the company Although not explicitly provided for in Book 2 of the Civil Code of Curacao (“CCC”), it is considered a general rule of corporate law that the management board (a.k.a. board of directors) must act in the best interests of the company (an NV or BV) in the… Continue reading DUTIES OF A MANAGING DIRECTOR OF AN NV OR BV
CURACAO AND ITS DEFICIT
Who do we have to thank for the conservatorship? Recently, a lot has been written and said about the fact that Curacao is under some kind of conservatorship (or guardianship). In this case conservatorship means something like: not being allowed to take your own (financial) decisions without the approval of a supervisor. How could it have… Continue reading CURACAO AND ITS DEFICIT
COURTS AND OMBUDSMAN REPORTS
Ombudsman reports are taken seriously An Ombudsman determines whether a complaint is justified or not. If the Ombudsman finds that a complaint is justified or has merit, he may decide to try and persuade the government or government agency to change its policy or decision. This topic, however, is about an Ombudsman report resulting from… Continue reading COURTS AND OMBUDSMAN REPORTS
OMBUDSMAN INVESTIGATION
Ombudsman beneficial to lawyers and their clients? In several jurisdictions the law provides that, with certain exceptions, a statement made or an answer given by a person during an investigation by the Ombudsman, and a report or recommendation of the Ombudsman, is inadmissible in evidence in a court or in any other proceeding. As far… Continue reading OMBUDSMAN INVESTIGATION
LAWYERS COMPARED TO OMBUDSMEN
Tarzan in the administration jungle I will not go into too much detail regarding the role and nature of an Ombudsman and investigations carried out by him. The role of Ombudsman is known in many jurisdictions and they can, just like lawyers, be found in all types and sizes. Some are described as “Tarzan in… Continue reading LAWYERS COMPARED TO OMBUDSMEN
LAWYERS IN THE DUTCH CARIBBEAN
What is a lawyer? For people dealing with lawyers it is of importance to understand lawyers as a profession and what they may be after in a particular case. I will therefore briefly discuss the nature of this centuries old profession. Well, what is a lawyer? The answer depends on the context in which this… Continue reading LAWYERS IN THE DUTCH CARIBBEAN
GOVERNMENT AND CORPORATE GOVERNANCE (V)
Government drafted model articles of association The first model articles of association date from March 15, 2011. For criticism see: K. Frielink, Visie Land op overheids-NV’s verkeerd [Vision Country on government-owned NVs incorrect], Antilliaans Dagblad 15 April 2011, p. 16 and M.L. Alexander, F.B.M. Kunneman, L.G. Santine and R.J. in ’t Veld, Modelstatuten ten sterkste… Continue reading GOVERNMENT AND CORPORATE GOVERNANCE (V)
GOVERNMENT AND CORPORATE GOVERNANCE (IV)
Code Corporate Governance Curacao On January 1, 2010, the National Ordinance regarding corporate governance came into effect. Based on this the Code Corporate Governance Curacao came into being, that also came into effect on January 1, 2010. In it, reference is still made to the Executive Council and the island territory of Curacao, but as… Continue reading GOVERNMENT AND CORPORATE GOVERNANCE (IV)
GOVERNMENT AND CORPORATE GOVERNANCE (III)
The government is not automatically an ‘ordinary’ shareholder It is obvious that in a small community such as that of Curacao, with only a limited choice when it comes to directors and supervisory directors to be appointed, and in which (family, social) networks seem to play an important role in making choices, there is a… Continue reading GOVERNMENT AND CORPORATE GOVERNANCE (III)