Within the Kingdom Under the Transfer of Seat Ordinance it is for instance impossible to transfer to Aruba or St. Maarten. Article 38 paragraph 4 of the Charter of the Kingdom of the Netherlands provides that the subject of transfer of seat of legal entities must be regulated in a Kingdom Act. Agreement between the… Continue reading CROSS BORDER CONVERSION AND MERGER (part 3)
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CROSS BORDER CONVERSION AND MERGER (part 2)
Transfer of the seat The cross-border conversion was already known in the past as the doctrine of the transfer of the seat. Just a few words about this. The transfer of seat had been regulated in the Transfer of Seat to Third Countries Ordinance (Landsverordening zetelverplaatsing derde landen). This Ordinance was repealed as from 1… Continue reading CROSS BORDER CONVERSION AND MERGER (part 2)
CROSS BORDER CONVERSION AND MERGER (part 1)
Recent developments The Netherlands Antilles ceased to exist as a country on 10 October 2010. Curacao and Sint Maarten have become independent countries within the Kingdom of the Netherlands, just as Aruba had already been for quite some time. Bonaire, St. Eustatius and Saba have become extraordinary municipalities of the Netherlands. These constitutional changes have… Continue reading CROSS BORDER CONVERSION AND MERGER (part 1)
CONFLICTING INTERESTS IN CURACAO INSOLVENCY LAW (part 8)
Final remarks The receiver can be faced with a multitude of conflicting interests. Often he will be able to reach a weighing of interests relatively quickly and without many problems, but sometimes he has to balance on a thin bankruptcy tightrope. In doing so the law offers him hardly any support and neither does case… Continue reading CONFLICTING INTERESTS IN CURACAO INSOLVENCY LAW (part 8)
QUEEN BEATRIX ABDICATES IN FAVOR OF SON
The Queen will formally stand down on 30 April 2013 Queen Beatrix of the Netherlands announced earlier today that she will abdicate on April 30 after 33 years as head of state. The abdication secures the Dutch throne for Crown-Prince Willem-Alexander at the age of 45. “Responsibility for our country must now lie in the… Continue reading QUEEN BEATRIX ABDICATES IN FAVOR OF SON
CONFLICTING INTERESTS IN CURACAO INSOLVENCY LAW (part 7)
Conflicting interests in connection with consolidated business operations When multiple companies of the same group go bankrupt, it can be of major importance for a creditor of one of these companies to know how the winding up is developing of one or more of the other companies. Particularly when a consolidated bankruptcy is involved, the… Continue reading CONFLICTING INTERESTS IN CURACAO INSOLVENCY LAW (part 7)
CONFLICTING INTERESTS IN CURACAO INSOLVENCY LAW (part 6)
Conflicting interests of different bankruptcy estates The management of different but associated bankruptcy estates can be entrusted to one and the same person who therefore is appointed several times as receiver. In this connection group relationships come to mind. It is true that in connection with different estates with one and the same person as… Continue reading CONFLICTING INTERESTS IN CURACAO INSOLVENCY LAW (part 6)
CONFLICTING INTERESTS IN CURACAO INSOLVENCY LAW (part 5)
Different types of interests A receiver cannot escape the weighing of interests. Such a weighing should be verifiable. The line of thought followed by the receiver should be clear. Particularly because, apart from his liability and remuneration, these being of a different order, he has no self-interest in the winding-up of the bankrupt estate, the… Continue reading CONFLICTING INTERESTS IN CURACAO INSOLVENCY LAW (part 5)
CONFLICTING INTERESTS IN CURACAO INSOLVENCY LAW (part 4)
The receiver and personal interests The duties of the receiver are to represent the interests of others. When his personal interests are affected he must observe extreme restraint and openness. If there is a conflict of interest or if a semblance of it has been created, he ought to withdraw as the receiver. The receiver… Continue reading CONFLICTING INTERESTS IN CURACAO INSOLVENCY LAW (part 4)
CONFLICTING INTERESTS IN CURACAO INSOLVENCY LAW (part 3)
Conflicting interests of the receiver/advocate and his law firm A receiver must be able to take decisions freely and be able to weigh the interests involved in a bankruptcy against each other in an objective and unbiased manner. Before accepting an appointment as receiver, the respective person must make certain that he is free to… Continue reading CONFLICTING INTERESTS IN CURACAO INSOLVENCY LAW (part 3)
CONFLICTING INTERESTS IN CURACAO INSOLVENCY LAW (part 2)
The liability of the receiver The special characteristics of the duty of a receiver bring with them that his liability, if any, must be assessed against a standard of due care which has been tuned to this. This standard boils down to the fact that a receiver ought to act as can reasonably be required… Continue reading CONFLICTING INTERESTS IN CURACAO INSOLVENCY LAW (part 2)
CONFLICTING INTERESTS IN CURACAO INSOLVENCY LAW (part 1)
The receiver is sometimes described as an octopus The receiver (trustee in bankruptcy) as an octopus: this means that in connection with each appointment he is in a way thrown in at the deep end because he has to make himself familiar with the relevant issues in a very short period and because of the… Continue reading CONFLICTING INTERESTS IN CURACAO INSOLVENCY LAW (part 1)