GRANTING DISCHARGE TO MANAGING DIRECTORS
Discharge is not bankruptcy proof
The Civil Codes of Curaçao, Sint Maarten and Bonaire do not contain provisions specifically dealing with discharging managing directors from liability. Neither is there conclusive Dutch Caribbean case law available yet.
Managing directors of a limited liability company (NV or BV) can be discharged from their liability towards the company. Managers can be discharged of liability by an express shareholders’ resolution, however the articles of many companies contain a provision stating that approval of the annual accounts by the shareholders’ meeting discharges the managing director from his/her liability towards the company with regards to the …
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STATE-OWNED ENTERPRISES LACK OF INDEPENDENT SUPERVISION
Independent supervision should be mandatory for government-owned entities
It has been my opinion for many years already that government-owned companies should be kept out of the political sphere as much as possible, so that they may benefit from a commercial, businesslike and market-oriented management. In doing so they also run less of a risk of being milked or used as political toys.
Recently, I commented on the model articles of association (statuten) drawn up for government companies by order of the country Curacao. They grant the shareholders meeting (i.e. the government) and the board of supervisory directors of the companies in …
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GOVERNMENT OWNED ENTITIES IN CURACAO
Concerns about additional authorities Ministers
Attorney Karel Frielink is concerned about the additional authorities which cabinet-members have appropriated over government NV’s.
According to Frielink, who is also President of the Bar Association, these extra authorities increase the chance of ‘political influencing, favoritism and other forms of abuse’ within government institutions.
In an opinion paper, published in the Antilliaans Dagblad, Frielink comments on the model articles of association (statuten) recently drawn up for government companies by order of the country Curacao. According to the government’s explanatory notes, the new model articles of association particularly dwell on the exceptional position of government NV’s …
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THE DISMANTLING OF THE NETHERLANDS ANTILLES
The Country known as the Netherlands Antilles will disappear as of 10-10-10
The country, the Netherlands Antilles, consists of Bonaire, Curacao, St. Maarten, St. Eustatius and Saba, and forms part of the Kingdom of the Netherlands. On 10 October 2010 the Netherlands Antilles will no longer exist. Two new countries will be born on that date: the country Curacao and the country St. Maarten. Both new countries will be part of the Kingdom of the Netherlands; however, they will each have their own government and legislature. The island of Aruba gained similar autonomy in 1986.
The legislation currently in place …
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LECTURE ON GOOD CORPORATE GOVERNANCE
BZSE law office on Sint Maarten celebrates merger
On October 2, 2009 BZSE law firm (BergmanZwanikkenSnowEssed) celebrated the merger of Bergman and ZwanikkenSnowEssed law offices and the official opening of their new offices in Belair (St. Maarten) with a lecture on good corporate governance. I was the keynote speaker and delivered my presentation in the Dutch language (click here for the presentation or click here for The Daily Herald’s coverage of the event).
I argued that government-companies should be left out of the political sphere as much as possible, so they can …
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THE DISMANTLING OF THE NETHERLANDS ANTILLES
Info Bulletin Dismantling available
The country The Netherlands Antilles (‘het Land de Nederlandse Antillen’) will cease to exist, presumably in 2010. Like Aruba, although slightly different, Curacao and St. Maarten will receive the status of autonomous country within the Kingdom of the Netherlands in accordance with referendums held on both islands. Bonaire, St. Eustatius and Saba will each receive the status of Dutch municipality (a.k.a. Kingdom Island).
The Ministry of Constitutional and Interior Affairs has published a number of info bulletins on the dismantling of the Netherlands Antilles: