GOOD CORPORATE GOVERNANCE REVISITED
Where these rules not designed to protect companies from the government?
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.
When the current government of Curacao came into power a couple of months ago, it made it very clear, right from the beginning, that it intended to dismiss all and any supervisory directors of both …
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PROPOSED REVIEW DUTCH CARIBBEAN LEGISLATION ON CONFLICTING INTEREST
The proposed bill gives shareholders more freedom
Earlier in 2010, a draft bill was proposed to amend the Corporate Code (Book 2 Civil Code) of Curacao, St. Maarten, Bonaire, St. Eustatius and Saba (which formerly constituted the Netherlands Antilles). Among other things, the provisions with regard to conflicting interest have been thoroughly reviewed and strongly curtailed.
The basic rule provides that the authority with regard to certain legal acts involving the legal entity and its Managing Director (e.g., agreements between the legal entity and its director) as well as lawsuits between a legal entity and its Managing Director rests with …
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PRESENTING FACTS IN DUTCH CARIBBEAN COURT PROCEEDINGS
Facts must be presented fully and truthfully
Legal proceedings are initiated by a petition filed with the Courts. A petition is a document stating, among other things, the names and addresses of the parties, the nature of the dispute (including the relevant facts of the case), the competent court, and the demand for relief.
The significance of the petition should not be underestimated. Filing a petition with the court stops the statute of limitations running for that case. A petition should clearly state the facts and specify the relief sought, in order to enable the court to render a default …
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CELEBRATING THE 5TH ANNIVERSARY OF THIS WEBLOG
A cartoon has been drawn by Mike Flanagan for the 5th anniversary of the launch of Karel’s Legal Blog
June 1st, 2010 marks the 5th anniversary of my legal blog. This is an important milestone for me. Back in May 2005 I only had a rough idea about blogging and what it would take to create a successful legal blog a.k.a. blawg. Now, five years and some 350,000 page views later, I know that despite …
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SUPERVISION OF TRUST COMPANIES IN THE DUTCH CARIBBEAN
Trust companies render management services
The supervision of trust companies is dealt with in the National Ordinance on the Supervision of Trust Service Providers 2003 (‘Landsverordening toezicht trustwezen’, the ‘NOST’). Supervision of trust companies (a.k.a. fiduciary or company service providers) falls in the category integrity supervision and not in the category prudential supervision. The supervisor is the Central Bank of the Netherlands Antilles. The ordinance prohibits anyone from rendering fiduciary or trust services without a license.
According to Art. 10 of the NOST, trust services means: (a) establishing an international company or causing it to be established when such is …
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LAW FIRM MARKETING AND THE INTERNET
Blog posts reinforce your expertise and reputation
I found this article on CNN’s website: ‘How can small companies make money from social media?’, and it made me start thinking about whether social media is a business for law firms.
I joined LinkedIn and SunZu (f.k.a. Ecademy) back in 2004. I was among the 1st million members of LinkedIn: member number 952,524 in fact!
I now have profiles on Xing, Facebook, Eleqt (f.k.a. Elysiants), Legal360.nl, Martindale-Hubbell Connected and several other sites too. Joining …
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LECTURE ON GOOD CORPORATE GOVERNANCE IN CURACAO
Corporate Governance Adviser must be a strong and independent watchdog over the executive also
On April 13, 2010 a seminar on Good Corporate Governance with respect to Curacao-owned enterprises and foundations was held in Curacao, and organized by Certa Legal. I was one of the keynote speakers and delivered my presentation in the Dutch language (click here for the presentation or click here for the coverage of the event by the Antilliaans Dagblad).
I argued that government-owned companies should be left out of the political sphere as much as possible, so they can benefit …
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PIERCING THE CORPORATE VEIL IN ARUBA
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. There is therefore a legal separation between the assets and liabilities of the company and those of the shareholder.
Piercing the corporate veil in its purest form means making a shareholder responsible for the actions of the company. In essence this means ignoring the separate legal identity of the company. …
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PLC CROSS BORDER LAW FIRM RECOMMENDATIONS 2010
Netherlands Antilles
According to PLC Cross Border (Which lawyer?), Spigthoff Attorneys & Tax Advisers is one of two firms dominating the Netherlands Antilles market for international work, both on- and offshore.
Spigthoff ranks high in corporate / M&A and dispute resolution.
Martijn Welten, who specializes in corporate law, mergers & acquisitions and corporate litigation, is (highly) recommended in the areas of dispute resolution and corporate/M&A.
Karel Frielink is considered a leading professional in the area of high net-worth private clients. Karel is highly recommended in the areas of corporate and M&A, …
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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 MANAGEMENT OF A DUTCH ANTILLES FOUNDATION
Management must act in the best interests of the foundation
The members of the management board of a Netherlands Antilles foundation have collective powers and responsibilities. The management board shall be in charge of the management of the foundation.
Although not explicitly provided for in Book 2 of the Netherlands Antilles Civil Code, it is considered a general rule of corporate law that the management board must act in the best interests of the foundation in the performance of its duties, even when acting upon instructions from others (e.g. a supervisory or advisory body).
The minimum standard of care is …
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CROSS-BORDER CONVERSIONS AND MERGERS IN THE DUTCH ANTILLES
No outbound mergers allowed
According to the laws of the Netherlands Antilles, a limited liability company (NV or BV) may convert to a foreign legal entity provided that under the laws governing such a foreign legal entity the consequence of such conversion shall be the continued existence of the company as a legal entity – in its new legal form. The Netherlands Antilles Corporate Code also allows a foreign legal entity to convert to a Netherlands Antilles legal entity.
The Netherlands Antilles corporate Code does not permit a merger of a Netherlands Antilles company, as the disappearing company, into a …
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