One of my previous posts addressed various legal implications of the corona crisis. The corona crisis, and the various directives issued by different authorities in countries grappling with the pandemic, such as lock-down measures, have raised many legal questions. Some of the key issues are now being addressed in legal proceedings, including in the Dutch Caribbean jurisdiction. For instance, several [...]

On July 16, 2020 the European Court of Justice (ECJ) delivered an important decision on data protection, ruling on the validity of standard contractual clauses. These clauses are widely used legal instruments for transferring personal data outside the EU. The ECJ held that such clauses are valid, but that data protection authorities in the EU can prohibit or suspend transfers [...]

The measures aimed against the further spread of the current coronavirus (COVID-19) have far-reaching consequences. For society and for the economy. Many have questions about the consequences of these measures and how they can best deal with them. The primary concerns are - understandably - often related to employment law aspects such as use of vacation days, reduction of working [...]

Under Dutch Caribbean law, both existing and future receivables can be pledged either by a disclosed right of pledge (which requires notifying the debtor of the pledged claim); or an undisclosed right of pledge. Due to a statutory limitation, an undisclosed right of pledge on future receivables can only be validly created insofar as the pledgor will acquire these receivables [...]

In M&A transactions, parties often agree to deposit a part of the purchase price with a third party, the escrow agent, for a certain period of time in order to offer the purchaser security for any future claims under the guarantees and/or indemnities provided by the seller. To this end, the parties sign an escrow agreement which stipulates under what [...]

A representative can legally bind the principal unless the representative has exceeded the limits of his representative authority. However, a counter party may justifiably rely on authority of the representative when this reliance is caused by a statement, act or omission of the principal. According to consistent case-law, from the Supreme Court, the appearance of authority to represent can also [...]

Prior to a transaction, a potential buyer nearly always engages a law firm to assist with performing a due diligence investigation into the target company. The purpose of such due diligence investigation is to identify the (possible) risks and give certain recommendations in connection with these risks. In Dutch Caribbean case law it has been established that a due diligence [...]

Pursuant to the Curaçao Corporate Code the Enterprise Chamber of the Joint Court of Justice may, at the request of an interested party such as a shareholder, order an inquiry (investigation proceedings) into the policy and affairs of a corporation. Such an order will be given if the Enterprise Chamber finds that there are, prima facie, justified reasons to question [...]

Whether a bank may validly close an account of a client, even on the basis of a contractually agreed termination provision, is often not straightforward and depends on the type of client (a consumer or a company), the availability of alternatives for the client (e.g. an account with another bank) and the reason for termination (e.g. fraudulent activity). Recent Dutch [...]

In the Dutch Caribbean, bank guarantees are common financing arrangements and are used to obtain security for the underlying legal relationship. The parties to a bank guarantee are the principal, the beneficiary, and the bank. A particular type of bank guarantee is the so-called abstract (or independent) bank guarantee. If a payment obligation of the bank has been made independent [...]

A decision annulled by the administrative court is, according to established case law, unlawful from the moment it is taken. This is no different in a case where the permit has already been granted by operation of law after the expiry of the decision period. This was recently confirmed by the Supreme Court, in a case where an administrative body [...]

In a recent Aruban case before the Supreme Court the central question was whether an accountancy firm (a "Big Four" firm) had acted unlawfully when conducting an investigation into the conduct of the then general director of an Aruban foundation. The former general director sought a declaratory judgement and to that extent had argued (i) that the investigation carried out [...]