In a previous post, of April 7, 2017 it was explained that under Dutch Caribbean law a director of a legal entity may only be held liable under strict circumstances. The law allows directors a certain amount of discretion in fulfilling their responsibilities as a director. Only in the case of, for example, improper performance of one’s duties or bankruptcy [...]

In a previous post, of December 15, 2016, I discussed the inquiry procedure in Curaçao that was initiated for several government owned companies. The inquiry (investigation proceedings) was ordered by the Dutch Caribbean Joint Court of Justice since it found that there were, prima facie, justified reasons to question the correctness of the company’s policy, including amongst others violation of [...]

Under Dutch Caribbean law, bankruptcy can be applied for either by the debtor himself or, as is more often the case, by one or more creditors. The petition for bankruptcy must include facts and circumstances which constitute prima facie evidence that the debtor has ceased to pay his debts. In legal literature, there has been discussion regarding the question of [...]

If a managing director acts in a manner that may later turn out to be detrimental to the company, this does not automatically lead to personal liability. Taking calculated risks is, after all, part of running a business and being an entrepreneur, so the law allows managing directors a certain amount of discretion in fulfilling their responsibilities as a managing [...]

Recently the Supreme Court has made an important judgment relating to claims for damages by a lessor of commercial real estate resulting from defaulted lease contracts, which are guaranteed by a bank. Commercial real estate contracts have a typical duration of 5 years or longer. The chance that lessees may go bankrupt during such long lease periods is therefore a [...]

Curaçao has taken another legislative initiative to strengthen the conditions for a solid business environment. The Book 2 (dealing with legal entities) of the Curaçao Civil Code was amended and now provides for the possibility of the Curaçao Chamber of Commerce and Industry to dissolve a legal entity, in the event one or more of the following circumstances have occurred: [...]

A prepackaged bankruptcy is a bankruptcy case that begins with the filing of a plan of reorganization that has already been accepted by creditors (or as to which solicitation of acceptances is already underway as of the date of the initiation of the bankruptcy case). The bankruptcy case is the means of implementing the accepted plan. In Curaçao, the first [...]

Corporate governance is the system of rules and practices by which a company is directed and controlled. These days, it is not enough for a company to merely be profitable; it also needs to demonstrate good corporate citizenship through environmental awareness, ethical behavior and sound corporate governance practices. To this extent corporate governance codes were introduced. Following these rules and [...]

The Supreme Court has ruled in a recent case, that a bankruptcy trustee who willfully ignores the rules for the collection of claims secured by an undisclosed right of pledge, may be personally liable vis-à-vis the pledge holder. In the case at hand, a shipyard company had given its bank an undisclosed right of pledge on all of the company’s [...]

The Dutch Caribbean Securities Exchange (DCSX) is a securities exchange for the listing and trading in both local and international securities. The DCSX is supervised by the Central Bank of Curaçao and Sint Maarten, safeguarding a well functioning supervisory environment. It facilitates local and international companies, funds and other financing structures, providing a high quality alternative to the regional exchanges [...]

Under Dutch Caribbean law a bank, due to its function in society and its position as professional service provider with specific areas of expertise, has a duty of care not only to its clients but also, under certain circumstances, towards third parties. In the past, the Supreme Court has ruled that when a bank becomes aware of possible criminal activities [...]

The government of Curaçao is committed to further developing its jurisdiction as an attractive and friendly business environment, offering a gateway from Europe towards the Latin American and Caribbean markets and vice versa. In this respect several legislative initiatives were launched, including the creation a Fair Trade Authority (FTA). The FTA, which is expected to be established later this year, [...]