Corporate Law
Business Entities, Restructuring, Acquisitions, Corporate Governance and Corporate Litigation are important subjects in Corporate Law.
Business Organisations and Legal Entities
The legal structure of a business venture or group of companies always serves a specific purpose. VanEps Kunneman VanDoorne is experienced in designing tailor-made solutions. Our many years of experience in advising on company formations, restructuring and company liquidation, ideally positions us to offer our clients the clarity they require.
The majority of companies in the Netherlands Antilles and Aruba conduct business at an international level. VanEps Kunneman VanDoorne clearly has the experience, know-how and skills to satisfy the high level of requirements this demands.
Acquisitions
a. International
Offshore companies in the Netherlands Antilles and Aruba are regularly involved in international acquisitions. VanEps Kunneman VanDoorne regularly assists in such acquisitions.
This often entails close cooperation with law firms in jurisdictions where the acquisition procedures take place. The role of VanEps Kunneman VanDoorne includes providing the principals with information on the laws and regulations in the Netherlands Antilles and Aruba and advising on and drafting of the required contract documentation.
b. Local
VanEps Kunneman VanDoorne advises clients on the acquisition of companies which are domiciled in the Netherlands Antilles or Aruba, and which conduct business there. During the acquisition process VanEps Kunneman VanDoorne functions as the client’s sparring partner and ‘active lawyer’. Together with the client we draft and implement an effective strategy to conclude a successful acquisition. In practice this ranges from drafting letters of intent and takeover contracts, to final negotiations on the terms of the takeover.
A due diligence investigation is an important part of a takeover. When the client is the buyer, we collect information on the company to be acquired, enabling the client to arrive at an informed opinion of the legal status and the risks of his (intended) purchase.
When our client is the seller, it is important to organize the due diligence investigation in such a way that it interferes as little as possible with normal business operation. We also ensure that the seller discloses that information essential for the transaction.
Transactions:
- Assisting purchaser in the USD 237 million acquisition of the Marriott Hotel on Aruba;
- Assisting purchaser in the USD 230 million acquisition of the Aruba Wyndham Hotel;
- Assisting Digicel in the take-over of Curacao Telecom, the largest private mobile telephone provider on Curacao;
- Sale and subsequent transition to independent operation of a branch of a major Dutch insurer;
- Sale of Curacao branches of ABN AMRO Bank and ABN AMRO Trust;
- Purchase of an Aruban and Antillean construction company by a Dutch building conglomerate.
c. Controlled auction process
VanEps Kunneman VanDoorne advises sellers as well as potential buyers in the sale process of companies that are organized in controlled auctions.
d. Privatisation
The privatisation of public companies demands specific knowledge. Not only Company Law and Civil Law, but also Administrative Law plays a role. Privatisation is often politically sensitive and requires the necessary diplomacy and tact. Such challenges are in good hands at VanEps Kunneman VanDoorne.
VanEps Kunneman VanDoorne was i.a. involved in the privatisation of the airport on Curacao.
Corporate Governance
Following the introduction of the new Book 2 of the Civil Code of the Netherlands Antilles (law regarding legal entities) and the stricter liabilities for company directors, officers and supervisors, interest in good corporate governance has strongly increased in the Netherlands Antilles. VanEps Kunneman VanDoorne is the leading firm in the area of Corporate Governance. The firm advises management boards and supervisory bodies of most of the large companies and institutions in the Netherlands Antilles and Aruba.
Corporate litigation
VanEps Kunneman VanDoorne is specialized in Corporate Litigation. Disputes between shareholders, prejudiced rights of minority shareholders, competence disputes between managing board and shareholders are just examples of the sources of corporate ligitation, conducted in the Netherlands Antilles and Aruba courts.
VanEps Kunneman VanDoorne was i.a. involved in:
- Litigation between Mexican Shareholders in Netherlands Antilles investment companies;
- Representing Netherlands Antilles bank holding company in shareholders conflict re intended redomiciliation;
- Representing client-company in conflict with fiduciary trust director;
- Acting in various conflicts between the two 50% shareholders.
Contacts:
Randolph van Eps
E-mail: eps@ekvandoorne.com
Telephone: +599 9 461 3400 extension 223
Frank B.M. Kunneman
E-mail: kunneman@ekvandoorne.com
Telephone: +599 9 461 3400 extension 254
Michiel R.B. Gorsira
E-mail: gorsira@ekvandoorne.com
Telephone: +599 9 461 3400 extension 222
Focco Lunsingh Scheurleer
E-mail: lunsingh@ekvandoorne.com
Telephone: +599 9 461 3400 extension 160
Aike A. Krips
E-mail: krips@ekvandoorne.com
Telephone: +599 9 461 3400 extension 291
Kimberley de l’Isle
E-mail: delisle@ekvandoorne.com
Telephone: +599 9 461 3400 extension 172
Mayesi R. Hammoud
E-mail: hammoud@ekvandoorne.com
Telephone: +599 9 461 3400 extension 271
Dave E. Liqui-Lung
E-mail: liquilung@ekvandoorne.com
Telephone: +599 9 461 3400 extension 276
Dinesh D. Sewnandan Mishre
E-mail: mishre@ekvandoorne.com
Telephone: +599 9 461 3400 extension 220
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