Dutch Company Research Articles

Focus: A threat to democracy

FOCUS ❐ TRADE AGREEMENTS AND THE LABOUR MOVEMENT and undermine public services, social and environmental protection and trade union rights’. The agreements will contain clauses protecting investor ‘rights’. The idea is that businesses are to be compensated if governments legislate or regulate in a way that interferes with businesses’ profits (actual or anticipated). The investor-state dispute settlement (‘ISDS’) mechanism governing breaches of these clauses is – justifiably – one of the report’s major focuses. Disputes are to be adjudicated ‘in closed tribunals for which there is no appeal and arbitrators are free to determine compensation and allocation of costs’. The report goes on: ‘[t]he tribunal consists of 3 private-sector lawyers who also serve as corporate advocates – there are no conflict of interest rules and the jurisprudence is essentially arbitrary’. Taking these things together – the secret content of the agreements, the conferring of rights on businesses, the secret hearings, and the idea that business interests fetter government policy – the report argues that these agreements ‘lock in’ neoliberal policies politically and legally. It says: ‘[t]he regime is expressly designed to prevent a reversal of neoliberal policies and the corporate power it consolidates by threatening sanctions against countries whose governments attempt to re-erect these barriers or create new forms of social and/or ecological protection in response to the pressure of labour and social movements’. The authors illustrate this argument by looking at specific policy areas that have been damaged as a result of trade agreements, for example water and fishing rights in Canada and (troublingly ) the Slovakian government’s failure to regulate healthcare insurers. The report notes: ‘When the newly elected government of Slovakia in 2006 restricted the power of private health insurers to distribute or repatriate profits, several foreign health care providers sued for damage suing the NetherlandsSlovakia BIT. The Dutch company Achmea was eventually awarded USD 25 million in damages and costs, and succeeded in enforcing the order through the Luxembourg courts, which have blocked EUR 29 million of the government’s assets in its banks. The story doesn’t stop there. In February 2013, Achmea initiated proceedings against the government of Slovakia to block draft legislation which would establish a single public health insurance scheme. The law is still in draft form and envisages various options to accomplish this goal. Achmea’s claim for compensation for expropriation under a law which has not been adopted and under which it has therefore suffered no damages constitutes a preemptive strike to block future legislation’. Under the terms of free trade agreements governments lose their power to legislate in the interests of workers INTERNATIONAL union rights Page 12 Volume 21 Issue 3 2014 ‘T rade Deals that Threaten Democracy’ is a mildly-named new report from the International Union of Food, Agricultural, Hotel, Restaurant, Catering, Tobacco and Allied Workers Associations (‘IUF’). The report examines regional and bilateral agreements and explains their harmful effects not just on democracy but also on government policy, the rule of law, trade union rights and social and environmental protection. The brochure: ‘seeks to provide trade unionists with an overview of what is behind the negotiations on the EU-US and TransPacific trade and investment agreements and their likely impact. It explains why we need to organize to defeat these treaties, to roll back the layers of protection shielding transnational capital from democratic regulation and to begin putting in place a system of global rules which effectively enforces respect for human rights over the private claims of investors’. The report gives a troubling account of trade agreements, exposing the particular threats of two proposed mega-treaties – the US-EU Transatlantic Trade and Investment Partnership (TTIP) and the twelve-nation TransPacific Partnership Agreement (TTP) – and suggests why (and how) the trade union movement must defeat them. Only policymakers and transnational businesses have been let in on the contents of the TTIP and TTP negotiations. Indeed, the report notes that the tests are: ‘officially secret; [and] documents relating to the negotiations will be kept under government protection for decades’. But while the report therefore lacks specific source material its contents aren’t just speculative : the authors draw on the 3,200 currentlyexisting bilateral and regional trade and...

Social Housing Organisations in England and The Netherlands: Between the State, Market and Community

Social Housing Organisations in England and The Netherlands: Between the State, Market and Community

Las rivalidades hispano-neerlandesas en el Pacífico y la conquista de Australia: de Cornelis de Houtman a Abel Janszoon Tasman (1595-1651)

Early in the 17th century, the VOC —Verenigde Oostindische Compagnie— attempted to identify new places where commercial factories could be built as well as a new route to sail between New Guinea and the Pacific. A general introduction will describe the reasons of for these journeys, and the causes behind the expeditions. Specialised bibliography will be used, including reports, memorials as well as documents from the archives of the East India Dutch Company (VOC Archief) located in the National Archives in The Hague.

AkzoNobel rebrands Nourymix range of additive concentrates

Dutch company AkzoNobel has changed the names of its Nourymix® range of high-performance polymer additive concentrates. The new names for these products will be aligned with the company's Armoslip® and Armostat® brands.

Federal Tax Court Ruling on Relationship between Article 9(1) of the OECD Model Convention and National Income Adjustment Provision

A recent decision of the Federal Tax Court considered the tax treatment of payments made for services rendered by a Dutch company to its German affiliate. The authors analyse the case and its practical implications for taxpayers.

Industry Update: the Latest Developments in Therapeutic Delivery

The present industry update covers the period 16 October–15 November 2012, with information sourced from mainly company press releases, regulatory and patent agencies. This month saw Novo Nordsk’s long-acting insulin product (degludec) gain approval from the US FDA. There were mixed fortunes for companies in the clinical trial area with Antares, Lilly and Biogen all reporting positive late clinical stage trials but Clovis reporting disappointing results for its lipid-conjugated metastatic pancreatic cancer product, CO-101. On the merger and acquisitions front Immune and EpiCyte agreed to merge and Reddy’s indicated that it wishes to acquire the Dutch company OctoPlus. Alnylam announced that it had finally resolved all on-going litigation over its lipid nanoparticle technology for RNAi therapeutics by agreeing to pay US$30 million to Tekmira to secure rights to manufacture its own lipid nanoparticle-based products.

State Competition: the Belgian Case for Reform

In the wake of Jaap Winter's call for a fundamental review of Dutch company law, particularly regarding the rules for listed companies, the authors present the Belgian case and plead a fundamental rethinking of the Belgian Companies Code in view of both the domestic needs and the European standstill.

Rethinking Company Law, Fundamentally

The author responds to Bastiaan Assink's critical assessment of Winter's recent call for a fundamental re-evaluation of the main characteristics and principles underlying Dutch company law.

Sustainable desalination: Membrane distillation delivers greener clean water

Access to clean water is one of the most important challenges the world now faces. One of the most promising technologies to come, membrane distillation, offers purified water at a much lower energy cost. Enrique Mendez of Dutch company Aquaver describes the development of the world's first commercial membrane distillation system.

New Legislation Regarding the Deductibility of Interest on Acquisition Loans

This note outlines the implications of a new interest deduction limitation that was introduced in the Budget 2012, which targets situations where a Dutch company acquires shares in another Dutch company and subsequently a fiscal unity is formed between the two, potentially allowing the interest costs incurred by the former to be set off against the profits of the latter.

Dutch company develops bioluminescent light bulb

Dutch company develops bioluminescent light bulb

Shareholders' Duties to the Company and Fellow Shareholders

It is a principle of company law worldwide that shareholders may use their rights in their own interests. Their position differs from directors, who shall be guided by their fiduciary duties to the company. This paper does not deal with the investors’ duties to their beneficiaries. Instead, it explores if, and to what extent, shareholders owe duties to other parties, like the company or their fellow shareholders. It examines if there are exceptions to the so called autonomy principle which allows shareholders to act in their own interest. Although the paper focuses on Dutch law, the arguments put forward can be relevant in other jurisdictions as well. It is a principle of Dutch company law that all corporate constituencies shall act in accordance with the principles of reasonableness and fairness. This fairness principle may require shareholders to keep an eye on the interests of the company and of other corporate constituencies like minority shareholders. This paper juxtaposes the autonomy principle and the fairness principle and explores how they relate. Although the two normally go hand in hand, they may also clash at times. In order to solve a conflict between these two, Dutch law has not developed hard and fast (substantive) rules. It rather preferred a formal solution, a framework which is offered by the proportionality principle: shareholders may act in their own interest, provided, however, that they do not disproportionally harm the interests of the company and of other constituencies. On the basis of Dutch case law, this paper then develops three subrules of the proportionality principle that are helpful in resolving a conflict between the autonomy and fairness principle. This paper is a revision of a lecture, given at the conference on responsible shareholdership, organized by the Center for European Company Law at Leiden University on September 16, 2011.

Analysis of a clock synchronization protocol for wireless sensor networks

The Dutch company Chess develops a wireless sensor network (WSN) platform using an epidemic communication model. One of the greatest challenges in the design is to find suitable mechanisms for clock synchronization. In this paper, we study a proposed clock synchronization protocol for the Chess platform. First, we model the protocol as a network of timed automata and verify various instances using the Uppaal model checker. Next, we present a full parametric analysis of the protocol for the special case of cliques (networks with full connectivity), that is, we give constraints on the parameters that are both necessary and sufficient for correctness. These results have been checked using the proof assistant Isabelle. We report on the exhaustive analysis of the protocol for networks with four nodes, and we present a negative result for the special case of line topologies: for any instantiation of the parameters, the protocol will eventually fail if the network grows.

<em>Long Live the President! Portrait-Cloths from Africa</em>, Paul Faber

Reviewed by: Long Live the President! Portrait-Cloths from Africa Heather Marie Akou Faber, Paul. 2010. Long Live the President! Portrait-Cloths from Africa. Amsterdam: KIT Publishers. 96 pp. € 80;19.50 (paper). Long Live The President! Portrait-Cloths from Africa was created as a catalogue for the exhibit, Long Live the President!, which was on display from 1 April to 22 August, 2010, at the Tropenmuseum in Amsterdam, The Netherlands. The author, Paul Faber, is the senior curator of the museum’s ethnographic collection from Africa. The purposes of this exhibit were threefold: to build on a similar exhibit by Anne Spencer (In Praise of Heroes), which appeared at the Newark Museum in 1982; to highlight a topic important to many African cultures that is not widely known outside of Africa; and to celebrate one of the world’s best collections of printed cotton fabrics from Africa, augmented by loans from M. Bernard Collet (a private collector), and the Vlisco factory museum (a Dutch company with a long and distinguished history of producing “wax” prints for the African market). Most of the book is taken up by archival photographs and sixty highly detailed, full-color plates. This is just a sampling from the exhibit, which included more than one hundred fabrics and garments made of printed cotton cloth from all over Africa. These fabrics—which should be inspiring to anyone interested in the dress and/or politics of Africa—includes images of well-known and not-so-well- known figures, such as Kwame Nkrumah, Félix Houphouët-Boigny, Julius Nyerere, Mobuto Sese Seko, Nelson Mandela, Ellen Johnson-Sirleaf, and even Western figures, such as Pope John Paul II, Jacques Chirac, and Barack Obama. There are images of presidents’ wives and a tribute to the “King of Pop,” Michael Jackson. Almost all the fabrics were produced in Europe or Africa within the last fifty years. The dates and places of production— which sometimes differ from the place of usage—have been carefully documented; this adds a great deal of value for scholars and collectors. A comparison of images to the catalogue for In Praise of Heroes shows very little overlap; the breadth and quality of this collection is clearly outstanding. Archival photographs—such as an image of Mobutu wearing his own portrait cloth—are fascinating to see and have not been widely accessible until now. A full page of photographs showing the interior of the Utex factory in Kinshasa is valuable, not just because the factory is now Chinese-owned, but because obtaining photographs of textile factories while production is ongoing is so difficult. Unfortunately, the text of this catalogue is disappointing in comparison, especially since it contributes little to existing knowledge. In just seventeen pages, it covers the history of printed cloth, portraiture, and politics on the whole African continent. This is a vast subject, one that deserves much greater or in-depth attention. In fact, most of the text focuses on the production and distribution of commemorative cloth, while the wearers’ perspective is left to speculation. An example from In Praise of Heroes demonstrates what has been left out. Based on her own experience in Tanzania and on the research of her colleagues in other countries, Anne Spencer noted [End Page 107] how African consumers tend to treat commemorative cloth in different ways, depending on their level of respect for the person depicted. Fabrics showing a popular figure, such as Patrice Lumumba, might be carefully saved for decades, and even reproduced in other countries. Fabrics with unpopular figures, such as Mobutu or Bokassa, might be worn in a subversive way by sitting on the person’s face or cutting it in half on a garment. Although the Tropenmuseum’s exhibit included several garments, this aspect of garment design was barely considered. Long Live the President! does make an important observation about the shift from “big-man politics” to multiparty, democratic elections (and the role of cloth as a tool of education and propaganda), but there is not enough space to give these topics any kind of serious study. For the purposes of scholarship, it would have been better if this catalogue, and perhaps the exhibit, had focused...

Principles of Prevailing Dutch Company Law

Dutch company law is undergoing tumultuous times. Much is changing in the legislation. For example, a major revision of private limited company law is imminent. The courts are constantly presented with more and more difficult issues. Precisely in such times, there is a need for guiding ideas. The author went searching for them. In this paper, the author has relied on the American theory of pragmatism to help find a method to trace principles of law (Part I). The author then presents nine principles of Dutch company law (Part II). He finally enlists the aid of principles to solve a problem of present Dutch company law (Part III). Based on principles, the author wants to consider taking a fresh look at Dutch company law. While searching, he came to the conclusion that as a result of the increasing importance of ‘duties of care’, it is becoming less important who does and who does not belong to the company. To ensure that courts review the acts of corporate executives with restraint, he considers it important to make a distinction between standards of conduct and standards of liability. This paper is an adapted and updated version of the text of the oratio the author gave at Erasmus University Rotterdam on 19 December 2008.

The greening dutchman: Philips' process of green flagging to drive sustainable innovations

AbstractSustainability innovation research often focuses on the interrelation and the interaction of influencing factors and actors while neglecting the importance of firm internal initiatives. Based on a longitudinal case study of the Dutch company Royal Philips Electronics, we develop the concept of ‘green flagging’ as a groundbreaking corporate sustainability innovation strategy. This paper describes how Philips uses this approach in its Green Flagship Program (GFP). Philips' GFP is particularly interesting since it sets specific targets across all its business units, thus driving the integration of sustainability innovation into its core business. This study suggests that the impact of sustainability innovations can be improved by focusing on sustainability as an explicit goal as well as processes and projects instead of merely concentrating on content and structure. We discuss the possibilities and limitations of these findings for theory and research on sustainability innovation strategies. Copyright © 2010 John Wiley & Sons, Ltd and ERP Environment.

J&J TO BUY CRUCELL

PLAGUED BY RECALLS in its consumer medicines business and aiming to bolster sales, Johnson & Johnson is negotiating to acquire the biopharmaceuticals firm Crucell. J&J holds a 17.9% stake in the Dutch company and is offering $2.3 billion for the rest. The two companies have been partners since September 2009 when they began developing influenza and other vaccines. If the deal goes through, J&J will take a major step toward establishing a vaccine unit, a large hole in its otherwise diverse lineup of health care businesses. Vaccines have become a popular market, with global sales reaching $22 billion in 2009 and annual growth expected to continue at 9.7% over the next few years, predicts the research firm Kalorama Information. Crucell says it is a major supplier of vaccines to the developing world. According to the companies, Crucell’s discovery and manufacturing capabilities will create a strong platform for J&J in the vaccine market. Crucell, meanwhile, ...

Roman Tragedies , and: Coriolanus , and: Julius Caesar , and: Antony and Cleopatra (review)

Reviewed by: Roman Tragedies, and: Coriolanus, and: Julius Caesar, and: Antony and Cleopatra Sarah K. Scott Roman Tragedies Presented by Toneelgroep Amsterdam at the Barbican International Theatre Events 2009, London, England. November 20–22, 2010. Directed by Ivo van Hove. Translated by Tom Kleijn. Scenography and Lighting by Jan Versweyveld. Video by Tal Yarden. Music and Sound by Eric Sleichim. Costumes by Lies van Assche. Coriolanus Roeland Fernhout (Cominius), Renée Fokker (Tribune of the People), Fred Goessens (Menenius), Janni Goslinga (Virgilia), Marieke Heebink (First Senator), Fedja van Huêt (Coriolanus), Chico Kenzari (Aufidius), Chris Nietvelt (Anchorman), Frieda Pittoors (Volumnia), Alwin Pulinckx (Brutus), and Eelco Smits (Sicinius). Julius Caesar Roeland Fernhout (Brutus/Lucius), Renée Fokker (Cassius), Fred Goessens (Lepidus), Janni Goslinga (Calpurnia), Marieke Heebink (Casca), Chico Kenzari (Anchorman), Hans Kesting (Antony), Hugo Koolschijn (Julius Caesar), Hadewych Minis (Octavius Caesar), Eelco Smits (Decius), and Karina Smulders (Portia, Lucius). Antony and Cleopatra Roeland Fernhout (Thidias), Fred Goessens (Lepidus), Janni Goslinga (Diomedes), Marieke Heebink (Charmian), Fedja van Huêt (Agrippa), Chico Kenzari (Enobarbus), Hans Kesting (Antony), Hugo Koolschijn (Proculeius), Hadewych Minis (Octavius Caesar), Chris Nietvelt (Cleopatra), Frieda Pittoors (Iras), Alwin Pulinckx (Dolabella), Eelco Smits (Ventidius), and Karina Smulders (Octavia). Toneelgroep Amsterdam’s Roman Tragedies, part of the Barbican International Theatre Events (BITE) 2009 season, was a provocative, ambitious production conflating and reimagining Shakespeare’s Coriolanus, Julius Caesar, and Antony and Cleopatra to create a chronicle of emerging populist Roman rule which traced public and private forms of ambition and power. Premiering in Amsterdam in 2007 and staged a year later at [End Page 347] the 2008 Avignon Festival, the London staging of the play was the Dutch company’s Barbican debut and its first production in London after a ten-year absence. The smart set-design, modern-dress costuming, and brilliant music complimented superb ensemble acting and a carefully crafted script to produce a deftly layered, visually stimulating study that vitalized the historical past by depicting, somewhat chaotically, political clashes of the present. Running time was approximately five-and-a-half hours with brief scene changes of three to ten minutes in lieu of an intermission. Actors delivered dialogue in Dutch. Click for larger view View full resolution Chris Nietvelt as Cleopatra and Hans Kesting as Antony (above), with (from left to right) Eelco Smits as Ventidius, Chris Nietvelt as Cleopatra, Marieke Heebink as Charmian, Jacob Derwig as Thidias, Hans Kesting as Antony, Janni Goslinga as Diomedes, Frieda Pittoors as Iras, Alwin Pulinckx as Dolabella, Barry Atsma as Enobarbus, Fedja van Huêt as Agrippa, and Hadewych Minis as Octavius Caesar (below) in Toneelgroep Amsterdam’s production of Antony and Cleopatra, directed by Ivo van Hove. Photo courtesy of Jan Versweyveld. A sleek, visually impressive contemporary set design used the entire Barbican stage to create an open-plan modern conference center. The audience was invited to watch the action on the stage amongst barrel-shaded accent lights, mushroom-colored modular sofas and stuffed chairs, coffee tables, and office planters. Numerous plasma-screen televisions delivered live and recorded images. Additional common areas were located to the far sides of the set, including makeup and first aid stations, a Toneelgroep [End Page 348] Amsterdam information area, and a bar and café serving London Pride and Pad Thai, among other fare. A space was also dedicated to a computer that was connected to a red LED display that ran English surtitles underneath the screen above the proscenium. The audience was invited to type messages that were then transmitted to the display, which meant that a good amount of jocular commentary was delivered when the surtitles were not running. Such messages, often distracting and gratuitous, included the following: “Apparently all Dutch men are gorgeous. I’m moving to Amsterdam” and “Take off your shirt Aufidius.” Click for larger view View full resolution Fedja van Huêt as Coriolanus (above), with (from left to right) Marieke Heebink as First Senator, Renée Fokker as Tribune of the People, Barry Atsma as Aufidius, and Jacob Derwig as Cominius (below) in Toneelgroep Amsterdam’s production of Coriolanus, directed by Ivo van Hove. Photo courtesy of Jan Versweyveld. The production favored the use of technology and media over the presentation...

Modernizing of Dutch Company Law: Reform of the Law Applicable to the BV and a New Legal Framework for the One-Tier board within NVs and BVs

The author brings the ECL-reader up to date with the latest legislative developments in Dutch company law, including a new “light version” of the Dutch private company (BV) and the introduction of the one tier board structure as an option for both private and public companies (NVs).

IHC Lagersmit relocates to new production facility

After more than 150 years, Dutch company IHC Lagersmit BV has left behind the shipyard in Kinderdijk and is now serving its clients from a new high-tech production facility in Alblasserdam.