CESTUI VIE ACT 1666 : NETHERLANDS ANTILLES CORPORATION BANCRUPCY US COURT DOCUMENTS - NETHERLANDS ANTILLES CORPORATION which in turn is owned by three Panamanian corporations that issued "bearer" shares to unknown persons

CESTUI VIE ACT 1666 : NETHERLANDS ANTILLES CORPORATION BANCRUPCY US COURT DOCUMENTS 

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The CONTROLLING LAW on the subject is found in sections 1441 and 1442, as modified by the Convention and PROTOCOL between the UNITED STATES and the NETHERLANDS, the relevant portions of which are quoted above herein. Said statutes, Convention and Protocol are silent as to the type of documentation or proof, and the timing thereof, WHICH MUST BE SUPPLIED TO BY A TAXPAYER such as this petitioner, in order TO SECURE THE BENEFITS of exemption from withholding with regard to the payment of interest to a NETHERLANDS ANTILLES CORPORATION. Respondent's regulation, section 1.1441-6(c), which we have quoted above, in relevant part, does require the execution and filing with PETITIONER of Form 1001. We give every benefit of the doubt to respondent (as we should in testing the adequacy of petitioner's motion for summary judgment), and assume for present purposes that the above regulation is a valid interpretive regulation, issued under the authority of section 7805, the Convention and the Protocol,

Using a FRONT TO HIDE THE TRUE INVESTOR IS AN OLD TRADITION IN THIS COUNTRY. One of the BEST PLACES NOW TO HIDE REAL OWNERSHIP is the NETHERLANDS ANTILLES. Nixon's home on Key Biscayne has been bought with cash and bulldozed, and a new $1.2 home, also PAID FOR WITH CASH, has been erected in its place by "CLEMWOOD  N.V.", a NETHERLANDS ANTILLES CORPORATION. Ortega was given POWER OF ATTORNEY FOR CLEMWOOD, N.V. "The Congressional Committee's investigation indicates Ortega is a front for HERMAN BOTERO now waiting TRAIL ON CHARGES of LAUDERING 55 million dollars in drug profits. One of his investments may have been the old Nixon property."

Holding that defendant-appellant NEW YORK CORPORATIONS who held property on behalf of defendants FERDINAND and IMELDA MARCOS could NOT ASSERT FOREIGN SOVEREIGN IMMUNITY.

1. 40 Wall Street, a 71-story office building owned by Nyland (CF8) Ltd., a NETHERLANDS ANTILLES CORPORATION which in turn is OWNED BY THREE PANAMANIAN CORPORATIONS that issued "BEARER" SHARES TO UNKNOWN PERSONS.

P, a DOMESTIC UTILITY COMPANY, formed F as a Subsidiary CORPORATION in the NETHERLANDS ANTILLES. F's only activity was to borrow money by issuing Euronotes and then lend the proceeds to Pat an interest rate that was 1 percent greater than the rate on the Euronotes. Sec. 1441, I.R.C., generally requires a domestic taxpayer to withhold a 30-percent tax on interest paid to nonresident aliens. However, payments to NETHERLANDS ANTILLES CORPORATIONS were exempted from this TAX pursuant to treaty. R determined that F was a mere conduit or agent of P, that P should be treated as having paid interest directly to the Euronote holders, and that P is therefore liable for the withholding tax.

In Manrique, the SUPREME COURT of Florida upheld the enforcement of a forum selection clause mandating the NETHERLANDS as the proper forum for all disputes arising under the contract.

Fabbri, an Italian citizen living in Buenos Aires, established the Argoville Corporation in the NETHERLANDS ANTILLES, the principal asset of which is a single parcel of property in Dade County, Florida. He subsequently sold the company to Continentales, another NETHERLANDS ANTILLES CORPORATION. The sale was effectuated through several contracts, including a stockholder's settlement agreement and an option agreement. These agreements specifically contemplated the possibility of a future dispute. The stockholder's settlement agreement provided:

HOLDING CORRESPONDENT BANKING relationships not enough to support general jurisdiction over nonresident defendant under Florida long-arm statute

The facts that control the jurisdictional issue are not in dispute. Maduro Curiel's Bank is a Netherlands Antilles bank which acts as a correspondent bank for VARIOUS MIAMI BANKS. It received sale documents from Flagship Bank of Miami, along with a sight draft and an airway bill for goods sold by plaintiff. Prior to that, the president of Oriental Imports had gone to CURACAO in the NETHERLANDS ANTILLES and obtained an order from JOSE FAERMAN COMPANY, a NETHERLANDS ANTILLEN CORPORATION. Oriental Imports had then delivered certain sale documents (invoices, packing lists and a letter of authority) to Flagship Bank which forwarded them to defendant for delivery to the purchaser Jose Faerman Company upon receipt of payment for the goods. If the transaction had gone as planned, the customer would have made payment to MADURO CURIEL'S BANK, which would have notified its correspondent bank in Miami. The MIAMI bank would have then debited Maduro Curiel's account and credited the seller's account. Although some facts are disputed, it is clear that Jose Faerman Company eventually received possession of the goods, and that no payment was ever made to Orie

In Rev. Rul. 84-153, 1984-2 C.B. 383, the Commissioner took the position that a NETHERLANDS ANTILLES financing subsidiary was a mere conduit for interest payments to foreign bondholders even though the subsidiary was adequately capitalized. The facts in Rev. Rul. 84-153, supra, are essentially as follows: (1) P, a CORPORATION organized under the laws of the UNITED STATES, owned 100 percent of the STOCK of S, an ANTILLES CORPORATION; (2) to upgrade the production facilities of P's wholly owned domestic subsidiary, R, S SOLD BONDS to foreign persons in public offerings outside the United States on Sept. 1, 1984; (3) S lent the proceeds from the bond offerings to R at a rate of interest that was 1 percentage point higher than the rate payable by S on the bonds; (4) R made timely payments to S and S made timely payments to its bondholders; (5) S's excess revenue after expenses was retained by S; (6) neither P, R, nor S was thinly capitalized. The revenue ruling does not mention any debt-to-equity ratio, nor does it explain the meaning of "thinly capitalized". The revenue ruling concludes:

The NETHERLANDS ANTILLES frequently has been used as the country of incorporation of an offshore finance subsidiary. In addition to THE ANTILLES CORPORATION'S avoiding the requirement of withholding under the United States federal tax laws, a TAX TREATY between the NETHERLANDS and the United States eliminates the 30% United States withholding tax on United States Corporate interest received by an ANTILLES CORPORATION, provided the interest income is not "effectively connected" with a United States "permanent establishment." Income Tax Convention, Apr. 29, 1948, United States-NETHERLANDS, art. VIII(1), (2), reprinted in 2 Tax Treaties (CCH) ¶ 5812. The United States corporation thus can pay interest to an ANTILLES CORPORATION on money loaned to it by the ANTILLES CORPORATION without withholding any federal income taxes. Moreover, the ANTILLES government does NOT impose any withholding tax on interest paid by AN ANTILLES CORPORATION to its foreign bondholders, and does not impose an estate or inheritance tax on nonresidents with respect to the debt obligations of an

Second, even if the PCGG's determination could be deemed to be a public act by a sovereign nation, the act-of-state doctrine would not apply, at present, because there is an insufficient showing that the PCGG determination applies to the Seven Properties. The PCGG Resolution and Certification did not themselves list the properties beneficially owned by CAMPOS; instead, they relied upon a list of properties included within another document — Attachment A. (Defs. App. at 114-15 (Resolution); 139-40 (Certification).) Attachment A contained a list of several NETHERLANDS ANTILLES CORPORATIONS that held properties in the United States for the rightful ownership of CAMPOS. ( Id. at 105-06 (Campos Sworn Statement).) Five of the defendants in this suit are listed in Attachment A as NETHERLANDS ANTILLES CORPORATIONS owning property for Campos; another defendant, who is not listed, has a predecessor in interest on the list (collectively, "the listed defendants"). ( Id.)

Minion Corporation N.V. (a NETHERLANDS ANTILLES CORPORATION)

Oriel Tananta, a Peruvian seaman, injured his back in a slip and fall accident aboard the cruise ship Costa Marina, while the ship was in international waters off the coast of Argentina. Tananta is a waiter employed by Cruise Ships Catering and Service International, N.V. ["CSCS"], a NETHERLANDS ANTILLES CORPORATION: he executed his employment contract in Peru. Prestige Cruises, N.V., a NETHERLANDS ANTILLES CORPORATION, bare-boat chartered the ship, which is owned by Costa Crociere, an Italian corporation. None of the defendants have offices in Florida. However, Costa Cruise Lines, N.V., the marketing agent for Costa Crociere, is located in Florida.

Holding that a NETHERLANDS COURT satisfies the adequate alternative forum requirement

Although the M/V Getafix officially is owned by a NETHERLANDS ANTILLES CORPORATION, The NETHERLANDS CORPORATION which manages the vessel will be the entity to supply necessary testimony and documentation at trial. The uncontested finding of the district court is that "[t]he vessel is managed by a DUTCH CORPORATION which is responsible for the technical maintenance and manning of the vessel."

Under NETHERLANDS TAX LAW, if a DUTCH Corporation holds a substantial block of the stock of a NETHERLANDS ANTILLES CORPORATION, the DUTCH Corporation can receive dividends from the NETHERLANDS ANTILLES CORPORATION exempt from taxation in the Netherlands. Furthermore, a NETHERLANDS ANTILLES CORPORATION owned by a Netherlands holding company is subject to a maximum tax rate of 3 percent in the NETHERLANDS ANTILLES. The low rate of NETHERLANDS ANTILLES TAX, coupled with the Netherlands tax exemption for dividends received, result in high after tax earnings for a Netherlands holding company. Consequently, Group insisted that its share of earnings from the NETHERLANDS ANTILLES CORPORATION be declared and paid as dividends to Group's Netherlands parent corporation.

The controlling law on the subject is found in sections 1441 and 1442, as modified by the Convention and Protocol between the United States and the Netherlands, the relevant portions of which are quoted above herein. Said statutes, Convention and Protocol are silent as to the type of documentation or proof, and the timing thereof, which must be supplied to or by a taxpayer such as this petitioner, in order to secure the benefits of exemption from withholding with regard to the payment of interest to a NETHERLANDS ANTILLES CORPORATION. Respondent's regulation, section 1.1441-6(c), which we have quoted above, in relevant part, does require the execution and filing with PETITIONER of Form 1001. We give every benefit of the doubt to respondent (as we should in testing the adequacy of petitioner's motion for summary judgment), and assume for present purposes that the above regulation is a valid interpretive regulation, issued under the authority of section 7805, the Convention and the Protocol,

(1) 40 Wall Street, a 71-story office building owned by Nyland (CF8) Ltd., a NETHERLANDS ANTILLES CORPORATION which in turn is owned by three Panamanian corporations that issued "bearer" shares to unknown persons

On December 9, 2003 the M/V STELLAMARE lay at the port of Albany, New York for the purpose of loading a large, heavy generator for ocean carriage. The STELLAMARE flew the flag of the Netherlands and was registered in the NETHERLANDS ANTILLES. She was owned by defendant Jumbo Navigation, NV ("Jumbo"), a NETHERLANDS ANTILLES CORPORATION.

The remaining Defendants consist of the following parties. Prestige, a NETHERLANDS ANTILLES COMPANY, acted as the bareboat charterer of the vessel at certain times. (Order at 4 (citation omitted)). CSCS International, also a NETHERLANDS ANTILLES CORPORATION, was Plaintiff's employer. ( Id. (citation omitted)). Costa Cruise Lines, another subsidiary of the Costa group, is the sales and marketing agent for Costa Crociere's vessels that call in the United States. ( Id. (citations omitted)). Costa Cruise Lines is organized under the laws of the NETHERLANDS ANTILLES and does business in the United States. ( Id. (citation omitted)).

a NETHERLANDS ANTILLES CORPORATION; Hal Holding N.V., A NETHERLANDS ANTILLES CORPORATION; and HAL TRUST, a BERMUDA TRUST, Respondents. No. 46815-4-I. Court of Appeals of Washington, Division 1. November

WASHINGTON CORPORATION; OPT Holdings, Inc., a Washington corporation; OPT II, Inc., a Washington corporation; OPT III, Inc., a Washington corporation; OPT IV, Inc., a Washington corporation; OPT V, Inc

Defendant Jamal Radwan, a United States citizen, is the Chairman and Managing Director of defendant Saudi European Investment Corporation N.V. (" SEIC" ) (a NETHERLANDS ANTILLES CORPORATION), and the former Managing Director of defendant Alef Investment Corporation N.V. (" AIC" ) (a NETHERLANDS ANTILLES CORPORATION). SEIC was incorporated in 1979. Until 1984, SEIC's balance sheet showed a total capital base of $40,000,000, comprised of $20,000,000, which represented 20,000 issued and fully paid shares, and $20,000,000 in " convertible capital notes." The capital note holders-AIC, Dalia Products Corporation (" Dalia" ) (a PANAMANIAN CORPORATION), and NORTH SOUTH Finance Corporation (" North South" ) (a Panamanian Corporation)-were contractually obligated to pay a total of $20,000,000 into SEIC upon the call of SEIC's Managing Director. Twenty thousand authorized but unissued shares were reserved for the convertible capital note holders.

The Crown Building was purchased in September 1981 in the name of Lastura Corporation, N.V., a NETHERLANDS ANTILLES CORPORATION, now called the Canadian Land Company of America, N.V. JOSEPH BERNSTEIN served as director from 1982-84. Its shares were held by two Panamanian companies issuing bearer shares: Trade and Commodities, S.A. and Yewell Compagnia Immobiliera.

Cruise Ships Catering and Services International N.V. (hereafter "CSCS"), is also a NETHERLANDS ANTILLES CORPORATION that purports to have its principal place of business in CURACAO, NETHERLANDS ANTILLES. CSCS was responsible for hiring and placing each of the claimants aboard one of the ships. CSCS contracts with various independent contractors in Monaco with regard to the accounting and personnel related aspects of these vessels, and similarly contracts in large part with a Hollywood, Florida company — International Risk Services, Inc. (hereafter "IRSI") — to administer medical benefits and claims for its unlicensed crew member-employees.

In late 1965, ABC, which then owned all the McAvoy stock, sold 98.53% of it to 30 individuals (the "McAvoy investors") at an aggregate price of $6,800,000, paid by individual unsecured promissory notes in favor of ABC in the full amount of the purchase price for the individual's portion of the stock. The notes bore 10% annual interest, with the first interest payment due by December 31, 1965. Payments on principal were deferred until maturity of the notes in 1972. The investors were primarily clients of Kahan and/or Margolis. ABC assigned the notes to World Minerals, a NETHERLANDS ANTILLES CORPORATION. Before December 31, 1965, the investors paid a total of $475,000 interest to World Minerals, most of the investors borrowing funds for that purpose from Universal Decorating Leasing Company, whose counsel was Harry Margolis. Each investor deducted his payment of interest on his personal income tax returns for 1965, but the Commissioner disallowed the deductions. The Tax Court sustained the Commissioner.

In Hoffman, the court noted that the action did "not involve the policy or management of the corporation," id. at 426, and "only collaterally involve[d] the corporation."

The plaintiff Louis Hoffman, a resident of Baltimore, Maryland, and the defendant Allan N. Goberman, a resident of Lancaster, Pennsylvania, are the sole owners of the capital stock of the St. Maarten Isle Hotel Corporation N.V., which was organized under the laws of the NETHERLANDS ANTILLES. This action, founded on diversity of citizenship and jurisdictional amount, was brought in the District Court for the Eastern District of Pennsylvania, the judicial district in which the defendant resides. The complaint alleges, inter alia, the following facts:

Taxpayer's use of a NETHERLANDS ANTILLES subsidiary to borrow funds in the EUROPEAN MARKET was a financially-strategic measure. During the early 1980s, domestic interest rates hovered around twenty percent. To circumvent the high interest rates, United States companies turned to FOREIGN investors. By using a NETHERLANDS ANTILLES SUBSIDIARY to borrow funds in the EUROPEAN market, United States companies were able to obtain tax advantages not available through direct borrowing in that market. Section 1441 of the Internal Revenue Code generally requires a domestic taxpayer to withhold a thirty-percent tax on interest paid to nonresident aliens or foreign corporations. However, at the time the transactions in this case occurred, interest payments by a United States corporation to a NETHERLANDS ANTILLES CORPORATION were exempt from withholding tax pursuant to Article VIII of the United States-Netherlands Income Tax Convention ("the Treaty"

Noro-North was a corporation organized under the laws of the NETHERLANDS ANTILLES and maintaining its principal place of business there. All of its stock was owned by a holding company, Noro Sunbelt, N. V., another NETHERLANDS ANTILLES CORPORATION. Noro Sunbelt was not registered in the United States and all of its stock was foreign owned. Noro-North obtained a certificate of Authority to transact business from the Georgia Secretary of State in 1979, pursuant to OCGA § 14-2-310. The registered agent for service was a law firm.

Nevertheless, despite contacts to other maritime nations, this Court is convinced that the contacts to the United States by the location of the base of operations here are substantial. It is not misled by the "facade" of Panamanian vessels and NETHERLANDS ANTILLES CORPORATION. Hellenic Lines, Ltd. v. Rhoditis, 398 U.S. at 310, 90 S.Ct. at 1734. The Defendants operate as a whole throughout the world. This operation is possible because the PARENT CORPORATION, Jackson Marine, Inc., headquartered in Aransas Pass, Texas, controls Jackson Marine, S.A. and Jackson Marine Services, N.V. through stock ownership, interlocking directorates, and control of assets, see discussion part II, B. Looking at the "real nature of the operation," id. at 310, 90 S.Ct. at 1734, this Court is compelled to conclude that for the purposes of subject matter jurisdiction the Plaintiff was employed by an American corporation on an American ship which, for all practical purposes, was operated from a home office in Texas. In fairness, it does not believe that the United States courts can be of a "substantial . . difference of opinion" on this issue.

The tax plan developed by Margolis involved basically the payment of $600,000 by petitioners to World Minerals, N.V., a NETHERLANDS ANTILLES CORPORATION, for the purchase of 40,000 shares of common stock of Associated Care Enterprises (Care), a Delaware corporation operating in the health care field. Petitioners were to borrow the $600,000 from Alms, N.V., another NETHERLANDS ANTILLES CORPORATION, and to pay the first year's interest on the loan, $60,000, before the close of 1969.

In accord with Bankruptcy Court procedures, Treister submitted a matrix of creditors to the Bankruptcy Court. The matrix included the listing of "Oberon Investments, N.V., a NETHERLANDS ANTILLES CORPORATION, c/o Daniel Mones, Attorney, Heller Building, 4500 Biscayne Boulevard, Miami, Florida 33137," with a brief description of the case pending in the Florida state court. It is undisputed that the listed address was, and remains, Mones' proper business address. On June 9, 1983, the Bankruptcy Court mailed to all listed creditors a notice stating that September 16, 1983 would be the Bar Date for filing objections to discharge and complaints as to the discharge of any particular debt. The Bankruptcy Court's file contains a certificate of mailing prepared by the Bankruptcy Clerk.

In the first two points of error, appellants contend that the trial court erred in denying their "motion for directed verdict," in concluding that Taher negated all bases of jurisdiction, and in concluding that Taher was not subject to specific jurisdiction in Texas. Under these points, appellants assert that Taher was subject to specific jurisdiction because he had agents who acted in Texas in furtherance of the fraud and whose actions should be imputed to Taher. Appellants allege that SEIC, a NETHERLANDS ANTILLES CORPORATION whose principal asset was a bank in Paris, France; Jamal Radwan, SEIC's chairman; and Ronald F. Reilly, a former resident of Texas who was hired by SEIC in 1983 to work in Europe, were Taher's agents in the fraudulent offering of stock in SEIC.

Defendants have submitted affidavits attesting to the following additional facts in support of their motions. At the time of Decedent's death the Mister Andre was under a bareboat charter to Jackson Marine Services, N.V., a NETHERLANDS ANTILLES CORPORATION (a nonparty), which had in turn, executed a time charter for the year with Brown Root Offshore, N.V., a NETHERLANDS ANTILLES CORPORATION (also a nonparty). The derrick barge Atlas I was also under bareboat charter to Brown Root Offshore, N.V. The Mister John H. was under bareboat charter to Jackson Marine Services, N.V. Prior to the accident, Jackson S.A. assigned Decedent's employment contract to Jackson Marine Services, N.V. with his approval.

Defendant Schlumberger, Limited is a NETHERLANDS ANTILLES CORPORATION and Rochar Electronique was a French corporation. No party, however, contends that the law of France or the NETHERLANDS ANTILLES should be applied in this case.

The Debtor is a Georgia limited partnership. Consulare Corporation, N.V. and Medoff Corporation, N.V., both NETHERLANDS ANTILLES CORPORATION, are the general partners of the Debtor, and Medoff is currently the Debtor's only limited partner. The Debtor's only asset is an office building located in Cobb County, Georgia. To fully understand the dispute between the Coopers and the Debtor, it is necessary to review the dealings between the parties up to this point in time. The facts recited below are undisputed.

This case arises from the 1992 sale of P.P.I. Del Monte Fresh Produce B.V. (Del Monte) to Trumpet Vine Investments, N.V. (Trumpet Vine). Trumpet Vine is a NETHERLANDS ANTILLES CORPORATION organized by Mexican investors for the purpose of acquiring Del Monte. Trumpet Vine's bid was supported by financing from Nacional Financiera, S.N.C. (NAFINSA), a state-owned economic development bank in Mexico. After the takeover bid was announced, Trumpet Vine filed a declaratory judgment action against Union Capital Partners I, Inc. (UCP) seeking adjudication that UCP was not entitled to monetary damages or injunctive relief arising out of the Del Monte acquisition. UCP filed counterclaims alleging breach of fiduciary duty, fraud, conspiracy to commit fraud and breach of an implied contract. The district court determined that New York law governed each issue and, applying that law, granted summary judgment in favor of Trumpet Vine, dismissing all the counterclaims. This judgment disposed of the litigation. We affirm.

Plaintiff Bartolan, Inc., (Bartolan) a NETHERLANDS ANTILLES CORPORATION registered to do business in the State of Georgia, owns approximately 517 acres of farm land located in Lee County, Georgia. In 1983 Bartolan leased its farm at a fee of $54,000.00 annually to Leon Earl Bass who then sublet the property to Nidrah Peanut Grain, Inc., (Nidrah). The lease agreement was subsequently extended to cover the 1984 crop year and the 1985 crop year. An addendum to the lease and sublease agreements each year set the rental fee at $54,000.00 annually. The sublease agreement was personally guaranteed by the president of Nidrah, Plez Hardin and contains language which grants Bartolan a security interest in all crops growing or to be grown on its farm land. A Uniform Commercial Code Financing Statement pertaining to the 1983 lease agreement and subsequent addendum was executed by Nidrah and presented for filing to the Clerk of Superior Court in Lee County, Georgia.

The traditional view of forum selection clauses is that such clauses are void because they attempt to oust a court of its lawful authority to review a given case. See, e.g., Huntley v. Alejandre, 139 So.2d 911 (Fla. 3d DCA 1962). However, this view has been severely eroded as is evidenced by our recent decision in Manrique v. Fabbri, 493 So.2d 437 (Fla. 1986). Manrique addressed the issue of whether Florida courts should enforce forum selection clauses which designate a forum other than Florida for the resolution of the parties' disputes. Fabbri established a corporation in the NETHERLANDS ANTILLES whose principal asset was a parcel of real estate located in Dade County. Fabbri subsequently sold his corporation to another NETHERLANDS ANTILLES CORPORATION, Continentales. Fabbri sued Continentales in Dade County for breach of contract; Continentales moved to dismiss for lack of jurisdiction because the contract at issue contained a clause designating the NETHERLANDS ANTILLES as the forum for litigating any dispute arising between the parties. In finding the clause should be enforced, we rejected the theory that forum selection clauses… 

First, the place of the wrongful act factor does not weigh in favor of U.S. law because the alleged wrongful act occurred near the Canary Islands. Second, the law of the flag of the vessel, Allegra, is Liberian law; therefore, this factor does not weigh in favor of U.S. law. Next, the allegiance or domicile of the injured seaman is a significant factor.Symonette Shipyards, Ltd. V. Clark, 365 F.2d 464, 467 (5th Cir. 1966), cert. denied, 87 S.Ct. 1690 (1967). Because Rodriguez is a citizen of Peru, this factor does not favor U.S. law, it would favor Peruvian law. Further, the allegiance of the shipowner factor does not favor U.S. law because the vessel is owned by either an Italian or NETHERLANDS ANTILLES CORPORATION. Next, the fifth factor does not weigh in favor of U.S. law either; there is no evidence that Rodriguez entered into an employment contract in the United States. In fact, it does not appear that Rodriguez has even visited the United States.

California is the forum state for the lawsuit initiated by Bioquest. The Technology was initially developed here and is owned by the Regents. VivoRx and its parent Abraxis are California corporations with their principal places of business in California. MedClone, the company that VivoRx replaced as the sublicensee to exploit the Regents’ Technology, is also a California corporation. Bioquest, the other contracting party, is a NETHERLANDS ANTILLES CORPORATION with its principal place of business in CURACAO, NETHERLANDS ANTILLES; its sole shareholder is located in Switzerland; Bioquest has no Massachusetts office. Its former agent and general manager, Aberlyn, did maintain its principal place of business in Massachusetts and administered the 97 Agreement for a time from its offices there, but it has had no connection to the parties to this litigation or their dispute since April 1, 1999, nearly six years before Bioquest filed the lawsuit.

The basic mode of operation of the scheme was as follows. Vogt's illegally obtained money was deposited in various foreign bank accounts in the Grand Cayman Islands and the Netherlands Antilles. From those accounts it was withdrawn from time to time and funnelled through various trust accounts maintained by Levey's law firm and associated law firms and through several foreign and domestic corporations, some formed by Levey or at his direction, ultimately to be used by Vogt for a variety of investments, loans, and luxury purchases. Five corporations, either formed by or at Levey's direction, or sometime clients of his firm, were utilized: Real Tech International, Ltd., chartered in Grand Cayman, British West Indies; Chardon Company NV, chartered in CURACAO, NETHERLANDS ANTILLES; and Silver Realty Corporation, Continental Aero Marine, Inc., and Costalotta, Inc., all chartered in North Carolina, where Vogt maintained his residence and engaged in various ventures following his retirement from the Customs Service in 1979. Also participating in the scheme's functioning, whether or not as culpable principles, were Darryl Myers, a Grand Cayman… 

Affirming dismissal of Saudi Arabian investors' suit against NETHERLANDS ANTILLES CORPORATION over conduct of French bank owned by corporation, where all documents and witnesses were in France or Saudi Arabia and documents were in French and no plaintiffs were American

Judge McKenna properly concluded that the Gilbert public interest factors weigh strongly in favor of France as a forum. First, the interest in having local disputes settled locally weighs heavily against the United States as a forum. This case involves a dispute between a NETHERLANDS ANTILLES CORPORATION and Saudi Arabian shareholders over the conduct of a French bank. Thus, France has a far greater interest in this litigation than the United States. See Allstate, 994 F.2d at 1002.

If this Treaty were given the construction of "party" contended for by Engfar-Manfar, it would follow that unless the States were expressly granted the power to act in some way under the terms of the Treaty, they could not do so. Such an interpretation would lead to absurd conclusions. For instance, since Article XI of the Treaty (tax provision) does not expressly permit the States to impose taxes on NETHERLANDS CORPORATIONS, they would not be permitted to do so. Only the "Parties" would hold this power. Thus, more favorable tax treatment would be accorded to the NETHERLANDS ANTILLES CORPORATION than that granted to the State's own citizens and corporations. This Treaty does not have any such meaning and we would not be justified in so interpreting it.

This brings us to appellants' third line of defense, namely, that the purchaser was not an American but a NETHERLANDS ANTILLES CORPORATION.

World Financial Network National Bank (WFNNB), a national banking association, is a wholly owned subsidiary of petitioner. In 1989, WFNNB was organized (and today operates) as a credit card bank to issue credit cards to customers of petitioner's stores. Mast Industries (Far East), Ltd. (MFE), a Hong Kong corporation, also is a wholly owned subsidiary of petitioner. MFE is a controlled foreign corporation within the meaning of section 957 and, with respect to MFE, petitioner is a U.S. shareholder within the meaning of section 951(b). MFE (Netherlands Antilles) N.V. (MFE N.V.), a Netherlands Antilles corporation, is a wholly owned subsidiary of MFE. On January 28, 1993, MFE N.V. purchased eight certificates of deposit (CDs) from WFNNB in the total amount of $174.9 million (the MFE N.V. CDs). We must determine whether, as a result of those purchases, petitioner must include $174,127,665 in gross income under section 951(a)(1)(B) on account of the investment by MFE of its earnings in U.S. property.

On May 29, 1992, the United States of America, the court-appointed fiduciaries for the four corporate defendants, the District Attorney for New York County, and the Board of Governors of the Federal Reserve System filed a joint motion and a proposed Order for the appointment of a trustee to effect the sale or other disposition of all shares of stock in FAC or its assets, including First American Bankshares, Inc. ("FAB") and FAB's subsidiaries. FAC was wholly-owned by a NETHERLANDS CORPORATION named Credit and Commerce American Investments, B.V. ("CCAI"), which, in turn, was wholly-owned by Credit and Commerce American Holdings N.V. ("CCAH"), a NETHERLANDS ANTILLES CORPORATION. Because NETHERLANDS ANTILLES law required authorization of at least 75% of CCAH shareholders before the FAC shares could be transferred to a court-appointed trustee, see Transcript of Motion Hearing, June 16, 1992, at 20-21, the proposed Order and the joint motion for appointment of a trustee had been submitted to the CCAH shareholders for their review and approval prior to being filed with this Court. Over 79% of the CCAH shareholders voted in favor of submitting the proposed…

Plaintiffs, Abdulaziz Alfadda, Abdullah Abbar, Ahmed Zainy, and Abdulla Kanoo, Abdulaziz Kanoo and Yusif Bin Ahmed Kanoo (the latter three plaintiffs referred to as "the Kanoos"), all residents and nationals of Saudi Arabia or Bahrain, filed their complaint in September 1989 naming SEIC, a closely held NETHERLANDS ANTILLES CORPORATION; Saudi European Bank, S.A. and Alef Bank, S.A., both French banks; Alef Investment Corporation N.V., a NETHERLANDS ANTILLES CORPORATION; Jamal Radwan, chairman of SEIC, and Richard Fenn, former vice-chairman of SEIC, both United States citizens, as defendants.

This is a commercial dispute between fifteen minority shareholders and security holders in Image Sat, a NETHERLANDS ANTILLES CORPORATION whose principal place of business is in Israel, and ImageSat, its two largest shareholders, and about one dozen of its current and former directors and officers. Plaintiff minority shareholders and security holders allege that defendants engaged in various forms of corporate misconduct, and seek compensation for the diminution in value of their holdings. All the defendants but one have moved to dismiss this action under the doctrine of forum non conveniens. Their motion is granted, and the action is dismissed.

In 1987, defendant Smith Barney and Primerica merged, with Primerica acquiring all of the shares of Smith Barney. At the time of the merger, plaintiff Lama Holding Company owned approximately 24.9% of the shares of Smith Barney. Lama was at all times the largest single shareholder of Smith Barney. The stock purchased by Lama was designated "Rana Common Stock." Lama, incorporated under the laws of Delaware, was formed expressly to acquire and hold stock in Smith Barney for resale at a profit. Lama had purchased its interest in Smith Barney in 1982, for approximately $40 million, through a tritiered corporate structure. Lama was owned by two foreign entities, with 66.6% owned by Rana Investments Ltd., a British Virgin Islands corporation, and 33.3% owned by Rasha Investments, N.V., a NETHERLANDS ANTILLES CORPORATION. Rana owned 100% of Rasha, and both were part of a Middle Eastern investment group. The acquisition of Smith Barney stock by Lama was part of a complex structure created to take advantage of favorable United States tax treatment under the "General Utilities Doctrine," pursuant to which a domestic corporation could sell its assets under

Through the use of numerous nominees, BCCI owned a controlling interest in CCAH, which is a NETHERLANDS ANTILLES CORPORATION and a bank holding company within the meaning of the Bank Holding Company Act, 12 U.S.C. § 1841 et seq. CCAI, a wholly owned subsidiary of CCAH, is also a NETHERLANDS ANTILLES CORPORATION and a bank holding company. CCAH and CCAI were formed in 1978 to acquire control and ownership of Financial General Bankshares, a bank holding company that subsequently was renamed and became FAB, which was wholly owned by FAC.

CIT had letterhead stationary for most of the system entities including Alms, Minerals, Koningsplein, ABC and Entertainers, all of which had been printed in the NETHERLANDS ANTILLES. The law of the NETHERLANDS ANTILLES required that documents, including agreements and notes, to which an ANTILLES CORPORATION was a party, be on official paper embossed with the seal of the NETHERLANDS ANTILLES. Such official paper could be bought only from a government [53 TCM (CCH) 22] office in the ANTILLES. Frequently, in dealing with system entities, Valkenberg was instructed to back date a memorandum or letter and she would follow that instruction as directed.

Eres, a Belgian corporation, chartered the M/T Tabora, a vessel owned by Northern Fox, a NETHERLANDS ANTILLES CORPORATION to deliver a shipment of bitumen from CURACAO, NETHERLANDS ANTILLEN, to a predetermined place just outside Nigerian waters near the port of Lagos, Nigeria. In the fall of 2002 Eres and Northern Fox engaged in a dispute with Fidelity, a bank organized and located in Nigeria that held the bills of lading for the cargo (bitumen), over the failed delivery of the cargo. That dispute eventually led Fidelity to have the M/T Tabora arrested in the port of Baltimore, Maryland, on March 31, 2005, pursuant to a verified complaint, which included Eres and Northern Fox as defendants. The complaint sought $8,871,076 in damages.

Plaintiff Carl Ferrigno ("plaintiff"), a California resident, filed this action in the Santa Clara County Superior Court on June 12, 2009 alleging five claims for relief: (1) wrongful demotion in violation of public policy; (2) age discrimination (Cal. Gov't Code § 12940(h)); (3) retaliation and age-based harassment (Cal. Gov't Code § 12940(g)(j)); (4) breach of oral contract; and (5) unfair competition and false advertising (Cal. Bus. and Prof. Code §§ 17200 and 17500). Compl. at 10-15. Plaintiff named as defendants his employer Philips Electronics North America ("PENAC"), a parent company Koninklijke Philips Electronics ("KPE"), his supervisor Hein Rensma, and two additional management employees, Paul van der Sanden and Victoria Elwell. Compl. ¶ 1-6. Defendants Rensma and Van Der Sanden are citizens of the NETHERLANDS who reside in the NETHERLANDS and are employed by a non-party Philips subsidiary, Philips Electronics Nederland B.V. Defendant KPE is a NETHERLANDS CORPORATION with its principal place of business in the Netherlands.

Petitioners contend that the Award is not "entirely between U.S. citizens" because AOT is a corporation organized under the laws of the NETHERLANDS and its principal place of business is not in the United States. It is uncontroverted that AOT is a NETHERLANDS CORPORATION, but Respondents argue that its principal place of business is in the United States solely due to the presence and activities in Huntington Beach, California, of one individual, Mike Winget, who bears the title of Chairman and CEO of AOT. Petitioners, who are the parties invoking the Court's subject matter jurisdiction, have the burden to show that AOT's principal place of business is not in the United States. See 13F CHARLES ALAN WRIGHT, ET AL., FEDERAL PRACTICE AND PROCEDURE § 3625 (3d. ed. 2009) (stating that party attempting to establish diversity jurisdiction is not required specifically to prove state of its principal place of business, but only that its principal place of business is diverse from other party).

On June 8, 2010, Mertik Maxitrol GMBH Co. KG ("Mertik KG"), a German corporation, and Mertik Maxitrol, Inc. ("Mertik"), a Michigan corporation, filed this suit to recover damages for the allegedly unauthorized use of copyrights and trade dress in connection with the sale of gas flow control devices. Plaintiffs also seek an injunction prohibiting further infringement. The named defendants are Honeywell International, Inc. ("Honeywell" or "Honeywell USA") and two of its foreign subsidiaries, Honeywell Technologies Sarl, a Swiss corporation, and Honeywell B.V., a NETHERLANDS CORPORATION. Before the Court is Honeywell's motion to dismiss, filed on December 13, 2010 pursuant to Federal Rules of Civil Procedure 12(b)(1) and 12(b)(6). The matter has been fully briefed, and on February 4, 2011, the Court notified the parties that it was dispensing with oral argument pursuant to Eastern District of Michigan Local Rule 7.1(f)(2). For the reasons stated below, the Court denies Honeywell's motions to dismiss pursuant to the doctrine of forum non conveniens and for lack of subject matter jurisdiction. The Court grants in part Honeywell's motion to dismiss… 

(1) All claims on persons, corporations, partnerships, institutions and legal entities, which claims belong to natural persons or legal entities, residing in the KINGDOM OF THE NEDERLAND, as well as all claims of these mentioned persons on gold deposits, as far as these receivables and claims, outside the Kingdom in Europe, could be cashed, hypothecated in whatever manner, are now to be considered as owned by the State of the Netherlands represented by the ROYAL NETHERLANDS GOVERNMENT temporarily residing and FUNCTIONING IN LONDON * * *

Plaintiffs filed their complaint on November 14, 2002, alleging jurisdiction and venue pursuant to 20 U.S.C. § 241 and 10 U.S.C. § 2164 ( Docket No. 1). The plaintiffs are and/or were nonprofessional employees of the ANTILLES Consolidated School Systems of the ANTILES Consolidated School Systems of the Department of Defense Education Activity in San Juan, Puerto Rico. Suit was brought against the Department of Defense.

Verosol B.V., a NETHERLANDS CORPORATION, ("Verosol") and Verosol USA, a Pennsylvania corporation and Verosol's American subsidiary, ("Verosol USA") initiated this declaratory judgment action under 28 U.S.C. § 2201 (1988) against Hunter-Douglas, Inc. ("Hunter-Douglas"), a Delaware corporation, and Bloch Enterprises, Inc. ("Bloch"), a Virginia corporation, seeking a declaration that a License Agreement entered into between Verosol and Hunter-Douglas was terminated by Verosol according to the terms of the Agreement.

Federal Civil Rule 4(h), which governs service on a corporation, states in relevant part that “[u]nless federal law provides otherwise ... a domestic or FOREIGN CORPORATIONS ... must be served ... (2) at a place not within any judicial district of the United States, in any manner prescribed by Rule 4(f) for serving an individual, except personal delivery under (f)(2)(C)(i).” Thus, with the exception of personal delivery, Rule 4(h) incorporates Rule 4(f) and permits service in accordance with the HAGUE CONVENTION on the Service Abroad of Judicial and Extrajudicial Documents (“Hague Convention”). Rotorwing was served in the Netherlands, and the Netherlands is a party to the Hague Conven