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33-580: Stichting The Rijnlands Lyceum Foundation ( Dutch : Stichting Het Rijnlands Lyceum ) is an educational foundation in the Netherlands encompassing nine different schools; three offering primary education and six offering secondary education . The Foundation, established in 1936, is based in Wassenaar , a suburb of The Hague . The sole member and chair of the Foundation's executive board

66-425: A ' poison pill ' style defence tactic in hostile takeover situations by Scott V Simpson, one of Europe's leading mergers and acquisitions lawyers. This however was not the use Dutch lawmakers had in mind when drawing the law. A stichting is a legal person created through a legal act. This act is usually a notarised deed, but can also be established by a Dutch will ('uiterste wilsbeschikking'), and must contain

99-534: A concept which was wholly foreign to Dutch society. Other omissions can be seen where a legal concept was either culturally inappropriate or inconsistent with existing Dutch legal principles. Second, modifications were made to codify prior existing Roman-Dutch law or give effect to Roman-Dutch legal standards. For example, with regard to conveyancing , the 1838 Code did away with the Napoleonic solo contractu (aka solo consensu ) doctrine and instead provided that

132-582: A large part of the Code is based on joint roots, and that the most important common background is Roman law. Over the next century the Code was amended many times. In 1947, the Dutch government tasked Eduard Meijers with completely revising the Code. The 1838 Code was thought ‘out of date’ and in need of modernisation. The driving force was technical recodification; it was argued that the Code should be updated to reflect recent developments of private law. Despite

165-655: A new code was enacted by Parliament. It was a mix of influences—mainly French and Roman-Dutch. This code was adopted as the Burgerlijk Wetboek of 1838. The 1838 Code entered into force on 1 October 1838. While it was substantially influenced by the Napoleonic Code , it did adopt some Roman-Dutch innovations. First, one might note differences in structure. Unlike the French model, the Dutch Code drew

198-510: A sales contract and delivery are separate legal acts, title to property must be valid, for delivery to be valid the contract must be valid, and all are required to transfer title. This codified the titulus - modus variant of the causal system of title transfer ( causale stelsel van eigendomsoverdracht ). However, it remained true that the 1838 Code did draw heavily from the Napoleonic Code, as Meijer concludes: The French Code Civil

231-421: A strict contrast between real rights (rights in rem ) and personal rights (rights in personam ). Property provisions were arranged around the principle of ownership. Many differences in content also prevailed. On certain subjects, French law was either amended or repealed. Meijer identifies many key alterations. First, many French statutory provisions were removed. Meijer points to the removal of civil death ,

264-557: A view towards uniformity. However, the Eighty Years War and the end of Spanish rule in the Netherlands interrupted such plans. Some two centuries later, another attempt was made in 1801 under the new Batavian Republic . In 1804, a written code was partially drafted but never enacted. On 24 May 1806 the Netherlands became a French client state, styled the Kingdom of Holland under Napoleon's brother, Louis Bonaparte . The King

297-474: Is Arjan Kastelein, who is accountable to the supervisory board chaired by Johan van der Werff. Previous chairs of the supervisory board include, Frans Weisglas , former Speaker of the House of Representatives of the Netherlands, and Hans Dijkstal , former Deputy Prime Minister of the Netherlands . The Foundation is responsible for financial administration, the maintenance of buildings and IT infrastructure, and

330-540: Is a foundation. Conversely, not every foundation qualifies. Stichtingen (Dutch plural form) are used as a type of poison pill (takeover defense mechanism) for publicly traded companies. In one case, the Dutch-incorporated pharmaceutical company Mylan established a stichting for the purpose of "safeguarding Mylan’s strategy, mission and independence" and gave the stichting the right to veto any proposed hostile takeover of Mylan. The stichting

363-668: Is accredited by the Board of Governors of the European Schools to offer the European Baccalaureate bilingual diploma as its secondary leaving qualification. It prioritises, for enrolment purposes, the children of European Union staff and other non-EU European institutions based nearby. The Eerste Nederlandse Montessorischool is a primary school offering a Montessori education . Stichting Its use has been pioneered successfully in recent years as

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396-476: Is also more nuanced, providing for degree and qualification where an ‘all or nothing’ approach may have prevailed under the prior Code. The Code also loosens the legal positivism of the French system in favour of granting courts wider discretion in adjudicating cases. This discretion permits ‘intermediate solutions’ (i.e. not slavishly statutory) to complex problems. Like most other foreign civil codes , rules of procedure and public law are codified separately from

429-632: Is also responsible for the foundation's administration. The law does not have a requirement for a specific number of members but speaks of 'members' in plural. It is possible to create two boards ( two-tier board structure ), one has the function of overviewing the executive day-by-day governing, the Governing Board ("Raad van Bestuur"), the other one has an overall control function, the Supervisory Board or Board of Trustees ("Raad van Toezicht" of "Raad van Commisarissen). Art. 2:289 of

462-433: Is more technical, systematic, and abstract than its predecessor. It is also more conceptual, providing many well-defined principles at differing levels of abstraction. Throughout, the Code lays out a strict pattern of general rules upon which are built detailed ones. For example, tortious liability is founded on a general concept of civil wrong . The concept will have differing applications in different circumstances. The Code

495-668: The Netherlands Antilles Private Foundation (Stichting Particulier Fonds). Burgerlijk Wetboek The Burgerlijk Wetboek (or BW) is the Civil Code of the Netherlands . Early versions were largely based on the Napoleonic Code . The Dutch Civil Code was substantively reformed in 1992. The Code deals with the rights of natural persons (Book 1), legal persons (Book 2), patrimony (Book 3) and succession (Book 4). It also sets out

528-784: The Rijnlands Lyceum Oegstgeest has an international department offering the International Baccalaureate Middle Years Programme (IB MYP) and International Baccalaureate Diploma Programme (IBDP). The International School of The Hague constitutes a primary and secondary school, offering the International Primary Curriculum, the MYP and the IB DP. The International School Wassenaar , opened on

561-474: The civilian ius commune , particularly with respect to the law of obligations and in the practice of written codes. However, no universal written code existed before the 19th century. Many attempts at codification were short-lived, not helped by constantly changing governments and political conditions. In 1531, Charles V , the Spanish ruler of the Netherlands, ordered the codification of existing laws with

594-485: The 1992 Civil Code. The Code has been criticised for affording too much discretion to courts. This, it is said, undermines certainty, a key aim of codification. On the other hand, flexibility allows the Code to meet new challenges without regular amendment. Further, the consolidation of a wide body of commercial law into the Code now makes it a ‘one-stop’ reference for private law and easily accessible and relevant to citizens and businesspeople alike. The Dutch Civil Code

627-623: The 1992 Code now specifically regulates commercial contracts (Book 6, art. 119(a)). An unjust enrichment action is available (Book 6, art. 212), as are rescissory actions for vitiated consent or an ‘abuse of circumstances’ (Book 6, art. 44(4)). More generally, requirements of good faith now appear to be a constant theme throughout the Code: Book 6, art. 1 provides that parties in a legal relationship with each other are to behave equitably and reasonably towards each other. This appears to extend beyond contracts into other areas of law. The 1992 Code

660-472: The Civil Code establishes that all foundations must be registered at the official public Commercial Register ("handelsregister" at the "Kamer van Koophandel"). As long as the foundation hasn't been registered, the boardmembers bear personal responsibility. In another register, UBO, the ultimate beneficial owner(s) have to be undisclosed. Commercial activities are allowed if they are within the purpose of

693-493: The Dutch Civil Code ( Burgerlijk Wetboek ), Boek 2, Titel 6 (artt. 2:285-304). It is not necessary in the Netherlands that a foundation serves a purpose of general interest, it can also be a social or an idealistic goal and its official goal cannot include making payments to anybody, except for charitable causes. A foundation can be governed and represented by one board that has both executive and controlling tasks and

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726-540: The Dutch colonial era in Dutch East Indies , but after the independence of Indonesia in 1945, the government decided to retain the old Dutch law, expanded in use to indigenous people and Muslims voluntarily. The 1992 reformed version does not apply in Indonesia. Before efforts at unification, almost every region and borough in the Netherlands had its own law. Local Roman-Dutch law borrowed heavily from

759-524: The Libyan-based oil company Oilinvest used a stichting structure to avoid sanctions on Libya and ensure its continued operation following the overthrow of Muammar Gaddafi ; in another case, the Russian oil company Yukos used a stichting structure in an attempt to shield its assets from tax claims by the Russian government. Foundation legislation was last reformed in 1998, giving rise to

792-437: The articles of the foundation which must include the first appointed board. The notary works here in a public role, and is seen as the public authority involved in the creation and authorization of a foundation. The stichting acquires full legal capacity through its sole creation. A foundation has no members and its purpose must be stated in its articles, using capital dedicated to such goal. The rules for foundations are defined in

825-412: The foundation and are taxed. Board members can be held liable for the foundation, civilly as well as criminally, when they do not comply with general rules of good governance, like for instance written down in the "Nederlandse Corporate Governance Code". The Dutch Tax Service can declare an institution to be an "institution for general benefit" ( ANBI ), with tax benefits. Often, but not necessarily, this

858-540: The initial scope of revision being ‘technical reform’, the 1992 BW enacted substantive modifications to both the prior Code and established case law . The technical focus of the revised code is borrowed from the German BGB . The distinction between civil law and commercial law was done away with and brought under the broader ambit of private law. The Code now covers all aspects of commercial regulation—company, insurance, transport, consumer, and labour laws. For example,

891-558: The law of property (e.g., ownership, possession, and security interests) (Book 5), obligations (Book 6) and contracts (Book 7), and conflict of laws (Book 10). Proposed amendments will add a Book on intellectual property . The codification of laws is still being used in Indonesia as a pinnacle of the private laws besides Sharia law and custom laws. The laws initially applied only to Dutch settlers and foreign traders, such as Chinese traders, Indian traders and Arab traders during

924-753: The premises of Rijnlands Lyceum Wassenaar in 2019, offering the International Baccalaureate Middle Years Programme (IB MYP) and from 2023 the International Baccalaureate Diploma Programme (IBDP) with the first students completing their studies in 2025. A new building to meet the demand of over 300 international pupils was begun on 24 August 2023 and will be completed and open in time for the school year beginning in September 2024. The European School The Hague opened in 2012, initially offering primary-level education, with its secondary cycle operating from 2014. The school

957-822: The recruitment of staff. The Foundation, as the "competent authority", is responsible for the quality of the education and is accountable to the Dutch Ministry of Education and the Dutch Education Inspectorate. The organisation comprises eight schools: The Rijnlands Lyceum Oegstgeest , Rijnlands Lyceum Sassenheim and Rijnlands Lyceum Wassenaar offer three streams of Dutch secondary education: "pre-vocational secondary education" ( MAVO ), "higher general continued education" ( HAVO ), and "preparatory scientific education" ( VWO ). They also offer bilingual education, in English and Dutch. In addition

990-487: Was activated in July 2015 to block a planned takeover by Teva Pharmaceutical Industries . Stichtingen are used by institutional investors, such as banks and wealthy individuals, as a means of controlling assets while not having legal ownership or consolidating the assets on their financial statements. The properties of a stichting can be used to avoid inheritance tax , trade sanctions and expropriation . In one case,

1023-483: Was instructed by Napoleon to receive and enact the Napoleonic Code . A committee was formed and, drawing heavily from the Napoleonic Code and some previous work, a code—called the Wetboek Napoleon, ingerigt voor het Koningrijk Holland —was enacted by royal decree on 1 May 1809. Roman-Dutch law was abolished except where specifically retained by the Code and in the Dutch colonies. However, the 1809 enactment

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1056-477: Was short-lived. On 1 January 1811, the Netherlands was annexed by the French Empire and the Napoleonic Code was adopted in unmodified form. Dutch independence was restored with the collapse of French rule in 1813. The Kingdom once again pursued codification. Article 100 of the 1814 Constitution refers to a codification based on Dutch law. Various proposals were made between 1816 and 1830. Finally in 1830

1089-509: Was the model for the BW of 1838. This does not mean that the BW is a copy of the Code. It appears that the BW was not simply a translation. The BW is influenced by the Code Civil , but this does not justify the view that the Netherlands adopted French law. On the contrary: Some French rules were removed. Former Dutch law was inserted instead of the French rules or as a supplement to the BW. We find

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