Questions about some Belgian company's legal status
  • Yokemate of Keyboards
    Yokemate of Keyboards
    Andreas_Wolf
    Posts: 9963 from 2003/5/22
    From: Germany
    >>> Section 4
    >>> [...] Hope that helps.

    >> Yes, thanks. So nobody is personally liable in a CVBA, not even the shareholders.

    > To be clear. I linked to Esther's statement on who is not liable.
    > I did not provide you with reference as to who is or might be.

    Yes, understood. It's just that nobody occurs to me who could be liable if not even the shareholders are, who are the ones that are (limitedly) liable in a company with (limited) liability.
  • »30.07.18 - 15:08
    Profile
  • Order of the Butterfly
    Order of the Butterfly
    number6
    Posts: 195 from 2008/8/10
    Quote:

    Andreas_Wolf wrote:
    >>> Section 4
    >>> [...] Hope that helps.

    >> Yes, thanks. So nobody is personally liable in a CVBA, not even the shareholders.

    > To be clear. I linked to Esther's statement on who is not liable.
    > I did not provide you with reference as to who is or might be.

    Yes, understood. It's just that nobody occurs to me who could be liable if not even the shareholders are, who are the ones that are (limitedly) liable in a company with (limited) liability.



    Quote:

    The shareholders of Hyperion Entertainment CVBA. While Hyperion's share structure is not publicly known


    In that case we would not be able to accurately speak as to who is a non-liable shareholder, imo.

    Quote:

    , it is a safe bet to assume that Ben Hermans is the majority shareholder (he even says so himself).


    Got a link? afaik he has stated in print that he is a "major" shareholder, not "majority" shareholder.

    Source of quotes above

    #6
  • »30.07.18 - 15:50
    Profile
  • Yokemate of Keyboards
    Yokemate of Keyboards
    Andreas_Wolf
    Posts: 9963 from 2003/5/22
    From: Germany
    >> Hyperion's share structure is not publicly known

    > In that case we would not be able to accurately speak as to who is
    > a [...] shareholder, imo.

    Yes, that's why nobody has attempted to do so in this thread so far, I guess. If Hyperion directors are to be believed, Ben Hermans is a shareholder, and if Ben Hermans is to be believed, "Ben Hermans & family" were the sole owners of Hyperion Entertainment CVBA at least until about 5 years ago (which was before the 2015/2016 restructuring phase).

    >> it is a safe bet to assume that Ben Hermans is the majority shareholder
    >> (he even says so himself).

    > afaik he has stated in print that he is a "major" shareholder, not "majority" shareholder.

    You are correct. It's my personal assumption that he's not only a major shareholder, but also the majority shareholder :-)
  • »30.07.18 - 16:35
    Profile
  • Order of the Butterfly
    Order of the Butterfly
    number6
    Posts: 195 from 2008/8/10
    Quote:

    If Hyperion directors are to be believed, Ben Hermans is a shareholder, and if Ben Hermans is to be believed, "Ben Hermans & family" were the sole owners of Hyperion Entertainment CVBA at least until about 5 years ago (which was before the 2015/2016 restructuring phase).


    I assume you refer to this?

    Source

    I'm sure you realize that this post was edited after I reminded him of the facts in post #165?

    The addition begins "at one time..."

    #6
  • »30.07.18 - 17:07
    Profile
  • Yokemate of Keyboards
    Yokemate of Keyboards
    Andreas_Wolf
    Posts: 9963 from 2003/5/22
    From: Germany
    >> if Ben Hermans is to be believed, "Ben Hermans & family" were the
    >> sole owners of Hyperion Entertainment CVBA at least until about
    >> 5 years ago (which was before the 2015/2016 restructuring phase).

    > I assume you refer to this? [...]

    Indeed.

    > I'm sure you realize that this post was edited after I reminded him
    > of the facts in post #165? The addition begins "at one time..."

    Yes, I do. And going by Evert Carton's amigaworld.net postings, I'm pretty sure he doesn't currently hold any Hyperion shares. He might have held his share up until Hyperion's transformation from VOF into CVBA in 2009, or even longer considering he is listed as having been a "board member" until January 2011.
  • »30.07.18 - 18:07
    Profile
  • Order of the Butterfly
    Order of the Butterfly
    number6
    Posts: 195 from 2008/8/10
    Quote:

    Andreas_Wolf wrote:
    >> if Ben Hermans is to be believed, "Ben Hermans & family" were the
    >> sole owners of Hyperion Entertainment CVBA at least until about
    >> 5 years ago (which was before the 2015/2016 restructuring phase).

    > I assume you refer to this? [...]

    Indeed.

    > I'm sure you realize that this post was edited after I reminded him
    > of the facts in post #165? The addition begins "at one time..."

    Yes, I do. And going by Evert Carton's amigaworld.net postings, I'm pretty sure he doesn't currently hold any Hyperion shares. He might have held his share up until Hyperion's transformation from VOF into CVBA in 2009, or even longer considering he is listed as having been a "board member" until January 2011.


    Well, one has to wonder what is being referred to by the statement many years later:
    Quote:

    Since you claim to be a business lawyer, you should know this could, theoretically, very well be true ...

    Evert


    Source

    #6
  • »09.08.18 - 15:40
    Profile
  • Yokemate of Keyboards
    Yokemate of Keyboards
    Andreas_Wolf
    Posts: 9963 from 2003/5/22
    From: Germany
    >> going by Evert Carton's amigaworld.net postings, I'm pretty sure he doesn't
    >> currently hold any Hyperion shares. He might have held his share up until
    >> Hyperion's transformation from VOF into CVBA in 2009, or even longer
    >> considering he is listed as having been a "board member" until January 2011.

    > Well, one has to wonder what is being referred to by the statement many years later: [...]

    I find it very plausible that this is referring to Evert Carton being a Hyperion creditor, similar as Ben Hermans is allegedly owed "more than a million" by Hyperion. Yet, a shareholder and a creditor are different things.
  • »09.08.18 - 16:21
    Profile
  • Order of the Butterfly
    Order of the Butterfly
    number6
    Posts: 195 from 2008/8/10
    Quote:

    Andreas_Wolf wrote:
    >> going by Evert Carton's amigaworld.net postings, I'm pretty sure he doesn't
    >> currently hold any Hyperion shares. He might have held his share up until
    >> Hyperion's transformation from VOF into CVBA in 2009, or even longer
    >> considering he is listed as having been a "board member" until January 2011.

    > Well, one has to wonder what is being referred to by the statement many years later: [...]

    I find it very plausible that this is referring to Evert Carton being a Hyperion creditor, similar as Ben Hermans is allegedly owed "more than a million" by Hyperion. Yet, a shareholder and a creditor are different things.


    I'm just coupling this with the former agreed upon statment made by Ben that he is a "major" shareholder and not the "majority" shareholder, since such a claim has never appeared.
    Given the braggadocio factor when it comes to his statements, there seems (to me) there has to be a more valid reason that the "majority" term is not used.
    However, I accept your premise as wel, atm.

    #6
  • »09.08.18 - 16:39
    Profile
  • Order of the Butterfly
    Order of the Butterfly
    number6
    Posts: 195 from 2008/8/10
    Quote:

    number6 wrote:
    Quote:

    Andreas_Wolf wrote:
    >> going by Evert Carton's amigaworld.net postings, I'm pretty sure he doesn't
    >> currently hold any Hyperion shares. He might have held his share up until
    >> Hyperion's transformation from VOF into CVBA in 2009, or even longer
    >> considering he is listed as having been a "board member" until January 2011.

    > Well, one has to wonder what is being referred to by the statement many years later: [...]

    I find it very plausible that this is referring to Evert Carton being a Hyperion creditor, similar as Ben Hermans is allegedly owed "more than a million" by Hyperion. Yet, a shareholder and a creditor are different things.


    I'm just coupling this with the former agreed upon statment made by Ben that he is a "major" shareholder and not the "majority" shareholder, since such a claim has never appeared.
    Given the braggadocio factor when it comes to his statements, there seems (to me) there has to be a more valid reason that the "majority" term is not used.
    However, I accept your premise as well, atm.

    #6
  • »09.08.18 - 16:40
    Profile
  • Paladin of the Pegasos
    Paladin of the Pegasos
    redrumloa
    Posts: 1235 from 2003/4/13
    Quote:

    Andreas_Wolf wrote:

    I find it very plausible that this is referring to Evert Carton being a Hyperion creditor, similar as Ben Hermans is allegedly owed "more than a million" by Hyperion. Yet, a shareholder and a creditor are different things.


    Hmm, sneaky. At least in the US, creditors are in line for relief before shareholders in the event of a bankruptcy.
  • »09.08.18 - 17:02
    Profile
  • Yokemate of Keyboards
    Yokemate of Keyboards
    Andreas_Wolf
    Posts: 9963 from 2003/5/22
    From: Germany
    > statment made by Ben that he is a "major" shareholder and not the
    > "majority" shareholder, since such a claim has never appeared.

    Ben Hermans never claimed he wasn't the majority shareholder ;-P
  • »09.08.18 - 17:15
    Profile
  • Order of the Butterfly
    Order of the Butterfly
    number6
    Posts: 195 from 2008/8/10
    Quote:

    Andreas_Wolf wrote:
    > statment made by Ben that he is a "major" shareholder and not the
    > "majority" shareholder, since such a claim has never appeared.

    Ben Hermans never claimed he wasn't the majority shareholder ;-P


    Good one.


    Apparently, after questioning the accuracy of his sources, some inquiry was made:

    https://twitter.com/amigadocuments

    Any legal minds willing to confirm or refute?

    #6
  • »12.08.18 - 13:37
    Profile
  • Order of the Butterfly
    Order of the Butterfly
    KennyR
    Posts: 384 from 2003/3/4
    From: #AmigaZeux, Gu...
    It's insane. Cloanto are being forced to do battle with a corpse that just won't accept it's dead.
  • »12.08.18 - 16:48
    Profile
  • Priest of the Order of the Butterfly
    Priest of the Order of the Butterfly
    Stevo
    Posts: 812 from 2004/1/24
    From: #AmigaZeux
    Quote:

    KennyR wrote:
    It's insane. Cloanto are being forced to do battle with a corpse that just won't accept it's dead.


    https://i.imgflip.com/2fqulk.jpg
    ---
    http://www.iki.fi/sintonen/logs/its_only_football.txt
  • »12.08.18 - 17:47
    Profile
  • Order of the Butterfly
    Order of the Butterfly
    number6
    Posts: 195 from 2008/8/10
    @Andreas_Wolf

    Source

    Any idea why this change would occur?

    As I understand this, paperwork would have to be filed to make any changes, even to such text.
    This change occurred on or about the time of the restoration of the company name to the Belgian business registry.

    #6
  • »20.08.18 - 20:59
    Profile
  • Yokemate of Keyboards
    Yokemate of Keyboards
    Andreas_Wolf
    Posts: 9963 from 2003/5/22
    From: Germany
    > Any idea why this change would occur? [...] This change occurred on or about
    > the time of the restoration of the company name to the Belgian business registry.

    Sorry, I don't know. But if you look again at my comment #30 here in this thread and follow the link, you can see that this terminology is used there as well, also retrospectively. I'm not sure there is a deeper meaning to this terminology change.
  • »20.08.18 - 21:42
    Profile
  • Yokemate of Keyboards
    Yokemate of Keyboards
    takemehomegrandma
    Posts: 2524 from 2003/2/24
    A director is directly involved in and actively responsible for business operation. The board appoints directors, draw up the broad lines on a strategic level but does not operate at an operational level, which is the director's domain. I'd say it's a responsibility thing.

    Who is the director now?
    MorphOS is Amiga done right! :-)
    MorphOS NG will be AROS done right! :-)
  • »21.08.18 - 11:08
    Profile
  • Order of the Butterfly
    Order of the Butterfly
    number6
    Posts: 195 from 2008/8/10
    Quote:

    Andreas_Wolf wrote:
    >>> Section 4
    >>> [...] Hope that helps.

    >> Yes, thanks. So nobody is personally liable in a CVBA, not even the shareholders.

    > To be clear. I linked to Esther's statement on who is not liable.
    > I did not provide you with reference as to who is or might be.

    Yes, understood. It's just that nobody occurs to me who could be liable if not even the shareholders are, who are the ones that are (limitedly) liable in a company with (limited) liability.



    Someone posted about directors being liable in the event one could/would prove mismanagement.
    I'm not claiming the change from "director" to "board member" has anything to do with this, as this is not my area of expertise. Someone versed in law might be able to confirm this.

    #6
  • »21.08.18 - 14:12
    Profile