Mergers & Acquisitions (M&A) Guide 2022 – Bermuda

This Q&A on the Mergers & Acquisitions (M&A) laws and regulations applicable in Bermuda provides an overview of the main themes and issues impacting M&A activity in the jurisdiction. Topics covered include the key laws and regulatory authorities of Bermuda, due diligence procedures, deal protection, public disclosure, director duties, shareholder rights and the current state of the M&A market in the jurisdiction more generally.

1. WHAT ARE THE KEY RULES/LAWS RELEVANT TO M&A AND WHO ARE THE KEY REGULATORY AUTHORITIES?

The Companies Act 1981, as amended (Companies Act) is the principal piece of legislation governing companies in Bermuda and under which most companies in Bermuda are incorporated by registration. As the substantial portion of entities currently formed in Bermuda are exempted companies limited by shares, this chapter primarily focuses on Bermuda M&A transactions involving Bermuda companies.