BVI law provides for a number of structuring mechanics which can
be used to structure a takeover bid in addition to a simple offer
for all the shares. A point of note for BVI takeovers is that there
is no legislation specifically regulating takeover bids, such that
the regulation of a bid will have three sources, common law, in
statute under the BVI Business Companies Act (the
"Act") and the target company's
memorandum and articles of association (the
"Articles") (although the continuing
obligations for the particular stock exchange upon which the target
company is listed will also be relevant).
Additionally, there is no prohibition on the use of poison pills
defenses by a BVI target company, such that provided the poison
pill is properly provided for within the Articles, in the event of
a hostile approach, a poison pill defense can legitimately be
invoked. For a company looking to defend itself from a potential
hostile approach by amending its Articles to provide
