Takeovers And Director’s Duties: British Virgin Islands

The absence of any Takeover Code has sometimes made it difficult for directors of British Virgin Islands (BVI) companies and their advisers to determine what are the applicable rules when a BVI company is faced by a takeover offer. In basic terms, a takeover can be described as the acquisition by a person of all of the shares in a company save for those held by the offeror. Unlike English law ¹, the term is not defined in BVI law. So what is a person to do where he finds himself a director2 of a BVI company and that company is the subject of what looks and feels like a takeover offer or an offer made directly to the shareholders - a hostile offer? What are his duties? Given the BVI Business Companies Act, 2004 of the laws of the BVI (BVIBCA) which came into force on 1 January 2005; this is an appropriate juncture to consider the various issues. Until 1 January