BARBADOS Law and Practice Contributed by: Debbie Fraser, Joanna M. Austin, Makela Harrison-Yarde and Jael Smith, Fraser Law
acquisitions or other business combinations so as to ensure compliance with Barbados law. The primary employment law legislation includes the Employment Rights Act, 2012, the Employee (Preven - tion of Discrimination) Act, 2020, the Severance Pay - ments Act, Chapter 355A, the Safety and Health at Work Act, 2005, the Trade Unions Act, Chapter 361 and the Labour Clauses (Public Contracts) Act, Chap - ter 349. In circumstances where a business is acquired by merger or acquisition, it must be noted that even where the employees may be re-engaged under a new contract of employment, provided that the terms of the contract largely remain the same, the employee will have continuity of employment, and they will retain their rights and benefits. If the new employer offers continued employment on terms not less favourable and the employee rejects the offer, the employee will not be entitled to severance pay. Where the acquisition results in loss of employment for employees due to, for example, redundancy, the employees will likely be entitled to severance pay - ments, which are calculated based on the employ - ees’ length of continuous service and their basic pay. Employees also have a right not to be unfairly dis - missed once they have been working continuously for the employer, that is, for a period of not less than one year. The employee will therefore have a right to claim unfair dismissal if terminated without just cause. As it relates to trade unions, if the target company has a contract with a union, the new employer must honour the existing collective agreements. Acquirers will also assume responsibility for work - place health and safety obligations. It is therefore always recommended that employment contracts, collective agreements and any potential severance liabilities are reviewed thoroughly before the comple - tion of an acquisition. 2.6 National Security Review There is no formal national security review process specifically for acquisitions of private entities in Bar - bados. Acquisition of an interest in some sectors that
require government licences, such as broadcasting, will likely involve a review of the national security implications. 3. Recent Legal Developments 3.1 Significant Court Decisions or Legal Developments The jurisprudence for competition law matters is not extensive in Barbados, and as such there have been no landmark court decisions specifically related to M&A in the last three years. However, though not with - in the last three years, a notable legal development in this area was the issuance of the Merger Guideline, 2007 (the “Guideline”) by the FTC. The Guideline provides an analytical framework for assessing merger activities, aiming to promote and maintain competition within the Barbadian market. The Guideline outlines the FTC’s approach to evalu - ating mergers, including the potential impact on com - petition. 3.2 Significant Changes to Takeover Law There have not been any significant changes to takeo - ver law in Barbados within the past year. The primary legislation governing takeover bids remains the Com - panies (Take-Over Bid) Regulations, 2002, established under the Companies Act, Chapter 308 (the “Regula - tions”). The Regulations outline the necessary require - ments and relevant procedures for conducting takeo - ver bids. There are also no publicly announced reviews or pro - posed amendments to the Regulations, which sug - gests that there will not be any significant changes in the coming 12 months. 4. Stakebuilding 4.1 Principal Stakebuilding Strategies In Barbados, the most recent bids have been initiated by shareholders of the target. It is not apparent that the acquisition of securities in the target would primar - ily be motivated by the desire to build a stake.
132 CHAMBERS.COM
Powered by FlippingBook