BERMUDA Law and Practice Contributed by: Natalie Neto, Rachel Nightingale, Hannah Tildesley and Marah Smith, Walkers
1. Trends 1.1 M&A Market
As Bermuda is a leading offshore domicile for fintech, there has also been an increase in redomiciliations to Bermuda from other jurisdictions by companies seeking to obtain a licence from the Bermuda Mon - etary Authority (BMA) to conduct digital assets busi - ness and investment business activities. A number of Bermuda-based companies in the energy sector have also continued to invest in the jurisdiction.
Bermuda saw a cautious resurgence in M&A activ - ity in early 2025, driven by moderating inflation and renewed investor confidence. Deal values globally increased as volumes remained uneven, reflecting fewer but larger transactions, with a stronger rebound in deal value in late 2025, which is expected to con - tinue into 2026. Consolidation among global carriers, sustained pri - vate equity investment in capital-efficient platforms and other insurance vehicles will continue to drive transactions. The market has seen a continued prev - alence of mid-market deal activity in shipping and energy, which typically involve lower risk and lower levels of equity and debt. 1.2 Key Trends As Bermuda is an offshore financial centre and a lead - ing domicile for (re)insurance, trends in Bermuda M&A tend to track those in either the US or European mar - kets. We are seeing this reflected in 2026, with an active Q1 for the insurance sector as several mergers closed early in the period. The introduction of Bermuda’s corporate income tax regime in 2025, which aligns with the OECD’s Global Minimum Tax Rules (the “GloBE Rules”), resulted in continued attractiveness for multinational reorganisa - tions and many (re)insurance entities maintaining their principal places of business in Bermuda. Fintech activity is also set to remain strong, driven by institutional adoption, improved regulatory clarity in the US and continued sector maturation. These fac - tors are likely to spur consolidation through M&A and selective exits. Bermuda is well positioned to capital - ise on these trends, with a robust ecosystem of digital asset players established under its progressive regu - latory framework. 1.3 Key Industries There has been a continued increase in the level of migrations into the jurisdiction due to Bermuda’s favourable tax treatment of shipping companies, which are excluded from Pillar Two.
2. Overview of Regulatory Field 2.1 Acquiring a Company
Bermuda’s Companies Act 1981 (as amended) (the “Companies Act”) offers a wide variety of options for structuring the acquisition of a company, including: • merger or amalgamation; • public tender/exchange offer for shares; • scheme of arrangement; • private purchase of shares; and • private purchase of the underlying assets of a target company. Statutory Merger or Amalgamation (Sections 104 and 104H of the Companies Act) Under Bermuda law, a merger is the combination of two or more companies into one surviving entity. The surviving company will own the property of the original companies, and the respective property and liabili - ties will vest automatically by operation of law. The surviving company will continue to be liable for the obligations of the original companies. In comparison, an amalgamation is the combination of two or more companies where the assets and liabilities vest in the new, amalgamated company. The Companies Act provides that the directors of each company proposing to merge or amalgamate must enter into an agreement that sets out the terms and mechanisms affecting the merger or amalgama - tion (the “Agreement”). Section 105 of the Compa - nies Act lists the requirements that must be contained within the Agreement, which include the requirement to state which class(es) of shares will be cancelled in exchange for the merger consideration (in the case of the seller’s shares) and which will be exchanged for new shares of the surviving companies (in the case
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