BERMUDA Law and Practice Contributed by: Natalie Neto, Rachel Nightingale, Hannah Tildesley and Marah Smith, Walkers
target in an attempt to get as much information as possible on the potential target, and also to make it a less attractive proposition for other bidders to acquire it. It is customary for many public companies to have restrictions on shareholders holding above certain thresholds (eg, 10%), as a defensive measure that is often implemented to prevent stakebuilding. For further information on how acquisitions occur in Bermuda, see 2.1 Acquiring a Company . 4.2 Material Shareholding Disclosure Threshold On 3 November 2025, the Beneficial Ownership Act 2025 (the “BO Act”) came into effect to consolidate Bermuda’s overarching beneficial ownership regime, which was previously across a number of pieces of legislation, to provide one definition that is more aligned to FATF. The BO Act applies to all “legal per - sons”, and entities are required to verify and maintain up‑to‑date beneficial ownership information for indi - viduals who ultimately own or control 25% or more of the shares, interests or voting rights in the entity, or who otherwise exercise ultimate effective control. Furthermore, under the BO Act, the ROC replaced the BMA as the authority responsible for maintaining Bermuda’s central beneficial ownership register and approval prior to incorporation. However, the BMA continues its regulatory oversight for regulated finan - cial institutions. The BO Act also maintains an exemption for any enti - ty that is listed on the BSX or an “appointed stock exchange” (as defined in the Companies Act) and maintains a register of beneficial owners. Under the BO Act, any person who becomes a beneficial own - er of a legal person is required to notify the ROC no later than 14 days thereafter. The previous consent requirements for issuing and transferring securities in a Bermuda company have been repealed under the Exchange Control Act 1972. For companies that are listed on the BSX, directors must deliver written notice without delay to the BSX if they become aware of any shareholder who:
• acquires a beneficial interest in, control over or direction of 5% or more of securities; or • has a beneficial interest in or exercises control over 5% or more of the securities and acquires, in aggregate, an additional 3% or more. Disclosure to and consent of the BMA or Regulatory Authority may also be required where a company is regulated under one of the regulatory acts in Bermuda. A company can adopt provisions in its bye-laws that require a shareholder to notify the company of a par - ticular percentage of direct or indirect ownership; such thresholds are often reflective of any potential onshore restrictions. The bye-laws may also impose sanctions for failure to disclose this information to the company, including the shares becoming null and void and disenfranchisement of the shares (whereby the shareholder is prevented from exercising any rights attaching to those shares). 4.3 Hurdles to Stakebuilding As stakebuilding is not specifically regulated in Ber - muda, the restrictions that may apply are those under the Exchange Control Rules (if applicable), or under the relevant regulatory act where the entity is regulat - ed by the BMA, or under the BSX Listing Regulations if the target’s shares are listed on the BSX. 4.4 Dealings in Derivatives While trading derivatives by a person for its own account is not generally regulated or prohibited in Ber - muda, “dealing” in derivatives is a regulated activity if conducted by a company in or from within Bermuda as a business (including by a Bermuda company or by a foreign company that held itself out as doing business in Bermuda). Where the derivatives relate to traditional investment products, the dealer would be required to be registered under the Investment Business Act 2003 (IBA). Where the derivatives have underlying digital assets, as defined in the Digital Assets Business Act 2018 (DABA), the dealer would be required to hold a licence under DABA. There are limited exemptions available under both regulatory regimes. Where the derivatives are both traditional and digital assets derivatives, then the
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