BERMUDA Law and Practice Contributed by: Natalie Neto, Rachel Nightingale, Hannah Tildesley and Marah Smith, Walkers
11.2 Aims of Activists Generally speaking, shareholder activists can work to effect social, governance and environmental change in the management of a company. A change in leader - ship can result in increased shareholder returns and an improvement in the overall performance of the company. 11.3 Interference With Completion An example of interference with completion would be in the context of the acquisition by EXOR S.p.A. of PartnerRe Ltd., a Bermuda insurance company. Part - nerRe had previously announced its intention to amal - gamate in a stock-for-stock merger transaction with AXIS Capital Holdings Ltd. However, EXOR, which acquired a 9.9% stake in PartnerRe, announced an unsolicited offer for PartnerRe in April 2015, which culminated in a contested proxy solicitation; following the recommendations of two major proxy solicitation firms against the AXIS transaction, EXOR eventually succeeded in negotiating terms with a previously hos - tile board and closed the transaction in 2016.
fere with the judgement of the directors of a company unless it is proven that the directors have breached their fiduciary duty.
10. Litigation 10.1 Frequency of Litigation
Litigation in Bermuda with respect to M&A transac - tions tends to be rare except for the increasing volume of claims under Section 106. See 3.1 Significant Court Decisions or Legal Developments for the most recent legal developments regarding M&A deals in Bermuda. 10.2 Stage of Deal Litigation for breach of fiduciary duties under com - mon law or statutory duties under Section 97 of the Companies Act may be brought at any stage of the transaction.
10.3 “Broken-Deal” Disputes This is not relevant to Bermuda.
11. Activism 11.1 Shareholder Activism
When shareholders disapprove of the actions of direc - tors, they may seek to change the composition of the board. Shareholder activism has become more fre - quent, especially with listed companies. Under Sec - tion 74 of the Companies Act, shareholders who hold not less than one-tenth of the paid-up share capital of a company carrying the right to vote at a general meeting can requisition a special general meeting to pass resolutions, which may include a resolution to remove a director or directors from the board. This is a powerful tool that may be used by activists.
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