ANTIGUA Law and Practice Contributed by: C. Debra Burnette, CDB Legal Services
1. Trends 1.1 M&A Market
2.4 Antitrust Regulations There are no antitrust regulations in Antigua and Bar - buda. 2.5 Labour Law Regulations Acquirers should be aware of the need for employers to consult with unions where employees are unionised. The Labour Code makes it mandatory for a company that is taking over another to ensure that employees are adequately compensated for severance. 2.6 National Security Review National security reviews are conducted only in respect of the merger and acquisition of banks and other financial institutions. There are otherwise no national security reviews. 3. Recent Legal Developments 3.1 Significant Court Decisions or Legal Developments There have been no significant court decisions or legal developments in the past three years related to M&A. 3.2 Significant Changes to Takeover Law There have been no significant changes to takeover law in the past 12 months, and none are under review. Currently, takeovers are provided for in the Compa - nies Act. 4. Stakebuilding 4.1 Principal Stakebuilding Strategies While it is not “customary”, in a few instances poten - tial bidders may pre-bid. While the market for M&A in Antigua is not yet flooded with deals and deal activity has been sporadic, it is growing. 4.2 Material Shareholding Disclosure Threshold In respect of financial institutions and public com - panies, the threshold is 10% of the share capital. A recent amendment to the Companies Act now requires any person who controls or has a beneficial interest in a company to declare and report this when filing annual returns. This recent amendment is to ensure
Following the recession during the COVID-19 pan - demic, the M&A market is picking up, with businesses taking more risks and leading to financial health. 1.2 Key Trends Notable events in the last 12 months include the completion of the Scotiabank sale to an indigenous bank, Eastern Caribbean Amalgamated Bank, and the completion of the acquisition of RBC Royal Bank by another indigenous bank, Bank ACB Caribbean. 1.3 Key Industries Domestic banking and international business corpo - rations have seen significant M&A activity in the past 12 months. Most companies in Antigua and Barbuda are acquired through the sale of their shares. A company can also be acquired by purchasing its assets, including fixed assets and real estate. Companies that own vast real estate are attractive for purchasers as most investors seek to develop the property, which can be profitable. 2.2 Primary Regulators The Financial Services and Regulatory Commission regulates financial activities for off-shore companies. The Antigua and Barbuda Investment Authority also regulates foreign direct investments. Depository insti - tutions such as banks and insurance companies are regulated by the Cabinet of Antigua and Barbuda, and would require approval in most cases of a merg - er or acquisition. The Eastern Caribbean Securities Exchange Commission and the Eastern Caribbean Central Bank are also regulators in this jurisdiction. 2.3 Restrictions on Foreign Investments There are no restrictions on foreign investment in Anti - gua and Barbuda. In fact, as a country which depends largely on tourism, foreign direct investment is encour - aged. 2. Overview of Regulatory Field 2.1 Acquiring a Company
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