BRITISH VIRGIN ISLANDS Law and Practice Contributed by: Matthew Cowman, Alex Drysdale, Rosalind Nicholson and Omonike Robinson-Pickering, Walkers
Walkers 171 Main Street PO Box 92 Road Town Tortola VG1110
British Virgin Islands Tel: +1 284 494 2204 Fax: +1 284 494 5535
Email: info@walkersglobal.com Web: www.walkersglobal.com
1. Trends 1.1 M&A Market
exchanges, albeit with deals characterised by longer lead times and lower conversion rates; • a revival in Special Purpose Acquisition Companies (SPACs) focusing on targets in sectors like tech and AI, with the BVI remaining a compelling alter - native to using a Cayman structure; • a concentration of deal flow in certain sectors of the economy where competition for assets remains strong, particularly in tech, including greater inter - est from Wall Street in targets with exposure to digital assets; and • an uptick in distressed M&A, including sales out of liquidation and Chapter 11 US bankruptcy pro - ceedings, as a function of the higher interest rate environment. 1.3 Key Industries Whilst the BVI tends to be a sector-agnostic jurisdic - tion, sustained M&A and capital markets activity is expected across the technology, data centre, life sci - ences, energy and mining, and digital assets sectors over the course of the next 12–24 months.
The British Virgin Islands (BVI) as a jurisdiction broadly reflects macro themes for global investment and can be used as a proxy for the activity and deal flows across the wider global M&A market. The past 12 months have been characterised by a greater deal size, albeit arising from lower transaction volume. Fur - thermore, deal flow has been concentrated in certain sectors of the economy where competition for assets remains strong, including tech and life sciences. In particular, there continues to be strong institutional interest in targets with exposure to digital assets – a sector in which the BVI remains at the forefront glob - ally. This includes the acquisition by Ripple of BVI prime broker Hidden Road for USD1.25 billion and the acquisition by Coinbase of on-chain capital-rais - ing platform Echo for approximately USD375 million, which both completed in Q4 2025. Clients continue to make use of the BVI statutory merger regime to facilitate complex cross-border M&A, which is a particularly popular tool for imple - menting take-private transactions of BVI companies that are listed on US stock exchanges, providing a relatively quick and easy route to securing 100% of a BVI target company. 1.2 Key Trends Key trends in the past 12 months include: • continuing interest in take-private transactions of BVI companies listed on the world’s major stock
2. Overview of Regulatory Field 2.1 Acquiring a Company
The BVI Business Companies Act, 2004 (as amended) (the “Act”) is the principal piece of legislation for M&A matters in the BVI. The primary techniques/legal means by which a com - pany may be acquired in the BVI are as follows:
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