ANTIGUA Law and Practice Contributed by: C. Debra Burnette, CDB Legal Services
6.6 Requirement to Obtain Financing A business combination can be conditional on the bid - der obtaining financing, though there is no specific regulation on this. 6.7 Types of Deal Security Measures A bidder may seek any measure of security for the deal, but the most commonly used measure is match rights. There are no regulatory restrictions or changes that have impacted the length of interim periods. 6.8 Additional Governance Rights A bidder may seek governance rights over the com - position of the board by appointing directors to break/ avoid deadlocks. 6.9 Voting by Proxy There are statutory provisions on shareholders voting by proxy in Antigua. A group of shareholders may also solicit the proxies of other shareholders. 6.10 Squeeze-Out Mechanisms Section 203 of the Companies Act allows an offeror to acquire shares held by a dissenting shareholder by sending a notice of the bid within 60 days after the date of termination of the take-over bid. A dissenting shareholder who has failed to respond or demand fair value for the shares is presumed to have elected to transfer their shares on the same terms being offered. 6.11 Irrevocable Commitments Since tender offers are usually in a binding agreement, it is difficult for the principal shareholder to be given an “out” if a better offer is made.
business corporations. At the bidding stage, this will also be required as part of due diligence to ensure compliance when shares are registered and recorded. 7.3 Producing Financial Statements Bidders do not need to produce financial statements (pro forma or otherwise) in their disclosure docu - ments. Financial statements would take the usual form according to accounting standards. 7.4 Transaction Documents No disclosure of documents of any of the transactions is required. A director’s primary duty is to the company. Directors must act in the best interest of the company, but must have regard for the interests of the shareholders. 8.2 Special or Ad Hoc Committees It is common for boards of directors to establish spe - cial or ad hoc committees in business combinations – these are members with particular expertise who will The courts in this jurisdiction take the view that the board of directors, acting in good faith, is best suited to make sound decisions and judgements in a takeo - ver situation. A court will only intervene where there is evidence of bad faith or malfeasance on the part of the board. 8.4 Independent Outside Advice 8. Duties of Directors 8.1 Principal Directors’ Duties then report to the board for review. 8.3 Business Judgement Rule Independent external advice would often be given to directors in a business combination in matters requir - ing particular expertise – eg, matters of a financial nature, taxation or legal advice. 8.5 Conflicts of Interest There have been cases where the question of a con - flict of interest has arisen. In such cases, courts con - sider the duties of the directors and its officers and apply them to specific facts.
7. Disclosure 7.1 Making a Bid Public
A bid for an M&A of financial institutions is required to be made public from the date of the offer. There is no regulatory provision for any other M&A or takeovers expect for publicly traded companies, of which there
are very few in Antigua and Barbuda. 7.2 Type of Disclosure Required
Disclosures of who is the ultimate beneficial owner are a requirement both for domestic and international
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