BAHAMAS Law and Practice Contributed by: Michelle Neville-Clarke, Lethea Carey and Stan Burnside, Lennox Paton
4. Stakebuilding 4.1 Principal Stakebuilding Strategies Pre-offer stakebuilding is uncommon in The Baha - mas and acquisition strategies are usually structured through direct negotiations, statutory mergers or share/asset purchase agreements rather than through market accumulation of shares. 4.2 Material Shareholding Disclosure Threshold For companies listed on the Bahamas International Securities Exchange (BISX), disclosure obligations are governed by BISX listing rules. Under these rules, significant shareholders (typically those holding 5% or more of the voting securities) must disclose their holdings to the exchange and any changes exceeding defined thresholds (eg, 1% increments) must also be reported. The disclosure obligations aim to provide transparency to investors in the listed company con - text, but these rules do not extend to private compa - nies or IBCs. 4.3 Hurdles to Stakebuilding In The Bahamas, a company can use its articles of incorporation or bylaws to set bespoke shareholder reporting rules, including higher or lower disclosure thresholds than those applied to listed companies. Such provisions are enforceable against sharehold - ers and may require disclosure of direct or beneficial ownership. Other than these constitutional rules, there are no statutory hurdles to stakebuilding, meaning restrictions largely depend on what is stipulated in the company’s governing documents. 4.4 Dealings in Derivatives In The Bahamas, dealings in derivatives are permit - ted and are commonly conducted in accordance with the regulatory requirements imposed by the Securities Commission of The Bahamas and the Central Bank of The Bahamas. 4.5 Filing/Reporting Obligations In The Bahamas, filing and reporting obligations for derivatives depend on whether they are treated as tra - ditional financial instruments or digital assets. Under the Securities Industry Act, 2024, traditional deriva - tives such as options, futures and contracts for differ -
with statutory notice, severance and unfair dismissal provisions. Employers must also comply with mandatory social security contributions administered by the National Insurance Board. Both employers and employees contribute based on insurable earnings for employees aged 16–65, with employers responsible for deduct - ing and remitting contributions. Failure to do so may result in penalties or legal action. Where employees are unionised or participate in pension schemes, existing collective bargaining agreements and pen - sion arrangements must also be respected. 2.6 National Security Review In The Bahamas, there is no formal national security review regime for acquisitions. Unlike jurisdictions with dedicated foreign investment or national security screening laws, M&A transactions in The Bahamas are not subject to review on national security grounds. 3. Recent Legal Developments 3.1 Significant Court Decisions or Legal Developments In the Bahamas, litigation is not considered preva - lent in the majority of M&A transactions. However, the recent and ongoing liquidation of FTX Digital Markets Liquidation has given rise to a noteworthy develop - ment as it relates to cross-border insolvency and asset recovery as it relates to digital assets, the Supreme Court of The Bahamas providing court sanction for a Global Settlement Agreement to pool assets with the U.WS. chapter 11 debtors.,Additional 2025 marked the resolution of an ongoing dispute surrounding Baha Mar, a luxury resort in The Bahamas with the parties settling all litigation. 3.2 Significant Changes to Takeover Law There have been no significant changes to the law in The Bahamas in the last 12 months that may impact the Takeover Law.
75 CHAMBERS.COM
Powered by FlippingBook