TURKS & CAICOS Law and Practice Contributed by: Sophie Stanbrook, Sam Kelly and Davanya Deveaux, Stanbrook Prudhoe
tion. The company’s articles of incorporation may also reserve additional decisions to shareholders. There are no corporate governance requirements for publicly traded companies in the TCI. 4.2 Relationship Between Companies and Minority Investors There are limited statutory protections for minority shareholders in the TCI Companies Act and, as a result, it is common for minority shareholder protec - tions to be contained in a company’s articles of incor - poration, or a shareholders’ agreement. Shareholders with at least 30% (or a lower percent - age, if permitted by the articles of incorporation) of voting rights in a company can require the directors of the company to call a general meeting (in default of which, those shareholders can call a general meeting). Company directors have a duty to act in the company’s best interests, which, by extension, would benefit all shareholders/investors. If a director breaches its duty or a shareholder has been prejudiced or oppressed by the director’s actions, the shareholder/investor has the right under the Companies Act to take enforce - ment action against the director. Enforcement action can include bringing claims personally (as a member of the company) for breaches against that member or obtaining leave from the court to bring a claim on behalf of the company (a derivative claim). Finally, the Companies Act grants minority dissenting shareholders the right to have their shares purchased by the company for fair value following certain speci - fied actions being taken by the company, including merging and consolidating. 4.3 Disclosure and Reporting Obligations There are ongoing obligations to update at the com - pany’s registry (i) the register of members of a compa - ny on a transfer of shares, (iii) changes in the directors of a company, and (iii) a company’s beneficial own - ership register on a change of beneficial ownership. A beneficial owner is a person who holds more than 25% of shares in a company or is entitled to more than 25% of voting rights in a company.
Where a Development Agreement has been entered into, the investor will be subject to annual financial disclosure obligations to the TCI government, and to comply with change of control provisions in the devel - opment agreement (where the obligation can range from merely giving notice of a change of control, or obtaining the TCI government’s prior written consent to any such change of control).
5. Capital Markets 5.1 Capital Markets Overview
As stated in 3.1 Transaction Structures , there is no stock exchange in the TCI. While mutual funds are capable of being registered, recognised and/or licensed under the TCI Mutual Funds Act, the most common form of financing in the TCI is debt financing via commercial banks and/or private lenders. 5.2 Securities Regulation As there is no stock exchange in the TCI, there are no related securities laws and regulations. 5.3 Investment Funds Foreign investors structured as investment funds are not subject to additional regulatory reviews in the TCI which exceed the general due diligence process that Invest TC will undertake in relation to the FDI. 6. Antitrust/Competition 6.1 Applicable Regulator and Process Overview There is currently no merger control regime in the TCI. 6.2 Criteria for Antitrust/Competition Review This is not applicable in the TCI. 6.3 Remedies and Commitments This is not applicable in the TCI. 6.4 Antitrust/Competition Enforcement This is not applicable in the TCI.
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