BARBADOS Law and Practice Contributed by: Debbie Fraser, Joanna M Austin, Makela Harrison-Yarde and Jael Smith, Fraser Law
2.4 Antitrust Regulations Within Barbados’ legal framework, the equiva - lent of what are referred to as “antitrust laws” are the competition laws. Regulations related to business combinations are primarily governed by the FCA. The FTC is responsible for enforc - ing these regulations to prevent anti-competitive practices that could harm the market. The FCA prohibits M&A transactions that would result in the substantial lessening of competition in any market in Barbados. It explicitly stipulates that only those mergers that control or are likely to control in excess of 40% of any market must be approved by the FTC. Parties involved in a merger will therefore need to engage with the FTC if the transaction meets this threshold. The FTC thereafter evaluates whether the merg - er would create or strengthen a dominant mar - ket position, reduce competition significantly in a given sector or lead to other anti-competitive conduct, such as price fixing or monopolistic control. A merger may be authorised if the FTC deter - mines that the benefits outweigh the anti-com - petitive effects and that it is likely to promote the public good. 2.5 Labour Law Regulations There are several key employment law regula - tions that must be adhered to by acquirers by way of mergers, acquisitions or other business combinations so as to ensure compliance with Barbados law. The primary employment law legislation includes the Employment Rights Act, 2012, the Employ - ee (Prevention of Discrimination) Act, 2020, the Severance Payments Act, Cap 355A, the Safety and Health at Work Act, 2005, the Trade Unions
or registered under a number of pieces of legislation including the Securities Act, Cap 318A. The FSC regulates market conduct, ensuring fairness in M&A transactions and protecting shareholders’ interests. • The Barbados Stock Exchange (BSE): The BSE provides rules and guidelines concerning the listing, trading and public disclosures of securities for publicly listed companies. It also ensures that M&A transactions for publicly listed entities are in compliance with the stock exchange’s listing rules and regulations. • The FTC: The FTC may in some circumstanc - es be involved if the M&A transaction poten - tially raises competition concerns. The FTC reviews and approves transactions that may significantly affect market competition under the FCA, Cap 326C. 2.3 Restrictions on Foreign Investments Foreign investment is encouraged in Barbados, and restrictions are limited. The acquisition of securities in a Barbados entity by a non-national requires the prior approval of the Exchange Con - trol Authority of the Central Bank of Barbados. No industries are closed to private enterprise, although the government reserves the right to control how certain investments are effected. For example, activities in some sectors, such as telecommunications, utilities, broadcasting, franchises, banking and insurance, require a government licence. It is not unusual for licenc - es to be issued with conditions attached, such as requiring the prior approval of the govern - ment for a change in a significant shareholding in the licensee. Before granting permission for a change in control, the regulator or govern - ment would need to be satisfied that the inves - tor is compliant with all anti-money laundering requirements and that the directors are fit and proper to undertake their responsibilities.
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