BARBADOS Law and Practice Contributed by: Debbie Fraser, Joanna M Austin, Makela Harrison-Yarde and Jael Smith, Fraser Law
control of the company. Please see 4.2 Material Shareholding Disclosure Threshold for further details. 5. Negotiation Phase 5.1 Requirement to Disclose a Deal As it relates to private companies, save for where regulatory approvals are required – for example, a review by the FTC of a merger over the thresh - old – there is no legal obligation to publicly dis - close M&A transactions. However, publicly listed companies are bound by the rules and regulations of the BSE (which provides the only stock exchange in Barbados), and other legislation may be applicable such as the provisions of the Securities Act, Cap 308. Pursuant to the rules, to maintain a listing, the listed company must observe and comply with the exchange requirements (the Listing Rules, trading procedure and policies issued by the BSE, any direction, order or decision of the BSE and the guidance notes), keep the BSE fully informed of events and decisions affecting its security holders and disclose material informa - tion concerning its business and affairs forthwith upon said information becoming known to man - agement, or in the case of information previously known upon it becoming apparent that the infor - mation is material. The rules require disclosure by listed companies of any proposed material change in the business or affairs of said companies. “Material change” includes a change in the known beneficial or reg - istered ownership of shares of the company that, to the knowledge of the company or its officers, directors or major shareholders – or in the opin - ion of the Exchange – is sufficient to materially affect control. Since disclosure is required for
• the name and last known addresses of the shareholders; • a statement of the shares held by each share - holder; and • the date that each shareholder was entered in the register or ceased to be a shareholder. Companies are required to certify compliance with the above-mentioned requirements in their filed annual return. Additionally, the registrar may occasionally instruct companies to complete questionnaires confirming the maintenance of an accurate and up-to-date shareholders’ register at the registered office of the company. These disclosure obligations are critical for transpar - ency, regulatory compliance and investor pro - tection within Barbados. 4.3 Hurdles to Stakebuilding To prevent stakebuilding through insider trad - ing, persons in possession of information that is not publicly available are prohibited from trading or using that information. Additionally, a com - pany can introduce different rules to support its corporate objectives by amending the articles of incorporation by way of a special resolution, which is a resolution passed by at minimum two- thirds of the votes cast by the shareholders who voted regarding the resolution, or a resolution signed by all shareholders entitled to vote. 4.4 Dealings in Derivatives Dealings in derivatives are allowed in Barbados. 4.5 Filing/Reporting Obligations In Barbados, there are no filing/reporting obli - gations specific to derivatives under securities disclosure and competition laws. 4.6 Transparency Shareholders must make known the purpose of their acquisition and their intention regarding
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