BARBADOS Law and Practice Contributed by: Debbie Fraser, Joanna M Austin, Makela Harrison-Yarde and Jael Smith, Fraser Law
10.3 “Broken-Deal” Disputes As a result of the COVID-19 pandemic, the fol - lowing were identified as key for M&A transac - tions in Barbados: • well-defined materially adverse change clauses in contracts, the importance of which was underscored by some parties seeking to terminate transactions based on unforeseen economic disruptions; • the need to have clear force majeure clauses within contracts to determine whether unfore - seen events could justify the termination of a contract or renegotiations; and • the need for more thorough due diligence, especially as it relates to the financial stability of the target company.
shares. There is limited trading of shares on the BSE, and share retention is therefore important. The general focus of shareholders is to ensure that they are fairly compensated for their share - holding and that the mechanism used to value said shareholding is of an acceptable standard. 11.2 Aims of Activists The authors are not aware of cases of activists encouraging companies to enter into M&A trans - actions or major divestitures. 11.3 Interference With Completion Activists seek to scrutinise announced trans - actions and to review whether, for example, the directors are compliant with their obliga - tions under the Take-Over Code to alert minor - ity shareholders to their rights and ensure fair treatment. The authors have not seen cases where activists who are not shareholders have sought to interfere by way of court proceedings, etc, with an announced transaction. Any such attempt would require the activists to convince the court that they have a cause of action to pursue.
11. Activism 11.1 Shareholder Activism
Minority shareholders are becoming increasingly vigilant with respect to the protection of their rights and the preservation of the value of their
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