ANTIGUA Law and Practice Contributed by: C. Debra Burnette, CDB Legal Services
5. Negotiation Phase 5.1 Requirement to Disclose a Deal Outside of financial institutions, it is not a regu - lated requirement for a target to disclose a deal, but one which depends largely on the parties. Usually once negotiations begin, requests for Generally, market practice on timing of disclo - sure does not differ from the legal requirements: each M&A depends on their own unique circum - stances. 5.3 Scope of Due Diligence Due diligence will usually cover legal matters involving: • title to land, encumbrances, surveys, valua - tions and taxes; disclosure of a deal may be made. 5.2 Market Practice on Timing • environmental due diligence involving envi - ronmental impact assessments and consulta - tions with residents where necessary; • accounting and finance due diligence includ - ing satisfying money-laundering compliance; and • operational due diligence covering employees rights to severance, engaging with unions, etc. 5.4 Standstills or Exclusivity Interested buyers would usually prefer exclusiv - ity to standstills. 5.5 Definitive Agreements There are no rules on the documentation of ten - der offer terms and conditions, but persons are best advised to document tender offer terms and conditions in a definitive agreement.
under review. Currently, takeovers are provided for in the Companies Act.
4. Stakebuilding 4.1 Principal Stakebuilding Strategies It is not “customary” , but in a few instances potential bidders may pre-bid. While the mar - ket for M&A in Antigua is not yet flooded with deals and deal activity has been sporadic, it is growing. 4.2 Material Shareholding Disclosure Threshold In respect of financial institutions and public companies, the threshold is 10% of the share capital. A recent amendment to the Companies Act now requires any person who controls or has a beneficial interest in a company to declare and report the same when filing annual returns. This recent amendment is to comply with FATF Rec - ommendations to which Antigua is a signatory. 4.3 Hurdles to Stakebuilding There are no statutory regulations or limitations on stakebuilding. 4.4 Dealings in Derivatives Dealing in derivatives are generally allowed. 4.5 Filing/Reporting Obligations There are no competition laws in Antigua. 4.6 Transparency Shareholders do not have to disclose the pur - pose of their acquisition.
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