BRITISH VIRGIN ISLANDS Law and Practice Contributed by: Matthew Cowman, Alex Drysdale, Rosalind Nicholson and Omonike Robinson-Pickering, Walkers
5. Negotiation Phase 5.1 Requirement to Disclose a Deal Public disclosure is not required under the BVI Business Companies Act, 2004 (as amended). The BVI does not have a stock exchange, but any company listed on a foreign exchange would of course have to follow those disclosure rules. 5.2 Market Practice on Timing This is not applicable in the British Virgin Islands. 5.3 Scope of Due Diligence Due diligence is a standard requirement and is important in every transaction. Due diligence will be conducted in the same way as in many other onshore jurisdictions (for example, in the UK and the US). The scope of due diligence undertaken will usually be limited to corporate and regula - tory matters, and reviewing any contracts that are governed by BVI laws. Certain information is publicly available in the BVI, including: • Certificate of Incorporation; • Memorandum and Articles of Association; • current director names; • registered agent and registered office address; and • registered charges. Any judgments or legal proceedings can be searched at the High Court Registry. At the registered office of the company, the reg - ister of directors and the register of members can be requested. 5.4 Standstills or Exclusivity Exclusivity for transactions is often requested at the point of entering into formal discussions once a winning bidder has been selected. Exclusivity clauses may be incorporated into the heads of
regarding their beneficial ownership, pursuant to the Beneficial Ownership Secure Search System Act 2020 (as revised) ( “BOSS Act” ). The infor - mation must then be uploaded by their regis - tered agent onto a confidential secure database, which is not publicly searchable and may only be accessed by the competent regulatory authori - ties. There are exemptions for listed companies and their subsidiaries. 4.3 Hurdles to Stakebuilding Subject to restrictions of ownership of shares contained in a BVI company’s memorandum and articles of association and the rules of the appli - cable stock exchange, there are no restrictions on stakebuilding. 4.4 Dealings in Derivatives Subject to the rules of the applicable stock exchange, there are no restrictions on dealings in derivatives. 4.5 Filing/Reporting Obligations Subject to the rules of the applicable stock exchange and any relevant competition authority with jurisdiction, there are no filing or reporting obligations for derivatives with respect to securi - ties disclosure and/or competition regulations as
a matter of BVI law. 4.6 Transparency
Subject to the rules of the applicable stock exchange, there is no requirement under BVI law for shareholders to make known the purpose of their acquisition and/or their intention regarding control of the BVI target company.
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