BRITISH VIRGIN ISLANDS Law and Practice Contributed by: Matthew Cowman, Alex Drysdale, Rosalind Nicholson and Omonike Robinson-Pickering, Walkers
7.4 Transaction Documents There is no legal requirement under BVI law to disclose any transaction documents; this will be driven by the rules of the applicable stock exchange.
subsidiary company. A subsidiary company for this purpose is a company where at least 90% of the outstanding shares of each class of shares is owned by the parent and, as such, the mechanism would not be particularly useful as a squeeze-out tool over and above the dedicated squeeze-out provisions. 6.11 Irrevocable Commitments Irrevocable voting undertakings are often required in transactions where there is a share - holder who holds a significant portion of the total issued share capital of the target. Where there are significant shareholders involved, discus - sions will often start early on in the transaction to ensure they are supportive of the deal. Such commitments are typically irrevocable and the terms would be subject to negotiation (and may include a right to terminate if a superior proposal is received).
8. Duties of Directors 8.1 Principal Directors’ Duties
Directors of BVI companies are subject to direc - tors’ duties under the Act and at common law and in equity. The principal duties of a director of a BVI company include: • to act honestly, in good faith and in what the director believes to be the best interests of the company; and • to exercise his or her powers as a director for a proper purpose. The Act allows a company’s constitutional docu - ments to modify these duties to permit a direc - tor to act in the best interests of the company’s parent or a shareholder in some circumstances, including where it is a wholly owned subsidiary and where it is carrying out a joint venture. 8.2 Special or Ad Hoc Committees Pursuant to the Act and subject to the Memoran - dum and Articles of Association of a BVI com - pany, a director of a company who is interested in a transaction may: • vote on a matter relating to the transaction; • attend a meeting of directors at which a mat - ter relating to the transaction arises and be included among the directors present at the meeting for the purposes of a quorum; and • sign a document on behalf of a company, or do any other thing in his or her capacity as a director that relates to the transaction.
7. Disclosure 7.1 Making a Bid Public
There is no legal requirement to make a bid pub - lic under BVI law; this will be driven by the rules
of the applicable stock exchange. 7.2 Type of Disclosure Required
BVI law does not prescribe any disclosure requirements with respect to the issuance of shares. 7.3 Producing Financial Statements There is no requirement under BVI law to pro - duce financial statements (pro forma or other - wise), nor for such statements to be prepared in a required form.
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