CAYMAN ISLANDS Law and Practice Contributed by: Shari Seymour, Kerry Ann Phillips and Michael Lockwood, Maples Group
4.4 Dealings in Derivatives Dealings in derivatives are allowed in the Cay - man Islands. 4.5 Filing/Reporting Obligations There are no securities disclosure or competi - tion laws in the Cayman Islands, so there are no filing/reporting obligations in relation to deriva - tives. 4.6 Transparency Under Cayman Islands law, there is generally no requirement for shareholders to make known the purpose of their acquisition and their intention regarding control of a company; see 4.2 Material Shareholding Disclosure Threshold . That being said, in the case of an entity listed on the CSX, the CSX Code on Takeovers and Merg - ers and Rules Governing Substantial Acquisi - tions of Shares (which prescribe certain rules relating to disclosure in the offer documents of the intentions of the offeror) may apply; see 2.2 Primary Regulators . 5. Negotiation Phase 5.1 Requirement to Disclose a Deal There is generally no requirement under Cayman Islands law for a target company to publicly dis - close a deal. However, in the case of a target listed on the CSX, an announcement of a firm intention to make an offer must be made in the following circumstances: • when the board of the target has been noti - fied in writing of a firm intention to make an offer from a serious source, irrespective of the attitude of the board to the offer; or • immediately upon an acquisition of shares that gives rise to an obligation to make a
ent/subsidiary mergers is under appeal to the Privy Council in In Re Changyou.
4. Stakebuilding 4.1 Principal Stakebuilding Strategies Stakebuilding is not a common or customary procedure in the context of M&A transactions involving Cayman Islands entities. 4.2 Material Shareholding Disclosure Threshold There are no material shareholding disclosure thresholds under Cayman Islands law, although Cayman Islands entities may be subject to onshore disclosure and reporting obligations (if, for example, their shares are listed on a foreign stock exchange). Unless a company falls within an exemption, it is required to take reasonable steps to identify its beneficial owners and certain intermediate hold - ing companies prescribed in the Companies Act, and to maintain a beneficial ownership register at its registered office in the Cayman Islands with a licensed and regulated corporate service pro - vider. Under existing Cayman Islands laws, the information contained in a beneficial ownership There are no stakebuilding rules applicable under Cayman Islands law; see 4.1 Principal Stakebuilding Strategies . Cayman Islands entities can generally provide for disclosure and reporting thresholds in their constitutional documents. register is not publicly available. 4.3 Hurdles to Stakebuilding
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