JAMAICA Law and Practice Contributed by: Peter Goldson, Gina Phillipps Black, Hilary Reid and Simone Bowie Jones, Myers, Fletcher & Gordon
1. Trends 1.1 M&A Market
ed. Where the merger has been consummated, the FTC may request that the court declare the merger agreement void. In this case, the par - ties to the merger could be required to separate themselves or divest the areas that have anti- competitive effects on the market. 1.3 Key Industries The primary industries which have seen M&A activity in the past 12 months are tourism via hotel acquisitions, food manufacturing and dis - tribution, energy and gas and telecommunica - tions/technology. 2. Overview of Regulatory Field 2.1 Acquiring a Company Generally, companies are acquired by way of share purchase. In other instances, the pur - chaser will opt to acquire an asset of the target company. It is also common to acquire a busi - ness, by way of purchase, as a going concern. 2.2 Primary Regulators The FCA is the primary legislation that regulates anti-competitive activity in Jamaica and estab - lished the FTC. The primary regulators for M&A activity in Jamaica include the Jamaica Stock Exchange if it involves a listed entity, the Bank of Jamaica if it involves an entity regulated under the Banking Services Act or Microcredit Act, and the Financial Services Commission if the entity is regulated under the Securities Act, the Insurance Act, the Pensions (Superannuation Funds and Retirement Schemes) Act or the Trust and Cor - porate Services Providers Act. Depending on the industry in which the target operates or licences that may be held by the target, other regulators may be involved.
The M&A market in Jamaica continued to be very active. Specifically, with respect to compa - nies listed on the Jamaica Stock Exchange there have been acquisitions by listed companies, increases in existing shareholding and expan - sion of markets in and outside Jamaica. 1.2 Key Trends Political and economic uncertainties, fears of a global recession and of higher interest rates continued. However, there have been positive indicators that suggest that there will be several M&A transactions in 2025. While M&A activity can generally take the form of a share or asset acquisition, in the last 12 months it appears that most M&A activity has taken the form of an acquisition of the shares in a subsidiary, reversing the position in the prior year when most acquisitions involved the acquisition of all assets or a major asset of the target com - pany. These M&A transactions included those carried out by Jamaican companies, on targets located both in Jamaica and overseas as well as those carried out by overseas companies with the target company being a Jamaican company. While the Fair Competition Act (FCA) does not require companies to obtain pre-merger notifi - cation from the Fair Trading Commission (FTC), and there is no notification threshold, it has become common practice for parties to the transaction to approach the FTC for its approv - al or no-objection prior to entering into or con - cluding an M&A, so as to reduce any risk of an adverse finding by the FTC. If the FTC finds that a merger lessens competition substantially in a market, it may seek an interim injunctive order to prohibit the transaction from being complet -
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