JAMAICA Law and Practice Contributed by: Peter Goldson, Gina Phillipps Black, Hilary Reid and Simone Bowie Jones, Myers, Fletcher & Gordon
10.3 “Broken-Deal” Disputes It is not common for broken-deal disputes to arise in those deals which are publicly disclosed.
sive measures. The directors must act in the best interests of the company. 9.5 Directors’ Ability to “Just Say No” Directors cannot “just say no” to an offer or, oth - erwise, they might find themselves sued for der - eliction of duty. Pursuant to the Take-over Rules under the Securities Regulations, and the JSE Rules, when any firm intention to make an offer is notified to the board of directors from a seri - ous source (irrespective of whether the board views the offer favourably or otherwise) the shareholders must be informed without delay by press notice. Directors of an offeree com - pany must also indicate their recommendation of acceptance or rejection of an offer. Litigation is not prevalent in connection with M&A deals in Jamaica. However, there have been a few instances where the minority shareholders bring oppression actions against majority share - holders or where the regulators have intervened. 10.2 Stage of Deal In the rare instances when litigation action is brought it is most commonly brought prior to closing and may seek injunctions to prevent or hamper closing. 10. Litigation 10.1 Frequency of Litigation
11. Activism 11.1 Shareholder Activism
Shareholder activism, in the view of the authors, is not an important force in Jamaica, albeit com - panies strive to avoid reputational damage by negative reports in the media by or on behalf of shareholder interests. 11.2 Aims of Activists The authors have not seen activists seeking to encourage companies to enter into M&A trans - actions, spin-offs or major divestitures. 11.3 Interference With Completion The authors have not seen activists seeking to interfere with the completion of announced transactions in Jamaica, except in the rare cases of shareholder objections to M&A transactions being carried out by way of schemes of arrange - ment.
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