Navigating the Bermuda regulatory
landscape for M&A
Article first published in Law 360, March 2016
In our Bermuda merger and acquisition series, we have discussed how acquisitions have been effected in Bermuda, the considerations a board of directors must have in the context of business combinations and acquisitions (particularly with reference to fiduciary duties) and the related deal protection mechanisms that are often put in place in Bermuda. These have identified some of the key issues that have manifested themselves during the past two years of unprecedented M&A activity in the Bermuda marketplace. Given that many of the largest deals we have advised upon have been in the (re)insurance space, the fourth and final part of this series focuses on the Bermuda regulatory landscape. It should be noted that, in general, Bermuda’s regulators, such as the Bermuda Monetary Authority (BMA) are commercially minded, and well-disposed to new players in the market, provided that such persons are fit and proper.
Statutory Consents and Approvals
There are a number of statutory consents and approvals required under Bermuda law on a business combination or straight purchase of shares. Exchange Control consent, material change and change-of-control consents are required for entities licensed by the BMA, including, insurers under the Insurance Act 1978, as amended, banks under the Banks and Deposit Companies Act 1999 and investment businesses under the Investment Business Act 2003, as amended (IBA). For the purposes of this article, we have focused predominately on the Insurance Act and the Investment Business Act.