M&A deals in the Cayman Islands can be structured through various types of transactions. These include asset and share purchases, squeeze-outs (which can be effected with over 90% control), mergers, consolidations and schemes of arrangement with mergers and consolidations being the most common methods used.

This article seeks to provide a high-level summary of the merger and consolidation procedure under Cayman Islands law. Mergers and consolidations versus a scheme of arrangement The merger and consolidation provisions of the Companies Law (2011 Revision) (Companies Law) provide an efficient method of effecting a merger or consolidation (Merger Procedure) without the need for the approval of the Cayman Islands Court (Court).

Before amendments to the Companies Law in 2009, a Court approved scheme of arrangement was the only method by which two or more companies could combine under Cayman Islands law. Schemes of arrangement are still used in the Cayman Islands, although these tend to be the preserve of more complex business restructurings. The Merger Procedure allows for a simpler and more cost effective means by which companies can merge or consolidate.

The advantages of the Merger Procedure include that:

The approval of the Court is not required.

The timing for a merger or consolidation is generally shorter than for a scheme of arrangement.

While shareholders do have certain rights of dissent and appraisal under the Merger Procedure, these rights will not delay or impede the merger or consolidation arrangements.




Cayman Islands

Twitter LinkedIn Email Save as PDF
More Publications
27 Oct 2021 |

We hope this registers! A summary of Cayman corporate and partnership registers in a finance transaction.

Because we know that it can be a little befuddling, Appleby has set out a guide to the various Cayma...

7 Oct 2021 |

Regulatory Round-Up: Cayman Islands Q3 2021

Appleby Cayman’s Our latest Regulatory updates for the Cayman Islands up to Q3 2021.

13 Sep 2021 |

Loans & Secured Financing in the Cayman Islands 2021

First published in Getting the Deal Through 2021. This practice guide provides topical analysis of L...

Contributors: Alexandra Simpson
21 May 2021 |

2021 - A Jekyll and Hyde Year for SPACs

In this article we offer our views on why this has happened and look ahead to the future for SPACs a...

Contributors: Dean Bennett
13 May 2021 |

The 2021 Cayman Islands Real Estate Guide

The Real Estate 2021 guide provides the latest legal information on the impact of disruptive technol...

Contributors: Norman Klein
13 May 2021 |

British Virgin Islands: Mergers & Acquisitions Comparative Guide

This country-specific Q&A provides an overview to Mergers & Acquisitions laws and regulati...

Contributors: Brittany Cummings
13 May 2021 |

Cayman Islands: Mergers & Acquisitions Comparative Guide

This country-specific Q&A provides an overview to Mergers & Acquisitions laws and regulati...

Contributors: Dean Bennett, Vance Power
15 Apr 2021 |

6 months on: Temporary relocation and residency by investment continues to increase in popularity

Six months on from the new digital nomad programmes, did the predicted upward trend reflect the real...

25 Mar 2021 |

Full Steam Ahead at the Jersey Ships Registry

Against a backdrop of uncertainty surrounding Brexit and the difficulties created by the global pand...

24 Mar 2021 |

Economic Substance update Q1 2021

Economic Substance update Q1 2021