Cains’ Corporate and Commercial team is delighted to have contributed the Isle of Man chapter of the recently launched The International Comparative Legal Guide (ICLG) to: Mergers & Acquisitions 2020, a leading publication which provides practical cross-border insight into mergers and acquisitions laws and regulations.
The Isle of Man chapter on Mergers & Acquisitions was first published in the ICLG to Mergers & Acquisitions, 14th Edition. Tristan Head and Scott Leonard-Morgan joined top ranking lawyers from across 56 jurisdictions for this publication, offering a high-level overview of key issues in Isle of Man M&A laws and regulations, including target defences, bidder protection and the mechanics of acquisitions.
The ICLG series provides a practical insight for general counsel, government agencies and private practice lawyers, keeping them abreast of law and policy globally.
To read the Isle of Man chapter online click here or to download a pdf version click here.
Below is a short excerpt from the guide.
Mergers & Acquisitions 2020
What regulates M&A?
The Isle of Man has two corporate law regimes: one provided by the Companies Acts 1931 to 2004 (the “Companies Acts”); and the other provided by the Companies Act 2006 (the “2006 Act”). The Companies Acts are based, to a large extent, on English company law whilst the 2006 Act follows the international business company model available in a number of other offshore jurisdictions.
Companies incorporated under the 2006 Act are governed solely by its provisions and (save in relation to liquidation and receivership) are not subject to the provisions of the Companies Acts. Equally, present and future companies incorporated under the Companies Acts are not subject to or affected by the terms of the 2006 Act. The Isle of Man does not have its own takeover code.
However, the UK Takeover Code applies to offers for the following types of Isle of Man companies:
(a) companies whose securities are admitted to trading on a regulated market or a multilateral trading facility in the United Kingdom or on any stock exchange in the Channel Islands or the Isle of Man;
(b) public companies (incorporated under the Companies Acts), other than companies falling within (a) above, who are considered by the UK Takeover Code Panel to have their place of central management and control in the United Kingdom, the Channel Islands or the Isle of Man; or
(c) companies incorporated under the 2006 Act, other than companies falling within (a) above, and private companies incorporated under the Companies Acts which are considered by the Panel to have their place of central management and control in the United Kingdom, the Channel Islands or the Isle of Man, provided that:
(i) any of their securities have been admitted to trading on a regulated market or a multilateral trading facility in the United Kingdom or on any stock exchange in the Channel Islands or the Isle of Man at any time during the 10 years prior to the relevant date;
(ii) dealings and/or prices at which persons were willing to deal in any of their securities have been published on a regular basis for a continuous period of at least six months in the 10 years prior to the relevant date, whether via a newspaper, electronic price quotation system or otherwise;
(iii) any of their securities have been subject to a marketing arrangement as described in section 693(3)(b) of the UK Companies Act 2006 at any time during the 10 years prior to the relevant date; or
(iv) they have filed a prospectus for the offer, admission to trading or issue of securities with the registrar of companies or any other relevant authority in the United Kingdom, the Channel Islands or the Isle of Man (but in the case of any other such authority only if the filing is on a public record) at any time during the 10 years prior to the relevant date.
