Changes to Bermuda’s Prospectus Filing Requirements
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Jeremy’s practice focuses on corporate finance, mergers and acquisitions, corporate reorganisations and restructurings, banking and international real estate finance, structured finance, as well as regulatory and legislative compliance.
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Recent statutory amendments, introduced by the Companies Amendment Act 2013, mean that Bermuda companies listed on appointed stock exchanges are no longer required to file prospectuses in Bermuda.
Previously, a Bermuda company listed on an appointed stock exchange (which covers many of the world’s major stock exchanges) had to file with the Registrar of Companies in Bermuda a copy, signed by or on behalf of all directors of the company, of any prospectus that had to be filed under the rules of that stock exchange (or pursuant to the rules of the relevant regulator in such jurisdiction). The legislation now in effect abolishes the requirement to also file such prospectus in Bermuda.
Furthermore, where the rules of the stock exchange (or of the relevant regulator in such jurisdiction) do not require publication and filing of a prospectus at all, there is no requirement to file anything in Bermuda either.
The purpose of the amendment is to avoid duplication of regulation and increase the ease of doing business for those seeking to use Bermudian entities to list on the leading stock exchanges around the world. Provided that a listed Bermuda company complies with the requirements of the exchange on which its shares are listed, it no longer needs to be concerned with Bermuda’s prospectus filing requirements set out in the Companies Act. The avowed reason for such change was to remove “demonstrable inefficiencies in the administration of companies”. Such amendment is the latest in a continuing process of revisions to Bermuda corporate law that seek to keep the solid foundations that have served the jurisdiction well for so long, whilst exhibiting renewed flexibility in adapting to the changing demands of international business.