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Bermuda Companies Act

Conyers

The Duties of Independent Directors in Amalgamations and Mergers

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This article is the second of a three-part series analysing the decision of Justice Martin in Glendina Pty Limited & Ors v NKWE Platinum Ltd (2025) SC (Bda) 15 Civ – the first “fair value” appraisal claim under section 106...more

Conyers

Dividends out of Share Premium: A Brief Refresher

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As Hong Kong listed Bermuda and Cayman Islands exempted companies approach their annual results season, many may be considering paying their shareholders a dividend, whether due to a profitable financial year or as a gesture...more

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“Fair Value” In Appraisal Actions Under The Companies Act 1981 S 106(6)

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On 4 February 2025, Martin J handed down judgment in Glendina Pty Limited & Ors v NKWE Platinum Ltd (2025) SC (Bda) 15 Civ. It is the first “fair value” appraisal claim on a merger or amalgamation under the Companies Act 1981...more

Conyers

Bermuda – Economic Substance Declaration Filings – May 2024 Alert

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The Economic Substance Act 2018 (the “Act”)1 requires Bermuda-based entities that are carrying on a “relevant activity” in a relevant financial period and entities claiming “non-resident entity” status under the Act to file...more

Walkers

Shareholder rights plans in Bermuda

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In recent years, the global markets (predominantly in the US) have experienced a significant surge in hostile takeovers, largely due to the COVID 19 pandemic, which impacted public companies' equity values and ultimately...more

Conyers

Directors in the Firing Line

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While those running companies may be aware of the numerous management and accounting breaches that can give rise to civil liability, there is generally less recognition of the possibility that breaches can also give rise to...more

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Bermuda Philanthropic Structures Continue to Grow in Popularity

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With its well-respected regulatory regime and highly regarded professional services industry, Bermuda continues to be an ideal location for the creation of an international philanthropic or charitable structure. Companies and...more

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Important Takeaways for Bondholders: Do They Have Rights as Contingent Creditors?

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The Cayman Islands Grand Court recently delivered its judgment in Re Shinsun Holdings (Group) Co., Ltd. FSD 192 of 2022 (DDJ) (21 April 2023) (unreported) (the “Shinsun Judgment”) in which the court determined the ultimate...more

Conyers

Bermuda – Economic Substance Declaration Filings – June 2023 Alert

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The Economic Substance Act 2018 (the “Act”) requires Bermuda-based entities that are carrying on a “relevant activity” in a relevant financial period and entities claiming “non-resident entity” status under the Act to file an...more

Conyers

Bermuda Regulatory Outlook 2023

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An old adage says that the only things in life that are certain are death and taxes. We think regulatory changes can surely be added to that list. A number of regulatory updates will affect Bermuda entities this year, and we...more

Conyers

Bermuda Economic Substance Declaration Filings—February 2023 Alert

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The Economic Substance Act 2018 (the “Act”) requires Bermuda-based entities that are carrying on a “relevant activity” in a relevant financial period and entities claiming “non-resident entity” status under the Act to file an...more

Conyers

Norway Bulletin 2022

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Market Update - We are pleased to bring you the Conyers 2022 Norway Bulletin. Our annual publication underscores the importance of the Norwegian market to our Bermuda corporate practice....more

Conyers

Going it Alone

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On 12 November 2021, the Supreme Court of Bermuda issued its written judgment in NKWE Platinum Limited v (1) Glendina Pty Limited and Ors (2) Genorah Resources (Pty) Limited. The Court’s ruling both provides helpful...more

Conyers

Euronext Growth Oslo Appointed as an ‘Appointed Stock Exchange’ in Bermuda

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Euronext Growth Oslo has been appointed an ‘appointed stock exchange’ for the purposes of the Companies Act 1981 of Bermuda (the “Companies Act”). The order making the appointment was signed by the Minister of Finance on 7...more

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Innovation and Evolution

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The Bermuda Monetary Authority (BMA) has moved to place emphasis on innovation, with legislation being introduced to promote innovation across the insurance sector. In mid-2018, changes to the Insurance Act 1978...more

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