Guernsey Company Law is no longer tacit on takeovers. Roger Le Tissier reports
Before 1 July 2008, Guernsey Company Law was silent in respect of takeovers. The new law, however, introduces provisions which will be of potential interest to targets and offerors alike. The Companies () Law 2008, Pt XVIII ss 335–340 sets out the entire statutory provisions relating to takeover sand applies where a scheme or contract involves the transfer of shares or any class of shares in an offeree company to any person. The principle is not unfamiliar in relation to other companies’ laws and provides sweep up provisions, where 90% of shareholders accept an offer. Practically speaking, if, within four months after the date of making an offer in respect of a scheme or contract, the offer is approved by shareholders comprising 90% in value of the shares affected, the offeror may, within two months after the expiration of those four months, give notice to any dissenting shareholder that it desires to acquire his shares. In calculating the 90% threshold, any shares held as treasury shares are to be excluded.
