Bermuda: Guide To Listing On The Bermuda Stock Exchange (April 2012)

Last Updated: 4 May 2012
Article by Cameron Adderley

Most Read Contributor in Bermuda, September 2018

PREFACE

The Bermuda Stock Exchange (the "BSX") provides recognised facilities for the listing and trading of debt instruments and securities issued by companies and other forms of investment vehicles. Operating since 1971, the features of the BSX make for an attractive offshore securities market. Its recognition by the SEC and the UK Financial Services Authority, together with its own commercially sensible regulatory environment, make for a highly respectable institution that is distinctively able meet the needs of the offshore market. Being the world's first fully electronic offshore securities market is a factor which is particularly attractive to those in e-commerce and high-tech fields.

The BSX is regulated by the Bermuda Monetary Authority.

The structure of the BSX has been designed to differentiate it from other Exchanges. Its significant growth over the last several years is due in large part to the company's innovative and flexible approach. In addition to taking a leading role in what has become a world trend towards profitability and demutualisation, the Exchange has sought to create unique products and services for its niche offshore market. The BSX's "Mezzanine Market", a unique pre-IPO market listing for start-up, high growth potential, development stage companies has sought to create such an environment.

Unlike AIM in the UK or the European Neur Market, the BSX Mezzanine Market offers development stage companies the opportunity to list on a recognised international stock exchange without having to commit to a full IPO. This is due in large part to the fact that the BSX restricts Mezzanine Market investment to 'Qualified Investors'. This means that access is limited to intuitional and or sophisticated investors. Only in this way, can the BSX rely more on full disclosure than prescriptive regulations for investor protection purposes. The BSX's structure and approach are unique and its efficient and personalised approach continues to attract new issuers and promoters.

The BSX has a comprehensive regulatory regime (the "Regulations") which provides clear guidance on the listing process and continuing requirements of the exchange. The principal function of the BSX is to provide a fair, orderly and efficient market for the trading of securities issued by both domestic and international issuers. In addition, the BSX retains considerable discretion to impose addition requirements or special conditions. Conversely, the BSX may waive, modify or not require compliance with the listing regulations either generally or as to suit the circumstances of a particular case.

Appleby Securities (Bermuda) Ltd. is a full listing sponsor of the BSX, wholly owned by the Appleby Group, and can act as a sponsor for listing purposes. Appleby Securities (Bermuda) Ltd. working together with the Appleby (Bermuda) Limited law firm, are able to provide high quality cost effective professional services in all aspects of structuring and documenting debt and equity issues, from initial inception to public offerings and listings.

Bermuda is a truly leading offshore financial centre, with a sterling reputation. Located just seven hundred miles off the US eastern seaboard and less than seven hours by air from London, the Island is both geographically and legislatively independent and neutral, making it an ideal hub for international finance.

This client guide explains the wide international recognition enjoyed by the BSX, the process for listing on the BSX and the advantages of listing on the BSX.

It is recognised that this Guide will not completely answer detailed questions which clients and their advisers may have. It is intended to provide a sketch of the subject matter covered. The Guide is, therefore designed as a starting-point for a more detailed and comprehensive discussion of the issues.

1. INTERNATIONAL RECOGNITION

The BSX continues to attract international recognition.

As the world's largest offshore fully electronic securities market, it offers a diverse range of listing and trading opportunities for both international and domestic issuers of equity, debt, depository receipts, insurance securitization and derivative warrants.

Internationally recognised as an appealing venue for the listing of hedge funds, fixed income structures and investment fund structures. The BSX also operates a Mezzanine Market for early stage companies. All in all, the BSX provides a focus offering unique products for the offshore market, thus contributing to its growth and success.

The BSX describes itself as committed to meeting and exceeding international securities market standards. Since the late 1980's the introduction of a central securities depository and shorter settlement cycles have been universally acknowledged as the best way to reduce risk and make securities markets more efficient.

Another contributing factor to the Exchange's success is the BSX's 'light but effective' regulatory environment which makes it conducive to new and innovative product listings, especially 'institutional only' securities. The BSX is bound neither by European Union Listings Directive, nor United States Securities Exchange Commission (SEC) regulations.

As a full member of the World Federation of Exchanges, the BSX has been acknowledged by its peers to meet the highest regulatory and operational standards. Similarly the US Securities Exchange Commission recognises the BSX as a 'Designated Offshore Securities Exchange' (DOSM). The BSX also enjoys recognition by the Bermuda Monetary Authority, as a Recognised Investment Exchange and an Approved Stock Exchange; the London Stock Exchange, as a Registered Organisation and the IOSCO, as an Affiliate Member. BSX is also recognised as an approved Stock Exchange under Australia's Foreign Investment Funds (FIF) taxation rules, and in October, 2011, the Minister of Finance for Canada approved the addition of the Bermuda Stock Exchange to the list of designated exchanges under the Income Tax Act (Canada)

The BSX has also been approved by the UK's Financial Services Authority ("FSA") as a 'Designated Investment Exchange'. Many potential investors recognise this as a seal of approval from the FSA as to the effectiveness of the BSX's rules and its internal regulatory environment as well as the operation of the BSX, supervision, membership, price information, clearing and compliance arrangements.

As a designated investment exchange, FSA authorised firms are allowed to treat transactions on the BSX in much the same way as if they were trading on the UK's recognised investment exchanges.

As a consequence, investment by an FSA firm in a BSX listed security will now incur a significantly lower position risk requirement, which in turn reduces overall transaction costs. HM Revenue & Customs also lists the BSX as a Recognised Stock Exchange. BSX lists institutional funds under a "commercially sensible" regulatory environment that meets international standards. The BSX does not impose minimum capital requirements or investment restrictions (with the exception of disallowing a fund to take control of its underlying investments) and allows flexibility for hedge funds and the use of prime brokers.

Bermuda has earned a reputation as a world-class centre of commerce, featuring a business-friendly environment, a stable and growing economy, and an unmatched collection of talent and intellectual capital in key sectors, including insurance, financial services, and more recently, electronic commerce. In particular, Bermuda is a major international market for insurance and reinsurance. As at 31 December 2011, the BSX listed over $3billion in listed catastrophe bonds ("cat bonds") and other insurance linked securities ("ILS") on the exchange.

As of April 2012, the BSX's website reports that 31 ILS are listed on the exchange with a total value of US $3.838 billion. The BSX, together with the Bermuda Monetary Authority ("BMA") has been working hard to promote Bermuda as the main listing destination for ILS.

Of the 31 listed insurance linked securities on the BSX, 6 are securitization programs, 16 are notes issued under these programs, 7 are tranches of ILS notes issued as stand-alone securities and 2 are specialist exchange trade fund classes.

The momentum is driven largely by the BMA's revised regulations, which in late 2009 established a new designation for 'special-purpose insurers' (SPI) as part of its supervisory scheme. In April, 2012, the BMA reduced the annual fee for SPI's by nearly 50%. This has been a very positive step for SPI's setting up in Bermuda wanting to issue ILS such as catastrophe bonds, and the BSX have been able to offer them the option of listing these ILS on the exchange.

2. ADVANTAGES OF LISTING ON THE BSX

The key strengths of the BSX may be summarised as follows:

  • efficient, time sensitive and cost effective trading;
  • de-materialising shares through the Bermuda Securities Depository service ("BSD") removes the need for physical settlement;
  • listed Bermuda exempted companies enjoy free transferability of their shares;
  • responsive and approachable Market Authorities;
  • international standards of issuer regulations;
  • premier location;
  • meets highest regulatory and operational standards; and
  • investment funds may benefit from the "Launch and List" facility agreed between the BMA and the BSX whereby fund formation and listing approvals run concurrently.

3. SECURITIES LISTED ON THE BSX

The instruments which can be listed include:

  • shares, units or other interests in investment funds;
  • debt instruments;
  • equities;
  • insurance related securities;
  • derivative warrants; and
  • depository receipts.

4. PROCEDURE FOR LISTING COLLECTIVE INVESTMENT VEHICLES AND EQUITY

Section 1 of the BSX Listing Regulations applies to all proposed issuers. Due to the variety of Listing Regulations applicable to the different types of issuers mentioned, a detailed analysis is not provided. However a brief summary of the Listing Regulations that applies to all issuers is given. The first stage in the making of any application for admission to the Official List is the appointment of a Listing Sponsor. The applicant must have a sponsor at all times while making the application. Once listed, the sponsor ensures compliance with ongoing obligations. The BSX maintains a list of approved sponsors from which new applicants may find a Listing Sponsor, or alternatively a BSX Trading Member.

As a registered BSX Listing Sponsor Appleby Securities (Bermuda) Ltd. is able to sponsor the listing of all types of securities , other than Primary Equity listings which are co-sponsored with a BSX Trading Member). The listing procedure comprises four steps:

a. Satisfying Listing Conditions

Before a security is considered for admission to the Official List certain conditions must be met. These conditions are vetted by the sponsor.

The sponsor must make certain that all of the necessary documents required in support of the listing application are appropriately filed with the BSX and it is the duty of the Sponsor to communicate with the BSX during the listing application.

b. The Application for Listing

The applicant must submit certain documents to the BSX as required by the BSX Listing Rules.

The documentation that must be filed with the BSX are:

  • Formal letter of application;
  • Draft prospectus/Offering Memorandum;
  • Certificate of incorporation or equivalent;
  • Certified copy of issuer's constitution;
  • Audited annual report and accounts (for the last 3 years or since inception);
  • Certified copies of resolutions authorising issue of the securities;
  • Issuer's Undertaking to comply with its continuing obligations consequent on listing, together with equivalent directors' declarations and undertakings;
  • Copy of document of title to be used for the issue;
  • Certified copy of material documents referred to in the prospectus/Offering Memorandum.
  • Auditor's acceptance letter;
  • Listing sponsor's declaration; and
  • For Secondary Listings only - proof that a Primary Listing on a recognised exchange exists and is in good standing.

The prospectus must contain information that enables an investor to make an informed assessment of the activities, assets and liabilities, financial position, management and prospects of the issuer – as well as of its profits and losses and of the rights attaching to such securities. The regulations provide guidance on all the prospectus items.

The BSX Listing Regulations are available from your Listing Sponsor, or on the BSX website www.bsx.bm .

c. Approval

The BSX seek to respond within two business days with comments on each draft of the prospectus. The BSX guarantees response from the Listing Committee within seven business days once complete applications are submitted. In most cases the entire listing process can be completed within two weeks, from receipt of the final prospectus.

d. Listing

If the Listing Committee approves the application, the Listing Document is then filed and the securities are admitted to the Official List.

The BSX requires continuing obligations which include:

  • Prompt notification to BSX and shareholders of material events to allow them to evaluate the financial position of the issuer and to avoid the creation of a false market. Material events are circumstances that may be expected to affect market activity or the price of the listed securities;
  • Net Asset Value ("NAV") calculations (for funds);
  • Audited annual report and accounts, as well as preliminary results;
  • Copies of shareholder notices or circulars; and
  • Notification of any material changes to the constitution, change of name, change of directors.

The BSX also provides a facility for the secondary listing of a company's securities and funds which are already listed on one or more other recognised stock exchanges.

A secondary listing on the BSX may be obtained in respect of Securities that have a primary listing on a recognised exchange. To be eligible to be listed on the BSX, the issuer must be suitable for listing and will generally be required to meet the BSX's ongoing disclosure obligations (which are usually met by providing proof that the listing with the primary exchange is in good standing, and providing the BSX with copies of all filings made with the primary regulatory exchange, including, most importantly, recent financial statements).

5. PROCEDURE FOR LISTING DEBT SECURITIES

Debt securities are only eligible for listing provided they are fully negotiable and freely transferable. The Listing Regulations that apply in this area are streamlined and rely more on full disclosure than prescriptive regulations for investor protection purposes. This means that debt listings can be completed within a matter of days. The BSX seeks to respond within 48 hours with comments on each draft of the prospectus and the BSX Listing Committee responds within seven days once complete applications are submitted.

The BSX lists debt issuance programmes and securities (such as medium term notes or credit-linked notes), asset backed securities, convertible bonds, Specialist Debt Securities, Eurobonds, and other bonds which, by their nature are generally purchased by experienced investors. (See section 6 below for information about the listing of Insurance Securitization programs and securities).

In addition, the issuer of debt securities must either:

  • be a supranational body recognised by the BSX; or
  • be a government (or a government agency whose obligations are guaranteed by a government); or
  • be an exempted company incorporated in Bermuda with consolidated net tangible assets of at least $10 million; or
  • have a primary listing for its share capital on a recognised stock exchange; or
  • restrict investment in its listed debt securities to qualified investors in accordance with terms acceptable to the BSX.

For the duration of the listing, the issuers must maintain a paying agent either in Bermuda or another location agreed by the BSX. Debt securities must also be eligible for deposit in a recognized clearing and settlement system.

The applicant must submit certain documents to the BSX as required by the BSX Listing Regulations. The documents to be provided are the same as for the other collective investment vehicles above. The draft prospectus however must include the issuer's financial information and similarly be reviewed by the BSX. The prospectus must contain information that enables an investor to make an informed assessment of the issuer and securities.

The regulations provide guidance on the following prospectus items:

  • BSX standard disclaimer.
  • Summary of key aspects of the Issuer's constitution.
  • General information about the issuer, its advisors and other key service providers, and the prospectus.
  • Information about the securities as well as the terms and conditions of their issue and distribution.
  • General information about the group's activities.
  • Issuer's management.
  • Material contracts.
  • Provision of key documents for inspection by the public for a minimum of 10 working days.

As with all instruments listed on the BSX, there are continuing obligations. This information is similar to the obligations required for listing equities and will be available to debt issuers from their Listing Sponsor, or occasionally from the BSX itself. The debt issuer must maintain a paying agent in Bermuda, or another location agreed to by the BSX, for the duration of the listing. The debt securities must be eligible for deposit in a clearing and settlement system recognised for this purpose by the BSX.

BSX must be informed by Debt Securities Issuers in relation to changes in the terms of debt securities, decisions to pass interest payments, any purchase, redemption or cancellation of debt securities, important changes, proposed drawings, the closure of books and winding up or liquidation. If the issue carries conversion rights for, or a guarantee by, another company, adequate particulars must be available for that company. Listings for subsequent issues under a BSX-approved debt issuance program may be accomplished immediately by filing with a simplified "term sheet" consisting of the relevant basic information accompanied by a simple application letter referring to the program.

6. PROCEDURE FOR LISTING INSURANCE RELATED SECURITIES

The Bermuda Market

Bermuda is now the world's largest offshore insurance market. The intellectual capital driving this industry is centralized here and is creating global insurance solutions in and from Bermuda.

The convergence of the capital and insurance markets are greatly simplified in the offshore world. For example, in the USA there are separate regulatory bodies and statutes to regulate securities, commodities, and insurance products.

Innovative products which cross any of these boundaries require inordinate amounts of effort to develop and may end up not suiting the true needs of the issuer or the investor. In Bermuda, these obstacles are minimized.

Regulations

The BSX Insurance Related Securities Regulations pertain to any security, the value of which is related to an insured -- or insurable -- event or an act of god (such as cat bonds, CatePuts, and other insurance securitisations).

  • The issuer may be a SPV and, in the case of a securitisation program, may be listed prior to the issuance of any securities under the program.
  • The debt securities must be fully negotiable and freely transferable amongst investors who are authorized to subscribe or purchase such securities.
  • The issuer must restrict investment in its listed securities to Qualified Investors in a manner acceptable to the Exchange. This means, inter alia, that the securities may only be marketed to Qualified Investors and may only be traded on the Exchange between Qualified Investors.
  • The issuer must maintain a paying agent in a location agreed to by the BSX for the duration of the listing.
  • The insurance related securities must be eligible for deposit in a clearing and settlement system recognized for this purpose by the Exchange.

Application Procedures

The following materials must be filed with the BSX:

  • Formal letter of application and fees.
  • Draft prospectus/offering document.
  • Certificate of incorporation or equivalent.
  • Certified copy of issuer's constitution.
  • Audited annual report and accounts (2 years or since inception).
  • Auditor's acceptance letter.
  • Sponsor's declaration.
  • Certified copies of resolutions authorizing issue of the securities.
  • Issuer' s Undertaking.
  • Copy of document of title to be used for the issue.
  • Certified copy of material documents referred to in the prospectus, as well as a copy of the trust deed that secures or constitutes the debt securities.

The BSX has simplified the above listing process for subsequent issues of securities pursuant to an existing program already listed on the BSX, and the requirements are: a simple application letter; a term sheet for the new issue; confirmation that documents previously filed with the BSX in relation to the program are incorporated by reference and are still in force; and the relevant fees.

The Continuing Obligations are the same as for equities.

7. THE MEZZANINE MARKET

The BSX Mezzanine Market is intended to create an environment to allow growing e-commerce, high tech and development stage companies the opportunity to list at a much earlier stage than ordinary. In order to qualify it is not necessary to have a track record, market capitalisation, free float or profitability.

This market provides a form of 'listed private equity' that has the visibility and marketability of a publicly traded security without the need for a full blown IPO. Issuers on the Mezzanine Market have full exposure on Bloomberg and Reuters. Securities on the Mezzanine Market qualify as "listed", and are therefore usually more attractive to institutional investors outside of the U.S. (who may be limited in the amount they can invest in non-listed securities).

It is not the intention of the Mezzanine Market to function as a highly liquid market, but the listing does create the mechanism for trading. Certain institutional investors, who will want to have the means in place to implement any 'exit strategy' they create, may find this of significance.

The Mezzanine Market, however, is restricted to "Qualified Investors". An investor of this kind is one who is a suitably sophisticated and knowledgeable investor in accordance with the Regulations, and who has signed the BSX's qualified investor suitability declaration and fits one or more of the following criteria to be considered a qualified investor:

For individuals:

  • having an investment that is not less than $100,000; or
  • having an individual net worth including his/her spouse of at least $1,000,000; or
  • having annual income of in excess of $200,000, or joint income with his/her spouse in excess of $300,000.

For Private corporations and partnerships:

  • having an investment that is not less than $100,000; or
  • having net assets of not less than $5,000,000; or
  • all its equity owners/partners meet one or more of the qualified investor criteria described above.

Certain institutions are automatically considered qualified investors, including banks, stock brokers, insurance companies and investment advisers.

The Qualified Investor requirements may be waived at the discretion of the BSX for Bermuda domiciled exempted companies.

Appendix

Cost of Fees

LISTING FEES AND LEVIES – COLLECTIVE INVESTMENT VEHICLES

1. Initial fee

(1) In the case of an issue of units in a unit trust, shares in a mutual fund company or interests in a limited partnership, an initial, non-refundable listing fee of $2,000 per class shall be payable on the application for listing.

(2) In the case of an issue of units in a unit trust, shares in a mutual fund company or interests in a limited partnership, where the same vehicle or fund family issues and lists multiple vehicles or classes of securities simultaneously in one application, the following discounts will apply in respect of the initial, non-refundable listing fee payable:

Number of vehicles/classes: 3-15 16-20 over 20

Fee ($): 5,000 (fixed) 10,000 (fixed) 500 (per class)

(3) If the collective investment vehicle has a primary listing on another stock exchange which is recognised for this purpose by the Exchange (see Appendix 5) the initial fee shall be fifty percent (50%) of the standard rate.

(4) A new applicant shall pay the initial fee, in advance, at the same time as it submits its formal letter of application in accordance with Chapter 5.

2. Annual fee

(1) In addition to the initial listing fee, an annual fee of $2,500 shall be payable in advance for one class of securities which are listed on the Exchange, $4,000 for two classes of securities, $5,000 for three classes of securities, $6,000 for four classes of securities.

(2) In respect of the annual fee payable, where the same vehicle or fund family issues and lists multiple vehicles or classes of securities the following discounts will apply:

Number of vehicles/classes: 5-10 11-15 16-20 over 20

Fee ($): 5,000 (fixed) 7,500 (fixed) 10,000 (fixed) 500 (per class)

(3) The annual fee in respect of the first year shall be payable at the same time as the issuer submits its formal letter of application in accordance with Chapter 5 and thereafter shall be payable in advance within seven (7) business days of receiving an invoice from the Exchange.

3. Subsequent issue fee

(1) Where a closed-end mutual fund makes a subsequent issue of equity securities, a subsequent

issue fee shall be charged at the same rate as the initial fee.

(2) This charge does not apply to the issue of securities on the exercise of options, warrants or conversion rights under convertible securities, the grant or issue of which has been approved by the Exchange, or to a capitalisation issue, including the issue of securities under a scrip dividend scheme.

(3) An issuer shall pay any subsequent issue fees within seven (7) days of receiving invoice from the BSX.

LISTING FEES AND LEVIES – INSURANCE LINKED SECURITIES AND OTHER DEBT SECURITIES

1. Initial fee

(1) In the case of an issue of debt securities by a new applicant an initial, non-refundable listing fee of $2,500 shall be payable on the application for listing.

(2) A new applicant shall pay the initial fee, in advance, at the same time as it submits its formal letter of application in accordance with Chapter 5 of the BSX regulations

2. Subsequent issue fee

(1) In the case of a subsequent issue of debt securities by a listed issuer a subsequent, nonrefundable listing fee of $2,500 shall be payable on the application for listing.

(2) In the case of a subsequent issue of debt securities pursuant to a debt issuance programme approved by the Exchange a subsequent, non-refundable listing fee of $500 shall be payable on the application for listing.

(3) The subsequent issue fee shall be payable by the issuer, in advance, at the same time as it submits its formal letter of application or term sheet (as appropriate) in accordance with Chapter 5.

3. Annual fee

(1) In addition to the initial listing fee, an annual fee of $1,000 shall be payable in advance on each class of debt securities which are listed on the Exchange ($500 in respect of each subsequent issue of debt securities pursuant to a debt issuance programme approved by the Exchange).

(2) The annual fee in respect of the first year shall be payable at the same time as the issuer submits its formal letter of application in accordance with Chapter 5 and thereafter shall be payable in advance within seven (7) business days of receiving an invoice from the Exchange.

LISTING FEES AND LEVIES – PRIMARY AND SECONDARY INTERNATIONAL EQUITIES

1. Initial fee

(1) In the case of an application for listing of equity securities by a new applicant an initial, nonrefundable listing fee shall be payable on application for listing in accordance with the following scale:

(2) A new applicant shall pay the initial fee, in advance, at the same time as it submits its formal letter of application in accordance with Chapter 5.

2. Annual fee

(1) In addition to the initial listing fee, an annual fee shall be payable in advance on each class of securities which are listed on the Exchange, in accordance with the following scale:

(1) The annual fee in respect of the first year shall be payable at the same time as the issuer submits its formal letter of application in accordance with Chapter 5 and thereafter shall be billed on the anniversary of the approval of this listing and payable within seven (7) business days of receiving an invoice from the Exchange. 3. Subsequent issue fee (1) Where a listed issure makes a subsequent issue of equity securities, a subsequent issue fee shall be charged at the same rate as the initial fee.

(2) This charge does not apply to the issue of securities on the exercise of options, warrants or conversion rights under convertible securities, the grant or issue of which has been approved by the Exchange, or to a capitalisation issue including the issue of securities under a scrip dividend scheme.

(3) An issuer shall pay any subsequent issue fees within seven (7) business days of receiving an invoice from the Exchange.

4. New issue levy - The Mezzanine Market

(1) Where an issuer which is to be listed on the Mezzanine Market makes an offer of securities in conjunction with its initial listing, a new issue levy shall be payable to the Exchange by the issuer at the rate of 0.05% of the total consideration payable by a subscriber or purchaser for each security offered, subject to a maximum payable of $50,000.

(2) The issuer shall be entitled to charge the subscriber or purchaser (as the case may be) up to half of the levy payable in respect of the securities subscribed or purchased by them but in all cases the issuer shall be responsible for ensuring that the new issue levy is paid to the Exchange.

(3) The new issue levy shall be paid to the Exchange before trading on the Exchange commences in the elevant securities, in the manner specified by the Exchange from time to time.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.

Disclaimer

The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.

General

Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

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