British Virgin Islands: Mergers & Acquisitions 2017: BVI

Last Updated: 16 March 2017
Article by Richard May and Matthew Gilbert

1 RELEVANT AUTHORITIES AND LEGISLATION

1.1 What regulates M&A?

The primary sources of regulation of M&A in the British Virgin Islands are the Business Companies Act, 2004 (the "Companies Act") and common law.

Part IX of the Companies Act facilitates mergers and consolidations between one or more companies, provided that at least one constituent company is a British Virgin Islands company. In addition:

  • mergers and reconstructions by way of a plan of arrangement or a scheme of arrangement approved by the requisite majorities of shareholders and/or creditors and by an order of the British Virgin Islands court under section 177 or section 179A, respectively, of the Companies Act are available for complex mergers; and
  • section 176 of the Companies Act provides a limited minority squeeze-out procedure.

The British Virgin Islands does not have a prescriptive set of legal principles specifically relevant to "going private" and other acquisition transactions (unlike other jurisdictions such as, for example, Delaware). Rather, broad common law and fiduciary principles will apply.

1.2 Are there different rules for different types of company?

There are no specific statutes or government regulation concerning the conduct of M&A transactions. Whilst the British Virgin Islands does not have a Stock Exchange, the shares or other securities of many British Virgin Islands companies are listed on the major international Stock Exchanges, and the rules of the relevant Exchange will need to be considered. The usual requirement under the Companies Act for shares to be transferred by way of a written instrument is disapplied (subject to the company's memorandum and articles of association) for shares listed on a recognised Exchange, if the transfer is carried out in accordance with the laws, rules, procedures and other requirements applicable to shares registered on the Exchange.

1.3 Are there special rules for foreign buyers?

There are no foreign investment restrictions or exchange control legislation in the British Virgin Islands; however, any company with an established physical presence in the British Virgin Islands must be structured and licensed in accordance with local laws, including with respect to ownership. Any company engaging in business locally (i.e. in the British Virgin Islands) is required to be licensed under the Business Professions & Trade Licenses Act, 1990 or the applicable financial services legislation. However, foreign investment, if considered beneficial to the British Virgin Islands' economy, is generally encouraged, and the British Virgin Islands government is considering introducing further incentives, including a special economic zone.

1.4 Are there any special sector-related rules?

There are change-of-control rules applicable to entities regulated by the British Virgin Islands Financial Services Commission under the relevant financial services legislation, including for example the Banks and Trust Companies Act, 1990 as amended and the Insurance Act, 2008 as amended.

1.5 What are the principal sources of liability?

Pursuant to section 120 of the Companies Act, a director of a British Virgin Islands must act honestly, in good faith and in what the director believes to be in the best interests of the company. In addition, at common law, the directors of British Virgin Islands companies owe fiduciary duties (generally described as being those of loyalty, honesty and good faith) to the company. Whilst it is common for directors of British Virgin Islands companies to be indemnified for certain breaches of this duty, pursuant to section 132 of the Companies Act, a company may not indemnify a director unless they have acted honestly, in good faith and in what they believed to be in the best interests of the company, and in the case of criminal proceedings, they had no reasonable cause to believe their conduct was unlawful.

To the extent that consent to a merger or acquisition is procured via an information memorandum or proxy statement, civil liability in tort may arise for negligent misstatement or fraudulent misrepresentation. Part II of the Securities and Investment Business Act, 2010 as amended ("Part II") will provide for rights to compensation for false or misleading advertisements of prospectuses; however, Part II is not in force.

The Insolvency Act, 2003 as amended provides a liquidator with the ability to challenge certain defined voidable transactions, including transactions at an undervalue or made with the effect of preferring a creditor.

2 MECHANICS OF ACQUISITION

2.1  What alternative means of acquisition are there?

The statutory merger regime is a longstanding feature of British Virgin Islands company law, and statutory merger is by far the most common method of structuring a complex acquisition or business combination. In certain cases, however, the statutory merger regime may not be suitable, and the traditional options, such as contractual equity or asset acquisition, remain. The threshold for a statutory merger (subject to the relevant constitutional documents of the company) requires only board approval and a shareholder resolution passed in accordance with the articles of association (typically, a simple majority of those shareholders attending and voting at the relevant meeting or by way of written resolution passed by shareholders with a majority of the voting rights). Dissenters to a merger have the right to be paid in cash the fair value of their shares as agreed with the company or, if agreement cannot be reached within the statutory timeframe, as appraised by independent appraisers pursuant to section 179 of the Companies Act. This can be a factor where the offer involves a share-for-share swap as opposed to a cash buy-out, or where the bidder anticipates issues with minority shareholders.

Plans of arrangement under section 177 of the Companies Act and schemes of arrangement under section 179A of the Companies Act are appropriate in certain circumstances. A scheme or plan of arrangement transaction will involve the production of a circular, typically a detailed disclosure document which must provide stakeholders with all information required to make an informed decision on the merits of the proposed arrangement. The principal benefit of a scheme is that if all the necessary majorities are obtained, hurdles are cleared and the court approves the scheme, then the terms of the scheme become binding on all members of the relevant class(es) of shareholders or creditors, whether or not they (a) received notice of the scheme, (b) voted at the meeting, (c) voted for or against the scheme, and (d) changed their minds afterwards. The consents for approval of a plan of arrangement under section 177 may be determined by the court and are therefore less rigid than the prescribed majorities required for a scheme of arrangement under section 179A. However, it should be noted that the court may order that dissenters' rights apply to a plan of arrangement but not to a scheme of arrangement.

In a tender offer, private contractual acquisition or public takeover, where control of the majority of the voting equity is required, the statutory squeeze-out remains available where the relevant statutory thresholds are met. Where a bidder has acquired 90% or more of the voting shares in a British Virgin Islands company, it can direct the company to acquire the shares of the remaining minority shareholders and thereby become the sole shareholder. Such a "squeeze-out" requires the acceptance of the offer by holders of no less than 90% of the voting shares in the company (including the holders of no less than 90% of the shares in each class entitled to vote as a class). Dissenters have the right to object to the acquisition and to receive the agreed or appraised fair value of their shares. Contractual asset acquisitions, where the target ceases doing business and is liquidated after the consummation of the sale, are uncommon given the flexibility and ease of use of the statutory merger regime, but remain a useful option.

2.2 What advisers do the parties need?

Parties should engage British Virgin Islands counsel alongside their usual legal advisers. Generally, auditors, tax and financial advisers are also involved in deal structuring.

2.3 How long does it take?

Depending on the complexity of the transaction, the structure and regulatory status of the target and the method employed, it can take anywhere from a matter of weeks to a number of months. For example, straightforward mergers of British Virgin Islands companies, where the shareholder base is relatively limited and there is no applicable public listing, may be accomplished in a few weeks. Where the target company is listed or the merger is a crossborder transaction, a longer deal time is required. Schemes of arrangements can run for many months depending on their complexity and given the requirements for court approval, as can complex take-private transactions.

2.4 What are the main hurdles?

A statutory merger, the disposal by a company of a majority of its assets, a squeeze-out transaction and (if ordered by the court) a plan of arrangement can provide for certain dissenters' rights which, in each case, essentially provide for dissenting shareholders to be paid in cash the fair value for their shares as agreed with the company or, if agreement cannot be reached in the statutory timeframe, as independently appraised.

For schemes of arrangement, no dissenters' rights apply; however, the key challenge is achieving the high approval majorities required of each class of shareholder.

2.5 How much flexibility is there over deal terms and price?

Parties are generally free to contract as they wish as to terms and price, subject to the directors of a British Virgin Islands company discharging their statutory and fiduciary duties, including the duty to act bona fide in the best interests of the company.

2.6 What differences are there between offering cash and other consideration?

Again, parties are generally free to contract as they wish as to terms and price. However, in the context of a statutory merger, where dissenters have the right to be paid in cash the fair value of their shares, a share-for-share deal may add complexity.

2.7 Do the same terms have to be offered to all shareholders?

Where an acquisition is structured by way of a statutory merger or scheme of arrangement, differing consideration can be paid to shareholders. For tender offers utilising a statutory squeeze-out, the same "offer" must be made to all shareholders.

2.8 Are there obligations to purchase other classes of target securities?

There are no statutory or common law obligations to purchase other classes of target securities.

2.9 Are there any limits on agreeing terms with employees?

There are no such limits applicable under British Virgin Islands law, save in the context of a business acquisition, to which the Labour Code, 2010 as amended may apply with regard to employees in the British Virgin Islands.

2.10 What role do employees, pension trustees and other stakeholders play?

Aside from a general consideration with respect to the relevant employment contracts, there are no employee or pension-specific provisions applicable to a statutory merger, save that where the surviving company is a British Virgin Islands company, it shall be liable for and subject to, in the same manner as the constituent companies, all contracts, obligations, claims, debts and liabilities of each of the constituent companies, including any employment liabilities.

For a scheme of arrangement, there are no specific employee or pension-specific provisions applicable, but where the rights of creditors are to be affected, the consent of the requisite majority will be required.

Employee, pension or creditor consideration will not be relevant to a tender offer or statutory squeeze-out or to an asset acquisition, save to the extent there are employees in the British Virgin Islands.

2.11 What documentation is needed?

Whilst not strictly prescribed by the Companies Act, any complex merger will require some form of disclosure statement, whether or not required by applicable listing rules or regulation in the jurisdiction in which the company operates or has a listing. The Companies Act requires each constituent company to enter into a written plan of merger, setting out certain prescribed information. For more complex transactions, this is usually accompanied by a long-form merger or framework agreement.

For schemes or plans of arrangement, alongside the applicable court documents, the scheme or plan circular must be provided to the scheme or plan participants, including sufficient information in order to allow them to make an informed decision in relation to the merits of the proposed arrangement.

For a tender offer, there is no British Virgin Islands prescribed documentation, but again relevant jurisdictional listing rules or regulation may be applicable. For a statutory squeeze-out, the Companies Act requires notice be given to dissenting shareholders. For an asset acquisition, there are no specific documentation requirements, and the parties are free to contract as they see fit.

2.12 Are there any special disclosure requirements?

For schemes or plans of arrangement, the scheme or plan circular must be provided to the scheme or plan participants and must include sufficient information in order to allow them to make an informed decision in relation to the merits of the proposed arrangement. For statutory mergers, the plan of merger must contain certain limited prescribed information and be approved by the board and a resolution of the shareholders of each British Virgin Islands constituent company.

2.13 What are the key costs?

The key costs will be service provider fees. Government filing fees will generally be minimal, and no stamp duty is payable on documents entered into by a British Virgin Islands company, provided that it does not hold an interest in land in the British Virgin Islands.

2.14 What consents are needed?

Other than as set out at question 1.4 above and absent any contractual consents required, there are generally no authorisations, consents, approvals, licences, validations or exemptions that are required by law from any governmental authorities or agencies or other official bodies in the British Virgin Islands in connection with merger and acquisition transactions.

The substantive merger documents are required to be filed with the Registrar of Corporate Affairs and, upon the satisfaction of the statutory requirements, the plan of merger shall be registered. A scheme of arrangement is subject to the sanction of the court, although the court's principal role in the scheme is to ensure procedural fairness and not to assess the commercial benefits of the proposal. Any shareholders or creditors who object to the scheme are entitled to attend the relevant court hearing to object – however, an objection solely on the grounds that it is a "bad deal" commercially is usually unlikely to succeed if the scheme has the support of the requisite majorities.

The court will determine the appropriate consents (if any) required to a plan of arrangement.

2.15 What levels of approval or acceptance are needed?

Absent any special thresholds or consent required by the constitutional documents of a British Virgin Islands company, or by contract, and the consents discussed at question 1.4 above, for a statutory merger, both board approval and shareholder approval (generally a simple majority of those attending and voting at the relevant meeting) are required.

A scheme of arrangement will require the requisite approval of each of the relevant class(es) of shareholders or creditors whose rights are to be subject to the scheme (namely, a majority in number representing 75% in value of the creditors or class of creditors, or shareholders or class of shareholders, as the case may be, present and voting either in person or by proxy at the meeting). The court will determine the appropriate consents (if any) required to a plan of arrangement.

2.16 When does cash consideration need to be committed and available?

There are no British Virgin Islands legal considerations relevant to determining when cash consideration needs to be committed and available.

3 FRIENDLY OR HOSTILE

3.1 Is there a choice?

Both a statutory merger and a scheme of arrangement can never be "hostile", insofar as they require the consent of the target. The squeeze-out procedure is the only mechanism available in the context of a hostile transaction.

The British Virgin Islands does not have any applicable takeover legalisation or competition or anti-trust legislation. The constitutional documents of British Virgin Islands companies which are publicly listed may contain certain anti-takeover or "poison pill provisions", which may make a hostile takeover more difficult to consummate or give the target superior bargaining power.

In order to comply with their statutory and fiduciary duties, the directors of a British Virgin Islands target will need to give due consideration to any bona fide offer, even if it is unsolicited, to determine if acceptance of such an offer is in the best interests of the company.

3.2 Are there rules about an approach to the target?

No, there are no applicable rules in the British Virgin Islands.

3.3 How relevant is the target board?

The directors of a British Virgin Islands company will be integral in consummating a merger or acquisition, whether by statutory merger, plan or scheme of arrangement, equity acquisition or asset acquisition.

In the context of a statutory merger or an asset acquisition, the directors will be required to approve the terms of the transaction on behalf of the company, and for a plan or scheme of arrangement, the company must consent to the arrangement, which by necessity will involve the consent of the directors. The usual position for a British Virgin Islands company (other than a listed company) is that the transfer of shares is subject to the consent of the directors, meaning that the directors will also generally be able to control an equity acquisition.

However, the directors of a British Virgin Islands company will, in making decisions on a proposed takeover, need to act consistently with their statutory and fiduciary duties, including (i) by acting bona fide in the best interests of the company as whole, and (ii) by not allowing their personal interests to conflict with their duties to the company.

At common law, directors have a strict fiduciary duty to avoid a conflict of interest. However, the Companies Act contains provisions which relax this duty, usually allowing directors to vote in connection with transactions in which they are interested, provided that they make appropriate disclosures (albeit such provisions do not modify the directors' overriding duty to act bona fide in the best interests of the company).

It is common for the directors of a listed company to elect to establish an independent committee of uninterested directors to consider takeover offers. Whilst this may assist from a riskmanagement perspective, it does not provide the same "safe harbour" or "roadmap" protection it may offer in other jurisdictions.

3.4 Does the choice affect process?

An unsolicited, "hostile" acquisition is, in practice, difficult to consummate if the target is a British Virgin Islands company, as the cooperation of the target company is required for a statutory merger, plan or scheme of arrangement or asset acquisition. In addition, it would be unusual (but certainly not unheard of) for the constitutional documents of a British Virgin Islands company to do away with the requirement for directors' consent to a transfer of shares, typically making a tender offer by way of equity acquisition equally unworkable.

4 INFORMATION

4.1 What information is available to a buyer?

There is limited publicly available information in the British Virgin Islands for a company: the company name and number; the location of its registered office; details of its registered agent; and a copy of its memorandum and articles of association. If the target company is listed, additional information may be available (for example, any Stock Exchange or securities regulator filings). A search of the court registers in the British Virgin Islands will disclose any actions or petitions pending before the High Court of the British Virgin Islands in which the company is identified as a claimant or defendant.

4.2 Is negotiation confidential and is access restricted?

Yes, negotiation is confidential and access is restricted.

4.3 When is an announcement required and what will become public?

There is no British Virgin Islands regulation relating to the formulation or content of any announcement.

4.4 What if the information is wrong or changes?

See question 4.3.

5 STAKEBUILDING

5.1 Can shares be bought outside the offer process?

Yes, save to the extent that transfers of shares in the target company are subject (by virtue of the articles of association of the company) to the consent of the directors of the company.

5.2 Can derivatives be bought outside the offer process?

There are no British Virgin Islands restrictions in this regard.

5.3 What are the disclosure triggers for shares and derivatives stakebuilding before the offer and during the offer period?

There are no stakebuilding rules applicable under British Virgin Islands law.

5.4 What are the limitations and consequences?

There are no limitations or consequences

6 DEAL PROTECTION

6.1 Are break fees available?

There is no specific restriction on break fees under British Virgin Islands law, although directors of a British Virgin Islands company will need to give careful consideration to the break fee provisions in approving any contract on behalf of the company to ensure that they comply with their statutory and fiduciary duty to act bona fide in the best interests of the company.

6.2 Can the target agree not to shop the company or its assets?

Yes, subject to the directors of the company complying with their statutory and fiduciary duties.

6.3 Can the target agree to issue shares or sell assets?

Yes; this is again subject to the directors of the company complying with their statutory and fiduciary duties, including exercising their powers and discretions (for example, to issue shares) for a proper purpose, and not to frustrate or protect a particular deal.

6.4 What commitments are available to tie up a deal?

"No shop" and lock-up agreements are, in principle, acceptable under British Virgin Islands law, as are voting agreements whereby key shareholders agree to vote in favour of a transaction.

7 BIDDER PROTECTION

7.1 What deal conditions are permitted and is their invocation restricted?

The deal conditions described in section 6 above are generally permitted, subject to the compliance by the directors of the relevant company with their statutory and fiduciary duties.

7.2 What control does the bidder have over the target during the process?

The bidder will not generally gain "control" of the target until closing of the relevant transaction, but it is not uncommon for deal documentation to include restrictions on the conduct of the target's business, e.g. limiting it to the "ordinary course of business". Alternatively, the transaction documentation may provide for restrictions on, or termination in the event of, material changes in circumstances.

7.3 When does control pass to the bidder?

There is no statutory definition of "control" for these purposes in the British Virgin Islands, but the usual position is that shareholders of a British Virgin Islands company can appoint and remove directors by resolution of a simple majority. The constitutional documents of a British Virgin Islands company may depart from the usual position, providing for staggered boards removal for cause only or a higher voting threshold, which will result in effective control of the target being difficult to achieve.

7.4 How can the bidder get 100% control?

100% control can be achieved contractually under a statutory merger, equity acquisition, asset acquisition or upon the terms of a stakeholder and court-approved plan or scheme of arrangement, each as described in section 2 above. 100% control may be able to be compelled under a statutory merger by paying any dissenting shareholders of the company fair value of their shares, as required under the Companies Act, or the bidder availing themselves of the statutory squeeze-out provisions, again as described in section 2 above.

8 TARGET DEFENCES

8.1 Does the board of the target have to publicise discussions?

There are no British Virgin Islands laws or regulations requiring disclosure of discussions of acquisition decisions. For listed companies, the relevant listing rules will be highly relevant.

8.2 What can the target do to resist change of control?

To the extent that the target's constitutional documents do not include anti-takeover provisions or "poison pill" type provisions, such as staggered boards or limited director removal rights, the directors of the target will be limited in their ability to resist a change of control by their fiduciary duties to the company – the directors will be obliged to consider the terms of the acquisition in good faith and act bona fide in the best interests of the company as a whole in relation to any acquisition proposal.

8.3 Is it a fair fight?

The balance of the British Virgin Islands M&A regime is arguably weighted slightly in favour of the target, particularly given the usual discretion available to the directors of a target to approve the commercial terms of a particular transaction or a transfer of shares (noting, however, that the directors must exercise such discretion for a proper purpose). The statutory and common law principles applying to acquisitions are focused on fairness and reasonableness, and the duties of the directors of any British Virgin Islands target will be to ensure the best outcome for the shareholders of the company as a whole. In agreeing to any deal mechanics which seek to "rebalance the playing field", directors of a British Virgin Islands target will need to prioritise their statutory and fiduciary duties.

9 OTHER USEFUL FACTS

9.1 What are the major influences on the success of an acquisition?

Deals offering a premium to market value and with market standard terms and conditions will have a greater prospect of success. The cooperation of the target's board and strategic shareholders will also be factors in achieving success.

9.2 What happens if it fails?

There is no restriction on a bidder making a new offer upon a failure to consummate an initial bid.

10 UPDATES

10.1 Please provide a summary of any relevant new law or practices in M&A in your jurisdiction.

Court guidance is evolving on the approach to appraising fair value on the exercise of dissenters' rights. Recent court guidance suggests that a discount for a minority holding may or may not be appropriate, depending on the circumstances. The British Virgin Islands plan of arrangement regime has not been frequently used to date, but recent publicised plans have demonstrated the potential uses of the regime. For example, there is the potential to achieve a demerger, which is itself not available as a statutory occurrence in the British Virgin Islands, although it should be noted that the courts resist the use of plans that would be confiscatory in their effect on shareholders. The British Virgin Islands Business Companies (Amendment) Act, 2015 has expanded even further the scope of the "arrangements" that may be the subject of a plan, by moving away from a comprehensive list of transactions that may be effected by way of a plan of arrangement to an open definition.

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.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Authors
Similar Articles
Relevancy Powered by MondaqAI
 
In association with
Related Topics
 
Similar Articles
Relevancy Powered by MondaqAI
Related Articles
 
Up-coming Events Search
Tools
Print
Font Size:
Translation
Channels
Mondaq on Twitter
 
Mondaq Free Registration
Gain access to Mondaq global archive of over 375,000 articles covering 200 countries with a personalised News Alert and automatic login on this device.
Mondaq News Alert (some suggested topics and region)
Select Topics
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

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.

By clicking Register you state you have read and agree to our Terms and Conditions