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Abstract
BVI law provides for a number of structuring mechanics that can be used to structure a takeover bid in addition to a simple offer for all the shares. A point of note for BVI takeovers is that there is no legislation specifically regulating takeover bids, such that the regulation of a bid will have three sources, common law, in statute under the BVI Business Companies Act and the target company's memorandum and articles of association (although the continuing obligations for the particular stock exchange upon which the target company is listed will also be relevant). Additionally, there is no prohibition on the use of poison pill defences by a BVI target, provided the poison pill is properly provided for within the articles. For a company looking to defend itself from a potential hostile approach by amending its articles to provide for a poison pill defence, an important consideration for the directors will be the need to ensure that, in approving the requisite amendments to the articles, they do not breach their fiduciary duties to act in the best interests of the company.