The Companies Law (Revised) of the Cayman Islands permits two or more solvent companies which are in good standing and are not segregated portfolio companies (called "constituent companies") to merge or consolidate to form one company (called the "surviving" or "consolidated" company, depending on the procedure used). The distinction between a merger and a consolidation is that a merger combines all of the constituent companies into one constituent company, while a consolidation results in the formation of a new company which, by operation of the statute, has all of the assets and liabilities of each of the constituent companies. For simplicity, the remainder of this article refers to both mergers and consolidations as "mergers".

At least one of the constituent companies must be a Cayman company, but the surviving or consolidated company may be either a Cayman company or a foreign company (being a company registered outside the Cayman Islands). Court approval of the merger is not required, but the consent of secured creditors and the consent of the authority, if any, which may regulate the businesses carried on by one or more of the constituent companies must be obtained. A merger may be made effective on the date when the application is filed with the Registrar of Companies or a later date, which may be identified by reference to a particular date or the occurrence of an event, provided that a later effective date must be no later than 90 days after the date that the application is filed.

Solomon Harris has completed many mergers not only for the purpose of reorganizing corporate structures (usually by rationalizing the number of offshore subsidiaries engaged in similar businesses), but also for the purpose of acquiring a target company or group of companies.

Our specialists in this are are:

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