Feb 2025
Welcome to the final edition of our Quarterly Corporate Update for 2024 covering recent developments in the British Virgin Islands.
The fourth quarter of 2024 saw continued strong activity in the BVI office. Our corporate legal team advised on key transactions in the jurisdiction while also assisting clients in understanding the many legislative changes to companies law over the previous year.
Regulatory Developments
A number of important legislative changes were enacted in Q4 2024, including the introduction of the new BVI beneficial ownership reporting rules. The new regime requires BVI business companies, limited partnerships and trusts or other legal arrangements to collect, keep and maintain a beneficial ownership register of adequate, accurate and up to date information on their beneficial owners. As of 2 January 2025, the beneficial ownership register is required to be kept and maintained by the BVI Registrar of Corporate Affairs through the online VIRRGIN system. Further information on this and the other key regulatory changes can be found in our recent publication, Recent Amendments to BVI Company Law: Key Changes
Transactions
Among the highlights, partner Anton Goldstein advised long-standing client, Despegar (NYSE:DESP), Latin America’s leading online travel company, on its proposed acquisition by Prosus, a leading global technology company. The transaction, which is structured as a BVI statutory merger, values Despegar at approximately US$1.7 billion and represents a 33% premium to Despegar’s closing share price as of 20 December 2024. The transaction is expected to close in the second quarter of 2025, subject to approval by Despegar’s shareholders, certain regulatory approvals and the satisfaction of other customary closing conditions. At closing, Despegar will become a wholly-owned subsidiary of Prosus. Partner Anton Goldstein and Associate Jack Irwin of Conyers’ BVI office advised on the transaction, working alongside A&O Shearman, as US counsel to Despegar. Partner Anton Goldstein commented, “We are delighted to have advised Despegar on this important transaction. We started working with Despegar in 2017 on its initial public offering on the New York Stock Exchange and have worked closely with the company and management ever since. The merger with Prosus represents an important milestone for Despegar and we wish the company, management and Prosus every success.”
Publications
Throughout Q4 and over the course of 2024, our attorneys have produced thought leadership articles covering a range of pivotal issues and developments impacting offshore entities and the BVI. These include practical guides to private trust companies and BVI VISTA trusts, the use of special purpose vehicles for luxury assets as well as our top 5 BVI publications of 2024.
Visit https://www.conyers.com/publications/view/bvi-corporate-review-q4-2024/ for the full version of this report, which includes Incorporation Statistics up to year end 2024.