What is the effect of a merger or consolidation?
Upon the merger or consolidation taking effect, all rights and property of each of the constituent companies immediately vest in the surviving or consolidated company and the surviving or consolidated company assumes all obligations of each of the constituent companies. The Amendment also provides for continuation of any existing claims, causes or proceedings. What protections are there for creditors? The director’s declaration submitted to the Registrar must include (i) a declaration of solvency both of the constituent companies and of the consolidated or surviving company, with respect to the time immediately following the merger or consolidation and (ii) a declaration that the merger or consolidation is bona fide and not intended to defraud unsecured creditors. The prior consent of secured creditors is required (subject to waiver by the Cayman Islands court with respect to Cayman Islands companies). Unless the relevant parties specifically agree otherwise, the surviving or consolida
