Our Cayman Islands team discuss the latest industry trends in Chambers and Partners' corporate M&A 2025 Global Practice Guide

Partners Andrew Barker, Christopher Brett Young, Hugh Anderson and Senior Counsel Sam Francis provide their insights on the latest market trends and developments in M&A in the Cayman Islands. 

Cayman maintains offshore leadership in public and private M&A 

Despite global headwinds, the Cayman Islands continued to see strong levels of M&A activity in 2024, including mergers, joint ventures, restructurings and complex financing transactions involving both debt and equity. The statutory merger regime under the Companies Act remains the most widely used route for acquisitions involving Cayman entities and is well-aligned with the merger regime under Delaware law so will be familiar to those involved in US based M&A transactions.

SPACs, IPOs and De-SPACs remain active 

The Cayman Islands retained its dominant position as the leading offshore jurisdiction for SPAC and IPO activity on US stock exchanges, with over 430 Cayman companies listed on NYSE and Nasdaq by the end of 2024; more than any other non-US jurisdiction. Cayman SPACs continued to undergo term extensions, de-SPACs, and sponsor transitions. This included: 

• The use of rolling or conditional term extensions to allow time for business combinations.
• The replacement of sponsor teams through sponsor share transfers and management changes.
• Cayman SPACs attracting new sponsors due to lower litigation exposure compared to US-incorporated alternatives. 

Useful amendments to the legal framework 

In March 2024, the Companies (Amendment) Act was passed to improve flexibility in key areas of Cayman corporate law. Key changes include: 

• An “out-of-court” procedure for share capital reductions via solvency statements. 
• Removal of the share capital requirement for continuation into the Cayman Islands. 
• New conversion options between LLCs, foundation companies and exempted companies. 

These amendments, which will take effect following a Cabinet order, are consistent with the business-friendly nature of the Cayman Islands legal framework and provide greater flexibility and utility in a number of important areas of corporate law. 

Fair value and dissent claims – court developments continue 

The threat of dissenting shareholders' claims (particularly relating to opportunistic arbitrage plays) has remained ever constant. The Cayman courts have continued to develop precedent around shareholder dissent rights and the assessment of fair value in mergers and acquisitions, addressing: 

• The fair value methodology and the treatment of trading prices pre- and post-merger. 
• Application of dissent rights to short-form mergers. 
• Interest rates applicable to dissent judgments. 

These developments reflect the growing importance of Cayman as a forum for sophisticated M&A disputes, particularly where valuation and shareholder protections are central. 

Looking ahead  

With global equity markets at near record highs, strong corporate balance sheets and improved access to capital, deal activity involving Cayman Islands entities is likely to increase in 2025.  

The jurisdiction remains attractive for private equity, venture capital and strategic acquirers seeking efficient cross-border structures for investments in technology (notably AI), healthcare, and energy and resources. With a robust legal framework, and its reputation as a global financial hub, the Cayman Islands remains a leading destination for global M&A execution. 

You can read the full chapter drafted by the team on the Chambers and Partners website.