Take-private transactions on NYSE: Essential guidelines for offshore entities

Download our NYSE and Nasdaq take-private guides 

Our latest guides for NYSE and Nasdaq take-private deals offer useful insights and legal frameworks. These are for companies in the Cayman Islands, Bermuda, BVI, Jersey and Guernsey that are listed on the NYSE and Nasdaq.  

• Cayman Islands (Download here) 
• Bermuda (Download here) 
• BVI (Download here) 
• Jersey (Download here) 
• Guernsey (Download here) 

Offshore companies on Nasdaq and the New York Stock Exchange (NYSE)

Many companies incorporated in Jersey, Guernsey, Bermuda, the British Virgin Islands (BVI) and the Cayman Islands choose to list on the New York Stock Exchange (NYSE) and Nasdaq. These offshore jurisdictions offer solid corporate governance frameworks that help companies access global investment opportunities. 

2025 is expected to present numerous opportunities for investors and corporations looking to take Nasdaq and NYSE-listed companies private. As corporates, financial institutions and private equity houses learn to navigate the regulatory environment of the new US administration a favourable market for acquisitions is expected to develop. The NYSE and Nasdaq continue to see market participants engage in high-profile transactions, including strategic consolidations, take-private deals and IPOs utilising offshore structures. These factors are all reshaping the corporate landscape. 

Nasdaq and NYSE-listed offshore companies: Market breakdown 

As of 2025, hundreds of and Nasdaq and NYSE-listed companies are incorporated in offshore jurisdictions, with the following breakdown:

These NYSE and Nasdaq listed companies are often cross-listed on other major exchanges. For instance, the Hong Kong Stock Exchange (HKEX) is home to approximately 453 Bermuda-incorporated companies and 1,552 Cayman Islands-incorporated entities. This reflects the strong global appeal of businesses structured in these jurisdictions. 

Key NYSE and Nasdaq M&A trends in 2025 

Market participants are expected to seek to capitalise on what many anticipate will become a more deal-friendly environment in the US public M&A markets, particularly across the healthcare and technology sectors, where: 

• Innovation, digital transformation and AI-driven solutions are driving valuations and investor interest. 
• Private equity firms are deploying significant capital, making the most of undervalued public companies. 
• Activist investors continue to influence boardroom decisions, pushing for operational efficiencies and strategic exits. 

Meanwhile, regulatory oversight is increasing: 

• The SEC and FTC have signalled a more rigorous approach to antitrust and compliance, affecting cross-border transactions. 
• Major transactions in concentrated industries face heightened scrutiny from global authorities. 
• Sophisticated legal and financial structuring is essential to navigate these evolving regulatory landscapes. 

For corporate executives, dealmakers and investors, staying ahead of market shifts, regulatory updates and emerging acquisition targets is crucial in 2025. 

Key legal mechanisms for NYSE and Nasdaq take-private transactions 

Our teams regularly advise on take-private transactions for offshore companies listed on the NYSE and Nasdaq. Our latest guides explore the primary legal mechanisms for implementing these transactions, including members' schemes of arrangement and statutory mergers. 

These mechanisms align with the corporate laws of each offshore jurisdiction, whilst maintaining compliance with US securities regulations and the Delaware General Corporation Law (DGCL). 

Takeover offers are allowed by law. However, Nasdaq and NYSE-listed offshore companies usually choose members' schemes of arrangement and statutory mergers. These options offer more efficiency and flexibility for structuring US-compliant take-private deals.  

For tailored legal guidance on NYSE and Nasdaq take-private transactions, contact our team today.