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Corporate and Mergers and Acquisitions Law - Chile
About this Practice AreaExperience Partner of Carey and co-head of the firm’s Corporate / Mergers & Acquisitions and Compliance Groups. His practice focuses on corporate and commercial law, mergers and acquisition, national and international corporate financing, foreign investment and insurance. Also, he has vast experience in aviation law matters including purchase contracts, various forms of leasing (dry lease and wet lease), aircraft and engines financing contracts and in specific issues of air operatio...
Partner of Carey and co-head of the firm’s Mergers & Acquisitions Group. His practice focuses primarily on M&A transactions, corporate and commercial law, public works bidding processes, capital markets and international trade. Activities and Memberships Foreign Associate, Skadden, Arps, Slate, Meagher & Flom, New York (2016-2017). Teaching Assistant of Commercial Law, Universidad Católica de Chile (2013-2015). Member of the Chilean Bar Association.
Experience Carey's Managing Partner and co-head of the firm's Tax Group. His practice focuses on personal and corporate tax planning, local and international tax consulting, project financing, mergers and acquisitions, leasing and foreign investment transactions. Activities and Memberships He is currently vice president of the International Bar Association and has and has had the following positions: co-secretary-general, chair of the Legal Practice Division (2017-2018), member of the Managem...
Experience Chairman of Carey. His practice focuses on corporate and business law, mergers and acquisitions, project finance, and international arbitration. Activities and Memberships Conciliator of the Center for the Settlement of International Investment Disputes (ICSID) in Washington D.C., designated by the Chilean Government (2005-2011; 2011-2016 and 2017-2023). Member of the panel of arbitrators of the Arbitration Center of the Chamber of Commerce of Santiago. Chairman of Moneda Chile Fun...
Gerardo Cruzat leads the Transactions practice area at Fischer y Cía. Mr. Cruzat has great experience in the fields of Banking & Finance, Mergers & Acquisitions and General Corporate Advice. He advises national and foreign clients, with diverse matters, such as project finance, securities regulators, insurance and banking and in international relations. Prior joining Fischer y Cía. in 2021, Gerardo Cruzat led the Presidency of the Board of the company responsible for the...
Rodrigo is in charge of the Capital Markets and Securities area and works also in the M&A area, with a strong international component and in a variety of industries. He provides comprehensive advice to his clients on the purchase and sale of companies, conflicts between shareholders, shareholder´s agreements, tender offers, among other matters related to corporate law. He also advises boards of directors of both family-owned and publicly traded companies on corporate governance matt...
Experience Partner of Carey and member of the firm´s Mergers & Acquisitions and Capital Markets Groups. His practice focuses on advising local and foreign clients in mergers and acquisitions, private equity and venture capital. The foregoing is combined with an extensive practice on joint ventures, shareholders agreements and corporate governance in general. With respect to capital markets, he advises issuers, investors and brokers, with a special focus on fund formation, structurin...
Experience Partner of Carey and co-head of the firm’s Corporate / Mergers & Acquisitions / Capital Markets Group. His practice focuses on advising international and local clients in mergers and acquisitions, including tender offers, private asset and stock acquisitions, auction processes, project development, joint venture, private equity, securities and debt offerings, capital markets, corporate law, commercial law, derivative transactions, infrastructure concessions and general pr...
Roberto Guerrero is a member of the corporate and M&A area of Guerrero Olivos, and specializes in company law, mergers and acquisitions, financial and banking law, project financing and capital markets. He has been a lawyer since 1991. Roberto Guerrero V. graduated from Pontificia Universidad Católica de Chile School of Law. After a few years of private practice, he obtained a scholarship from the Inter-American Development Bank to study a master law degree at New York University. ...
Experience Partner of Carey and co-head of the firm’s Venture Capital, Private Equity, Fintech and Mergers & Acquisitions Groups. His practice focuses on representing local and foreign clients in mergers and acquisitions of companies, creation and structuring of investment funds, and investment in portfolio companies. He has vast experience in the internationalization of companies, international investments and cross border operations. Activities and Memberships President, Chilean V...
Mr. Herrera earned his Law degree from Universidad Católica de Chile, in 2001 and his LL.M. from the University of Sydney, in 2009. He is also a Commercial Law Professor at Pontificia Universidad Católica de Chile, since 2011. Mr. Herrera has a vast experience in general Corporate Practice, Capital markets, Financing and Derivatives. Mostly, Mr. Herrera heads the permanent legal corporate advisory for diverse enterprises, covering different industries. Therefore, has been appoin...
Experience Partner of Carey and co-head of the firm’s Corporate / Mergers & Acquisitions Group. His practice is focused on the areas of corporate law, mergers and acquisitions, securities, agribusiness, insurance and foreign investment. Activities and Memberships Director of World Services Group (2015-2018). Officer of the Corporate and M&A Committee; past chair of the Latin America Regional Forum; and member of the International Bar Association (IBA). Member of the Chilean Bar ...
Experience Counsel of Carey’s Corporate / TMT (Telecommunications, Media & Technology) Group. His practice is focused on the regulatory, commercial and transactional aspects of the telecommunications, media and technology industry, as well as matters in antitrust, real estate and sports law. He also has broad experience in project financing, international capital markets, corporate law and litigation. Activities and Memberships Member of the International Bar Association (IBA): Curr...
As founding Partner of the firm, Mr. Morales has vast experience advising both national and international companies in the processes of planning, negotiating and executing acquisition transactions and mergers, securities offerings, debt emission and corporate restructuring, as well as restructuring of liabilities. Mr. Morales is the author, among other publications, of “Privatization in Latin America”, Latin Finance (March 1991) and “Mergers & Acquisitions”, Intern...
University Studies Universidad de Chile, School of Law, 1996. Maximum Distinction. Admitted to practice by the Supreme Court of Justice, 1999. Post graduate Master of Laws (LL.M, with honours), Northwestern University, Chicago, Illinois, United States of America, 2001. Academic and Professional Activities Professor in Commercial Law Designated by an Open Competition Based on Records of Service and a Competitive Examination, School of Law, Universidad de Chile, 2016 to date. Professor in Comme...
University Studies Universidad de Chile, School of Law, 1973. Montenegro Prize for the best graduate of his year, 1973. James B. Conant High School, Hoffman Estates, Illinois, United States of America, 1968-1969. Admitted to practice by the Supreme Court of Justice, 1975. Academic and Professional Activities Professor in Commercial Law, School of Law, Universidad de Chile, 1974. Author of Chilean and foreign publications. “Considerations about the principle of administrative legality&rd...
Experience Partner of Carey and co-head of the Corporate / Mergers & Acquisitions / Insurance / Government Procurement Groups. His practice focuses on mergers and acquisitions, government procurement, corporate compliance, insurance, real estate and gaming law matters. Activities and Memberships Member of the District of Columbia Bar. Chair of the International Law Section (2022-2023); chair-elect of the International Law Section (2021-2022); vice chair of the International Law Section (2...
Experience Partner of Carey and co-head of the Corporate / Mergers & Acquisitions and Capital Markets groups. Her practice focuses on mergers and acquisitions, corporate transactions, global finance, securities, capital markets and international trade. Activities and Memberships Member of the Board of the Expert Female Lawyers Commission, Colegio de Abogados de Chile (Chilean Bar Association). Member of the panel of the Mediation and Arbitration Center of the Santiago Chamber of Commerce....
Experience Partner and head of Carey’s Corporate / TMT (Telecoms, Media & Technology) Group. His practice focuses on corporate and business law, financing, mergers and acquisitions and, specially, on all the regulatory and transactional aspects related to the telecommunications, media and technology industry, including the Telecom law and other regulations, concessions, licenses and permits, and state contracts. Mr. Silva has been appointed representative and/or board member of seve...
Experience Partner of Carey and co-head of the firm’s Corporate / Mergers & Acquisitions / Capital Markets / Banking & Finance Groups. His practice focuses on advising international and local clients on M&A and private equity transactions, including tender offers, joint ventures, debt issuances, public and private offering of securities, derivatives and project development. Activities and Memberships Member of the Board of Votorantim Andina, Compañía Industrial...
Experience Partner of Carey and co-head of the firm's Corporate / Mergers and Acquisitions / Capital Markets Group. He advises local and foreign clients on all kinds of mergers and acquisition transactions, including the purchase of shares, equity and assets of both public and close corporations, public takeovers, private equity transactions, shareholders agreements, issuance and securities transactions. He also acts as counsel to family companies and holdings on the corporate organization of...
Experience Partner at Carey, focusing on corporate matters, mergers and acquisitions, capital markets and restructuring. He advises international and local clients in corporate acquisition and restructuring processes, association or joint venture agreements, design and support for corporate governance structures, and public or private offerings of securities in the local and international markets. He is a frequent advisor to investment and private equity funds on the acquisition, structuring ...
Francisco concentrates his practice on corporate matters and the development of investment projects, especially in the Mining and Energy industries, being recognized continuously since 2011 by Chambers and Partners as an outstanding lawyer in his area of practice. He advises national and foreign clients, from various industries, in matters related to the development of projects from their early stage, processes of mergers and acquisitions, public procurement, financing structures and venture ...
Corporate and Mergers and Acquisitions Law Definition
Mergers & Acquisitions is a critical area of legal practice in Chile that has significantly developed over the last two decades while becoming increasingly more complex due to full incorporation of standards of international transactions (such as due diligence requirements, pre-closing covenants, closing conditions, representations and warranties, caps and limits on seller’s liabilities, price adjustments, non-compete and exclusivity provisions, choice of law, and international arbitration). The influence in this respect of international law firms (most of them based in U.S. and U.K.) that has provided legal assistance to foreign investors in Chile has been visible.
A variety of legal alternatives are available for carrying out a merger and acquisition of a Chilean company, mainly: (i) a direct merger whereby two or more companies decides to merge into one of them or into a newly created one; (ii) an indirect merger as a result of the acquisition of 100 percent of the interest or shares in a company; (iii) the acquisition of a given percentage of interest of shares that provides the acquirer the controlling power over the company; and (iv) the acquisition of the assets of a company (including or not liabilities, operations, etc.) as an ongoing concern. Of course, all of these alternatives may consider multiple variations on the structure finally implemented, from mergers and acquisitions made not at the target level but in an upper level, through previous reorganizations aimed to “clean” the target, as well as negotiation of partners or shareholders agreements to strengthen or to share the acquired control, etc.
Mergers and acquisitions regulations in Chile fundamentally concern corporations (sociedades anónimas), although a variety of companies also may be merged and acquired under well-recognized principles of freedom in Chilean laws. Needless to say, regulations are far stricter where an open corporation or a company operating in a regulated industry is involved. In this line, for instance, applicable regulations do not allow the direct acquisition of the control of an open corporation - with certain exceptions - but impose on the interested party the obligation to conduct a public tender offer.
Notwithstanding that mergers and acquisitions requires an experienced corporate counsel to head the process, it should be noted that a potential acquirer is forced to receive advice from a legal team which includes tax, regulatory, and antitrust specialists, among others, not only by reason of standard due diligence of the target company, but also because the definition of the legal structure to be followed for the acquisition may critically depend on tax, regulatory, and antitrust considerations. Furthermore, and under recent major amendments of the Competition Act to come into force by June 2017, both a mandatory pre-merger notification system and new substantive standards for evaluating mergers have been introduced, which will have to be taken into account in order to ensure a successful acquisition.
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