Find a Lawyer / Chile / Corporate Governance and Compliance Practice

Find Lawyers in Chile for Corporate Governance and Compliance Practice

Practice Area Overview

Corporate Governance regulations or practices set the framework – duties and rights – for those that participate in the direction and control of an entity, either for profit or non-for profit. Direction means having all the conditions needed to allow the entity to take risks and create value for its shareholders. Control requires having the right system of checks and balances in place and to update it on a regular basis.

In most cases, Corporate Governance is more relevant in for-profit listed companies because of the relationship between investors (shareholders and/or sometimes debtholders) and managers (board members, committees and officers) and its impact in the market. As widely recognized, the entity’s management faces the agency theory, which arises from the separation of property and control. However, certain market characteristics, such as property concentration, may led to different difficulties, as occur in the Chilean market.

In Chile, Corporate Governance issues are mainly regulated by Securities Act No. 18,045, Corporations Act No. 18,046 and its rules, Superintendencia de Valores y Seguros (Chilean Securities Regulator) Act DL 3,538 and General Rule Number 385 (“GRN 385”) issued by the SVS, which proposes its view on good corporate governance practices under a “Comply or Explain” format.

For many companies, GRN 385 has been a main aspect of their Corporate Governance work. However, other issues related with corporate governance may include assistance in the drafting of corporate governance handbooks, policies and procedures, board evaluation, protocols in case of family-owned companies, specific regulation for state-owned companies or NGOs and other documents that regulate and organize relationship among the company and its shareholders and/or stakeholders, as the case may be.

Compliance practice refers to those practices that allow the fulfillment of legal, contractual and other kind of requirements as well as the risk management within the firm. In Chile, Law Number 20,393 establishes criminal responsibility for legal entities in certain crimes such as assets laundering, terrorism financing or bribery. However, the international compliance standard goes beyond these situations and practices related with FCPA or the UK Bribery Act, Sustainability and others are also relevant.

Therefore, Corporate Governance & Compliance are not easy fields. They require a deep knowledge of the company involved and extensive experience working with boards, board members, board committees and senior management in strategic, risk and management issues. In this regard, lawyers working in this area should have capabilities beyond those needed to assist the company itself in M&A and Capital Markets deals, but to understand the internal dynamics within the board and senior management, shareholders and stakeholders.

Matías Zegers, Josefina Consiglio, and Marco Salgado DLA Piper Chile

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