Getting the Deal Through 2013 - Mergers & Acquisitions - Chile Chapter
June, 2013 - Pablo Iacobelli & Cristian Eyzaguirre
Purchases of shares or assets of the target company
Purchases of shares are relatively free of restrictions unless the target company is a public corporation (namely, a company that has its shares registered with the Chilean securities and insurance regulator, the SVS), one of the parties to the transaction participates in a regulated industry or the entity resulting from a business combination raises competition issues.
Merger
Either through the absorption of one company by another or through the creation of a new entity.
Tender offer for the shares of the target company
Unless a legal exemption is available, the only way to take over a public corporation is through a tender offer, the procedures of which are regulated in detail in the Securities Act and SVS regulation, ensuring equal opportunity and fair dealing among all shareholders of the target company.
Contractual joint venture or by incorporation of a legal entity
There are neither specific rules nor a framework regarding joint ventures in Chile, which are governed by contractual law or the relevant legal entity regulation, as the case may be.
The main laws and regulations are the Civil and Commercial Codes, the Limited Liability Company Act, the Corporation Act (with its regulation), the Securities Act, the regulations issued by the SVS in the case of public corporations and, under certain circumstances, the Competition and Antitrust Act.
No stock exchange filings are necessary in connection with business combinations. When the target company participates in a regulated business, such as banks, insurance companies, pension fund administrators (AFPs), mass media or casinos, among others, the government authorisations mentioned in answer to question 17 apply.
There are no stamp taxes or other governmental fees payable in connection with completing a business combination.
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