Find Lawyers in Santiago, Chile for Corporate and Mergers and Acquisitions Law
Practice Area Overview
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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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 operations. Additio...
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. For more information, please visit: https://www.carey.cl/en/resume/jaime-carey-astaburuaga/
Carey's Senior 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. For more information, please visit: https://www.carey.cl/en/resume/jaime-carey/
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...
Partner of Carey and co-head 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, structuring, registr...
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 practice. For...
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. ...
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. For more information, please visit: https://www.carey.cl/e...
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...
Managing Partner of Carey and co-head of the firm’s Corporate / Mergers & Acquisitions Group. His practice is focused on advising national and international clients in the areas of corporate law, M&A transactions, securities, agribusiness, insurance and foreign investment. For more information, please visit: https://www.carey.cl/en/resume/pablo-iacobelli/
Partner of Carey and co-head of the firm’s Energy Group. His practice area is focused on energy regulatory matters and various types of energy projects, including contracts for electricity, liquid fuels, natural gas, NCRE accreditations, electric transmission, gas transportation, engineering and construction of infrastructure projects, property and land use permits, environmental matters and litigation related to regulatory matters of the energy industry, and civil law. For more informa...
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. For more information, please visit: https://www.carey.cl/en/resume/eduardo-martin/
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...
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. For more information, please visit : https://www.carey.cl/en/resume/marcos-rios/
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. For more information, please visit: https://www.carey.cl/en/resume/patricia-silberman/
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 several multina...
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. For more information, please visit: https://www.carey.cl/en/resume/francisco-ugarte/
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 their busi...
Partner at Carey, focusing on corporate matters, mergers and acquisitions, capital markets and restructuring. He advises international and local clients on 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 and financi...
Mrs. Wastavino is an associate at Fischer y Cía. She handles diverse type of matters – including merges and acquisitions, project financings, restructuring implementations, and corporate requirements-. Catalina Wastavino earned her Law degree at Pontificia Universidad Católica de Chile in 2016 and her Law and Artificial Intelligence Diploma at the same university in 2021. Previous to being an associate at Fischer y Cía. (former Baraona Fischer & Cía) sinc...
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