Find Lawyers in Santiago, 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.
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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...
Carey´s Senior Counsel at the Criminal Law, Compliance and Anti-Corruption groups. His practice extends to all areas of criminal law, mainly economic crimes, fraud, environmental offences, antitrust and, in general, complex litigation. He also advises corporate governments on activities that generate criminal risks, dispute resolution and internal corporate investigations. His practice also focuses on compliance, especially in criminal matters. He has developed a vast experience in 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...
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/
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...
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...
Enrique Vergara Vial holds a lawyer license from Universidad Diego Portales, Santiago de Chile, and a Master in European Community Law from Universidad Autónoma of Barcelona, Spain He is an expert in competition policy. He has worked on public institutions in Chile including relevant positions. He was the President of the Competition Court since May 2016 up to May 2022. Previously, he held the position of Judge in the same court since May 2012 up to 2016. Before that, he acted as a Nat...
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