M&A lawyers in Chile: legal advice on mergers and acquisitions
A purchase, a sale or a merger turns on three decisions: the structure, what the due diligence reveals and what the contract does with it. We advise buyers, sellers and investors from the letter of intent to closing and the obligations that follow it.
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What the service is
Legal advice in sales of companies, by shares or by assets, mergers, divisions and the reorganizations that prepare a transaction, on the buy side or the sell side. It covers the structure of the deal, the legal due diligence, the negotiation and drafting of the contracts, the FNE notification when it applies, closing and post-closing. The deliverable is not a report: it is a closed transaction, with each due diligence finding carried into the price, the warranties or the conditions of the contract.
How we work it, in four stages
Structure
We settle the route with the client: merger, share purchase or asset purchase, and whether a prior division or transformation is needed. Each route decides which liabilities travel with the business, what happens to employees and contracts, and which corporate approvals and taxes the deal requires. In parallel we check whether the deal crosses the FNE notification thresholds, and we bring in the tax practice where the structure affects VAT, the closing of the business or the SII’s valuation power.
Due diligence
Title to the shares, corporate books and shareholder agreements; material contracts and change-of-control clauses; employment, social security and permits; litigation, tax positions, personal data and the crime prevention model. Each material finding comes with a proposed treatment. When we act for the seller, we put the documentation in order before the data room opens.
Negotiation and contracts
Letter of intent or term sheet, share or asset purchase agreement (SPA or APA), merger agreement and, when sellers stay on as partners, the shareholder agreement. Each finding lands in one of five places: price, representations and warranties, a specific indemnity, a condition precedent or the decision not to proceed.
Closing and post-closing
Conditions precedent, third-party consents, FNE clearance when it applies (closing is suspended until it is obtained), shareholder meetings, deeds, transfers and registrations. After closing, price adjustments, earn-out and indemnity claims.
What the company receives
- A structure memo: the recommended route, which liabilities each party assumes, the corporate approvals required and whether the deal must be notified to the FNE.
- The legal due diligence report, with each material finding tied to its treatment in the contract.
- The transaction documents, negotiated and drafted: letter of intent, SPA or APA, merger agreement and shareholder agreement where applicable.
- A closing calendar with conditions precedent, consents, notifications and who is responsible for each.
- Post-closing follow-up: price adjustments, earn-out, indemnity claims and pending registrations.
The legal analysis is in the guides: merger, share purchase or asset purchase, what a legal due diligence reviews and how it changes the price, division, transformation or merger in a corporate reorganization, the shareholder agreement, merger control under DL 211 and whether criminal liability is inherited. The M&A overview gathers the FNE milestones.
M&A practice led by Eduardo Anguita, Legal Managing Partner at Anguita Osorio.
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