CHILE Law and Practice Contributed by: Ignacio Errazquin, Adolfo Romero and Florencia Anguita, CMS Carey & Allende
4.13 Securities Regulator’s or Stock Exchange Process
the general duties of directors under the Corpora- tions Law and by the equal treatment and transpar- ency principles applicable to tender offers under the Securities Market Law. 4.11 Additional Governance Rights If a bidder cannot obtain 100% ownership of a target as a result of a takeover offer but still holds a major- ity stake, the bidder can pass ordinary resolutions at shareholders’ meetings. If the bidder holds two-thirds or more of the company’s voting shares, the bidder can pass supermajority resolutions, which include: • changing the company’s type; • amending the company’s term (if not indefinite); • dissolving the company; • changing the company’s domicile; • decreasing the capital; • approving and appraising in-kind contributions as capital; • amending the dividend policy; and • approving and ratifying related-party transactions. 4.12 Irrevocable Commitments It is common for bidders to obtain irrevocable under- takings from principal shareholders of the target to tender their shares or support the transaction. These commitments are binding under Chilean civil and cor- porate law. Any agreement that relates to acting in concert or influencing control or voting rights must be disclosed to the CMF and the stock exchange under Articles 12 and 14 of the Securities Market Law and reported as a shareholders’ pact where applicable (CMF NCG No 30). Typical undertakings specify: • the number or percentage of shares subject to the commitment; • the duration of the obligation (often through the full OPA period); • any conditions precedent to the offer proceeding (eg, minimum acceptance threshold, regulatory clearances). These commitments are commonly attached or refer- enced in the offer prospectus filed with the CMF and disclosed via the relevant stock exchange.
Public tender offers must be filed with the CMF for review at the same time as the launch of the offer. Although the offer does not need to be approved prior to the launch, the CMF can make observations on the offer prospectus and request that the bidder provide additional information, and – in case of relevant defi- ciencies ‒ the CMF can suspend the tender process until sufficient information is disclosed to the public. The Santiago Stock Exchange ( Bolsa de Comercio de Santiago ) and other authorised exchanges handle publication, trading suspension, and disclosure logis- tics. However, these exchanges do not approve or validate the offer price or commercial terms. 4.14 Timing of the Takeover Offer The offer period must be between 20 and 30 business days and may be extended once for an additional term of between five and ten business days. Bidders typically procure merger control clearance after announcing and before launching a tender offer. 4.15 Privately Held Companies Privately held energy and infrastructure companies in Chile are commonly acquired through all-share pur- chase agreements or, less frequently, through asset transfers. Buyers typically conduct full legal, tax and regulatory due diligence, focusing on concession titles, sectoral permits, and environmental authorisa- tions. Transactions involving foreign investors must comply with the Chilean Central Bank ( Banco Central )’s Com- pendium of Foreign Exchange Regulations (Chapter XIV), which requires the registration of capital contribu- tions, shareholder loans, and repatriation rights. This registration ensures access to the formal exchange market and protection for capital returns under Chile’s foreign investment regime. Where the target company owns or operates regu- lated assets, notifications or approvals may also be required depending on the asset class.
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