ARGENTINA Law and Practice Contributed by: Agustin Ferrari, Hernán Alal and Astrid Nottebohm, Naveira, Truffat, Martínez, Ferrari & Mallo Abogados
an arbitrary judgment, since courts cannot grant remedies or alter the scope of the claim without a party’s request. The case was remanded for a new ruling consistent with due process. This reasoning aligns with Lacuadra Jonatan v DIRECTV Argentina S.A. y otros s/Despido , where the Court similarly emphasised limits on judicial intervention in labour disputes. This ruling, together with Lacuadra Jona - tan c/DIRECT TV Argentina S.A. y otros s/Despido , holds significance for M&A activity, as it helps mitigate labour-related contingencies, which often deter potential buyers and hurt company valua - tions. • On 27 December 2025, the Supreme Court of Jus - tice of the Nation (CSJN), by majority, in Levinas c/ Ferrari concluded that the Superior Court of Justice of the City of Buenos Aires (TSJ) is the competent court to hear extraordinary appeals filed before the National Ordinary Judiciary based in Bue - nos Aires (CABA) regarding rulings issued by the Courts of Appeals in Civil, Commercial, and labour matters. This court will be the body responsible for “concentrating jurisdictional powers related to local and common law and acting as the high - est court in cases involving a federal question”. However, the National Ordinary Judiciary based at the Buenos Aires (CABA) appellate court dismissed the CSJN’s decision in a plenary session, arguing that the organisation of judicial power should be decided by the legislative branch of government, and not the CSJN. Amid the uncertainty, appeals are currently being filed following the decision of the CSJN and presenting the alternative appeal as required by the appellate court. The institu - tional transfer of courts, judges, and resources still requires legislative action and intergovernmental agreements, so the national courts in civil, com - mercial, and labour matters continue to operate while the transition remains incomplete. • Since most disputes that may arise in an M&A transaction are of this nature and would be handled by these courts, this change is highly significant as it alters the appellate court for appeals. Finally, it is worth noting that, in February 2025, Presi - dent Javier Milei attempted to fill two vacancies on the Argentine Supreme Court by appointing Ariel Lijo and Manuel García-Mansilla by presidential decree,
bypassing the usual Senate confirmation process. However, in April 2025 the Argentine Senate rejected both nominations, dealing a significant institutional and political setback to the administration. As a result, the Court has continued operating with only three sit - ting justices, and the vacancies remain unfilled as of early 2026, while the government has postponed new nominations amid broader judicial appointment discussions. The composition of the Court therefore remains uncertain, and any future appointments could still affect its ideological balance and potentially influ - ence areas such as regulatory and M&A litigation. 3.2 Significant Changes to Takeover Law On 30 December 2025, the CNV issued General Reso - lution 1101/2025 overhauling Title III of its consolidat - ed rulebook to streamline procedures and establish clearer valuation standards for public offerings and takeovers. The Resolution refines the de-listing and cancellation framework by defining which corporate bodies may authorise these actions and introducing automatic cancellation provisions – including expira - tion of the final issued series – making the process more transparent for market participants. Documenta - tion requirements have been eased: issuers may now submit financial statements with limited review rather than full audits and provide simplified evidence when no securities remain outstanding, reducing costs while preserving regulatory oversight. For tender and exchange offers, the Resolution clari - fies offeror obligations, permits electronic filing, and establishes clearer timelines and operational restric - tions throughout the offering period. The guarantee framework now permits initial qualification through commitment letters and allows exclusion of non-par - ticipating shareholders from the guaranteed amount, improving capital efficiency without compromising investor safeguards. Exemptions from mandatory tender offers are broad - ened to include inheritances, gifts, expropriations, and regulatory ownership caps, with expanded criteria for transactions not requiring CNV pre-approval. New fair-price methodology provisions address leveraged acquisitions, exchanges, and virtual asset transac - tions, establishing uniform currency conversion stand -
34 CHAMBERS.COM
Powered by FlippingBook