ARGENTINA Law and Practice Contributed by: Agustin Ferrari, Hernán Alal and Astrid Nottebohm, Naveira, Truffat, Martínez, Ferrari & Mallo Abogados
ards and enhanced disclosure requirements to sup - port market transparency and evolution.
or options to buy or sell shares and/or debt securities convertible into shares of the entity, using the cor - responding forms. Furthermore, any transaction carried out by individu - als or legal entities must be reported within ten days if they concern: i) the acquisition or disposal of shares and/or debt securities convertible into the shares of an issuer; ii) the acquisition of options to buy or sell such securities, or to convert negotiable obligations; (iii) the alteration of the structure or composition of their direct or indirect stake in the capital of an issuer by 5% or more, or by gaining more than 5% of the voting rights that can be exercised at shareholders’ meetings. This is reduced to 2% for issuers that are market oper - ators (General Resolution 1036/2024). 4.3 Hurdles to Stakebuilding While statutory limitations on the transfer of shares that float in the market may not be possible, the prin - ciple of freedom of contract applies for non-listed companies. In this regard, General Corporate Law establishes that the transfer of shares or equity inter- ests may be limited, but not prohibited. Accordingly, companies can include – and it is com - mon to do so – clauses that provide for rights such as right of first refusal, drag-along rights or tag-along rights. Likewise, in partnerships, provisions may be included regarding the admission of new partners or heirs – either to regulate or limit such admission. 4.4 Dealings in Derivatives Following the enactment of the Productive Financing Law (27440), Argentina fully adopted ISDA standards, granting full enforceability to contractual solutions within financial derivative agreements. This law, after broadly defining “derivative contracts,” stipulates that its provisions apply to contracts that meet the follow - ing criteria: • they are executed and/or registered within markets authorised by the National Securities Commission (CNV), where settlements occur through a market, clearing house, central counterparty entity, or an institution performing similar functions;
4. Stakebuilding 4.1 Principal Stakebuilding Strategies It is not customary – though not unheard of either – for a bidder to build a stake in its target prior to launching an offer. The Argentine market for public takeover bids ( ofertas publicas de adquisición , or OPAs), whether voluntary or mandatory, is a small one, and there are few cases in which a takeover bid is not the result of pre-existing shareholder agreements or situations. It is rare for a takeover bid to occur in which a third party acquires shares without prior negotiation by the shareholders, or on a hostile basis. In other words, it is neither necessary nor common to acquire a minor - ity stake in a company before obtaining control of it. Instead, it is more usual for a shareholder who does not initially control the company to later gain control through via a takeover. There are no specific rules or procedures governing stakebuilding strategies. However, if the target is a publicly traded or regulated entity, acquiring a certain percentage of shares – either individually or in coor - dination with others (as legally defined) – can trigger disclosure obligations and, in some cases, necessi - tate mandatory offers. 4.2 Material Shareholding Disclosure Threshold Companies that are not admitted to the public offer - ing regime must first notify the tax authorities of any change in their share capital within ten days of their occurrence (AFIP Regulation 4697). Additionally, they must record at the Public Registry any transfers of equity interests, partnership inter - ests, or shares in limited liability companies, general partnerships, simple limited partnerships, capital and industry partnerships, and partnerships limited by shares. Listed companies must report to the National Securi - ties Commission on a monthly basis any changes that occurred during the previous month in their holdings
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