ARGENTINA Law and Practice Contributed by: Agustin Ferrari, Hernán Alal and Astrid Nottebohm, Naveira, Truffat, Martínez, Ferrari & Mallo Abogados
• they are executed and/or registered in markets authorised by the CNV, even if the settlement process does not involve a market, clearing house, central counterparty entity, or an institution with equivalent responsibilities; and • they are executed between domestic and/or inter - national counterparties outside of markets author - ised by the CNV, in which case the CNV requires specific registration procedures for such deriva - tives; contracts in this category will be enforceable against third parties and assigned a definite date upon registration. As a result, it is crucial that these contracts are either executed or registered within CNV-authorised markets to ensure full applicability of the Productive Financing Law. 4.5 Filing/Reporting Obligations In line with the provisions of the Productive Financ - ing Law, the CNV, as the controller and enforcement authority of the regulatory regime, issued Resolution 775/2018 governing the Registry of Derivatives Oper - ations that the markets must carry out for the registra - tion of non-standard derivative contracts, carried out bilaterally with the intervention of entities under the jurisdiction of the CNV and/or agents registered with it, as well as the content and minimum data that such registries must contain and the obligations that fall on the entities under the jurisdiction of the CNV and the agents registered with said Agency in the matter. Resolution 775/2018 establishes that the so-called Derivatives Operations Registration Entities or, in their absence, the markets and/or clearing houses must keep a record of the derivatives contracts and repurchase agreements entered into bilaterally outside the scope of authorised markets. To this end, they must include the recordable data grouped by type of contract and underlying asset required in each case. The record must contain, at least, the following data: date, tax ID the parties involved, indication of buyer/ seller (for swaps, refer to the underlying asset), type of contract, underlying asset, face value, settlement currency, amount, term, expiration date and applica - ble jurisdiction.
The entities in charge of the registry must enable access that allows the information to be sent remotely with the security measures that it deems most appro - priate to guarantee its authenticity. Said registry must guarantee the confidentiality, integrity and protec - tion of the information they receive. The information involved must be kept by the entities in charge of the registry, for a period of ten (10) years. The entities in charge of the registry must authorise the parties to a contract to access the information cor - responding to the execution, modification (of amount or term), final settlement and termination of said con - tract, and to correct it without delay. The record of registration sent to the parties involved by the entities in charge of the registry will be sufficient proof of the effective registration of the contract for the purposes of effectiveness against third parties and the record of the existence of a certain date of the same. The Resolution outlines registration duties for deriva - tive contracts and bilateral repos. CNV-regulated entities and agents must report contract execution, modification, settlement, or termination to register entities by the next business day. Non-CNV entities may register contracts within five business days if the counterparty is solvent. One party must be designated for registration. Argentina’s 2018 regulations ensure enforceability of close-out netting, protecting deriva - tive transactions against third parties and insolvency, provided they are conducted within CNV-authorised markets. 4.6 Transparency For listed companies, the regulations of the National Securities Commission establish that a public takeo - ver bid must include the purpose of the acquisition, explicitly stating the bidder’s intentions regarding the future activities of the affected company. Where applicable, it must also include potential plans for the use of the affected company’s assets, any changes concerning its governing bodies, modifica - tions to its bylaws, and initiatives related to the trading of the company’s securities.
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