CHILE Law and Practice Contributed by: Claudio Lizana, Daniela León, Tomás Appelgren and María Jesús Gaete, Estudio Lizana
1. Legislation and Enforcing Authorities 1.1 Merger Control Legislation The following is the relevant merger control leg - islation in Chile: • Chapter IV of Law Decree No 211 of 1973, as amended (“DL 211”), which establishes the mechanism for preventive and mandatory merger control; and • Decree No 41/2021 of the Ministry of Econo - my, Development and Tourism, which estab - lishes the Regulation on the Notification of Concentrations (“Regulation”). Additional Guidance • Exempt Resolution No 157 of 2019, through which the National Economic Prosecutor’s Office (FNE) set the jurisdictional thresholds effective to this date; • FNE Guidelines on the Analysis of Horizontal Concentrations (2021); • FNE Guidelines on Threshold Interpretation (2019); • FNE Guidelines on Jurisdiction (2017); • FNE Guidelines on Remedies (2017); and • FNE Notification Form for Concentrations (2019). 1.2 Legislation Relating to Particular Sectors Relevant Legislation for Foreign Investments In general, foreign investments are not subject to approval but only to registration formalities (post facto) before the Central Bank of Chile to mate - rialise the investment, according to Chapter XIV of the Compendium of International Exchange Regulations, which establishes the rules applica - ble to credits, deposits, investments and capital contributions from abroad. In accordance with such regulations, for amounts over USD10,000,
investors have the obligation to enter foreign currency through the formal exchange market and to inform the Central Bank in writing of the transaction. By virtue of this regulation, the Cen - tral Bank is not authorised to reject the invest - ments (ie, it is just a notification mechanism, not an approval). There are no mandatory/suspensory restrictions on foreign ownership of non-regulated Chilean companies. Legislation Relating to Particular Economic Sectors Regulated entities: banking and other regulated institutions In Chile, there are different regulatory authorisa - tions required for changes in the ownership of regulated entities or institutions. For example, there are several types of trans - actions in the banking sector that require pri - or authorisation from the Commission for the Financial Market (CMF): • Article 35 bis of the General Banking Law requires banks or controlling persons or groups, as appropriate, to request special prior authorisation from the CMF when the resulting bank or group of banks may achieve “systemic importance” as a result of some or several of the following acts: (a) merger of banks; (b) acquisition of all the assets and liabilities of one bank by another; (c) acquisition of a substantial part of the as - sets and liabilities of one bank by another (“substantial” means equal to or greater than one third of their book value); (d) takeover of two or more banks by the same person or controlling group; it is understood that this case includes the
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