CHILE Law and Practice Contributed by: Franco Acchiardo, Francisca Castro, Hugo Prieto and Manuel Diumenjo, Clyde & Co Chile
Duty of Loyalty (Lealtad) Directors must always act in the best interests of the company, not in their personal interest or on behalf of third parties. This fiduciary obliga - tion includes: • avoiding conflicts of interest; • refraining from using their position for per - sonal gain; • not disclosing or using confidential company information improperly. Duty of Information and Oversight Directors and officers must: • review and oversee the company’s financial statements, internal controls, and risk man - agement; • ensure that adequate corporate governance and compliance frameworks are in place. Duty of Transparency Directors must ensure that the company com - plies with its disclosure obligations, including timely, accurate, and complete reporting to shareholders and regulators (such as the CMF), particularly with respect to: • financial statements; • material events ( hechos esenciales ); • related party transactions. Legal and Regulatory Compliance Directors and officers are responsible for ensur - ing that the company: • complies with tax, labour, environmental, and financial regulations; • implements crime prevention models as required under Law No. 20,393, which may hold the company criminally liable for certain offences (eg, bribery, money laundering).
• disclose their interest to the board; • abstain from voting on the transaction; • ensure the transaction is submitted to the shareholders for ratification in certain cases (eg, if material or not carried out at arm’s length). LPLC interlocking prohibits individuals from serving simultaneously as directors or execu - tives of competing companies when each com - pany (or its business group) has annual revenues exceeding UF100,000. This restriction is aimed at preventing anti-competitive coordination and collusion risks. The National Economic Prosecutor’s Office (FNE) has actively enforced this provision, and in 2025 the Competition Tribunal (TDLC) issued its first decision applying the interlocking prohibi - tion, confirming its enforceability and establish - ing jurisprudence on its scope and application. 4.6 Legal Duties of Directors/Officers In Chile, the main legal duties of directors and officers are established by the LSA and the LMV, as well as other relevant statutes such as the Criminal Liability of Legal Entities Law (Law No. 20,393). The principal duties include: Duty of Care (Diligencia y Cuidado) Directors and officers must act with the diligence and care that a reasonably prudent person would exercise in similar circumstances. This includes being properly informed before mak - ing decisions, supervising corporate affairs, and participating actively in board and committee meetings.
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