CHILE Law and Practice Contributed by: Franco Acchiardo, Francisca Castro, Hugo Prieto and Manuel Diumenjo, Clyde & Co Chile
ing thresholds, depending on the nature of the decision. Meetings must comply with notice periods and formalities established in the company’s by-laws and the LSA, including the method and timing of the call. Failure to follow these requirements may invalidate resolutions and expose directors or officers to liability or regulatory sanctions. 5.4 Shareholder Claims Under the LSA and the LMV, shareholders may pursue civil, administrative, or even criminal remedies against the company, its directors, or controlling shareholders in cases of misconduct or breaches of legal duties. The principal bases of claim available to share - holders include: • breach of fiduciary duties by directors, such as acting in self-interest, engaging in negli - gent management, or failing to act with due diligence and care; • abuse of controlling position or majority rights, where controlling shareholders exer - cises their influence in a manner that harms minority shareholders or the company itself; • violation of shareholders’ rights, such as the right to receive dividends, access corporate information, or participate in decision-making processes; • contraventions of market conduct or disclo - sure obligations, including insider trading or market manipulation, which may give rise to administrative sanctions by the Comisión para el Mercado Financiero (CMF) or criminal charges by the Ministerio Público . In addition, dissenting shareholders have appraisal rights ( derecho a retiro ) in certain fun - damental corporate decisions - such as mergers,
transformations, or the sale of substantial assets - enabling them to request that the company repurchase their shares at fair market value. Shareholders can bring individual or derivative actions depending on whether the harm is per - sonal or affects the company. Directors may be held personally liable if their actions breach stat - utory or fiduciary duties, subject to standards of wilful or negligent conduct. 5.5 Disclosure by Shareholders in Publicly Traded Companies Shareholders of publicly traded companies in Chile are subject to several disclosure obliga - tions under the LMV and regulations issued by the CMF: Threshold Disclosures Shareholders who acquire a 10% or greater interest in a publicly traded company must notify the CMF. Any subsequent increase or decrease of 5% or more in their holdings must also be dis - closed. These reports must include information about the purpose of the acquisition, sources of funding, and any plans to acquire control of the company. Disclosure of Control intentions Individuals or entities seeking to gain control of a company - whether through a public tender offer (OPA) or otherwise - must disclose their inten - tions to the CMF and the market. This includes reporting coordinated actions among sharehold - ers that may affect control or governance. Ultimate Beneficial Ownership (UBO) Although publicly traded companies are not cur - rently required to disclose a full list of all share - holders, regulations enforced by the CMF and the UAF require companies - especially finan - cial institutions and entities subject to AML/CTF
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