COLOMBIA Trends and Developments Contributed by: Clare Montgomery, Karen Santamaria and Silvana Aroca, Baker McKenzie
them, the reality is that it is not feasible to bring legal actions against directors or legal represent - atives on behalf of the company for breaching their duties in order to obtain compensation. In response to this legal loophole, new provisions have introduced a derivative action for share - holders to make claims for damages caused to a company resulting from directors’ infringing their legal duties. These measures aim to ensure that decisions made by administrators are in the company’s best interest. By establishing clear and strict rules on how to handle conflicts of interest, the authorities seek to foster a culture of integrity and responsibility in business management. This greater corporate transparency also enhances minority investor protection placing Colombia as an economy in line with best corporate govern - ance practices. In December 2024, a draft bill was presented to the Colombian Chamber of Representatives to update existing corporate regulations. It proposes introducing new rules on administra - tors’ duties, liabilities and conflicts of interest. It defines conflicts of interest, related parties, acts that imply competition with the company and usurpation of corporate opportunities more broadly, when compared with the definitions that currently exist in Decree 46 of 2024. Under the draft bill, directors’ fiduciary duties could be extended to any shareholders with a personal interest in a particular transaction under the conflict of interest rules where the company suffers damage. ESG Sustainability reports Despite changes in global trends towards sus - tainability in some jurisdictions, Colombian
regulators retain their focus on sustainability. The Superintendence of Companies introduced guidelines on a new Sustainability Report in March 2025 in addition to the existing Chapter XV of the Basic Legal Circular Letter contain - ing recommendations for unlisted companies to report the effects of their activities in various areas of sustainability such as the environment, society and inclusion. These recommendations, which are still volun - tary, promote the implementation of international standards and practices aimed at improving the competitiveness of companies. The intention, as indicated by the Superintendence of Com - panies in multiple academic settings, is that eventually, entities meeting certain requirements must implement and launch a Sustainability Pro - gramme and report to the Superintendence of Companies. Entities subject to permanent supervision by the Superintendence of Companies with assets or income in the previous financial year exceed - ing approximately USD13 million fall within the scope of these regulations and will have to file this information in the future as will entities engaged in certain activities in the mining and energy, manufacture, construction, tourism, tel - ecommunications and new technologies sectors when they generate income exceeding approxi - mately USD9.7 million. For the 2025 corporate filings, the Superintend - ence of Companies issued guidelines on the submission of “Non-Financial Information” for unlisted companies, creating a new report on sustainability which includes a section on gov - ernance and business practices. Although it is optional to file this report in 2025, it is likely to become mandatory in the near future.
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