COLOMBIA Law and Practice Contributed by: Gabriela Mancero, Daniel Peña, Maria Fernanda González and Andrea Sánchez Gallardo, Peña Mancero Abogados
In Colombia, there are no explicit restrictions based solely on an investor’s country of origin. Export Control Regulations Export controls exist on the following: • coal ore is controlled by the National Mining Agency (ANM); • fishery products are regulated by the National Authority of Aquaculture and Fisheries (AUNAP), among other agencies; • cell phones – the export of smartphones or cellular phones and their parts is prohibited for postal traffic and express shipments, but travellers leaving the country may carry up to three smartphones or cellular phones as part of their personal effects; • to export precious stones, precious metals and manufactured goods included in Chapter 71 of the Customs Tariff (excluding costume jewellery), the exporter must be registered and authorised in the Unique Registry of Min- eral Traders (RUCOM) and must possess the necessary measuring equipment and tools to determine the quality and weight of the merchandise; and • coffee exporters must register with the Foreign Trade Directorate of the Ministry of Commerce, Industry and Tourism – passen- gers may carry up to the equivalent of 10 kg of roasted coffee per person on each trip. 7.5 Antitrust Regulations Transactions covered by merger control regula- tion in Colombia are those intended to merge, consolidate, acquire control or integrate, regard- less of the legal form of any such transaction. The Colombian competition agency – SIC – con- siders that there is a concentration when control over two companies or undertakings that were participating independently in the market is acquired permanently by the same management
or decision centre, whatever the legal structure designated for that purpose. Standards for Reporting Transactions that have to be disclosed or require prior authorisation (waiting period) from the SIC in Colombia are those that: • are entered into by companies that are dedi- cated to the same activities or participate in the same vertical value chain; and • together or separately had operational income or owned assets in Colombia, in the year prior to the transaction, in an amount that meets the thresholds that the SIC has established. Currently, the notification thresh- old is equivalent to approximately 60,000 minimum monthly legal wages (approximately USD18,571,000). Market Share If the individual or joint market share of the par- ticipants in the transaction is below 20%, then the transaction is deemed authorised and needs only to have been previously disclosed (no wait- ing period) to the SIC. If the market share is – or exceeds – 20%, a waiting period is triggered and the parties will need to file an extensive amount of information concerning the transaction, the parties’ activities, the market and the competi- tors. Once the transaction has been reported, the SIC may approve, object to or impose conditions on it. 7.6 Labour Law Regulations Colombian employment law is protective of employees. In M&A transactions, acquirers should be primarily concerned about the effects of employer substitution schemes, including
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