COLOMBIA Law and Practice Contributed by: Gabriela Mancero, Daniel Peña, Maria Fernanda González and Andrea Sánchez Gallardo, Peña Mancero Abogados
9. Due Diligence/Data Privacy 9.1 Technology Company Due Diligence Securities issuers (including companies listed in the BVC) must keep the National Registry of Securities and Issuers ( Registro Nacional de Valores y Emisores RNVE) continuously updated by submitting periodic and material information to the FSC. This information must also be sub- mitted to the trading systems where these secu- rities are listed. When disclosing periodic and material informa- tion, issuers must consider information that a prudent and diligent investor would consider relevant when deciding to buy, sell or hold the issuer’s securities, or when exercising the politi- cal rights associated with those securities. Periodic information includes quarterly reports on financial status, litigation, securities perfor- mance, management activities and other rel- evant data. Material information, which must be disclosed, includes the issuer’s commercial and operational status, accounting and financial information, corporate governance, legal mat- ters, information on the issuance and trading of securities and any event deemed important to investors. This information must be publicly accessible to the market, ensuring that all investors have equal access, as it must be published through the mechanism provided by the FSC. 9.2 Data Privacy When conducting due diligence on a technology company, personal data regarding employees, clients and suppliers may need to be disclosed. In doing so, the company must ensure compli- ance with data privacy regulations – including obtaining and maintaining proof of authorisa-
indemnity obligations in case of dismissal or unilateral transfer of employees. Works Council Consultation Labour legislation does not require registration or prior authorisation from regulatory and over- sight entities, unless the transaction involves a personnel restructuring that may result in a mass layoff. In such cases, prior authorisation must be requested from the Ministry of Labour. A col- lective dismissal occurs when between 5% and 30% of a company’s workforce is terminated, depending on the total number of employees, and is assessed based on the dismissals that occur within a period of six months. 7.7 Currency Control/Central Bank Approval Central bank approval is not required for an M&A transaction. However, if one of the parties is a foreign entity or a non-resident, the investment must be registered with the central bank. 8. Recent Legal Developments 8.1 Significant Court Decisions or Legal Developments Recently, the SIC approved the integration of Movistar and Tigo’s mobile access networks under a newly established infrastructure com- pany with shared ownership. This approval was granted with several conditions aimed at preventing any negative impact on wholesale markets, ensuring effective governance of the new entity (NETCo), maintaining coverage lev- els, guaranteeing the separation of network cores and ensuring adherence to principles of free competition.
104 CHAMBERS.COM
Powered by FlippingBook