ARGENTINA Law and Practice Contributed by: Agustin Ferrari and Astrid Nottebohm, Naveira, Truffat, Martínez, Ferrari & Mallo Abogados
• the aggregate Argentine turnover of the acquiring group and the target, including con - trolled companies, during the previous fiscal year must be equal to or higher than 100 mil - lion Mobile Units (currently ARS67,632); and • the price of the transaction and the value of the Argentine assets acquired must be equal to or higher than 20 million Mobile Units, or the acquirer has participated in transactions in the same market: (a) during the last 12 months which altogeth - er exceeded 20 million Mobile Units; or (b) during the last 36 months which altogeth - er exceeded 60 million Mobile Units. Substantial and regular exports into Argentina count as Argentine turnover. Even if the threshold for business volume is exceeded, the transaction may not be subject to the report obligation if one of the following exemptions of the ACA applies: • the buyer previously owned more than 50% of the stock in the company to be acquired, and the acquisition will not lead to a change of control in that company; • the acquisition is one of bonds, debentures, non-voting shares or other debt instruments; • a single foreign company is acquiring a single Argentine company, the buyer did not previ - ously own any assets or stock in other com - panies in Argentina (excluding those with resi - dential purposes) and the buyers’ exports to Argentina have not been significant, regular, or frequent during the previous 36 months; or • the buyer is acquiring companies that have not carried out business in Argentina during the past year, unless the buyer and target’s business activities are the same.
As a general rule, a transaction can be filed before closing or up until one week afterwards. The approval by the AAC of a simple transaction may take between three months to a year. For more complex transactions, it may take upwards of 18 months. In certain circumstances, the CNV may require the bidder to notify the AAC of the offer for its prior approval. This notification must be carried out within seven days of submitting the application for authorisation to the CNV. If the AAC does not approve the transaction before the expiry of the tender offer, the CNV will require Labour law in Argentina is notoriously pro- employee. Liabilities that may be found in the due diligence process need to be carefully con - sidered since the materialisation of a labour law liability in a court case will almost certainly lead to an unfavourable ruling for the employer. the bidder to withdraw the latter. 2.5 Labour Law Regulations Acquirers should carry out a comprehensive due diligence of the target company’s employ - ment structure, including services provided to the target company with regularity, to check for defective registration of worker conditions (con - tract start date, seniority, benefits, etc), failure to apply collective bargaining agreements, and claims that may arise from service providers that render services to the target company on a regu - lar basis. President Javier Milei’s “Ley Bases” reform bill ( “Bases and Starting Points for the Freedom of the Argentine People” ) and its regulation intro - duced significant changes to labour law that had a positive impact on the M&A market. • Employment regularisation – introduces a reg - ularisation period and moratorium for unregis -
40
CHAMBERS.COM
Powered by FlippingBook