CHILE Law and Practice Contributed by: Cristián Eyzaguirre Fontaine, Daniela Del Solar Nielsen and Gonzalo Eyzaguirre Alvarado, Eyzaguirre & Cía
However, other sectoral government authorities may play a role depending on the industry sector or other transaction characteristics, such as the Chilean Central Bank (eg, if cross-border pay - ments are involved) and the Superintendency of Electricity and Fuel(eg, if power energy assets are transacted). 2.3 Restrictions on Foreign Investments Chile maintains an open and transparent regula - tory framework that actively encourages foreign direct investment, imposing minimal restrictions on foreign investors. In this regard, certain sec - tors and activities are subject to specific limita - tions or regulatory conditions, including: • restrictions on the acquisition of land near Chile’s borders by foreign nationals from neighbouring countries; • requirements that only Chilean nationals may register vessels under the Chilean flag, among other nationality-related criteria; and • prior authorisation requirements for foreign investments in specific strategic industries depend on the nature of the activity and the entities involved. These restrictions are relatively limited in scope and do not generally hinder cross-border M&A transactions. Nevertheless, foreign investors are advised to conduct preliminary regulatory assessments to ensure compliance with applica - ble limitations in sensitive or regulated sectors. 2.4 Antitrust Regulations As outlined in the 2.2 Primary Regulators , the National Economic Prosecutor’s Office ( Fiscalía Nacional Económica , FNE) and the Antitrust Court ( Tribunal de Defensa de la Libre Compe- tencia , TDLC) play a central role in the regulation of mergers and acquisitions from a competition law perspective.
Decree Law No 211 on Defence of Free Com - petition provides the legal framework not only for identifying and sanctioning anti-competitive conduct but also for regulating concentrations through a mandatory merger control regime. This includes M&A transactions that may give rise to significant changes in market structure. Within this framework, the FNE is the authority empowered to approve, approve with condi - tions, or reject concentrations that meet specific revenue thresholds. Filing with the FNE initiates a formal review process, which must be com - pleted prior to implementing the transaction. However, not all concentrations must be submit - ted to the FNE. Only those that exceed the rev - enue thresholds set out in the applicable regula - tion are subject to mandatory review. • the thresholds for mandatory notification are cumulative. Both of the following conditions must be met: • the combined turnover of the parties involved must exceed approximately USD101 million in the previous calendar year; and • at least two of the parties must have generat - ed revenues in Chile of approximately USD18 million or more in the same period. When a concentration meets both of the thresholds described above, the FNE evaluates whether the transaction may significantly less - en competition. If no competitive concerns are identified, the transaction is approved without conditions. Otherwise, the FNE may approve the transaction subject to structural or behavioural remedies – such as divestitures, conduct com - mitments, or amendments to contractual terms – or reject it outright. Decisions issued by the FNE in merger control cases may be challenged before the TDLC, which acts as a reviewing body
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