ARGENTINA Law and Practice Contributed by: Agustin Ferrari and Astrid Nottebohm, Naveira, Truffat, Martínez, Ferrari & Mallo Abogados
a federal question” . However, the National Ordinary Judiciary based at the Buenos Aires (CABA) appellate court dismissed the CSJN’s decision in a plenary session, arguing that the organisation of judicial power should be decided by the legislative branch of govern - ment, and not the CSJN. Amid the uncertain - ty, appeals are currently being filed following the decision of the CSJN and presenting the alternative appeal as required by the appel - late court. • Since most disputes that may arise in an M&A transaction are of this nature and would be handled by these courts, this change is highly significant as it alters the appellate court for appeals. Finally, it is worth noting that, in late February 2025, President Milei appointed by decree two judges to fill vacancies in the CSJN and com - plete the five-member court. President Milei’s appointments were later rejected by the Senate causing the judge who had been sworn in to the CSJN to resign and the other one to stay at their previous position. In the coming months, we will see if new appointments are made to fill in the vacancies and how such developments impact the ideological positioning of the CSJN and which may influence the M&A sector. 3.2 Significant Changes to Takeover Law On 12 December 2024, the Argentine Securities Commission (Comisión Nacional de Valores) issued General Resolution No 1037. The Resolu - tion provides that it will no longer be mandatory to execute a tender offer when: i) the Federal Government – directly or indirectly – transfers to a private investor its interests, when equal to or lower than 50%, in a controlling entity of a company admitted to the public offering regime included in the energy or gas sectors; and (ii) the purchaser assumes the same position as the
seller in a pre-existing shareholder agreement without altering the stake held in the company, which must remain equal to or less than 50%. On 16 July 2024, the Public Registry of the Autonomous City of Buenos Aires issued Gen - eral Resolution No 15/2024 seeking to reduce the bureaucratic load and to promote invest - ment and economic development. To do this, the resolution simplifies the procedures and require - ments for registering foreign entities before the Public Registry, and eliminates annual informa - tion requirements as well as certain local entity requirements. This eases the way for the entry of all foreign investors, including those willing to enter the takeover sector. 4. Stakebuilding 4.1 Principal Stakebuilding Strategies It is not customary – though not unheard of either – for a bidder to build a stake in its target prior to launching an offer. The Argentine market for public takeover bids ( ofertas publicas de adqui- sición , or OPAs), whether voluntary or manda - tory, is a small one, and there are few cases in which a takeover bid is not the result of pre- existing shareholder agreements or situations. It is rare for a takeover bid to occur in which a third party acquires shares without prior negotia - tion by the shareholders, or on a hostile basis. In other words, it is neither necessary nor common to acquire a minority stake in a company before obtaining control of it. Instead, it is more usual for a shareholder who does not initially control the company to later gain control through via a takeover. There are no specific rules or procedures gov - erning stakebuilding strategies. However, if the target is a publicly traded or regulated entity,
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