CHILE Law and Practice Contributed by: Cristián Eyzaguirre Fontaine, Daniela Del Solar Nielsen and Gonzalo Eyzaguirre Alvarado, Eyzaguirre & Cía
foreign investors in cross-border transactions and corporate acquisitions, especially where the source of funds or the identities of benefi - cial owners must be verified. These compliance obligations are generally overseen by the Finan - cial Analysis Unit ( Unidad de Análisis Financiero , UAF). Although Chile does not have a centralised national security review body for M&A transac - tions, both national and foreign investors should consider the potential impact of regulatory restrictions or sector-specific laws. In particular, certain areas of investment (such as defence, critical infrastructure, energy, telecommunica - tions, or natural resources) may require prior authorisation or sectoral licences from the rel - evant authority, depending on the nature of the target company and its business activities. 3. Recent Legal Developments 3.1 Significant Court Decisions or Legal Developments In recent years, Chile has experienced a number of legal developments that directly or indirectly affect M&A transactions. One positive area of development has been the growing recognition and enforcement of foreign arbitral awards by Chilean courts, strengthening legal certainty for international investors. This trend has encour - aged the use of arbitration clauses in cross- border M&A deals and enhanced predictability in resolving disputes. Another area of attention involves ongoing tax reform discussions. Proposed changes include modifications to corporate income taxation, the treatment of capital gains, and the deductibil - ity of interest and other transaction costs, all of which could affect the structuring and valuation
of deals and should be closely monitored by investors and legal counsel. As of the date of this report, there are no indications that the reform will advance in the short term, particularly in light of the global economic uncertainty triggered by the new tariff policies introduced by the United States government in 2025, which may impact the international M&A landscape. Additionally, Chile has enacted and strengthened various compliance regulations that increase the complexity of due diligence processes. These include expanded obligations in areas such as anti-bribery, anti-money laundering, data protec - tion, and the entry into force of Law No 21,643, which imposes mandatory internal procedures to address workplace harassment and violence. These developments reinforce the importance of integrated legal, tax, and compliance due dili - gence in Chilean M&A transactions. 3.2 Significant Changes to Takeover Law As of the date of this report, there have been no significant amendments to Chilean takeover law in the past 12 months. Likewise, there are no pending legislative initiatives currently under discussion that would suggest changes to the legal framework governing public tender offers or other takeover procedures. Chile’s existing regulatory framework continues to govern takeovers through a well-established set of rules contained in the Civil Code, the Com - mercial Code, Decree Law No. 211 on Defence of Free Competition, the Securities Market Act, and the Corporations Act, as well as regula - tions issued by sectoral authorities such as the Financial Market Commission ( Comisión para el Mercado Financiero , CMF), which may apply in specific cases. Depending on the nature of the transaction, these may include disclosure
430 CHAMBERS.COM
Powered by FlippingBook