CHILE Law and Practice Contributed by: Cristián Eyzaguirre Fontaine, Daniela Del Solar Nielsen and Gonzalo Eyzaguirre Alvarado, Eyzaguirre & Cía
4.6 Transparency In Chile, the obligation to disclose the intention to acquire control applies to shareholders and any person or entity – natural or legal – who, directly or indirectly, seeks to take control of a publicly traded company. This obligation applies regardless of the method used to obtain con - trol, including public or private transactions and derivative arrangements. Such disclosure must be made to the company, its parent and subsidiaries, the Financial Market Commission ( Comisión para el Mercado Finan- ciero , CMF), and the stock exchanges where its securities are listed. The communication must occur at least ten business days prior to the exe - cution of the transaction, or as soon as negotia - tions are formalised or confidential information has been disclosed. Furthermore, if the transaction meets both revenue thresholds established under Chilean antitrust regulations for concentrations (see 2.4 Antitrust Regulations ), it must also be notified to the National Economic Prosecutor’s Office ( Fiscalía Nacional Económica , FNE), which will initiate the mandatory antitrust clearance proce - dure before the transaction can be implemented. 5. Negotiation Phase 5.1 Requirement to Disclose a Deal The obligation to disclose a merger or acquisition transaction depends on the actual stage of the negotiations being conducted, the target com - pany’s type and status and the parties involved in the transaction. This is a matter which must be considered on a case-by-case basis. Where the target is a publicly traded company, the parties to the deal, whether as buyer or seller, and even the target company if and at the time it becomes
Market Commission ( Comisión para el Mer- cado Financiero , CMF) and must comply with both securities regulations and competition law, particularly when the purpose of the derivative transaction is to acquire control over the issuer of the underlying securities. Disclosure obligations will arise under Chilean law when derivative instruments are used as part of a strategy to acquire control over a publicly traded company, regardless of whether such control is pursued through direct ownership or economic exposure. These obligations typically depend on the structure and legal effect of the derivative product under analysis, particularly if it enables the holder to influence control over the company or affects market transparency. The use of derivatives must not distort market conditions, mislead investors, or be employed for anti-competitive purposes. Otherwise, it may trigger investigations or enforcement actions by the CMF or the National Economic Prosecutor’s Office ( Fiscalía Nacional Económica , FNE). 4.5 Filing/Reporting Obligations Under Chilean securities law, publicly traded companies are subject to certain filing and reporting obligations regarding derivatives. With respect to securities disclosure obligations, companies are required to disclose their deriva - tive positions in their periodic financial reports and other filings. This typically includes annual and quarterly filings, where companies must provide a clear and comprehensive account of their financial activities, including any signifi - cant positions held in derivatives. If a derivative transaction may materially affect the company’s financial condition or share price, such transac - tions must be disclosed promptly to the relevant regulatory authorities and stock exchanges.
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