CHILE Law and Practice Contributed by: Cristián Eyzaguirre Fontaine, Daniela Del Solar Nielsen and Gonzalo Eyzaguirre Alvarado, Eyzaguirre & Cía
7. Disclosure 7.1 Making a Bid Public
from using their authority to infringe upon the rights of common or preferred shareholders. Consequently, any attempt to restructure own - ership or to enforce a squeeze-out through deci - sions made at the board level would be subject to these legal constraints. Additionally, Chilean law provides that minor - ity shareholders are entitled to withdraw from a company if a controlling shareholder acquires more than 95% of the shares in a publicly traded company, provided that this right is exercised within 30 days of the controlling shareholder reaching the 95% threshold. Should the minor - ity shareholders fail to exercise this right, the controlling shareholder may compel the remain - ing shareholders to sell their shares, subject to certain conditions. Specifically, the controlling shareholder must have acquired at least 15% of the shares from unrelated shareholders via a public tender offer, and other requirements must also be met. 6.11 Irrevocable Commitments In Chile, obtaining irrevocable commitments from principal shareholders is common in M&A transactions, particularly in friendly takeovers where bidders seek deal certainty before launch - ing a tender offer. These commitments are typi - cally negotiated early in the process, ensuring that key shareholders will tender their shares or vote in favour of the proposed transaction. While these commitments are generally bind - ing, they often include way-out clauses, allowing shareholders to withdraw if a better offer arises.
The Securities Market Act, as well as the Finan - cial Market Commission ( Comisión para el Mer- cado Financiero , CMF) regulations, contain a comprehensive set of disclosure requirements regarding business combinations involving pub - licly traded companies. As a general rule, public - ly traded companies are subject to a continuing duty to report and disclose certain information to the CMF, the stock exchange, and the gen - eral public, which is fully applicable to business combinations. As noted in section 6.5 Minimum Acceptance Conditions , a tender offer must be announced publicly, and a prospectus must be prepared and made available to all interested parties. Addition - ally, each of the directors must issue a report, as required under the Securities Market Act. Tender offers shall be addressed to all the shareholders of the target company or to all the holders of shares of a given series, provided, however, that a tender offer may be limited to a certain amount of shares, in which case the shares tendered shall be acquired by the offeror on a pro-rata basis. The terms and conditions governing a tender offer made with respect to shares of a given series shall be the same for all In Chile, the Securities Market Act and the regu - lations and guidelines of the Financial Market Commission ( Comisión para el Mercado Finan- ciero , CMF) set specific disclosure requirements in a tender offer process. As already described in section 6.5 Minimum Acceptance Conditions , the prospectus for a the holders of shares of such series. 7.2 Type of Disclosure Required
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