ARGENTINA Law and Practice Contributed by: Agustin Ferrari and Astrid Nottebohm, Naveira, Truffat, Martínez, Ferrari & Mallo Abogados
acquiring a certain percentage of shares – either individually or in coordination with others (as legally defined) – can trigger disclosure obliga - tions and, in some cases, necessitate mandatory offers. 4.2 Material Shareholding Disclosure Threshold Companies that are not admitted to the public offering regime must first notify the tax authori - ties of any change in their share capital within ten days of their occurrence (AFIP Regulation 4697). Additionally, they must record at the Public Reg - istry any transfers of equity interests, partnership interests, or shares in limited liability companies, general partnerships, simple limited partner - ships, capital and industry partnerships, and partnerships limited by shares. Listed companies must report to the National Securities Commission on a monthly basis any changes that occurred during the previous month in their holdings or options to buy or sell shares and/or debt securities convertible into shares of the entity, using the corresponding forms. Furthermore, any transaction carried out by indi - viduals or legal entities must be reported within ten days if they concern: i) the acquisition or dis - posal of shares and/or debt securities convert - ible into the shares of an issuer; ii) the acquisition of options to buy or sell such securities, or to convert negotiable obligations; (iii) the alteration of the structure or composition of their direct or indirect stake in the capital of an issuer by 5% or more, or by gaining more than 5% of the vot - ing rights that can be exercised at shareholders’ meetings.
This is reduced to 2% for issuers that are market operators (General Resolution 1036/2024). 4.3 Hurdles to Stakebuilding While statutory limitations on the transfer of shares that float in the market may not be pos - sible, the principle of freedom of contract applies for non-listed companies. In this regard, General Corporate Law establishes that the transfer of shares or equity interests may be limited, but not prohibited. Accordingly, companies can include – and it is common to do so – clauses that provide for rights such as right of first refusal, drag-along rights or tag-along rights. Likewise, in partner - ships, provisions may be included regarding the admission of new partners or heirs – either to Following the enactment of the Productive Financing Law (27440), Argentina fully adopted ISDA standards, granting full enforceability to contractual solutions within financial deriva - tive agreements. This law, after broadly defining “derivative contracts,” stipulates that its provi - sions apply to contracts that meet the following criteria: • they are executed and/or registered within markets authorised by the National Securities Commission (CNV), where settlements occur through a market, clearing house, central counterparty entity, or an institution perform - ing similar functions; regulate or limit such admission. 4.4 Dealings in Derivatives • they are executed and/or registered in mar - kets authorised by the CNV, even if the set - tlement process does not involve a market, clearing house, central counterparty entity, or an institution with equivalent responsibilities;
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