CHILE Trends and Developments Contributed by: Luis Felipe Hübner, Diego Marín Ithurbisquy, Felipe Hübner Vadivieso and Valentina Fuentes, UH&C Abogados
The Role of Regulatory Authorities in M&A Transactions Regulatory oversight has become a defining factor in Chile’s M&A landscape, particularly in industries with high market concentration. The Fiscalía Nacional Económica (FNE) remains the primary authority for merger control, assessing transactions to determine whether they should be approved, subject to remedies, or blocked due to competition concerns. The Competition Court ( Tribunal de Defensa de la Libre Com- petencia (TDLC)) serves as an appellate body, reviewing cases where prohibitions or conditions are contested. As regulatory scrutiny intensifies, transaction timelines have lengthened, with FNE investiga - tions averaging 23 days for simplified proce - dures without overlaps, 28 days for standard simplified cases, and up to 41 days for ordinary reviews. Phase I approvals typically take around 27 days, while admissibility assessments aver - age 24 days. As a result, compliance require - ments have become more demanding, particu - larly for deals in financial services, infrastructure and retail. Investors now factor competition risk into valuations, leading to more sophisticated deal structures that include divestitures, exclu - sivity adjustments and post-merger monitoring mechanisms to manage regulatory complexity. Looking to 2025, this trend toward more in- depth reviews is expected to continue in line with global developments in antitrust enforcement. Early and proactive engagement with regulators, well-developed compliance strategies, and flex - ible deal terms will be essential for navigating regulatory risk and improving the likelihood of approval.
ing Chilean start-ups as particularly attractive acquisition targets. Looking ahead, M&A activity is likely to concen - trate on the monetisation of software solutions as opposed to infrastructure development. Cross- border transactions are also expected to grow, with Chilean AI start-ups appealing to interna - tional investors looking for scalable, high-impact opportunities. At the same time, the regulatory environment – particularly the forthcoming data protection framework – will introduce new com - pliance demands, reinforcing the dual role of AI as both an opportunity and a legal consideration in Chile’s evolving M&A ecosystem. The Role of Preliminary Agreements in M&A Transactions Preliminary agreements, such as Memoran - dums of Understanding (MOUs), Letters of Intent (LOIs), and Term Sheets, play a critical role in Chilean mergers and acquisitions. These docu - ments provide a framework for negotiation by outlining key terms, expectations and timelines, thereby addressing common causes of deal failure. Global data shows a high failure rate for M&A transactions, with approximately 70–75% not meeting initial objectives – underscoring the value of clear preliminary planning. Although generally non-binding, preliminary agreements often contain enforceable provi - sions concerning confidentiality, exclusivity, cost allocation and the obligation to negotiate in good faith. Unclear drafting in these areas may lead to disputes or hinder transaction progress. Well-structured preliminary agreements enhance deal certainty, reduce potential legal and finan - cial risks, and facilitate smoother due diligence, which is particularly important in Chile’s increas - ingly complex regulatory landscape.
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