ARGENTINA Law and Practice Contributed by: Agustin Ferrari and Astrid Nottebohm, Naveira, Truffat, Martínez, Ferrari & Mallo Abogados
a public takeover bid must include the purpose of the acquisition, explicitly stating the bidder’s intentions regarding the future activities of the affected company. Where applicable, it must also include poten - tial plans for the use of the affected company’s assets, any changes concerning its governing bodies, modifications to its bylaws, and ini - tiatives related to the trading of the company’s securities. 5. Negotiation Phase 5.1 Requirement to Disclose a Deal Non-Publicly Listed Companies For non-publicly listed companies, transactions must be disclosed once definitive agreements are signed. Regulatory approvals from bodies such as the Argentine Antitrust Commission (AAC), the Argentine Central Bank (BCRA), or the National Communications Entity (ENACOM) are obtained after closing, meaning deals are final - ised subject to receiving the necessary clear - ances (ad referendum of approval). Publicly Listed Companies The Board of a publicly listed company must immediately inform the National Securities Commission (CNV) of any event or situation that could significantly impact the placement or trad - ing of its securities. This obligation arises from the moment a public offering of negotiable secu - rities is requested and extends to administrators and supervisory body members. Despite this requirement, parties typically main - tain confidentiality during negotiations and dis - close transactions only upon executing defini - tive agreements. This practice aligns with CNV reporting obligations for individuals or legal
entities acquiring or selling shares in a publicly listed company when the transaction results in a change in ownership affecting the control group. Additionally, any individual or entity acquiring or selling shares representing 5% or more of a pub - licly traded company’s voting rights must imme - diately notify the CNV and provide the necessary documentation. 5.2 Market Practice on Timing The market practice on timing of disclosure gen - erally does not differ from legal requirements, subject to the delay of disclosures where a mat - ter is kept temporarily confidential. CNV rules recommend that the CNV be consulted for guid - ance where disclosure is not made or delayed. 5.3 Scope of Due Diligence In Argentina, the legal due diligence process for negotiated business combinations follows a generally standard approach. The review typi - cally covers key aspects such as assets, charg - es and liens, material contracts, employment matters, shareholder agreements and rights, ongoing or potential litigation, intellectual prop - erty, licenses and permits, company structure, tax filings, and other relevant business matters. Whenever possible, information provided by the seller is cross-checked against public registers and other publicly available sources to ensure accuracy. Although, some years ago, the market tended to request full due diligence reports, the trend has changed in recent years and red-flag due diligence reports are now usually sought due to the need to cut down on time and costs of the process. Notwithstanding the peculiarities of each indus - try, in Argentina, the analysis of labour, litigation,
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