COLOMBIA Law and Practice Contributed by: Jaime Trujillo, Andres Crump and Natalia Ponce de León, Baker McKenzie
1.3 Key Industries The industries that registered significant M&A activity in the past four months and should con - tinue to do so in the foreseeable future include fintech (due to the ongoing trend in emerg - ing markets towards banking digitisation and democratisation, which was accelerated by the pandemic, and the continued expansion of plat - forms that rely on a digital ecosystem) and the healthcare educational sector, given the quality of education for which Colombia is renowned. Additionally, the electricity segment has gained considerable attention, despite regulatory and climate uncertainties driven by tax benefits and energy diversification. Renewable energy deals are coming into the spotlight. These projects boost the M&A market due to the interest that new investors have shown, and even due to the arrival of fresh players whose main activity is not related to renewable energies. The impetus for energy transition is a key driv - er. Additionally, there seems to be a paradoxi - cal increase in acquisitions of existing assets in anticipation of a potential slowdown in new project development. 2. Overview of Regulatory Field 2.1 Acquiring a Company The primary techniques/legal means for acquir - ing a company in Colombia depend on whether the acquisition is of a private or public/listed company.
shareholders or subscribing to newly issued shares. Asset acquisition This involves taking over both the assets and liabilities of the company as a going concern or, alternatively, acquiring selected assets. In this case, the buyer may become the successor to the seller for certain obligations related to the acquired assets, but not for all liabilities. Listed Companies The acquisition of listed companies in Colombia is subject to Decree 2555 of 2010 and certain specific rules set primarily by the Colombian Superintendence of Finance (Superintenden - cia Financiera de Colombia, or SFC) and the Colombian Stock Exchange (Bolsa de Valores de Colombia, or BVC). See 4.2 Material Share- holding Disclosure Threshold . 2.2 Primary Regulators SFC The SFC oversees and regulates Colombia’s financial sector and capital markets. Its respon - sibilities encompass supervision, compliance, and ensuring the stability of financial institu - tions (banks, insurance companies, etc), issuers, intermediaries, brokers, and stock exchanges. Superintendence of Companies The Superintendence of Companies, as the authority for commercial entities, is in charge of authorising certain transactions, such as merg - ers and spin-offs when the entities are subject to certain circumstances, such as: (i) having pension liabilities; or (ii) having obligations aris - ing from the issuance of bonds in Colombia or abroad.
Private Companies Equity acquisition
In this scenario, the buyer can acquire either a controlling or minority interest in the target com - pany’s equity by acquiring shares from existing
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