ARGENTINA Law and Practice Contributed by: Agustin Ferrari and Astrid Nottebohm, Naveira, Truffat, Martínez, Ferrari & Mallo Abogados
obtained, the controlling shareholder issuing the unilateral statement must deposit the necessary funds in a special account at a local financial institution to acquire the remaining shares at a fair price. The amount may exceed the proposed price, which is open to challenge by sharehold - ers regarding its fairness and reasonableness. 6.7 Types of Deal Security Measures Deal-protection and cost-coverage solutions used in M&A transactions to shield transactions from competing third-party bidders are permit - ted in Argentina, and including the following: • confidentiality or non-disclosure agreements; • no-shop clauses; • non-solicitation clauses; • break-up fees (penalty payable by target company) or reverse break-up fees (penalty payable by buyer) – although their inclusion is Among the recent changes to the regulatory environment that may impact the length of inter - im periods in Argentina, we highlight Resolution 905, published on 18 May 2023 by Secretariat of Commerce, introducing a new Regulation for Merger Notification. A significant change is the implementation of a summary procedure (PRO - SUM) for mergers which are less likely to nega - tively affect competition. This procedure stream - lines the approval process, potentially reducing the interim period before closing. 6.8 Additional Governance Rights In such cases, it is convenient to obtain the right to veto certain corporate resolutions that would otherwise be passed by a simple majority of the governing body (Assembly), such as the approval of amendments to the bylaws, variation not market-standard; • matching rights; and • MAC clauses.
in capital stock, issuance of shares, change of purpose or the appointment of authorities. Furthermore, buyers may obtain the right to appoint a certain number of members of the management body or of the controlling body. When appointing its own board members, it is advisable to establish mechanisms that allow certain relevant decisions not only to be adopted by majority vote but also to require the vote of the directors appointed by the acquiring party. For instance, the approval of annual financial statements, obtaining loans, executing certain contracts and/or granting of powers of attorney may require the signature of board members of the acquiring party. 6.9 Voting by Proxy Voting by proxy at shareholders’ meetings is authorised both for private companies and com - panies authorised to operate under the public offering regime. Proxies may be general or spe - cial. In the case of board meetings, the position is considered to be non-transferable (intuito perso - nae) and the director may only authorise another director to vote on their behalf if the quorum is still reached without them. In other words, voting by proxy is authorised with the limitation that the proxy must be granted to another member of the board of directors who participates in a meeting with sufficient quorum. If the proxy is not a mem - ber of the board of directors, they should not be authorised to participate in the board meeting, otherwise the resolutions adopted at such meet - ing shall be null and void. 6.10 Squeeze-Out Mechanisms Argentina has squeeze-out mechanisms in place for tender offers, which are available when a
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