COLOMBIA Law and Practice Contributed by: Jaime Trujillo, Andres Crump and Natalia Ponce de León, Baker McKenzie
However, this may change with the recent intro - duction of Decree 46 of 2024. According to this Decree, any shareholder (including any minority shareholder) may file claims on their own account, but in the interest of the company, to seek compensation for the losses suffered as a result of breaches of the directors’ duties (ie, if a director acts in a conflict of interest that results in losses to the company). We consider this action to be relevant for the future of shareholder activism in Colombia. 11.2 Aims of Activists In most companies, it is the shareholders or associates who decide whether to sell their shares. Consequently, acquisition deals are pri - marily governed by the decisions of the share - holders rather than the directors.
This principle also applies to mergers and spin- offs, which are typically considered amendments to the by-laws and are usually decided by the shareholders. This framework ensures that the primary stakeholders retain control over major corporate restructuring decisions. It also highlights that agency problems may arise not only between shareholders and directors but also between majority and minority sharehold - ers, providing opportunities for activists to inter - vene. 11.3 Interference With Completion Interference can occur in M&A deals with var - ied shareholder profiles. However, in spin-offs or mergers, minority shareholders have a safe - guard: they can exercise withdrawal rights, demanding the repurchase or redemption of their shares.
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