COSTA RICA Law and Practice Contributed by: Claudio Donato and Carolina Retana Herrera, Zurcher, Odio & Raven
1. Trends 1.1 M&A Market
1.3 Key Industries The telecommunications sector experienced the most significant increase in M&A activity in 2024. The IT sector also saw a notable number of transactions, with many involving the total or partial acquisition of innovative local start-ups. Other significant deals took place in the energy, real estate, hospitality and retail sectors, includ - ing automotive and electronic devices. 2. Overview of Regulatory Field 2.1 Acquiring a Company In general terms, there are two main alternatives to acquire a company in Costa Rica: • equity acquisitions are the most common mechanism to acquire a company in Costa Rica, and involve the execution of a share purchase agreement by means of which the buyer acquires all or part of a company’s capital stock; and • asset acquisitions enable the buyer to select specific assets it intends to acquire from the seller which it intends to acquire, enabling the parties to exclude specific assets, rights or liabilities from the acquisition. It should be noted that Costa Rica has a very small stock exchange, with some listed local entities. If any such entity is the target of an acquisition, there are certain special rules that would be applicable. However, such acquisitions are not common in Costa Rica. 2.2 Primary Regulators If the obligation to notify a transaction is trig - gered, the parties must seek clearance from the corresponding competition authority (COPRO - COM or SUTEL) prior to closing the transaction.
Although many transactions in Costa Rica are not publicly disclosed, a reliable indicator of market activity can be found in the statistics of merger control filings before the national com - petition authorities: • the Commission to Promote Competition (COPROCOM) for the general regime; and • the Superintendency of Telecommunications (SUTEL) for the telecommunications sector. In 2024, COPROCOM reviewed 54 transactions, which represented a stabilisation in the increase seen in 2023, compared to 2021 and 2022. 1.2 Key Trends Broadly speaking, Costa Rica’s M&A market tends to have two types of M&A transactions: • cross-border deals led by foreign multina - tional companies, where one entity acquires another entity abroad, and the acquired group includes Costa Rican subsidiaries that are consequently brought into the process, in which the attorneys leading the acquisition process abroad seek local counsel to execute the transaction in Costa Rica; and • purely domestic transactions, with Costa Rican entities not connected to larger multi - national acquisitions – this category has seen a notable resurgence in activity in the past year. Another significant trend to note is the use of artificial intelligence tools in corporate transac - tions.
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