COSTA RICA Law and Practice Contributed by: Claudio Donato and Carolina Retana Herrera, Zurcher, Odio & Raven
filing obligations, such information shall be dis - closed to the applicable competition authority.
for a public acquisition offer to SUGEVAL, subject to the requirements set forth in the Law. In this case, it is not necessary for a specific agreement to have previously been signed, but the terms and conditions that will apply must be disclosed and may not be modified. 5.2 Market Practice on Timing While legal requirements may mandate prior dis - closure under specific circumstances, market practice often leans toward delaying announce - ments until there is greater certainty around the deal. Although companies generally comply with applicable pre-closing regulatory approvals (par - ticularly in the context of merger control), some prefer to postpone public disclosure of transac - tions involving private companies to third parties (other than competition authorities) until comple - tion. This approach is often intended to avoid disruptions to ongoing operations or to prevent attracting competing bids. 5.3 Scope of Due Diligence In general terms, a standard due diligence pro - cess in Costa Rica involves the assessment of the following elements: • corporate structure – a review of legal books and governance documentation (by-laws, shareholders’ agreements, board resolutions, statutory filings) to ensure consistency with reports and agreements; • key contracts– identification and analysis of material agreements (supply, distribution, service, lease, financing); • labour – a review of all labour matters (see 2.5 Labour Law Regulations ); • asset assessment – verification of ownership and encumbrances over key assets such
5. Negotiation Phase 5.1 Requirement to Disclose a Deal Deal disclosure requirements may vary, depend - ing on the company’s regulatory status. For this purpose, a distinction must be made between companies that are not subject to special regimes and companies that are listed on local stock exchanges. • Whenever a deal involves non-regulated target companies (non-listed and not involved in highly regulated markets), a competition law assessment must be conducted. If the transaction meets the criteria and thresholds set out in 2.4 Antitrust Regulations , it shall be subject to merger control. To comply with competition regulation, either the target or other parties to the transaction may file the transaction with the applicable competition authority at any time before its execution. There is no specific timeline or prior agree - ments that must be filed, but the notifying party must disclose the terms and condi - tions that shall be applicable, including the structure of the transaction. In the case of a share purchase and sale, for example, it should indicate, among other things, which company(ies) will act as purchaser(s) and the percentage of capital stock to be acquired. Any ancillary restrictions must also be pre - cisely identified. • For companies listed on the stock market, SUGEVAL’s regulations shall be applicable, without prejudice to the complementary application of general regulations. Under the Regulations on Public Purchase Offering of Securities, the offeror must submit a request
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