COSTA RICA Law and Practice Contributed by: Claudio Donato and Carolina Retana Herrera, Zurcher, Odio & Raven
7.4 Transaction Documents Full disclosure of transaction documents is not typically required as part of standard proce - dures. However, during merger control proceed - ings, the competition authority may request a notarised copy of the closing agreement, par - ticularly in cases where exclusions have been imposed or commitments have been agreed upon as conditions for approval.
tees (often referred to as special committees) are typically composed of independent, disin - terested directors and are tasked with evaluating and negotiating the transaction on behalf of the company. The use of such committees enhances the integrity of the decision-making process, helps to ensure compliance with fiduciary duties, and provides greater protection against potential legal challenges. While not mandatory, forming a special committee is a recognised best prac - tice, especially in related-party transactions or management buyouts, or when significant shareholders are involved in the deal. 8.3 Business Judgement Rule Hostile takeovers are not common in Costa Rica and there are no relevant recent precedents in this regard. 8.4 Independent Outside Advice The advice of external auditors is normally used to evaluate technical and financial aspects. The criteria can be taken into account both by means of criteria disclosed in an audit, and by the reports rendered at meetings of the board of directors. 8.5 Conflicts of Interest There are no judicial precedents regarding con - flicts of interest of directors, managers, share - holders or advisers being subject to judicial or other scrutiny in this jurisdiction.
8. Duties of Directors 8.1 Principal Directors’ Duties
In Costa Rica, directors involved in a business combination owe fiduciary duties primarily to the company and its shareholders. These duties include acting in good faith, with loyalty, and in the best interests of the company. However, directors may also have responsibilities toward other stakeholders, such as employees, credi - tors or the general public, particularly if regulato - ry or public interest considerations are at stake. As part of the merger process, the board of directors must convene and adopt a written resolution approving the terms and conditions of the merger, along with any other matters they deem relevant. If the merger is subject to merger control, at least one of the parties must file the corresponding notification with the applicable competition authority (COPROCOM), usually through its legal representative. 8.2 Special or Ad Hoc Committees It is relatively common for boards of directors to establish special or ad hoc committees in the context of business combinations, particularly when actual or potential conflicts of interest exist among board members. These commit -
9. Defensive Measures 9.1 Hostile Tender Offers
There is no public information revealing the occurrence of hostile tender offers in Costa Rica.
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