ECUADOR Law and Practice Contributed by: María Celeste Alvarado, Jorge Sicouret Zea, Ángel Gaibor and Octavio Rosselli, Coronel & Pérez
1. Trends 1.1 M&A Market
exceeded, then the acquisition must be made through a tender offer subject to the prior non- objection of the Superintendence of Economic Competition and approval by the Superintend - ence of Companies, Securities and Insurance. 2.2 Primary Regulators The primary regulators for M&A in Ecuador are: • the Superintendence of Companies, Securi - ties and Insurance (with respect to corporate and securities issues); • the Superintendence of Economic Competi - tion (with respect to anti-trust regulations); and • the Banking Superintendence (with respect to M&A involving local financial institutions) When the M&A transaction refers to sectors qualified as strategic by the Constitution (refer to 2.6 National Security Review ), the respective sectorial ministry also acts as a regulator for the purposes thereof. 2.3 Restrictions on Foreign Investments There are no particular restrictions on foreign investment in Ecuador, which provides foreign investors with the same protections and assur - ances that Ecuadorean investors enjoy within the country. There are certain specific requirements for for - eign investors, such as the need to disclose its beneficial owners to the Superintendence of Companies, Securities and Insurance and to designate a local process agent. 2.4 Antitrust Regulations If any of the following thresholds are met, the transaction, regardless of whether it is a merger or an acquisition, must be approved a priori by the Superintendence of Economic Competition.
The M&A market has been stable during the last year. In 2024, the Superintendence of Econom - ic Competition carried out a similar number of authorisations procedures as in 2023. However, fewer transactions have been reported in the media, as most M&A transactions do not exceed the thresholds referred to in 2.4 Antitrust Regu- lations and involve non-listed companies. 1.2 Key Trends During 2024, M&A transactions showed no major changes in their tendency towards non- listed companies. There has been a more active role for, and scrutiny from, the Superintendence of Economic Competition in those cases subject to its review, which has led the parties to address antitrust and competition matters in more detail. 1.3 Key Industries The food and agricultural industries experienced significant M&A activity in 2024, and there was also interest in potential M&A transactions in the construction and retail industries. 2. Overview of Regulatory Field 2.1 Acquiring a Company Most of the companies involved in M&A transac - tions are not listed, and the primary acquisition method is through confidential negotiations and share purchase agreements, subject to the prior approval of the Superintendence of Economic Competition when the transaction exceeds the thresholds set forth in 2.4 Antitrust Regulations . If any of the parties involved in an M&A transac - tion are listed, and the threshold set forth in 4.2 Material Shareholding Disclosure Threshold is
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