The Guide to Mergers and Acquisitions - Third Edition

Editors: Paola Lozano and Daniel Hernandez

Pages: 303

ISBN: 978-1-83862-903-8

Published by Latin Lawyer and LACCA, edited by Paola Lozano and Daniel Hernández of Skadden, Arps, Slate, Meagher & Flom LLP, this third edition of The Guide to Mergers and Acquisitions provides guidance that will benefi t all practitioners acting in Latin American mergers and acquisitions.

M&A activity in Latin America has grown signifi cantly in recent decades, and deals are increasingly complex. This guide draws on the expertise of highly sophisticated practitioners to provide an overview of the main elements of dealmaking in a region shaped by its cyclical economies and an often volatile political landscape. Its aim is to be a valuable resource for business people, investors and their advisers as they embark on M&A transactions.

Introduction

Paola Lozano and Daniel Hernández

Part I: The Impact of Political Instability and Social Unrest on Dealmaking in Latin America

Roundtable: The Impact of Political Instability and Social Unrest on Dealmaking in Latin America
- Paola Lozano, Skadden, Arps, Slate, Meagher & Flom LLP
- Jaime Robledo, Brigard Urrutia
- Pablo Guerrero Valenzuela, Barros & Errázuriz
- Iván Delgado González, Pérez-Llorca
- Ignacio Pesqueira Taunton, Galicia Abogados
- Estanislao Olmos, Bruchou, Fernández Madero & Lombardi
- Luciana Cossermelli Tornovsky, Demarest Advogados
- Jean Paul Chabaneix, Rodrigo, Elías & Medrano Abogados

Part II: Key Players in Latin American M&A

The Rise of Multilatinas and the Implications for M&A Deals in the Region and Beyond
- Federico Grebe, Rafael Boisset, Claudia Barrero and Martín Cruzat, Philippi, Prietocarrizosa Ferrero DU & Uría
Private Equity Funds and Institutional Investors in M&A
- Maurizio Levi-Minzi, Peter A Furci, Andrew M Levine and Jonathan Adler, Debevoise & Plimpton LLP
Venture Capital Investments: Key terms and Avoiding the Battle of the Forms
- Jared Roscoe and Stephen Pelliccia, SoftBank Group International and OpenStore
Mergers and Acquisitions Involving Family-Owned Targets

Sergio Michelsen, Darío Laguado and Ángela García, Brigard Urrutia

Privatisations and M&A Transactions with Government Entities

Lina Uribe García and Juan Pablo Caicedo De Castro, Gómez-Pinzón

The Role of Financial Advisers in Merger and Acquisitions

Vanessa Dager, Wells Fargo

Part III: New Transaction Dynamics and Evolving Trends in Latin America

Public M&As, Hostile Takeovers and Shareholder Activism
- Francisco Antunes Maciel Müssnich, Monique Mavignier and Ana Paula Reis, BMA Barbosa Müssnich Aragão
Distressed Mergers and Acquisitions: Lessons from the Venezuela Experience
- Fulvio Italiani and Giancarlo Carrazza, D’Empaire

Environmental, Social and Governance in Latin America –
Will the M&A Market Continue to Expand
- Randy Bullard, Giselle C Sardiñas, Diego Rodriguez and Karina Vlahos, Morrison & Foerster
Deal-Related Litigation in Colombia and Latin America
- Carolina Posada, Jaime Cubillos and Estefanía Ponce, Posse Herrera Ruiz
Representations and Warranties Insurance in Latin American M&A: A Long-awaited Alternative in the Face of Current Challenges
- Paola Lozano, Ralph E Pérez and Daniel Hernández, Skadden, Arps, Slate, Meagher & Flom LLP

Part IV: Select Topics Critical to DealMaking

Acquisition Finance in Latin America
- Denise Grant, Augusto Ruiloba and Pedro de Elizalde, Shearman & Sterling LLP
Preliminary Legal Documents in M&A Transactions
- Pablo Mijares and Patricio Trad, Mijares, Angoitia, Cortés y Fuentes

Due Diligence: A Practical Guide to Deals Involving Latin American Targets
- Diego Pérez-Ordóñez and Andrés Brown-Pérez, Pérez Bustamante & Ponce

Indemnity Escrows and Other Payment Guarantees

Luis Burgueño, Alberto Córdoba and Elías Jalife, Von Wobeser y Sierra

Paola Lozano

Paola Lozano is a New York-based M&A partner at Skadden, Arps, Slate, Meagher & Flom LLP. She is the co-chair of Skadden’s Latin America Group and the head of the firm’s Spanish language corporate practice. She has also served as a member of Skadden’s Policy Committee.

Paola has been repeatedly recognized by her clients and colleagues. Among others, she was Latin Lawyer’s 2019 International Lawyer of the Year; a New York Law Journal 2019 Distinguished Leader and Crain’s New York Business Notable Women in Law 2019. She has also been ranked by Chambers in Band 1 for Corporate M&A in Latin America (the first and only woman to achieve that ranking); and is also included as a top attorney in Lawdragon 500 Leading Lawyers in America (2014-2020); Latinvex Latin America’s Top 100 Lawyers (2014-2020) and Latinvex Latin America Top 50 and Top 100 Female Lawyers (2013-2020).

Her M&A practice focuses on cross- border transactions throughout the Americas and globally, including mergers, acquisitions, dispositions, joint ventures, private equity and venture capital transactions, as well as other complex corporate matters. Her clients include Fortune 500 companies, multinationals, multilatinas, private equity and venture capital funds, family offices and other privately held companies.

She is admitted to practice in New York and Colombia.

Daniel Hernández

Daniel Hernández is an associate at Skadden, Arps, Slate, Meagher & Flom LLP. He represents multinational corporations, institutional and financial investors, family offices and other privately held companies in mergers, acquisitions, joint ventures, private equity and venture capital transactions, as well as other complex corporate transactions, concentrating in cross-border M&A throughout Latin America.

He has more than 8 years of experience in cross-border M&A transactions involving Latin American parties, targets and assets, while based in New York, Brazil and Colombia. Daniel has an LL.M degree from Harvard Law School and graduated first of his class from his J.D. at Universidad del Rosario (Colombia).

He is admitted to practice in New York and Colombia and is a Foreign Consultant admitted by the Ordem dos Advogados do Brasil (Brazilian Bar), São Paulo section.