New rules of engagement for LatAm's corporate champions
If anyone continued to doubt Latin American M&A prowess, there was no need to look further than the recently-announced acquisition of the US fast food chain Burger King. Burger King's suitor? None other than 3G Capital, the private equity firm controlled by three of Brazil's savviest investors. Coming only weeks after Lan Airlines and Brazil's TAM announced their intention to combine, it is clear that Latin American dealmaking is now truly world class. As the global economy improves, the pace and size of its M&A deals will surely grow. Latin American dealmakers are quickly realising that international acquisitions present a range of issues that are more complex than those in domestic transactions. Legal advisers are counselling their clients that early identification of key issues is the hallmark of successful deals. A few topics are of critical importance in most cross-border acquisitions:
September 22, 2010 at 06:02 AM
4 minute read
If anyone continued to doubt Latin American M&A prowess, there was no need to look further than the recently-announced acquisition of the US fast food chain Burger King. Burger King's suitor? None other than 3G Capital, the private equity firm controlled by three of Brazil's savviest investors. Coming only weeks after Lan Airlines and Brazil's TAM announced their intention to combine, it is clear that Latin American dealmaking is now truly world class. As the global economy improves, the pace and size of its M&A deals will surely grow.
Latin American dealmakers are quickly realising that international acquisitions present a range of issues that are more complex than those in domestic transactions. Legal advisers are counselling their clients that early identification of key issues is the hallmark of successful deals. A few topics are of critical importance in most cross-border acquisitions:
- Public disclosure. The extent of public disclosure outside Latin America regarding transactions is often a surprise. Given how important it is to properly handle disclosure, it is vital to identify these requirements upfront. It should be recognised that disclosures in other jurisdictions may trigger requirements at home and directly affect key transaction terms and deal strategy and the regulatory approval process.
- Litigation potential. The risk of litigation in an acquisition of a public company outside Latin America is high. This is particularly true for transactions in the US, where deals will likely be subject to a heightened standard of review under state law. Unfortunately, US-style M&A litigation is spreading to other jurisdictions. Before proceeding too far, all litigation scenarios must be analysed.
- Regulatory approvals. The regulatory notifications and approvals required for a given transaction vary by jurisdiction and industry, as well as by transaction structure and size. Although no two situations are the same, Latin American acquirers should consider these key requirements when making an acquisition in the US: (1) Exon-Florio Act, which grants the US President the authority to block or suspend a merger or acquisition by a non-US entity if there is "credible evidence" that a "foreign interest exercising control might take action that threatens to impair the national security"; (2) Foreign Investment and National Security Act of 2007, which requires heightened scrutiny of acquisitions by "foreign government-controlled" entities or involving US "critical infrastructure"; (3) Hart-Scott-Rodino, the US antitrust/competition review process for acquisitions; and (4) New York Stock Exchange (or other national exchange) listing and other requirements as well as associated notification and delisting requirements. The buyer of a US public company will require sophisticated advice as to these matters before proceeding.
- Trading considerations. Latin American companies need to be aware of reporting requirements (such as Schedule 13D in the US) that may be triggered by the accumulation of shares in a target company. Acquirers need to bear in mind the stringent insider trading rules and market manipulation rules in the US and similar restrictions in other jurisdictions.
- Multinational co-ordination. Understanding the processes, as well as the issues raised, should be high on the list when considering an acquisition in the US, Europe, Japan or China. Most large international transactions will require filings in more than one country and co-ordination is essential.
- Corporate governance. Parties to a cross-border transaction should also be aware of cultural differences regarding corporate governance. The style of board decision found among companies in various Latin American countries is not ubiquitous. In many countries in the region, boards meet much more frequently and are more deeply engaged in the day-to-day operations of businesses than their counterparts in the US or Europe.
In the years to come, there will be many more deals involving companies from Latin America acquiring their formerly larger competitors in the US, Europe and Asia. The companies from the region that engage in advanced planning and early identification of the key deal drivers will likely be among the winners on the global M&A scene.
Frank Aquila is a partner in the M&A practice and Sergio Galvis is head of the Latin American practice at Sullivan & Cromwell.
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