Chile

The most common structure for both public and private M&A deals in Chile, by some margin, is a share purchase (compraventa de acciones), by means of which the buyer acquires the shares of the target company, which retains its legal identity, assets, and liabilities. The share purchase agreement (SPA) is entered into by the buyer and the selling shareholders. This kind of transaction is generally exempt from value added tax (VAT), and the sellers pay capital gains tax (withholding applies if a seller is a foreign entity). Finally, there is full continuity of employment contracts and collective bargaining agreements by operation of law, ensuring business continuity.

An alternative is an asset purchase (compraventa de activos) entered into by the buyer and the owner of the assets, which must be identified and, depending on the asset, despite a framework agreement regulating the transfer of all assets, a specific agreement complying with the legal requirements applicable to the transfer of each asset may be required (i.e., in the case of real estate, a public deed is required). In many cases, third-party consents — from a private perspective — may also be required. The main advantage of this type of transaction is that the buyer can pick and choose the liabilities it assumes, although transfer of fixed assets may trigger VAT. If the assets constitute a “productive unit,” the Labor Code mandates that labor liabilities and unions transfer to the buyer.

For both structures (i.e., share purchases and asset purchases), shareholders’ approval is required according to Chilean law if the transferred shares or assets, as the case may be, represent more than 50% of the seller’s assets, or if the asset is owned by a subsidiary (filial) and represents more than 50% of the assets of such subsidiary and at least 20% of the seller’s assets.

By means of a merger (fusión) which involves the consolidation of two or more companies into one, either by absorption (one company survives and the other dissolves) or by creation (a new company is incorporated), the surviving entity or the new company, as applicable, acquires all assets, liabilities, and permits of the absorbed entity by operation of law. According to Chilean law, approval of the merger requires the affirmative vote of the shareholders of two-thirds of the issued and outstanding shares entitled to vote. Dissenting shareholders have the right to withdraw (derecho a retiro) and demand payment for their shares.

A split (división) is another transaction structure consisting of a company assigning its assets and liabilities to one or more new companies and is often used for “carve-outs” or “spin-offs” prior to a sale, to separate the target business from other assets the seller wishes to retain. The new entity succeeds the original company with respect to the specific assets and liabilities allocated to it by the special shareholders’ meeting (junta extraordinaria de accionistas or EGM). Under this structure, the original company remains jointly liable for the liabilities assigned to the new company unless creditors consent to the split.

Finally, other forms, such as participating in a capital increase payable either in cash or in kind, may involve a combination of the structures referred to above (i.e., an investor enters by paying for and subscribing to a capital increase pursuant to an agreement with the shareholders (who must approve the capital increase) and with the target company, which issues the shares).

During 2025, Chilean M&A activity declined in both the number and aggregate value of transactions compared to 2024. Deal flow in the first half of the year was concentrated in more predictable, lower‑risk transactions. Activity showed signs of recovery around the end of the year, as uncertainty eased following the presidential election.

Although figures vary across data sources, they consistently show that the technology sector led the ranking by number of deals, followed by real estate and mining. According to one publication (blog.ttrdata.com/informe-anual-sobre-el-mercado-transaccional-chileno-diciembre-2025), Chile recorded 338 M&A transactions in 2025 (including 79 venture capital deals and 49 asset acquisitions) with an aggregate value of USD 6,691 million. This represents a 12% decrease in deal count and a 53% decline in value compared to 2024.

Among the most significant transactions were the takeover of 98.43% of Grupo Security by Bicecorp and Forestal O’Higgins (USD 1,100 million (cash and shares)), and the acquisition by Carmeuse Group of a 97.1% stake of Cementos Bío-Bío S.A. (USD 490 million), in which Morales & Besa acted as legal advisor to the buyer.

Consistent with prior years, Chile continues to attract cross-border investments, primarily in the mining, energy, and technology sectors, with buyers from the United States, Europe, and regional neighbors actively participating in local transactions. At the same time, Chilean companies have demonstrated interest in investing abroad, making relevant investments in Peru, Mexico, and Brazil.

Finally, we expect energy and mining to remain core areas of M&A activity. While deal flow in these sectors can fluctuate with commodity price cycles, Chile’s strategic position in copper and lithium, including opportunities arising from the public‑private partnership model in lithium, should continue to drive both strategic and financial investor interest.

Consistent with global trends, the software and IT sector has been active in Chile during the past 12–24 months in M&A transactions, characterized by the absence of megadeals but with moderate levels of mid-market activity.

Interest rates have been gradually decreasing. The Benchmark Interest Rate (Tasa de Política Monetaria) is currently 4.5%, which is consistent with more moderate levels of inflation, recorded at 3.5% as of December 2025. These factors, together with increased political stability, may have a positive impact on the financial market for those seeking investment and for M&A. In addition, over the past two years the U.S. dollar has remained strong in Chile against a relatively weak Chilean peso, which has helped attract foreign investors (for geopolitical risk, please also see Question 4, below).

A trend we have observed is the increasing use of the locked-box mechanism (in opposition to the completion mechanism), where the parties agree on the final purchase price using the target’s most recent audited financial statements, to determine the purchase price, particularly as part of a competitive process. This structure has become more common in Chile as it benefits sellers by providing certainty and reducing the risk of post-closing purchase-price adjustments, thus contrasting the uncertainties which primarily arise from ever-more-frequent sudden changes in the geopolitical situation.

We expect an increase in M&A activity in Chile over the next 24 months, influenced by the new government taking office in March 2026. M&A thrives with market optimism, and the incoming administration has already generated confidence. This is consistent with the rebound observed in the second half of 2025, which we expect to continue in both deal volume and deal value.

The President‑elect and the appointed Minister of Finance (Ministro de Hacienda) have emphasized policies aimed at providing greater certainty for investors, which include speeding up project approval, granting tax incentives for foreign investors (including potential tax invariability regimes), and proposing a reduction of the corporate tax rate from 27% to levels more aligned with OECD countries (i.e., 23%). These measures, to be reflected in a bill of law, should contribute to a more favorable investment environment.

In terms of sectors, we expect strong activity in technology (see Question 13, below), mining, and energy. Chile’s position as a critical supplier of copper and lithium, combined with global demand for energy‑transition materials (and current high copper prices) will continue to attract both strategic and financial buyers. Infrastructure funds are also expected to remain active, particularly in desalination plants and transmission lines, which are viewed as stable, inflation‑hedged, long‑term assets.

Despite geopolitical tensions that may add complexity to cross‑border deals, especially regarding timing and due diligence requirements, the stabilization of interest rates and inflation — both globally and in Chile — together with improved macro visibility should support transaction activity. We also anticipate continued Chinese interest in strategic sectors (energy distribution, mining), though it will be important to monitor the U.S. approach in light of the refocusing of its policy in Latin America, especially considering that U.S. investors led the number of acquisitions in Chile last year.

Mergers and acquisitions in Chile are mainly regulated by:

• the Corporations Act (Law No. 18,046) and its Regulations, which regulates the corporate procedures applicable to mergers, divisions, asset sales, and shareholder rights (including appraisal rights) of both private (cerradas) and public (abiertas) corporations;
• the Securities Market Law (Law No. 18,045), which regulates public M&A, including tender offers (OPAs), disclosure of material information (hechos esenciales), and insider trading, among other matters;
• the Antitrust Law (Decree Law No. 211), which establishes the merger control regime and the substantive rules against anti-competitive conduct; and
• other specific laws, such as the Tax Code and the Income Tax Law (Decree Law No. 824), and the Labor Code, which govern, respectively, the tax implications of share transfers, goodwill, and corporate reorganizations, and the continuity of employment and liability for labor obligations in M&A scenarios (“employer substitution”).

The main regulatory bodies are the Financial Market Commission (CMF), which oversees public companies (including OPAs), insurance companies, and banks; the Chilean Competition Agency (FNE) in charge of the merger review regime, among other matters; the Competition Tribunal (TDLC), a specialized court that adjudicates antitrust cases and can review FNE decisions in certain contexts; and the Internal Revenue Service (SII) that oversees tax compliance (i.e., corporate reorganizations).

The Chilean Competition Statute (“DL 211”) on concentration transactions sets forth the pre-merger review regime administered by the FNE. Under DL 211, a transaction must be mandatorily filed with the FNE prior to closing if it meets the following conditions:

• it qualifies as a covered transaction (i.e., mergers, the acquisition of rights that allow the exercise of decisive influence over another entity, associations to establish a third, independent business entity, and the acquisition of control over the assets of another entity); and
• the transaction participants meet certain turnover thresholds.

The turnover thresholds that trigger the mandatory filing and that are currently in force are the following for the year prior to the filing:

• individual threshold: at least two of the entities involved in the transaction, considered individually, must have a turnover in Chile equal to or above Unidades de Fomento (an inflation-indexed account used in Chile) or UF 450,000 (approx. USD 20,600,00); and
• combined threshold: the joint annual turnover in Chile of all the parties to the transaction equals or exceeds UF 2,500,000 (approx. USD 115,000,000).

Regarding the acquisition of control of public companies, please see Question 11, below.

Certain industries such as banking and insurance (transfer of more than 10% of a bank’s shares), pension funds (AFPs), and strategic sectors (see Question 9, below), require M&A authorization from specific authorities.

Finally, post-closing reporting before the Central Bank is required for statistics purposes, but no pre-approval is needed for the investment itself.

Payment may be made in cash, securities, or a mix of both; however, in OPAs if the payment is in kind, the securities must be liquid in order to protect selling minority shareholders, as required by the CMF. Earnouts are frequently used in private deals to bridge valuation gaps or uncertain contingency.

Additionally, if the transaction involves a capital increase where the consideration is in kind (e.g., contributing assets or shares of another company in exchange for new shares), an expert report is required and the valuation must be approved by two-thirds of the issues and outstanding shares entitled to vote in the EGM, unless the EGM unanimously approves the contribution, in which case the expert report is not required.

The scope and perimeter of any due diligence is market standard (i.e., legal, financial and accounting, tax, ESG, compliance, and data protection), with the focus varying based on the industry of the target company. Most of the clients request red-flag reports which include an executive summary and remedies to be provided for under the relevant transaction documents.

From an antitrust perspective, if the buyer and target are competitors, they may not exchange competitively sensitive information (e.g., disaggregated pricing, customer lists, future strategic plans) prior to FNE approval. Accordingly, the parties must implement “clean teams” (comprised of external advisors or non-commercial and non-operational personnel) to review such sensitive information.

If the target is a public corporation, all non-public information provided in the course of the due diligence constitutes “inside information” and recipients are strictly prohibited from trading in the target’s securities or disclosing such information to third parties until it becomes public (e.g., through a hecho esencial).

Sharing full payrolls with names and salaries is generally accepted in a due diligence process under the concept of legitimate interest for the transaction; however, such data should ideally be anonymized at the initial stages. In the banking and healthcare industries, stricter secrecy rules apply to client data.

Historically, warranty and indemnity (W&I) insurance has been rare in Chile. However, over the past five years its use has increased significantly in:

• cross‑border transactions, where the buyer is already familiar with the product; and
• private equity exits, where the seller is a fund seeking a clean exit to distribute proceeds to LPs without remaining exposed for years to potential indemnity claims (or being tied to escrow arrangements).

W&I insurance is now increasingly viewed by financial and legal advisors as a tool to ease negotiations in mid‑ to large‑cap transactions (deal values above USD 50–100 million). Local insurers rarely underwrite these policies directly; they are typically placed in the London or U.S. markets, often with a fronting arrangement when local documentation is required.

As in other jurisdictions, W&I insurance requires a high‑quality due diligence process, as insurers will exclude any issue that has not been thoroughly reviewed by a reputable advisor or that is identified as a known risk. Insurers will also scrutinize the negotiations to confirm that the representations and warranties were agreed at arm’s length between knowledgeable parties. In assessing the representations and warranties, insurers expect them to be negotiated without excessive reliance on prospects, knowledge qualifiers, or materiality thresholds.

Because W&I insurance excludes known risks, any issue identified in the due diligence report will be carved out of the coverage. This forces the parties to negotiate a specific indemnity or a purchase price adjustment for that item, as the insurer will not assume that exposure. As example, certain insurance companies are likely to exclude coverage of risks related to, among others, tax and environmental matters, regardless of the level of risk, or to negotiate separately specific policies; usually in areas where it is particularly difficult to ascertain fault for any non-compliance, or in matters where so-called “objective liability” applies.

Chile does not have a pre-closing review mechanism for foreign buyers based on “national security” or “public order”, unlike the United States or the EU. Specific restrictions apply to the acquisition of businesses or assets in certain sectors, such as the acquisition of border lands or maritime activities (i.e., maritime concessions and vessel ownership).

Foreign investors must comply with foreign exchange regulations, which is a reporting obligation, rather than an authorization. Also, in specific concession contracts (e.g., infrastructure, energy), the bidding rules (Bases de Licitación) may impose specific nationality or solvency requirements, but it is a contractual matter rather than restrictions imposed by law for foreign buyers.

First and foremost, a public listed company in Chile has to disclose truthfully, sufficiently, and promptly, all material information/facts about itself, the securities offered, and the offering through a material fact (hecho esencial). “Material information/facts” means any information that a person of sound judgment would consider important for their investment decisions. A material fact must be disclosed as soon as the fact occurs or comes to the company’s knowledge. There is not an exhaustive list of material facts, but the CMF provides some guidelines and a list of examples. In general terms, events that may significantly affect the company’s assets and obligations, the performance of its business, or its financial condition are likely to be considered material.

A material fact may be treated as confidential (hecho reservado) if the company requests such treatment from the CMF on the day following the relevant board resolution, provided that:

• its untimely disclosure may adversely impact pending negotiations; and
• the confidentiality has been approved by at least three-quarters of the members of the board of directors.

When a transaction results in a change of control (acquisition of a controlling stake) of a public company that does not trigger a mandatory tender offer (OPA), the intended acquirer must give prior public notice by sending written communication to the company, its controlling and controlled entities, the CMF and the stock exchanges, and publishing a notice in two national newspapers at least 10 business days before completing the actions that would confer control. Within two business days of executing the acquisition, the acquirer must also publish a notice in a national newspaper and inform the CMF. This notice must disclose the price, conditions of the transaction, and the resulting ownership structure.

On the other hand, if the transaction triggers a mandatory tender offer (i.e., acquiring control of a public company, if the ending stake will be higher than 66.67% or if the acquirer owning a controlling stake in a holding that controls the target, if the target represents more than 75% of the holding’s assets) or is a voluntary OPA, the following are the key disclosure requirements in Chile:

• a launch notice, published in two national newspapers the day before the offer period begins announcing the initiation of the OPA and summarizing its key terms and conditions;
• a prospectus filed with the CMF and the stock exchanges, making it available to all shareholders;
• written opinions from each director of the target on the fairness of the offer to the shareholders, filed with the CMF and delivered to the stock exchanges, the offeror, and the offer administrator within five business days of the launch notice;
• a notice of result, published within three days of the offer’s expiration, indicating whether the offer was successful and if its conditions were met or waived; and
• in multijurisdictional offers, filing with the CMF the offering documents used abroad (with Spanish translation).

Shareholders have withdrawal rights in certain scenarios, such as mergers, spin-offs, or when a controlling shareholder reaches 66.67% without launching a tender offer. These rights must be exercised by means of communication through notices in national newspapers and on the company’s website.

Finally, even if no change of control occurs, the acquisition of significant stakes in a public company triggers reporting obligations. Any shareholder that holds, or crosses, the 10% ownership threshold in a public company must report the acquisition to the CMF and the relevant stock exchanges no later than one day after the acquisition date. In addition, controlling shareholders must report any acquisition or disposal of shares.

Public takeovers are governed by the Corporations Act, the Securities Market Law, and regulation issued by the CMF.

Competing offers must be announced at least 10 days prior to expiration of the original OPA and must have the same expiration date and follow the same procedural rules. A bidder with an outstanding OPA must not tender its shares into a competing OPA.

As a general rule, break fees are valid under the general principle of freedom of contract, provided they are reasonable and do not act as a coercive penalty that effectively precludes competing bids. Exclusivity and no-shop provisions are enforceable between shareholders (e.g., a controlling shareholder agreeing to sell to a specific bidder), with their failure to comply triggering mere contractual liability, rather than in terms of the unenforceability of the transaction. However, the board remains subject to strict fiduciary duties and must act in the best interests of the company as a whole, not on behalf of the shareholders who appointed them.

Shareholders that did not approve certain corporate transactions, such as mergers or spin-off of significant assets, have withdrawal rights (derecho a retiro). Withdrawal rights also apply when a controller reaches 66.67% without launching a tender offer. For shares with stock market presence, the price corresponds to market value of the shares, and for shares with no market presence it corresponds to the book value (equity value according to the balance sheet).

A squeeze-out is available only if the target’s bylaws expressly allow it (which requires approval by holders of two-thirds of the issued and outstanding shares entitled to vote to amend the bylaws) and the controller holds more than 95% as a result of a 100% tender offer, having acquired at least 15% from unrelated shareholders. Only minority shareholders who acquired their shares after the by‑law amendment can be forced out.

Conversely, if a controller acquires more than 95% of a public company’s shares, minority shareholders may exercise a sell‑out right and require the company to purchase their shares.

A company may be delisted if it has less than 500 shareholders, and fewer than 100 shareholders hold at least 10% of the capital, with delisting requiring the vote of two-thirds of the issued and outstanding shares.

Finally, during an OPA, the target is restricted from taking defensive actions, such as repurchasing shares; creating a subsidiary; spinning off assets above 5% of total assets, or increasing indebtedness by more than 10%, unless the CMF grants an exception.

In Chile, the vast majority of M&A disputes are resolved through arbitration, rather than before the ordinary courts. This preference is driven by the need for specialization, confidentiality, and speed.

SPAs commonly provide for domestic arbitration, with the Santiago Arbitration and Mediation Center of the Santiago Chamber of Commerce (CAM Santiago) being the preferred institution. Parties typically agree on an árbitro mixto who decides based on law but follows the procedural flexibility of an ex aequo et bono arbitrator.

For cross-border deals, there is a general preference for choosing dispute resolution by way of international arbitration, most commonly under the rules of the International Chamber of Commerce (Law of Commercial International Arbitration), often seated in Santiago, New York, or Paris. Chile has a dual system with a specific law for International Commercial Arbitration (Law No. 19,971) based on the UNCITRAL Model Law, which significantly limits judicial intervention.

In connection with OPAs, the Securities Market Law explicitly states that controversies regarding the compliance of an OPA must be resolved by an ex aequo et bono arbitrator appointed by a civil judge.

For the acquisition of Chilean companies or assets, Chilean law is the standard governing law. Moreover, certain matters, such as the transfer of shares, validity of board resolutions, and labor rights, are subject to Chilean law as a matter of public policy (orden público).

Pursuant to Decree Law No. 2,349, international contracts may validly be governed by foreign law (e.g., New York or English law) and submitted to foreign jurisdiction. It is common for transactions to involve the acquisition of a holding company with Chilean subsidiaries; however, as noted above, the transfer of Chilean shares remains subject to Chilean law in order to ensure enforceability.

Emerging technologies are increasingly shaping M&A opportunities in Chile, particularly in technology‑driven sectors. Recent regulations, such as the Fintech Law (Law No. 21,521), the Framework Law on Cybersecurity (Law No. 21,663), the updated National AI Policy (Decree 12), and the new Data Protection Law (Law No. 21,719), are creating opportunities for traditional players (such as banks and insurers) and foreign investors to acquire technology‑based companies that comply with these new regulatory frameworks.

From a due diligence perspective, this has expanded the scope of review to include cybersecurity, data protection compliance, CMF authorizations, security standards, and incident‑reporting obligations, among others. A specific AI law is also under discussion, which is expected to increase regulatory scrutiny.

Technology transactions led deal volume in Chile in 2025, confirming market appetite for digital capabilities. These regulatory and operational considerations may also drive a preference for asset deals or highly negotiated share deals, particularly regarding data governance and regulatory compliance.

Emerging technologies are also transforming M&A processes themselves. AI tools are increasingly used to support legal, financial, and tax due diligence by accelerating the identification of change‑of‑control clauses, regulatory risks, IP ownership gaps, and litigation exposure, as well as assisting in drafting and reviewing transaction documents for both formal and substantive changes.

In addition, given the rise of digital infrastructure and Chile’s geographical advantages (i.e., access to water, clean energy, etc.), there has been exponential growth in data‑center projects, a trend expected to continue and create further transaction opportunities.

All significant corporate M&A considerations related to Chile have already been addressed.