Mergers and acquisitions
Buying and selling companies, due diligence, structuring and closing.
We advise buyers, sellers and investors on the purchase and sale of companies and assets in Colombia. We take part from the letter of intent through closing and post-closing integration, with attention to the risks that due diligence uncovers and to how the agreement allocates them between the parties.
We structure each transaction according to its purpose: share or asset purchase, merger, spin-off, contribution in kind or minority investment with exit rights. We coordinate with the parties' accounting, tax and financial advisors, and with foreign counsel when the deal has components outside the country.
We manage the required approvals, including merger control before the Superintendence of Industry and Commerce (SIC, the competition and consumer authority), authorization from the Financial Superintendence when the target is a supervised entity, and registration of foreign investment with the Central Bank (Banco de la República).
What we do
- Letters of intent, confidentiality agreements and exclusivity undertakings at the start of negotiations.
- Legal due diligence on the target: corporate, contractual, employment, tax, regulatory and intellectual property, with a findings report and its effect on price.
- Organization of the data room and responses to buyer requests when we act for the seller.
- Share and asset purchase agreements: price, working capital adjustments, deferred payments and earn-outs, representations and warranties, indemnities and escrow.
- Post-closing shareholder agreements between the buyer and the shareholders who remain in the company.
- Mergers, spin-offs and group reorganizations, including filings with the Superintendence of Companies when required.
- Pre-assessment, notification and clearance of business combinations before the SIC.
- Registration of foreign direct investment and its movements with the Central Bank.
- Verification of conditions precedent, closing memorandum and transfer of shares in the share registry book.
- Post-closing claims for price adjustments or breach of representations and warranties.
Questions we answer
- Should I buy the shares or the assets? Which liabilities do I take on in each case?
- How am I protected if employment or tax debts I was not told about surface after closing?
- Do I need clearance from the Superintendence of Industry and Commerce before closing the purchase?
- Can I tie part of the price to the company's results over the next few years?
- How do I keep the founders on board after selling control to a fund?
- What information can I share with a competitor interested in buying me without exposing the business?
Let's talk
Tell us the decision you have to make. We reply the same business day.
Write to us