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Latin America has experienced important changes and new challenges to mergers and
acquisitions activity during the last few years. Compliance and best practice have arrived in all
jurisdictions, companies and law firms, and they are now part of a new landscape. Uncertainties
are being left behind, but there is a lot to do to continue the growth in developing Latin
American economies, with a new political spectrum in most of the countries. This Conference
will address these changes and challenges, as well as the opportunities that the implementation
of best practice can create, opening the M&A activity in the region to more investors around the
world.
Sessions include:
• A review of the Latin American M&A market • Due diligence in the era of compliance
• Antitrust – the new frontier of merger control • Family business in M&A
• Best practice and compliance in M&A • Funding M&A deals
• Building ‘the’ M&A team and pricing the M&A deal • Governance, stewardship and activism
• Commodities in Latin America • M&A war stories
• How compliance has been dealt with in law firms • Private equity
• Cybersecurity and data protection in M&A • The in-house perspective
• Distressed M&A opportunities • Why some M&A transactions fail
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Programme
Conference Co-Chairs
Benjamin Grebe Prieto Abogados, Santiago; Vice Chair, IBA Latin American Regional Forum
Pablo Iacobelli Carey, Santiago; Regional Fora Liaison Officer, IBA Corporate and M&A Law Committee
Carolina Zang Zang Bergel y Viñes, Buenos Aires; Co-Chair, IBA Latin American Regional Forum
Organising Committee
Arturo Alessandri C Alessandri Attorneys, Santiago; IBA Council Member, Colegio de Abogados de Chile
Jaime Carey Carey, Santiago; Immediate Past Chair, IBA Legal Practice Division
Benjamin Grebe Prieto Abogados, Santiago; Vice Chair, IBA Latin American Regional Forum
David Gutierrez BLP Abogados, Madrid; Co-Chair, Regional Fora Coordination Committee, IBA Latin American Regional Forum
Pablo Iacobelli Carey, Santiago; Regional Fora Liaison Officer, IBA Corporate and M&A Law Committee
Francisco Javier Illanes Cariola Diez Perez-Cotapos, Santiago; Member, IBA Latin American Regional Forum Advisory Board
Ignacio Pesqueira Galicia Abogados, Mexico City; Special Projects Officer, IBA Corporate and M&A Law Committee
Nicolas Piaggio Guyer & Regules, Montevideo; Vice Chair, IBA Corporate and M&A Law Committee
Luis Carlos Rodrigo Prado Rodrigo Elias & Medrano, Lima; Co-Chair, IBA Latin American Regional Forum
Claudio Undurraga Prieto Abogados, Santiago; Secretary-Treasurer, IBA Professional Ethics Committee and Member, IBA Latin
American Regional Forum Advisory Board
Carolina Zang Zang Bergel y Viñes, Buenos Aires; Co-Chair, IBA Latin American Regional Forum
Wednesday 20 March
1100 – 1900 Registration 1335 – 1345 Opening remarks
W Santiago Hotel Horacio Bernardes Neto Motta Fernandes Advogados, São
Paulo; IBA President
1230 – 1330 Light networking lunch Jaime Carey Carey, Santiago; Immediate Past Chair, IBA Legal
Practice Division
1330 – 1335 Welcome remarks
Conference Co-Chairs 1345 – 1430 Keynote speech
LATIN LAWYER
Thursday 21 March
0730 – 1530 Registration many other factors, it has become absolutely clear that compliance
W Santiago Hotel issues have paramount importance on the actual feasibility and
success of any M&A deal. Evidence shows that the valuation of
0750 – 0850 Women lawyers’ breakfast and keynote speech targets does not depend solely on business and financial metrics
Further details to follow but also on its reputation, which may be severely affected by a
poor compliance culture. How can the seller handle compliance
due diligence proactively to preserve or even enhance the value of
0900 – 1030 Breakout sessions the target? What are the compliance issues that purchasers from
developed and undeveloped countries usually look for? How are
Breakout session 4 due diligence findings, if any, regularly managed in the acquisition
Cybersecurity and data protection in M&A documentation and what are the remedies usually contemplated?
There are several practical privacy and data security considerations These and other related questions will be addressed by a group of
that companies should bear in mind during M&A. Some of the distinguished seasoned practitioners.
main aspects to consider include: review of privacy policies that
Session Co-Chairs
describe the types of information collected and how information
Estif Aparicio Arias Fabrega & Fabrega, Panama City; Vice Chair,
is used, the nature of the data processed, in particular sensitive
data (health data, sexual preference, religion, among others), IBA Latin American Regional Forum
identification of security controls and protocols (including policies Daniel del Rio Basham Ringe y Correa, Mexico City; LPD
related to security measures and how companies retain, encrypt, Assistant Treasurer / IBA Assistant Treasurer, IBA Management
and destroy data), establishing what personal data can be shared Board
during the due diligence process at the different stages and the
Speakers
need to draft documents that include personal data. The session
will focus on the above mentioned in a dynamic and pragmatic Daniel Brass Davis Polk & Wardwell, New York
way. Rosa Ertze Duane Morris, New York
Michael Munro Odebrecht Engineering and Construction, São
Session Co-Chairs Paulo
Carlos Dominguez Lega Abogados, Caracas; Member, IBA Latin Alexandra Orbezo Rebaza Alcazar & De Las Casas, Lima
American Regional Forum Advisory Board Macarena Ravinet Guerrero Olivos, Santiago
Agustin Mayer Ferrere, Montevideo; Membership Officer, IBA Mercedes Rodriguez Giavarini Mitrani Caballero & Ruiz
Latin American Regional Forum and Treasurer, IBA Intellectual Moreno, Buenos Aires
Property and Entertainment Law Committee
Speakers 1030 – 1100 Coffee/tea break
Mario Arrua-Leon Vice President & Deputy General Counsel,
Equifax, Assuncion
1100 – 1230 Breakout sessions
Eytan Epstein M Firon & Co, Tel Aviv; IBA Council Member, Israel
Bar Association Breakout session 6
Fernando Eyzaguirre Executive Director, JP Morgan, Santiago Antitrust – the new frontier of merger control?
Larry B Pascal Haynes and Boone, Dallas
How to advise M&A clients facing antitrust
Patricia Silberman Carey, Santiago
Fernando Stacchini Motta Fernandes Advogados, São Paulo
enforcers´ renewed interest for theories of harm
to innovation
Breakout session 5 After a warning shot in 2016, 2017 and 2018 saw antitrust
enforcers around the world – the European Commission, the US
Due diligence in the era of compliance: how due Department of Justice, Brazil´s Conselho Administrativo de Defesa
diligence findings affect M&A deals Economica (CADE) – intervening heavily in agrochemical mergers,
In the not so distant past, compliance due diligence in M&A deals largely based on innovation theories of harm. This is despite
in the Latin American region was seen just as one more item to be conflicting evidence in the economic literature as to whether
dealt with as part of the normal due diligence process. Nowadays, the merger of two innovators necessarily leads to a reduction of
with the increased awareness of corporate responsibility innovation.
and governance issues and the adherence by companies to The consequences on these deals were by all means severe: deals
international standards on these matters, the fight against abandoned, or severely conditioned.
corruption, terrorism, money laundering and weapons of mass The panellists will discuss the likelihood of other antitrust
destruction, the enforcement of long-arm statutes, such as the enforcers in the Latin American region following this trend, after
Foreign Corrupt Practices Act (FCPA) or the UK Bribery Act, among Brazil´s CADE.
The panellists will also discuss how to advise and prepare clients 1330 – 1500 Breakout sessions
who are leading innovators in their field when considering M&A
Breakout session 8
deals.
Best practice and compliance in M&A
Session Co-Chairs What is best practice? How can legal counsel provide a proper
Juan Manuel Mercant Guyer & Regules, Montevideo; risk assessment for buyers and sellers before closing and after
Conference Quality Officer, IBA Latin American Regional Forum closing? Providing clients with the proper information can
Julian Peña Allende & Brea, Buenos Aires; Publications Officer, significantly aid acquirers and sellers in identifying liabilities or
IBA Antitrust Section potential contingencies and the tools to reduce or eliminate
them. The panel will identify major issues in compliance, how
Speakers these affect the negotiation of transaction documents (R&Ws,
Bruno Ciuffetelli Hogan Lovells, Houston closing conditions, covenants and the indemnity package) in
Nicole Nehme FerradaNehme, Santiago different jurisdictions.
Carlos Noton Economist, Universidad de Chile, Santiago
Session Co-Chairs
Michael Reynolds Allen & Overy, Brussels; Honorary Life Member
Sergio Michelsen Brigard & Urrutia, Bogota
of IBA Council and Association
Carlos del Rio Santiso Creel Garcia-Cuellar Aiza y Enriquez,
Gonzalo Smith Ferrer Chief Legal and Governance Officer, SACI
Mexico City; Co-Chair, IBA Pro Bono Committee and Pro Bono
Falabella, Santiago
Initiatives Officer, IBA Latin American Regional Forum
Breakout session 7 Speakers
Why do some M&A transactions fail? Are there Alexandra Aguirre Greenberg Traurig, Miami
common characteristics? Tomas Araya M & M Bomchil, Buenos Aires; Senior Vice Chair,
It is normal that a number of M&A transactions fail for various IBA Insolvency Section
reasons. Over the past few years, however, we have seen an Jose Maria Perez Bredin Prat, Paris
increasing number of failed deals throughout Latin America. Juan Pablo Schwencke Aninat Schwencke & Cia, Santiago
Economic and political instability played an important role on Tomohiro Tsuchiya Mori Hamada & Matsumoto, Tokyo
this scenario, but a significant number of transactions have failed
because of compliance-related issues. In this panel, we will discuss Breakout session 9
how compliance-related issues have been affecting the success
or failure of M&A transactions and whether there are factors that
Distressed M&A opportunities
Distressed M&A supposes assuming some risks. And those risks
may lead to an increasing risk of failure for such deals.
are not always related to economic crisis but also to corruption,
Session Co-Chairs environmental and other crisis. The objective of the session will be
Barbara Ramperti Marval O’Farrell & Mairal, Buenos Aires to analyse distressed deals, the red flags that usually appear and
Miguel Tornovsky Pinheiro Neto Advogados, São Paulo; how to avoid mistakes.
Scholarship Officer, IBA Latin American Regional Forum Session Co-Chairs
Speakers Fulvio Italiani D’Empaire, Caracas
Carrie Cohen Morrison & Foerster, New York Francisco Roggero Zang Bergel y Viñes, Buenos Aires; Corporate
Joanna Dawson Estudio Olaechea, Lima Counsel Forum Liaison Officer, IBA Latin American Regional Forum
Diego Muñoz-Tamayo Muñoz Tamayo & Asociados, Bogota; IBA Speakers
Council Member, Camara de Servicios Legales de la ANDI Maria Luisa Canovas Jones Day, New York
Juan Eduardo Palma Cruzat Palma Edwards Veszpremy, Mariana Estrade Hughes & Hughes, Montevideo; Council
Santiago Member, IBA Section on Public and Professional Interest
Jonathan Kellner Shearman & Sterling, São Paulo
1230 – 1330 Lunch Matias Langevin Morales & Besa, Santiago; Vice Chair,
Innovations in Financing Transactions Subcommitee, IBA Banking
Law Committee
Luciana Tornovsky Demarest Advogados, São Paulo; Special
Projects Officer, IBA Closely Held and Growing Business Enterprises
Committee
LATIN LAWYER
Thursday continued
Friday 22 March
0800 – 0850 IBA Pro Bono Committee panel Funding M&A deals
This panel will analyse what the compliance requirements for
Galvanising pro bono contributions by private and from lenders are in leveraged buy outs (LBOs) and how
practitioners in Latin America such requirements have affected securities issuances and private
This panel will bring together leaders of the private bar in placements destined to finance acquisitions.
Latin America to discuss their experiences as firm and in-house
corporate lawyers who have made a significant contribution to Session Co-Chairs
pro bono work in their communities. The speakers will address the Lisandro Allende A&F Allende Ferrante Abogados, Buenos Aires;
challenge of finding meaningful opportunities to engage in pro Member, IBA Latin American Regional Forum Advisory Board
bono projects, and share their views on how young lawyers can Jose Visoso Galicia Abogados, Mexico City; Website Officer,
balance their corporate legal careers with public interest work. IBA Latin American Regional Forum
Session Co-Chairs Speakers
David Flechner Shearman & Sterling, São Paulo; Secretary, IBA Agustin Cerda Cuatrecasas, Madrid
Securities Law Committee and North America Regional Officer, Maria-Leticia Ossa Daza Willkie Farr & Gallagher, New York
IBA Pro Bono Committee Carlos Taboada Consortium Legal, Managua
Paula Samper Gomez-Pinzon Abogados, Bogota; Latin American Isabel Wolleter Prieto Abogados, Santiago
Regional Forum Liaison Officer, IBA Pro Bono Committee Damien Zoubek Cravath Swaine & Moore, New York;
Vice Secretary, IBA Corporate and M&A Law Committee
Speakers
Nicolas Birrell Berazadi Managing Director, Desafio Levantemos
Chile, Santiago
Rony Jara Amigo Fiscal General Counsel, Banco BICE, Santiago
Alejandro A Rubilar General Counsel, JP Morgan, Santiago
The IBA, its officers and staff accept no responsibility for any views expressed, presentations or materials produced by delegates or speakers
at the Conference.
Friday continued
Hotel accommodation Please note that in the event of any cancellations or no-shows, rooms
A limited number of rooms have been reserved at the W Santiago, at the will be charged to the individual guest’s credit card given at the time of
Ritz-Carlton Santiago and at the Intecontinental Santiago for the nights of the booking.
20 and 21 March. Room rates for the nights prior and post these dates are
The Ritz-Carlton Santiago
subject to availability.
Calle El Alcalde 15, Santiago, Chile
As a limited number of rooms have been blocked at the hotels, availability Tel: +56 (2) 2470 8500
cannot be guaranteed once the room blocks are full. www.ritzcarlton.com/santiago
W Santiago Hotel The following rates are per room, per night and inclusive of buffet
breakfast.
Isidora Goyenechea 3000, Santiago, Chile
Service charges and local taxes are not included.
Tel: +56 (2) 2770 0049
www.whotels.com/santiago Deluxe Single: US$245 Double: US$265
The following rates are per room, per night and inclusive of buffet
breakfast. Please contact Marisete Sgorla at marisete.sgorla@ritzcarlton.com or
Service charges and local taxes are not included. call +56 (2) 2473 7570 to book your accommodation and reference the
name of the event. The hotel requires a credit card number to secure your
Wonderful room Single: US$250 Double: US$265
reservation.
Cool corner Single: US$300 Double: US$315
Any cancellation made within 72 hours before the check-in time will incur
a cancellation fee of the total nights reserved. This will also apply to no-
Please access www.starwoodmeeting.com/Book/ibaconference or
shows.
call +56 (2) 2770 0049 to book your accommodation and reference the
name of the event. The hotel requires a credit card number to secure your Please note that in the event of any cancellations or no-shows, rooms
reservation. will be charged to the individual guest’s credit card given at the time of
the booking.
Any cancellation made within 45 days before the check-in time will incur
a cancellation fee of the total nights reserved. This will also apply to no-
shows.
Intercontinental Santiago Please note that in the event of any cancellations or no-shows, rooms
will be charged to the individual guest’s credit card given at the time of
Vitacura 2885, Santiago, Chile
the booking.
Tel: +56 (2) 2394 2000
www.intercontisantiago.com
Delegates are responsible for making accommodation reservations
The following rates are per room, per night and inclusive of buffet and entering into an agreement with the hotel regarding credit card
breakfast. guarantees, cancellation terms and conditions, and room rates (should
Service charges and local taxes are not included. these differ from the special IBA rate). The IBA cannot accept responsibility
for hotel accommodation disputes between a delegate and the hotel.
Deluxe Single: US$220 Double: US$240
Disabled access
The W Santiago Hotel, the Ritz-Carlton Santiago and the Intercontinental
Please contact Debora Gatica at debora.gatica@interconti.cl or call
Santiago are wheelchair accessible. Please notify us if you require special
+56 (2) 2394 2105 to book your accommodation and reference the
assistance.
name of the event. The hotel requires a credit card number to secure your
reservation, in case of no-shows and late cancellations.
Unauthorised accommodation agents
Any cancellation made 45 days prior to check-in will incur a cancellation The IBA is not using any travel or accommodation agents for this
fee of the total nights reserved. This will also apply to no-shows. conference. To make your reservation please contact the hotel directly.
Social programme
Dates to remember
• 6 February is the date by which your registration form and payment must be received at the IBA office if you are taking advantage
of the early registration fee, and is the date by which any cancellation must be received at the IBA office in order for fees to be
refunded, less a 25 per cent administration charge. No refunds can be made after this date.
• 6 March is the date by which your registration form and payment must be received at the IBA office in order for your name and
company to be included in the list of participants, which will be made available seven days prior to the conference. After this date,
no registration forms can be accepted at the IBA office – please therefore register at the conference.
• Due diligence: incorporation of technology into due diligences • Representations and warranties
– will artificial intelligence replace us?
• Conditions precedents
• How to evaluate and mitigate relevant contingencies in tech
• Disclosure schedules
companies:
– New technologies and lack of regulation: how to ensure • Covenants
legal compliance and mitigate risks for investors • Drafting, signing and closing sessions
– Compliance: how to efficiently cover this issue and how can it
• In-house lawyers’ expectations in M&A transactions
affect the outcome of an M&A transaction?
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Guests are not entitled to attend the working sessions. No member of the legal profession may be registered as a guest.
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Please tick box if your guest has allergen intolerances and specify _______________________________________________________________________
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___________________________________________________________________________________________________________________________________
Disclosure of dietary information denotes you have agreed to the IBA sharing this information with relevant third parties who are providing catering on our behalf.
HARD COPY REGISTRATION FORMS AND FEES RECEIVED: on or before 6 February after 6 February amount payable
SOCIAL FUNCTIONS
One reception ticket for each delegate is permitted. One reception ticket for each registered guest is permitted.
Social function ticket reservations are subject to availability and cannot be guaranteed unless payment has been received before 6 March 2019.
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