Chile: Investor Protection Regulations In Chile: Law And Practice

Last Updated: 1 November 2000

I. DISCLOSURE REGULATIONS

Periodic reporting requirements are contained in Law Nº 18,046 (the "Corporations Law"), in Law Nº 18,045 (the "Securities Law"), in General Regulation Nº 30 (the "General Regulation 30") issued by the Superintendency of Securities and Insurance (the "SVS") and the rules issued by each stock exchange. All these rules require that any company which is registered in the securities registry maintained by the SVS (the "Securities Registry") must file quarterly reports as well as issue press releases with respect to certain matters or events.

The Securities Law provides that registration in the Securities Registry forces the registered issuer to disclose in a truthful, sufficient and timely manner all essential information regarding the issuer, the securities being offered and the offering. Essential information is defined as the information which a person of reasonable judgment would regard as important in making an investment decision.

Periodic reporting requirements include the filing of unconsolidated, and consolidated, if applicable, financial statements on a quarterly and annual basis, which must conform with Chilean GAAP, as amended by those accounting rules enacted by the SVS. These statements must be filed with the SVS, with all Chilean stock exchanges and with the intermediaries involved in the placement of the particular issuer's securities.

Pursuant to General Regulation 30, each registered company must file the following with the SVS on a quarterly basis (unconsolidated statements must be filed within 30 days, and consolidated statements must be filed within 40 days, of the end of each quarter): balance sheet, income statement, statement of changes in financial condition, notes to financial statements, a summary of relevant events which took place during the quarter, and the chief executive officer's discussion and analysis of the financial condition of the company (the "Management Discussion"), which must discuss both the unconsolidated and consolidated financial statements submitted therewith and must be drafted in accordance with the rules container in General Regulation 30.

General Regulation 30 enumerates the basic contents of the Management Discussion, which must include, among others: (a) a comparative analysis and explanation of the trends observed since the last quarterly report, the last audited financial statement of the registrant and the last quarterly report for the same period of the previous year, in connection with the following subjects: (i) current liquidity, expressed as a ratio of current assets to liabilities, (ii) acid ratio, defined as the ratio between available funds to current liabilities, indebtedness ratio, defined as the ratio between liabilities to stockholders' equity, (iv) proportion of both the short-term and long-term debt with the aggregate indebtedness of the company, (v) aggregate assets specifying the relevant investments and dispositions carried out, (vi) total volume of sales, specifying physical units sold, the value amount thereof and the fixed and variable costs of such units, (vii) operating result, (viii) financial expenses, (ix) income after taxes, (x) income per share, if applicable and (xi) non-operating result; (b) analysis of the differences that may exist between book value, economic value and or market value of the principal assets; (c) analysis of the main changes that occurred in the respective period with respect to the markets in which the company participates, the competition faced in each of them and its market share thereon; and (d) description and analyses of the principal sources of funds and uses thereto by the company in the respective period.

Each registered company must submit the same financial statements listed above annually (unconsolidated statements must be filed within 60 days, and consolidated statements must be filed within 75 days, of the end of each fiscal year), along with an annual report, and the financial statements of its subsidiaries as defined in General Regulation 30.

This regulation provides that registered companies must furnish financial statements of (i) filial entities, which are defined as entities controlled directly or through another person or entity through the ownership of more than 50% of voting stock or in which it may elect directly or indirectly, or appoint, the majority of directors (a subsidiary), and (ii) entities in which the registered company controls directly or through another person or entity through the ownership of more than 10% of the voting stock or in which it may directly or indirectly elect or appoint at least one director thereof (an "Affiliate"), provided that either (a) each Affiliate represents at least 5% of the registered company's unconsolidated assets and that all Affiliates of a registered company represent not less than 30% of its unconsolidated assets, or (b) the respective Affiliate represents 10% or more of the unconsolidated assets of the registered company.

The annual financial statements must be audited by independent accountants registered with and supervised by the SVS. Information which must be disclosed in the annual report includes: principal shareholders, a description of management structure, a listing of directors, managers and principal officers, a description of the activities and businesses in which the company is involved, information regarding its subsidiaries and dividend policy, the company's financial statements and subsidiary and affiliate financial statements of such company, the Management Discussion, director and manager compensation, major events and summary decisions, and the comments and proposals of the principal shareholders of the company.

In addition, each registered company must disclose every declaration of a dividend, decrease in equity, issuance of stock dividends and exchange of shares at least 20 days before the date agreed upon as the payment or execution date. The registered company must also disclose its resolutions providing for the capitalization of retained earnings on or before the fifth date after such matter has been approved thereby.

The information described above must be furnished to the SVS, to every Chilean stock exchange and to intermediaries who at reporting time have an order in respect of, or are party to, underwriting agreements with respect to such registered company's securities.

Each registered company must provide to the shareholders, on an annual basis, with its balance sheet and annual report, including auditor's opinions and notes to the financial statements. In addition, the annual audited financial statements with the auditor's opinions and the notes thereto must be published in widely circulated newspapers. Registered companies must also mail a copy of the agenda for the annual meeting of shareholders to each shareholder and announce the meeting through a press release.

Registered companies must also disclose all material events or information regarding themselves and their businesses at the time when the essential event or information occurs or when the company acquires knowledge of it. These events and/or information must be disclosed to the SVS, to each Chilean stock exchange, to intermediaries that at the time have an order in respect of, or are party to, underwriting agreements with respect to securities of the registered company and, subject to the discretion of the issuer, to the public through press releases. Upon the vote of three quarters of its board of directors, a registered company may determine that essential information is confidential and, therefore, should not be disclosed, but only if the information relates to pending negotiations involving the company which, if disclosed, could harm its corporate interests. The company must inform the SVS of the decision to keep certain information confidential the next business day following the board's vote. If essential information is willfully, negligently or improperly designated as confidential by a board of directors, the company and those directors who voted in favor of the designation will be jointly and severally liable to investors and any other person adversely affected thereby.

General Regulation 30 provides a list of material events to be disclosed (hechos relevantes), including, among others, (i) material decreases in the value of the company's assets, as well as any relevant change in the exchange rate, customs duties, prices, raw materials, or in any other factor that could affect its business; (ii) the entering into, amendment or termination of material agreements; (iii) the restructuring of operations, acquisitions, or material changes in the specific market(s) in which the company competes; (iv) the consummation of contracts and business decisions not in the ordinary course of business; (v) material changes in the company's ownership; (vi) significant changes in the company's share price or the sale of a significant number of the company's shares outside a stock exchange and under prices which differ substantially from the prevailing market prices; (vii) the resignation or revocation of the board of directors and/or the General Manager; and (viii) any other event which causes or may positively or negatively influence the company's business, its securities or the offering thereof.

Violations of the foregoing disclosure obligations render directors and officers jointly and severally liable to or with the company, unless there is evidence that a particular individual dissented or abstained from voting the action or omission which constitutes the violation. Persons or entities who, with the intent to mislead the market, disclose false or misleading information will be criminally liable even if they have no intention to obtain advantages or benefits for themselves or for third parties through such disclosure. Criminal liability increases substantially if the false or misleading disclosure aimed to achieve personal or related third-party benefits.

In addition to the disclosure obligations describes above, the Securities Law and General Regulation 30 require, in the case of the issuance of debt securities, additional disclosure by both the issuer and the bondholders' trustee. The trustee, whose appointment is mandatory in debt issuances under Chilean law, is entitled to request from both the issuer and its auditors, at any time, all information related to the company's operations and activities necessary to protect the bondholders' interests adequately. Furthermore, the issuer is obligated to inform the trustee of any default or breach of the indenture. Any issuers of bonds are requested to maintain a public rating of their outstanding bonds from at least two independent risk-rating entities (the "Rating Agencies"). Rating Agencies are subject to stringent regulations. Their exclusive purpose is to rate securities which are publicly offered. Stock issuers are required to obtain a risk rating from a Rating Agency only in order to register their securities. Unlike bond issuers, however, stock issuers are not obligated to rate their outstanding equity securities after such securities have been registered in the Securities Registry.

Finally, the Securities Law provides that stock exchange regulations must require certain legal, economic and financial disclosure by issuers that have listed securities with that particular exchange. The disclosure requirements of the exchanges are substantially similar to those of the Securities Law.

II. THE REGISTRATION PROCESS

Under Article 6 of the Securities Law, no public offering of securities may be made unless the securities and the issuer have been registered in the Securities Registry of the SVS. In addition, shares to be offered publicly must be listed on at least one local stock exchange which, as a general principle, may not reject the listing.

Section I of General Regulation 30 describes the information that must be furnished to the SVS by issuers that seek to or must be registered pursuant to the Securities Law. The SVS has set the form in which this information must be furnished, the Ficha Estadística Codificada Uniforme, more commonly known as the "FECU". The FECU includes audited financial statements (including balance sheets, income statements, statements of changes in financial position, explanatory notes and the auditors' opinion of the company which, if dated prior to 90 days before the filing date, must be complemented with consolidated and unconsolidated financial statements (which need not be audited) of a more recent date. Each registrant must also furnish audited financial statements, if available, or, if not, unaudited statements, of Subsidiaries and Affiliates, unless these are separately registered in the Securities Registry. In addition, the registrant must furnish a Management Discussion prepared by its General Manager. A list of material events which have, or might have in the future, an influence or impact on the performance of the company, or on its financial statements, securities or the offering thereof must also be filed. Section I of General Regulation 30 sets forth certain additional information that must be furnished. Once a company is registered, the quarterly and annual reporting requirement outlined above under "Disclosure Requirements" must be fulfilled.

Section III of General Regulation 30 lists the information to be furnished by issuers each time they seek to register stock, while Section IV sets forth the information necessary for the registration of bonds. The most significant item is the offering document known as the prospecto (the "Prospectus"), along with the Management Discussion.

A Prospectus or advertising brochure may not be publicly released or published unless it contains the information required by the SVS and only after such information has already been furnished to the SVS. Advertising with respect to an issuance is prohibited if the registration process is still pending, unless the advertising document states clearly that the securities may not yet be sold or placed and that they are being registered with the SVS. Advertising must mention the place or places where a copy of the Prospectus may be obtained. Only after the registration becomes effective may debt securities be sold, while equity securities and convertible bonds may be sold first to shareholders exercising their preemptive rights and, upon the termination of the 30-day waiting period describes below, to any investor.

A Prospectus prepared in connection with the issuance of stock must, among other provisions (i) state the name of the underwriters or placement agents that participated in the drafting thereof; (ii) include a legend stating that the information contained therein is the exclusive responsibility of the issuer and the underwriters or placement agents; (iii) identify the issuer and describe its business and its equity ownership concentration and whether or not it has a controlling person or entity; (iv) describe the characteristics of the issuance; (v) specify the number of shares to be issued; (vi) state the maximum value of the issuance; (vii) provide the ratings of two different Rating Agencies; (viii) describe the offering, price and period of the offering, use of proceeds, etc., and basic features of the underwriting agreement, if any; (ix) provide a sworn statement of liability regarding the truth of the information contained therein by at least a majority of the board of directors and the General Manager of the company and another sworn statement signed by the same persons stating that the company has no defaulted payments; and (x) any additional information required by General Regulation 30.

A Prospectus prepared for the issuance of bonds must contain information about the issuer and the public offering and sworn statements of management similar to those describes above for equity securities. In addition, bond issuers must describe the terms of the bonds being registered, including two bond ratings by Rating Agencies; the frequency and form of the information to be furnished to the bondholders and specification of the newspaper where such information will be disclosed; the identity of the interim trustee; the expected use of proceeds; and additional information required by General Regulation 30.

The Financial Statements and the Management Discussion are not required to be included in the Prospectus, although the Prospectus must specify the places where copies of such documentation may be obtained by prospective investors. However, updated financial statements and the General Manager's Management Discussion must be attached to the security's registration request.

Once the securities have been registered by the SVS, placement may not commence until the expiration of a 30-day waiting period, beginning with the issuance of a press release in which the company informs its shareholders that they have a preemptive right to purchase the registered equity securities. During this 30-day period the company's shareholders may exercise their preemptive rights, while at the same time the company may advertise the registered securities using the registered Prospectus. Once the 30-day period expires, the company may sell the equity securities to investors, but only after the Prospectus has been updated, if applicable, with new information related to the equity ownership of the issuer after the exercise of preemptive rights.

Even after an issuer is registered and becomes a reporting company, it must file additional registration statements and prepare a new Prospectus for each subsequent offering.

The registration process is simplified if the shares to be offered will be entirely subscribes by the company's existing shareholders or if they will be totally paid through the conversion to equity of debt held by either shareholders or third-party creditors. No Prospectus need be filed in either of these situations, although the SVS must be notified and the shares registered therewith.

The SVS must register both the issuer and the securities to be issued not later than 30 days after the filing. This 30-day period is interrupted if the SVS requests additional information by written notice, or directs that the registration be amended to conform SVS regulations.

Shares of stock registered with the SVS must be listed on a stock exchange. Other securities may trade on a stock exchange but only after they have been listed. The information required to be submitted to the stock exchanges does not differ substantially from the information filed with the SVS. Listings are usually less time consuming than registrations.

III. MARKET TRANSPARENCY REGULATIONS

1. Market Manipulation

A number of legal provisions address trading manipulation of registered securities and, under certain circumstances, of non-registered securities. The regulations contained in the laws and regulations related to the securities market are primarily aimed at preventing practices which interfere with the free interaction of market participants. Thus, brokers and dealers are strictly regulated and subject to stringent oversight by the SVS, as are the stock exchanges, rating agencies, issuers of publicly offered securities, and other market actors.

The Securities Law prohibits the trading of securities for the purpose of stabilizing, fixing or causing artificial changes to market prices. Stabilizing actions are allowed only in connection with a public offering of either newly issued securities or securities that have not previously been publicly offered. Stabilizing may only be carried out in accordance with a general regulation of the SVS.

The Securities Law prohibits false quotations and false transactions in connection with any security, both private and publicly traded securities. The general prohibition states: "No person shall carry out transactions or induce or try to induce the purchase or sale of any securities - including those not regulated by the Securities Law - by means of any misleading or fraudulent action, practice, mechanism or artifice." This rule applies to any type of security, even if it has never been offered publicly, and encompasses private transactions which occur outside the public securities markets. Thus, a private stock purchase agreement could fall under the scope of this provision.

Any violation of the prohibitions contained in Articles 52 and 53 renders the offender liable for damages caused thereby. Further, pursuant to Article 59(e) of the Securities Law, persons who violate the prohibitions contained in Articles 52 and 53 are subject to criminal liability as well. Any investor harmed by market manipulation or interference of the kind covered by Articles 52 and 53 may obtain recovery for damages suffered as a result. In addition, injured investors may also press criminal charges for market manipulation.

2. Insider Trading

In March 1994, Law 19,301 amended the Securities Law. This law, provides that persons who, due to office, position, activity or relationship have access to privileged information, must keep that information confidential and may not use it for their own benefit or that of a third party, nor may such persons acquire for themselves or for a third party, either directly or indirectly, securities on the basis of such privileged information. Tipping privileged information is also proscribes, and persons who possess privileged information have the burden of supervising their employees and related third parties with respect to tipping.

Privileged information is defined as any information which (i) is related to one or more issuers, their businesses or one or more securities issued by them, (ii) has not been disclosed to the market, and (iii) is sufficiently relevant as to influence the price of issued securities. Also included in the definition of privileged information is essential information which a board of directors has agreed to keep confidential pursuant to Article 10 of the Securities Law. Any information regarding the purchase or sale of securities carried out in the market by institutional investors is also defined as privileged information.

Any person who is in possession of privileged information will be deemed an "insider". The Securities Law defines those persons to whom a presumption of access to privileged information attaches. These include directors, managers, administrators and liquidators of issuers and institutional investors (as banks, financial institutions, insurance companies, Chilean reinsurance companies, entities who manage securities regulated by the Securities Law and other entities defined as such by the SVS) or of certain of their affiliates, brokers, auditors, rating agencies and their partners and administrators. Also included are persons who have family relationships with directors, managers, administrators and liquidators of issuers or institutional investors. Resignation from a position carrying with it insider status does not release a person from the obligations imposed by the above provisions.

Brokers and dealers are not exempted from the above provisions. However, they are permitted to trade securities related to privileged information they possess if they comply with the following requirements: (i) the trading must be for the account of third parties, (ii) the purchase or sale order must be given by that third party, and (iii) that third party must not have received any advice or recommendation from the broker or dealer relating to the securities traded.

The Securities Law provides a number of mechanisms for the control and supervision of insider trading provisions. Article 170 of the Securities Law requires auditors to give their opinion in respect of the mechanisms that a company has implemented to enforce prohibitions on insider trading. Furthermore, Article 171 of the Securities Law provides that any person who participates in decisions and transactions related to securities carried out by institutional investors and intermediaries of securities (including persons who, due to their office or position, have access to privileged information related to the transactions carried out by such entities) shall inform the company's management about any and all purchases or sales of securities to which that person was party, not later than 24 hours after the transaction was performed.

In addition, Article 101 of the Securities Law provides that corporations whose shares are registered in the Securities Registry must inform the SVS and the stock exchanges of all transactions involving their shares carried out by "related entities". The Securities Law also contains comprehensive regulations specifying when entities are deemed to be related. The criteria used to determine which persons or entities are related to each other are (i) whether there is an ownership relationship between them (10% of the voting stock of a corporation or the right to appoint at least one member of a board of directors will be sufficient to deem entities and or persons as related between each other), (ii) whether they share a controlling entity, (iii) whether one person or entity has a material influence on the management of the other, and (iv) whether two persons or entities have an express or implied agreement to manage a third entity jointly.

The requirement that any purchase or sale of securities among related parties be disclosed provides an important device for deterrence and exposure of insider trading. The bulk of known cases of insider trading has been detected among persons or entities who fall under the definition of "related parties" provided by the Securities Law.

Any person or entity adversely affected by violations of insider trading restrictions and rules is entitled to damages. Moreover, even if there are no actual damages that stem from insider trading, the law provides that any benefit received by the violator(s) from such insider trading must be forfeited to the treasury. Article 60(e) establishes criminal liability for any person or entity to whom a presumptive access to privileged information attaches, who willfully uses that privileged information for his or her own benefit or for the benefit of a third party, and, to that end, executes transactions involving publicly-offered securities, either in the securities market or in private transactions.

Because these provisions have been in place for less than two years, it is not yet clear to what extent they will be enforced. The mechanisms created for the control and enforcement of these rules and regulations will certainly be useful in the enforcement area, however.

IV. SHAREHOLDERS' RIGHTS

The Corporations Law and the Securities Law provide for a number of remedies through which shareholders may protect themselves against actions deemed to contravene their individual interest. Some of these remedies are applicable generally to shareholders, while others are specifically aimed at protecting minority shareholders.

Article 30 of the Corporations Law provides that "shareholders shall exercise their corporate rights while respecting the rights of their corporation and other shareholders." In addition, Article 39 of the Corporations Law provides that directors elected by a group or class of shareholders have the same duties that other directors have in respect of the corporation and the other shareholders. In addition, Article 39 provides that directors elected by a group or class of shareholders cannot deny their duties to the corporation or to those shareholders that did not elect them based upon the fact that they are acting in the interests of the electing shareholders.

Therefore, adequate legal grounds exist to conclude that the law imposes a fiduciary duty among shareholders themselves and particularly between controlling shareholders and minority shareholders. Although these principles have not been developed by the Chilean courts, minority shareholders should be able to protect themselves against actions prejudicial to them undertaken by either the company's board of directors or the controlling shareholders.

1. Appraisal Rights

Under certain circumstances specifically provided for under the Corporations Law and the regulation thereof, a minority shareholder of a publicly-listed company who expressly opposed a resolution adopted through a shareholders' meeting is entitled to exercise appraisal rights whereby the dissenting shareholder's stock in the company must be bought by the company. Such circumstances include a corporate transformation, a merger, the disposition of the assets and liabilities of the company or of all of its all assets, the creation of preferences for certain class of stock or the increase or reduction of preferences already in place, the curing of formal defects in the formation or amendment of the company, and other circumstances provided for in the by-laws. Only shareholders of the class or classes of stock affected by the creation or reduction of preferences have the right to be bought out.

A dissenting shareholder must comply with certain requirements before exercising appraisal rights. First, the dissident shareholder must have opposed the resolution at the shareholders' meeting or, if the shareholder did not attend the meeting, must have notified the company in writing of its opposition no more than 30 days from the date of the shareholders' meeting that approved the resolution. The appraisal rights shall be exercised within 30 days after the shareholders' meeting. In addition, the dissenting shareholder is entitled to appraisal rights only in respect of those shares that were registered in the shareholder's name five days before the shareholders' meeting was held.

Nonetheless, the board of directors of the company in which appraisal rights were exercised is entitled to call a new shareholders' meeting within 60 days after the date of the meeting which approved the disputed resolution. At this subsequent shareholders' meeting, the resolution that triggered the exercise of appraisal rights may be revoked and, as a result, the exercised appraisal rights would be rescinded.

The Corporations Law provides for a mechanism through which the price per share to be paid by a company in the case of the exercise of appraisal rights will be established. If the shares of the company are actively traded on a stock exchange, the value of the shares will be established according to the average market price during the two months prior to the shareholders' meeting that triggered the appraisal rights. If, conversely, the stock is not publicly traded, then its value will be set by using the book value.

2. Preemptive Rights

Under the Corporations Law and its regulations, a company's shareholders have the right to maintain their equity interest (i.e., avoid dilution) whenever a company decides to issue shares, convertible bonds or any other security that confers stock rights on the holder. This right must be exercised by subscribing, on a pro rata basis, to the newly issued stock within 30 days after the company gives, by publication the notice of preemptive rights to the company's shareholders.

A company cannot offer shares which were not subscribes to by the holders of preemptive rights, to third parties at a lower price or under more advantageous conditions than those of the preemptive offering. Publicly held companies can sell unsubscribed shares to third parties at better prices if (i) 30 days have elapsed from the termination of the preemptive rights period, and (ii) the offers to third parties are conducted through stock exchanges.

Preemptive rights may be waived and are freely tradeable to third parties. They are deemed to be waived if the holder thereof does not exercise them within the 30-day preemptive rights period. Preemptive rights are traded on the Santiago Stock Exchange.

3. Proxy Rules

Chilean corporations are required to call ordinary shareholders' meetings once a year. A 15-day minimum notice requirement must be fulfilled by means of a newspaper publication and the mailing to each shareholder of the call. In the event that the company's board of directors decides to call an extraordinary shareholders' meeting, the same requirements apply. Shareholders may petition the board of directors to call an extraordinary shareholders' meeting, provided that at least 10% of the company's shareholders support the initiative. The Corporations Law provides the minimum information that must be furnished by public companies to its shareholders. This information includes the items on the agenda, the company's balance sheet, the annual report, and the auditors' report, together with the notes thereof. An extraordinary shareholders' meeting may not address an issue not previously included in the agenda.

Article 46 of the Corporations Law expressly links the concept of the "fiduciary duty" owed by the company to its shareholders and the obligation of the company to disclose material information. The board of directors must furnish the shareholders and the public with sufficient, truthful and timely information regarding the legal, economic and financial situation of the company as required by law and the SVS. The violation of this provision, if it harms the company, its shareholders or third parties, will entitle the injured party to recover damages from the board of directors, which is jointly and severally liable.

Shareholders of record on the fifth day prior to the date of the shareholders' meeting may participate in the meeting. In addition, the Corporations Law enables shareholders to participate in the meeting through proxies. However, a proxy must have the original signature of the principal. There is no prohibition for the Company to collect proxies.

Article 74 of the Corporations Law provides that the annual report shall include an appendix with the comments and proposals of shareholders representing 10% of the company's equity. Every report sent by the board of directors to shareholders must include the comments and propositions made in the meeting by 10% shareholders. The only limitation provided by Article 74 is that such comments and proposals must be related to the company's business. This is an ambiguous term which might be interpreted by the management of a company to exclude comments or proposals based on such subject matter.

In the case of securities issued by Chilean companies abroad in the form of ADRS, the custodian of the shares represented by the ADRs will be registered in the shareholders' registry of the company as the shareholder. Therefore, it is the custodian who must vote the shares deposited with it. Any voting arrangement entered into among the custodian, the depositary and the ADR holders will govern how the custodian will cast its votes, but a company will only recognize the custodian as shareholder.

4. Related Party Transactions

The Securities Law contains extensive regulations aimed at determining when two or more persons or entities are, under Chilean law, regarded as "related parties or entities". The Securities Law provides broad guidelines that must be used to determine when persons or entities are related, as summarized above under "Insider Trading". The Securities Law provides that companies supervised by the SVS must disclose to the SVS and the public in general all transactions carried out with related parties, as well as any purchase, sale or other transaction in the shares of a company by a related party thereto. In addition, the Corporations Law requires that transactions with related parties must be carried out on an arm's length basis.

The Corporations Law provides that a corporation may enter into agreements or carry out actions in which one or more of its directors is directly or indirectly interested, but only if such transactions have been disclosed to, and approved by, the board of directors, and are carried out on an arm's-length basis. In addition, any resolutions adopted by a board of directors in this regard must be disclosed at the next shareholders' meeting.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

Should you have any questions, please do not hesitate to contact us.

Gonzalo Delaveau

GUERRERO OLIVOS NOVOA & ERRAZURIZ

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however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.

Disclaimer

The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.

General

Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

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