SVS - Chile TENDER OFFER AND CORPORATE GOVERNANCE LAW: CHILEAN NEW SET OF RULES TO INTEGRATE THE GLOBAL MARKETPLACE ALVARO CLARKE DE LA CERDA SUPERINTENDENTE.

Slides:

Advertisements

Similar presentations

Faculdade de Ciências Económicas e Empresariais Universidade Católica Portuguesa 15/09/2014Ricardo F Reis 3 rd session: Corporate Governance.

Advertisements

How can firms raise money despite the agency problem? The prime aim: make you acquainted with a few principal corporate governance mechanisms (variants.

Takeovers in Finnish Law 14 September 2002 DNJV Frankfurt Ari-Pekka Saanio Attorneys at law Borenius & Kemppinen Ltd.

Asian Centre for Corporate Governance Best Practices for dealing with Non-Controlling Shareholders An Institutional Investor Perspective Presentation by.

Process of CG in Egypt Mohamed Omran Vice Chairman Cairo & Alexandria Stock Exchanges December, 13 th 2006.

Corporate governance principles and entrepreneurship firms V.Darškuvienė Vytautas Magnus University Kaunas.

By: Jaime Alejandres & Alberto Alejandres. Brief Background on Brazilian Firms Brazilian companies generally have a weak corporative governance, a small.

2003 ACSDA SEMINAR CREATING A STRENGTHENED, INTEROPERABLE GLOBAL CENTRAL SECURITIES DEPOSITORIES NETWORK WHICH MITIGATES RISK AND IMPROVES GOVERNANCE Johannesburg,

Augusto Iglesias P. PrimAmérica Consultores November, The impact of mandatory pension funds on corporate governance: the L.A. experience.

1. 2 CVM’s OBJECTIVES u to stimulate the creation of savings and their investment in securities; u to promote the expansion and regular and efficient.

1 Latest and Future Developments in Chilean Capital Markets Fernando Coloma Correa Superintendent Superintendence of Securities and Insurance, Chile Presentation.

The legal approach to Corporate Governance Prime aim: 1) discuss if there are systems that are better than others and 2) introduce the legal approach and.

3rd session: Corporate Governance

Oversight and Accountability in Corporate Governance --- what we are expected to do globally, and what we do in Japan Toshio Oya Assistant Commissioner.

1 Developing Effective Boards of Directors of SOEs Prof.Lu Tong Chinese Center for Corporate Governance Chinese Academy of Social Sciences May 19,2005.

3rd Eurasian Corporate Governance Roundtable Shareholder Rights, Equitable Treatment and the Role of the State April 17-18, 2002 hosted by Securities and.

Developments in Malaysian Corporate Governance The Regulatory Perspective Nik Ramlah Mahmood.

CODE OF CORPORATE GOVERNANCE FOR BANKS. BOARD AND MANAGEMENT – RESPONSIBILITIES – SIZE AND COMPOSITION – SEPARATION OF POWERS – APPOINTMENT AND TENURE.

Erdenebayar Gombo, Bank of Mongolia Jambaajamts Tundev, Financial Regulatory Commission Shagdarsuren Zuunai, Mongolian Bankers Association 24 November.

OECD Third Eurasian Roundtable on Corporate Governance Kyiv, Ukraine April 17-18, 2002 CORPRORATE GOVERNANCE IN UKRAINE: WHY UKRAINE NEEDS A NEW JOINT.

CORPORATE GOVERNANCE REFORMS AND IMPLEMENTATION IN MONGOLIA 5 TH CORPORATE GOVERNANCE FORUM May 9, 2012 Ulaanbaatar, Mongolia Dr. Demir Yener Senior Corporate.

The Second Asian Roundtable on Corporate Governance Island Shangri-La Hotel, Hong Kong, China May 31, 2000 Copyright, 2000 © FRS & Associates, Inc. The.

Good Corporate Governance in Practice. Outline What is Corporate Governance? Regulatory Requirements for Banks in Sri Lanka DFCC Practices - Key Elements.

Copyright © 2008 McGraw-Hill Ryerson Ltd.1 Chapter Twelve Corporate Governance Canadian Business and Society: Ethics & Responsibilities.

East Asia and the Pacific Region

Reorganizing and Evolving Corporate Structures of Market Infrastructures: Case Studies within ACSDA Amarílis Prado Sardenberg CBLC Chief Operating Officer.

THE IMPLEMENTATION OF THE WHITE PAPER ON CORPORATE GOVERNANCE IN SE EUROPE Progress to date in Bulgaria.

1 IDENTIFYING RELATED PARTY TRANSACTIONS: POLICY TRADEOFFS JOSEPH A. McCAHERY Professor of Law Tilburg University & ECGI OECD CORPORATE GOVERNANCE ROUNDTABLE.

The Fourth Asian Roundtable on Corporate Governance The Recent Development of Corporate Governance in the Greater China Area Prof. Ruyin Hu Director of.

Goals of Corporate Governance - A Singapore Perspective Assoc Professor Luh Luh Lan Faculty of Law & NUS Business School National University of Singapore.

“Accomplishments and Challenges in the Chilean Pension System”

Corporate Governance in the Caribbean Environment “The Caribbean Corporate Governance Forum” Trevor E Blake General Manager – ECSE.

PECC Macro Corporate Governance Scorecard Project: Evaluation of Corporate Governance in East Asian Economies Stephen Yan-leung Cheung and Hasung Jang.

European Corporate Governance: What are the current issues? European Union Corporate Governance Standards - Working Group Meeting December 17, 2013 Brussels.

CHAPTER 3 Corporate Governance. Chapter Objectives To define corporate governance To describe the history and practice of corporate governance To examine.

The Nordic Corporate Governance Codes Slide show at meeting on harmonization of Nordic corporate governance Stockholm Per Lekvall.

The need for academic and research intervention in Corporate Citizenship – Introducing the CCC Presented by: Prof Derick de Jongh 8 August 2006 Responsible.

ALVARO CLARKE Chairman SECURITIES AND INSURANCE REGULATOR March 29, 2001 “The Chilean Tender Offer Law: Major Corporate Events- Public Tender Offers -

1 The OECD White Paper on Corporate Governance in SEE – Progress in the Region Alexander Karpf Corporate Affairs Division, OECD GCGF-IFC PEP SEE Media.

1 Consultation on Proposed Amendments to the Listing Rules Relating to Corporate Governance Issues.

Aishwarya Mohan Gahrana B.Sc., LL.B., A.I.I.I., F.C.S, Company Secretary in Practice New Delhi.

1 Legal and Regulatory Framework for Corporate Governance: A Japanese Perspective December 14, 2001 Hideki Kanda Professor of Law University of Tokyo.

A Importância da Governança Corporativa para os Mercados Emergentes Renato de L. Grandmont Head, Global Corporate Governance Research.

1 INVESTMENT CLIMATE Corporate Governance Development Equity Associates Inc. February-March, 2004.

Financial Sector Development: Building Market Foundations Through International Codes And Standards Sherman G. Boone, Assistant Director Office of International.

A Human Resource Management Approach

Main Board Issues in Chile Ricardo Escobar C. Carey Cía. Ltda.

1 Corporate Governance Market and Regulations. 2 Framework of Corporate Governance.

FINANCIAL CONGLOMERATES AND BANK STABILITY: THE CHILEAN CASE Enrique Marshall Superintendent of Banks and Financial Institutions, Chile Washington, D.C.

“Corporate Governance in Quoted Equities” The Securities Commission S e c of Zimbabwe.

Global Financial Regulatory Framework Regulating International Capital Market Masters in Accountancy (MACC508)

Global Financial Regulatory Framework Regulating International Capital Market Masters in Accountancy (MACC508)

ALVARO CLARKE Chairman Chilean Securities and Insurance Commission 29 March 2001 Buenos Aires.

Markkinoiden juridinen toimintaympäristö Kalvot 17

Entrepreneurship and Management

3rd Latin American Corporate Governance Roundtable

OECD - Introduction It is an organisation of those countries which describe themselves as Democratic and have Market economy. Its HQ is in Paris, France.

LEGAL ASPECTS OF FINANCE Lecture 6

CORPORATE GOVERNANCE ENFORCEMENT IN ARGENTINA

Corporate Governance for Mutuals

Topics 29. Globalization, Corporate Finance, and the Cost of Capital

LEGAL ASPECTS OF FINANCE Lecture 6

Tender Offers (Public Bids) Mandatory Bids Matti Rudanko

MODELS OF CORPORATE GOVERNANCE

Corporate Governance 3. A CORPORATION.

Markkinoiden juridinen toimintaympäristö Kalvot 17

Legal Aspect of Finance

CORPORATE GOVERNANCE ENFORCEMENT IN ARGENTINA

Diritto commerciale II

Presentation transcript:

SVS - Chile TENDER OFFER AND CORPORATE GOVERNANCE LAW: CHILEAN NEW SET OF RULES TO INTEGRATE THE GLOBAL MARKETPLACE ALVARO CLARKE DE LA CERDA SUPERINTENDENTE DE VALORES Y SEGUROS DE CHILE APRIL 2000

TENDER OFFER AND CORPORATE GOVERNANCE LAW THE KEY QUESTION: How the Chilean securities market will integrate the global financial capital markets in the years to come? SVS - Chile Tender offer and corporate governance

MAINLY THROUGH TWO ACTIONS: 1)DEREGULATION: Capital controls Taxes 2)CHANGES IN OUR SECURITIES AND COMPANY LAW TO INTERNATIONAL STANDARDS: Tender offers and corporate governance law SVS - Chile Tender offer and corporate governance

NEW REGULATION: THE KEY PROBLEM How to align the incentives of controllers (managers) and the other shareholders, sharing the company’s creation of value, in a fair and equal basis? or which is the same as to How to lower the incentives of the “insiders” to extract value from the outsiders due to their privilege position. SVS - Chile Tender offer and corporate governance

THE THREE CONFLICT AREAS 1)Major corporate events: takeovers 2)Transfer pricing 3)Insider trading SVS - Chile Tender offer and corporate governance

NEW REGULATIONS: THE KEY SOLUTIONS 1)Tender offers:Mandatory bids 2)Corporate governance:Directors duties 3)Insider trading:Information disclosure SVS - Chile Tender offer and corporate governance

I.TAKEOVERS 1)Control premium 2)Tender offer rule 3)Information disclosure SVS - Chile Tender offer and corporate governance

II.TRANSACTION AMONG AFFILIATES 1.Approval without vote of directors with conflict of interest 2.Indepent appraisal submitted to the market 3.Information disclosure for at least 20 working days 4.Shareholders right to call for a shareholder’s meeting approval SVS - Chile Tender offer and corporate governance

III.INSIDE INFORMATION Mayor corporate events: 1.Take overs: Information disclosure Mayor stakeholders 2.Transaction with affiliates: Market transparency 3.Increased sanctions SVS - Chile Tender offer and corporate governance

CORPORATE GOVERNANCE Directors Committee  Treatment of directors with conflict of interest  Increase self-regulatory within the company  Independent directors  Annual meetings supervision SVS - Chile Tender offer and corporate governance

ADDITIONAL PROTECTION FOR NON CONTROLLING SHAREHOLDERS 1.More resources to regulatory body (SVS) 2.Strengthen rights of withdrawal * Ownership concentration above 66% 3.Increase voting quorum approval * Mayor corporate events 3/4 shares SVS - Chile Tender offer and corporate governance

ADDITIONAL PROTECTION FOR NON CONTROLLING SHAREHOLDERS 4.Limit share issues with extra voting rights 5.ADR’s has same voting rights as shares 6.Increase sanctions for inside information SVS - Chile Tender offer and corporate governance

CONCLUSIONS 1.Harmonisation is crucial to play a role in the global financial market. 2.Today’s regulation asymmetries between banking and capital markets are lowered. 3.Market consensus about the need of this new framework takes time. SVS - Chile Tender offer and corporate governance