In brief
The Superintendence of Banking, Insurance and Private Pension Fund Administrators (SBS) published SBS Resolution No. 00511-2023, which approves the procedure to carry out the prior control of concentration operations involving companies of the financial or insurance system, within the framework of Law No. 31112, the law that establishes the prior control of corporate concentration operations, and its regulations ("Concentration Regulations").
According to the merger regulation, when a concentration operation involves entities supervised by the SBS that present relevant and imminent risks that compromise the soundness or stability of the referred companies or the systems they integrate ("Relevant Risks"), only prior authorization from the SBS is required.
In depth
Scope of application
The procedure applies to companies of the financial system that take deposits from the public or insurance companies that participate as acquirers or transferors in a business concentration operation included in the merger regulation when a specific procedure has not been contemplated.
Request for prior control of transactions before the SBS
The acquiring or transferring entity, as the case may be, must file a request for approval before the SBS ("Request"), attaching the following information:
- Detailed description of the transaction, indicating the objectives, intervening parties and the amount involved
- Report analyzing the risks associated with the transaction, and its impact on the company's risk profile and solvency
- Certified copy of the resolution adopted by the competent corporate body to carry out the concentration operation and of the approval of the analysis report
- Contract or draft contract, specifying the identification, obligations and rights of the intervening parties, as well as the documents and annexes related thereto
- Evaluation of the company to determine that the operation is within the scope of application of the rules
- Other relevant documents
If the operation involves more than one company, the application must be submitted by each of the acquiring companies. The transferring company must submit, as a whole, the information in points ii) and iii) above.
Deadlines for the procedure
- Once the application has been filed, the SBS has 20 business days to determine whether the transaction involves entities that present Relevant Risks.
- If the transaction involves entities that present Relevant Risks, the SBS has 30 business days from the date of the Request to issue the corresponding resolution.
During a state of emergency, the constitution is not annulled. It is an exceptional measure that allows the restriction of four rights, to face and overcome the serious circumstances that affect the country.
We hope that this information will be of relevance to you and your company. If you require any further information, do not hesitate to contact us.
