General Legal Framework Applicable to Listed and Non-Listed Companies.
The Argentine legal framework provides a set of rules aimed at protecting minority
shareholders from abuse both from the majority and from management1. Prior to
making any approach to the matter, it is necessary to bear in mind that virtually all
Argentine companies, either listed or non-listed, are controlled by a group of majority
shareholders and not by management2.
As from 2001, several rules and regulations have been enacted and issued in order to
better protect minority shareholders both at listed and non-listed companies.
The general legal framework for all listed and non-listed companies is comprised by
Federal Law 19,550, as amended (the Argentine Business Companies Law or “ABCL”),
which applies to all Argentine jurisdictions.
Furthermore, non-listed companies domiciled in Buenos Aires are regulated by
Resolution 7/2005 issued by the General Superintendence of Companies (Inspección
General de Justicia), and non-listed companies domiciled at other Argentine
jurisdictions are regulated by provincial regulations that often follow the trends of the
General Superintendence of Companies.
On the other hand, listed companies must abide by Federal Law 17,801, National
Decree 677/01 (the “Transparency Decree”), the rules of the Argentine Securities and
Exchange Commission (Comisión Nacional de Valores), and the regulations of the
stock markets where they are listed.
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