Argentina: Minority Shareholders’ Rights in Mergers

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.