Corporate Governance of Company Groups in Latin America

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This report provides an overview of frameworks and experience in Latin America and internationally in dealing with the challenges associated with corporate governance of company groups. It describes their economic rationale, benefits and relevance in Latin America, and how they are defined, overseen and regulated. It also delves into some of the risks and more specific challenges involved in ensuring protection of minority shareholder rights and managing or minimising conflicts of interest within groups. It notes the rising importance of Latin American-based multinational company groups. Finally, it reviews existing international and regional guidance on corporate governance of company groups before assessing the more specific policy options and challenges in the region, and describing the conclusions reached by the Latin American Corporate Governance Roundtable and Task Force on Company Groups based on this report’s findings. Country-specific chapters provide more specific descriptions of the frameworks in place for corporate governance of company groups in Argentina, Brazil, Chile, Colombia, Mexico and Peru.



The Superintendence of Securities and Insurance (Superintendencia de Valores y Seguros – SVS) reported that there were 117 business groups in Chile as of September 2014, most of which contain listed companies. The chapter summarises how company groups are defined under Chile’s legal framework, how responsibilities for their oversight are divided and co-ordinated, and how minority shareholder rights are regulated and enforced. Most group-specific provisions deal with disclosure, including of group control structures, and related party transactions. The SVS may suspend transactions between companies of the same group under certain conditions, including when assets under management are at risk due to financial distress of the entity or its related parties. The Chilean authorities reported that they were reviewing systemic risks derived from business groups, focusing particularly on financial and mixed groups with an international presence, and also taking account of prominent recent enforcement cases involving groups.


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