Jorge Ugarte

Partner

jugarte@carey.cl
+56 2 2928 2201

His practice focuses mainly on the acquisition and transfer of companies through the transfer of shares, equity rights or assets, public takeovers, joint ventures, mergers, corporate reorganizations and private equity transactions, as well as in capital market matters. He is a recurrent counsel in the negotiation of shareholders agreements, corporate governance and board’s liability, as well as advisor to family companies and holdings, structuring estate successions and providing integral advice to the controlling group and the operative companies.

REPRESENTATIVE EXPERIENCE

  • Mesoamerica, a leading M&A advisory and private equity firm in Latin America focused on Central America and the Andean Region, on the due diligence and acquisition of a majority stake of Unifood, a leading group in the Chilean fast-food industry. Unifood owns and operates the brands Pedro Juan & Diego, Pollo Stop, Fuente Nicanor and XS Market, with more than 120 stores in Chile.
  • Masisa on a tender offer for the partial repurchase of its 9.5% senior notes due in 2019, issued and placed in the international markets on May, 2014 under Rule 144A and Regulation S of the U.S. Securities and Exchange Commission, for a maximum amount of USD100 million. The aggregate value of the notes issued and placed in 2014 was of USD300 million.
  • Mitsubishi Materials Corporation on the acquisition of the division of Special Products of Luvata, a company with 16 production facilities in 12 countries in the Americas, the European Union and Asia.
  • Rabobank Chile, The Bank of Nova Scotia, Banco de Crédito del Perú and Export Development Canada as lenders on a credit agreement for USD100 million granted to Masisa and Masisa Forestal as subsidiary guarantor.
  • Barrick Gold Corporation on the international bid and sale of 50% of Compañía Minera Zaldívar to Antofagasta Minerals for USD1.005 billion, including the negotiation of the shareholder agreement and the structuring of the joint venture.
  • Bain Capitalon the acquisition of Atento, the largest call center company of Latin America, from Telefónica España for a global amount of €1.039 million, and in the international financing of the acquisition.
  • Masisaon an international bidding process and joint venture with Hancock Chilean Plantations for the exploitation of forestry assets in the south of Chile for USD254 million.
  • Rabobank on a credit granted to Grupo Nueva for USD100 million.
  • Inabata America Corporation, a Japanese trader, on the acquisition of 33.34% of the shares of Agrícola e Industrial El Boldo, owned by Algerton Corp., a company dedicated to the production, marketing, sale and worldwide distribution of blueberries.
  • Triton, a private equity investment firm, on the sale of Compo Expert to XIO Group, an alternative investments firm with research arms in Hong Kong, London and Shanghai. Compo Expert is leading supplier of specialty fertilizers and plant protection products for professional users.
  • Origin Energyon the acquisition of 51% of the hydroelectric company, Energía Austral, from Xstrata Chile for USD150 million.
  • Vitapro Chile and Alicorp, members of Peruvian Grupo Romero, on the negotiation and drafting of a USD40 million loan agreement with Sumitomo Mitsui Banking Corporation.
  • Mitsuion a joint venture with Salmones Multiexport for the production of coho salmon and trout for USD36 million.
  • Masisa in the issuance of bonds series M and N for a joint maximum amount of app. USD190 million.
  • The Ministry of Economy of Chileon drafting the regulation of the Law 20,659 about “Companies incorporated in one day”.

AWARDS AND RECOGNITIONS

  • Recognized in Corporate and M&A and in Capital Markets, Best Lawyers.
  • Recognized in Corporate and M&A, Latin Lawyer 250.

ACTIVITIES AND MEMBERSHIPS

  • Professor of Civil Law, Universidad Católica de Chile (since 2017).
  • Professor of Corporate Law, Universidad Católica de Chile (since 2010).
  • Professor of the Degree of Mergers and Acquisitions, Universidad de Los Andes (2017).
  • Professor of the Degree of Civil Liability and Damage Law, Universidad de Chile (2017).
  • Member of the Sustainability and Corporate Governance Committee, SOFOFA (2017).
  • Member of Center for Corporate Governance, Universidad Católica de Chile (since 2010).
  • Professor of an Investment Funds Seminar, Universidad Católica de Chile (2012).
  • Assistant Professor of Civil Law, Universidad Católica de Chile (2006-2008).
  • Member of Chilean Bar Association.

PUBLICATIONS

  • Co-author of the Chilean chapter of “Corporate Governance Review”, Law Business Research (2017).
  • Author of “Enforceability of contracts against third parties and actions arising therein”, Revista Chilena de Derecho Privado, No. 28, pp. 437 – 453 (2017).
  • Author of the book “Share Transfer Agreements”, Editorial Jurídica de Chile, 412 pp. (2016).
  • Co-author of “Mergers and Acquisitions in Chile: Approaching the Controlling Shareholder”, introductory chapter of Who’s Who Legal: Mergers and Acquisitions (2014).
  • Author of “Foundations and actions for the application of the veil piercing in Chile”, Revista Chilena de Derecho, No. 3; article which has been expressly quoted and its doctrine has been adopted by the Supreme Court of Chile (2012).
  • Author of “Democracy and natural law in the United States: the ideas of the Founding Fathers”, Revista Estudios Públicos, CEP, No. 119 (2010).
  • Author of “Protecting force inheritance against specific legacies”, Revista Chilena de Derecho, 2007 No. 2.

SEMINARS

  • Conference “The Concept of Controlling Shareholder in the Chilean Capital Market”, International Seminar on Corporate Governance organized by the CGC UC, theHennick Centre of Canada, Columbia University and Carey (2017).
  • Conference “Risks and liabilities that board members face”, Seminar “Boards of Family Companies: Keys and Challenges” organized by ESE Business School and the Family Business Association (2017).
  • Conference “Share Transfer Agreements”, Chilean Bar Association (2016).
  • Conference “Piercing of the corporate veil in the Chilean civil and corporate case law”, Chilean Bar Association (2013).


Education

  • Law, Universidad Católica de Chile (Distinction Scholarship Award granted to the best student of the class, 1999).
  • LL.M., Columbia University, New York (2009).
  • Family Business Management Program, ESE Business School (2017).
  • Family Governance LATAM Program, Wharton Business School, Miami (2017).

Admissions

  • Chile (2006).

Languages

  • Spanish.
  • English.


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