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    Jorge Ugarte

    Partner
    jugarte@carey.cl+56 2 2928 2201 LinkedIn

    Partner of Carey and co-head of the firm's Corporate / Mergers and Acquisitions / Capital Markets Group. He advises international and local clients on all kinds of M&A transactions, including the purchase and sale of companies, negotiation of shareholders agreements, partnership agreements, joint ventures, reorganizations and corporate governance. He also acts as counsel to families and business groups on control structures and the corporate succession planning of their businesses.

    Jorge is professor of Civil Law and former professor of Corporate Law of Universidad Católica de Chile and author of the book "Share Transfer Agreements".

    • Barrick Gold Corporation on the international bid and sale of a 50% interest in Compañía Minera Zaldívar to Antofagasta Minerals for USD1.005 billion, including the negotiation of the shareholders agreement and structuring the joint venture.
    • Promigas, one of the main gas corporations in Colombia, on the acquisition from the private equity firm EQT of the business of the Spanish company Zelestra in Latin America, including Chile, Peru and Colombia.
    • DigitalBridge, a US real estate and infrastructure equity fund, on the purchase from Linzor Capital of 100% of Mundo Pacífico, one of the main telecommunications companies in Chile and provider of Internet, mobile, cable television and optical fiber services.
    • Asterion Industrial Partners, a Spanish private equity fund, and its subsidiary Nabiax, on the Chilean aspects of the sale of a data centers' portfolio in Latin America, to Actis, a British private equity fund, for USD500 million. Also, on the local aspects of the purchase from Telefónica of 11 data centers worldwide for USD616 million and on the subsequent purchase from the same company of four additional data centers in Spain and Chile for USD120 million, contemplating various corporate, regulatory and real estate aspects.
    • Newrest Group Holding, a Spanish catering services corporation, on the Chilean aspects of the acquisition of Compass Group operations in Chile, Colombia and Mexico, including five subsidiaries in Chile, through a share purchase agreement subject to the laws of Delaware. The advice comprehended a legal due diligence of the operations of Compass Group in Chile, the negotiation of the transaction contracts and the notification to the National Economic Prosecutor's Office.
    • LarrainVial, representing a group of investors, on the acquisition of 100% of the shares of Farmacias Ahumada, one of the three largest pharmacy chains in Chile, from Wallgreens Boots Alliance, a transnational corporation based in UK. The transaction involved an extensive due diligence of the assets and operations of Farmacias Ahumada and the negotiation of a share purchase agreement with the company that owns Farmacias Ahumada, as well as the structuring of the investment.
    • Marubeni Holding Corporation and its subsidiaries on the sale of its financial and automotive business in Chile through the transfer of its automotive and financial leasing loan portfolio to Tanner for USD70 million, the termination of its operational leasing activities, and the sale of various strategic properties to Renta Nacional and other companies.
    • Graham Partners, a private equity firm investing in technology-driven companies, through its US based subsidiary, OptConnect, on the acquisition of M2M Data Global, a Chilean company dedicated to wireless solutions, hardware and “machine to machine” connectivity, which operates in several Latin American countries.
    • Masisa, a Chilean listed corporation, registered in the securities registry of the CMF, on different operations, including the sale of its forestry assets to a company controlled by GFP Chile Timberland Holdings for USD350 million, a strategic reorganization and capital increase of its Venezuelan subsidiary, Terranova, for more than USD580 million; and the tender offer for the partial purchase of its bonds issued under Rule 144A / Reg. S of the United States Securities and Exchange Commission, of which aggregate value had reached USD300 million.
    • Grupo Gibraltar, a company controlled by the Paulmann Mast family, on a joint venture with the private equity fund IG4 in relation to its subsidiary Adelco, one of the main Chilean food distribution companies, for USD114 million, including a shareholders' agreement to regulate the control and the reorganization of Adelco's structure and operations in Chile.
    • Sun International on the transfer of 65% of its shares in Sun Dreams, the largest casino operator in Chile, to Nueva Inversiones Pacífico Sur for approx. USD160 million. The advice included a settlement agreement to terminate an international arbitration regarding the sale of a 15% of the company's shares and a share purchase agreement to transfer an additional 50% of the shares.
    • Chile Data Centers (Chilean Data Center Association, A.G.), an entity that brings together the main operators and companies in the sector in Chile, on its structuring, governance and legal operation and on the permanent advice to its Board of Directors.
    • Several family groups on the corporate organization of their business and on the structuring of their estate succession, rendering integral services to the controlling group and to the operative subsidiaries.
    • Chosen as the most outstanding lawyer in Chile under 45 years old in Corporate / Mergers and Acquisitions according to a vote organized by Leading Lawyers and published in Diario Financiero (2022).
    • Recognized in Corporate and M&A, Chambers and Partners.
    • Recognized in Corporate and M&A, Capital Markets and Private Wealth, Latin Lawyer.
    • Recognized in M&A, IFLR.
    • Recognized in Corporate M&A and Wealth Management, Leaders League.
    • Recognized in Corporate M&A, Top Ranked Legal.
    • Law, Universidad Católica de Chile.
    • LL.M., Columbia University, New York (2009).
    • Family Business Management Program, ESE Business School (2017).
    • Family Governance LATAM Program, Wharton Business School, Miami (2017).
    • Distinction Scholarship Award granted to the best student of the class, Universidad Católica de Chile, (1999).
    • Professor of Civil Law, Universidad Católica de Chile (since 2017).
    • Coordinator of the Private Law Department, Universidad Católica de Chile (2019-2021).
    • Professor of Commercial Law, Universidad Católica de Chile (2010-2017).
    • Professor of the Master of Business Law, Universidad de los Andes (since 2017).
    • Professor of the Degree in Mergers and Acquisitions, Universidad de los Andes (since 2017).
    • Professor of the Degree in Civil Liability and Damage Law, Universidad de Chile (2017-2018).
    • Member of the Center for Corporate Governance, Universidad Católica de Chile (since 2010).
    • Member of the Sustainability and Corporate Governance Committee, SOFOFA (2017).
    • Advisor of the Commission for the new Commercial Regulation in Chile (2016-2017).
    • Writing advisor for the regulation of Law 20,659: "Companies incorporated in one day" for the Ministry of Economy, enacted in 2013.
    • Professor of the Investment Funds Seminar, Universidad Católica de Chile (2012).
    • Assistant professor of Civil Law, Universidad Católica de Chile (2006-2008).
    • Member of the International Bar Association.
    • Member of the Chilean Bar Association.

    Education

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

    Admissions

    • Chile (2006).

    Languages

    • Spanish.
    • English.

    Publications

    • Author of the book "Share Transfer Agreements", Editorial Jurídica de Chile (2016).
    • Author of "Nature and Ownership of Individual Rights" in the book "The Reasons of Law", Thomson Reuters (2022).
    • 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 (2017).
    • 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; 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 (2010).
    • Author of "Protecting Force Inheritance against Specific Legacies", Revista Chilena de Derecho (2007).

    Seminars

    • Conference "Actions in Case of Breach of a Shareholders' Agreement", Seminar "Shareholders Agreements: An Interdisciplinary Look" Universidad de los Andes, (2019).
    • Conference "The Concept of Controlling Shareholder in the Chilean Capital Market", International Seminar on Corporate Governance organized by the CGC UC, the Hennick 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).