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Jorge Ugarte

Partner

jugarte@carey.cl
+56 2 2928 2201

Partner of Carey and co-head of the firm´s Corporate / Mergers and Acquisitions / Capital Markets Group. His practice focuses on advising local and foreign clients in mergers and acquisitions, private equity transactions, capital market and general corporate matters. He is a recurrent counsel in the negotiation of share, equity and asset purchase agreements, shareholders agreements, corporate governance and board’s liability. He also acts as counsel to family companies and holdings, structuring estate successions and providing integral advice to the controlling group and the operative companies.

REPRESENTATIVE EXPERIENCE

  • Tianqi Lithium Corporation on the agreement to acquire a 24% stake of Sociedad Química y Minera de Chile for approx. USD4.07 billion. Closing is subject to regulatory and other customary authorizations in this type of transactions.
  • 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 structuring the joint venture.
  • Masisa on a strategic reorganization of different companies belonging to the same company group under rules of related party transactions applicable to open corporations, including among other actions, the capital increase for more than USD580 million on Inversiones Internacionales Terranova, subsidiary of the group in Venezuela.
  • HP on the acquisition of Samsung Electronic´s printer business for a global amount of USD1.05 billion.
  • Bacardi on the transfer of certain Chilean and Uruguayan subsidiaries to Grupo Cepas. In consequence, Cepas became the exclusive distributor of Bacardi in both Chile and Uruguay and obtained control of its manufacturing facilities in those countries.
  • 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 an investment agreement with Delaware Hancock Chilean Plantations for the development of a forestry joint venture for approx. USD254 million.
  • Bain Capital on 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.
  • Masisa on a tender offer for the partial repurchase of its 9.5% senior notes due in 2019, issued and placed in 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 Special Products of Luvata, a company with 16 production facilities in 12 countries in the Americas, the European Union and Asia.
  • Origin Energy on the acquisition of 51% of the hydroelectric company, Energía Austral, from Xstrata Chile for USD150 million.
  • Mitsui on a joint venture with Salmones Multiexport for the production of coho salmon and trout for USD36 million.
  • The Ministry of Economy of Chile on 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 in Mergers and Acquisitions, Universidad de Los Andes (since 2017).
  • Professor of the Degree in Civil Liability and Damage Law, Universidad de Chile (since 2017).
  • Member of the Sustainability and Corporate Governance Committee, SOFOFA (2017).
  • Member of the 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 the International Bar Association.
  • Member of the Chilean Bar Association.

PUBLICATIONS

  • Author of the book “Share Transfer Agreements”, Editorial Jurídica de Chile (2016).
  • 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, 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, No. 2 (2007).

SEMINARS

  • 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).


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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