Corporate law and M&A in Argentina: advice to companies, shareholders and investors

Raskovsky y Asociados works with companies and shareholders throughout the life of the company: from choosing the company type and drafting the bylaws to selling the business or the exit of a shareholder. We act both in acquisitions and in preventing and resolving internal disputes, applying legal and commercial judgement at the same time.

Most of the corporate problems that reach the firm do not come from an obscure rule, but from decisions that seemed minor at the time: bylaws copied from a template, a contribution that was never documented, a shareholder who joined on a handshake. We work so that those definitions are settled before they matter.

Getting the structure right from day one

The choice between a sociedad anónima (SA, corporation), a sociedad de responsabilidad limitada (SRL, limited liability company) and a sociedad por acciones simplificada (SAS, simplified corporation, Law 27,349) is not a formality: it defines how decisions are made, how interests are transferred, which corporate bodies must be maintained and how much administrative burden the company carries every year.

We draft bylaws designed for how each company actually operates, not templates: quorum and majorities adapted to the shareholding structure, rules for transferring interests, deadlock resolution and provisions for future shareholders or investors.

Buying and selling a company: how the deal is structured

An M&A transaction follows an order worth respecting. The economic terms are first agreed in a letter of intent or term sheet, usually with exclusivity and confidentiality. Due diligence follows. Only with its results is the definitive agreement negotiated, and closing takes place once the agreed conditions are met.

One early decision defines much of the risk: if the deal is structured as a sale of shares or quotas, the buyer takes the company with its entire history, including liabilities that have not yet surfaced. If it is structured as a transfer of a going concern (transferencia de fondo de comercio) or of specific assets, the perimeter is narrower but the procedure is heavier and has rules of its own. We analyse which one fits each case and which warranties compensate for what the structure does not cover.

Due diligence: what is reviewed and what it is for

Due diligence is not a closing formality: it is the tool that allows the price to be adjusted, warranties to be demanded or the deal to be abandoned in time. Depending on the profile of the transaction, we review:

• Corporate standing: books, minutes, chain of title over the shares and validity of past resolutions
• Employment contingencies: registration, categories, personnel hired through third parties and pending claims
• Key contracts and change-of-control clauses that the sale may trigger
• Tax and social security position, and its backward exposure
• Intangible assets: trademarks, software, domain names and custom developments
• Licences, permits and sector regulatory compliance

Every finding translates into something concrete: a price reduction, a holdback on part of the payment, a specific seller warranty or a condition precedent to closing.

Shareholders’ agreements: disputes are prevented on paper

The bylaws are public and rigid. The shareholders’ agreement is where the fine rules of coexistence are set: which decisions require unanimity, how an interest is valued when someone wants out, what happens if a shareholder stops working in the company, whether the others may join a sale (tag along) or be dragged into it (drag along).

It is also where the deadlock mechanism is defined. In fifty-fifty companies with two shareholders, the absence of that provision is the most frequent cause of paralysis: the business runs, but it cannot decide.

Reorganizations, capital increases and disputes

We handle mergers, spin-offs and conversions (Sections 74 to 88 of Law 19,550), coordinating the corporate procedure with its tax treatment, which is usually the factor that determines the structure chosen. On the financing side, we implement capital increases respecting the pre-emptive rights of Section 194 of the Companies Act, with particular attention to the issue premium: setting it wrongly is one of the most common routes to questionable dilution.

Where the dispute has already broken out, we act in:

• Challenges to shareholders’ meeting resolutions
• Removal of directors and liability claims (Section 274 of the Companies Act)
• Exclusion of a shareholder and exercise of appraisal rights (Section 245 of the Companies Act)
• Applications for judicial intervention in the company
• Negotiated exits and purchase of the disputed interest

The first option is always a negotiated exit. Corporate litigation is expensive, slow and erodes the value of what is being fought over.

Why choose us for your corporate and M&A work

We are a boutique firm: the deal is handled by a partner and does not rotate between teams. In M&A that matters, because decisions are made with incomplete information and against the clock, and someone who knows the whole file is needed to answer with commercial, not merely legal, judgement. We coordinate with accountants and tax advisers where the structure requires it, and we work in English with local and international counterparties.