Due Diligence Procedures for Financial Transactions in Argentina
In Argentina, conducting thorough due diligence is essential for financial transactions, particularly when it comes to real estate businesses. Due diligence involves a detailed examination of the seller’s legal, financial, accounting, labor, tax, and corporate information to identify any potential risks or liabilities.
Setting Up a Data Room
Before the transaction takes place, the seller typically sets up a data room that contains all relevant information about their business, including property details. This data room can be physical or virtual, depending on the buyer’s request. A team of qualified professionals then analyzes this information and drafts a due diligence report, which includes all relevant facts about the seller’s properties.
Composition of Due Diligence Teams
Due diligence teams typically consist of:
- Lawyers
- Financial and accounting advisors
- Representatives who may require technical advice if needed
The timing of these groups’ involvement varies depending on the transaction and approach adopted.
Conducting Due Diligence
Title Searches
Buyers typically request information from the corresponding Registry of Real Property in the jurisdiction where the property is located. This involves reviewing titles to detect any inconsistencies or irregularities.
Bankruptcy and Litigation Matters
In Argentina, there is no single registry for bankruptcy and litigation matters. However, the Registry of Trials in each jurisdiction is a trustworthy place to begin searching for this information.
Tax Matters
Buyers can request specific information from various web pages or offices, such as:
- Federal Administration of Public Income
- Takings Agency of the Province of Buenos Aires
- General Administration of Public Income
Tax and litigation indemnities are usually agreed upon during transaction negotiations.
Insurance for Representations and Warranties
In Argentina, insurance for representations and warranties is not common. However, there have been attempts to implement this type of insurance for mergers and acquisitions deals in the future.
Reviewing Primary Agreements
Legal teams typically review primary agreements such as:
- Leases
- Management contracts
- Supply contracts
- Service contracts
The scope of the review mainly depends on the corporate structure of the transaction, which determines the corporate documentation to be reviewed.
Conclusion
Overall, due diligence is a critical component of financial transactions in Argentina, requiring careful analysis and attention to detail to ensure a successful deal.