Academic presentation of the book "M&A Transactions - Current Legal Issues"

On Tuesday, October 15, the academic presentation -in classroom format- of the book "Operaciones de M&A. Cuestiones Jurídicas de Actualidad" was held.

Cuestiones Jurídicas de Actualidad" (First edition. Ciudad Autónoma de Buenos Aires. Llanes Ediciones. 2024), whose author is the corporate lawyer, international academic, and LATIN COUNSEL correspondent in Argentina, Rodolfo G. Papa.

The event was held at the Colegio Público de la Abogacía de la Capital Federal, in the Autonomous City of Buenos Aires.

Dr. Marcelo Gustavo Barreiro, President of the Argentine Institute of Commercial Law and Coordinator of the Academic Activities Department of the Buenos Aires Bar Association, and Dr. Eduardo Mario Favier Dubois, Professor at the Law School of the University of Buenos Aires and former National Judge in Commercial Matters of the Federal Capital, accompanied the author in his presentation.

The note is accompanied by a photo with the three speakers in charge of the presentation.

Rodolfo G. Papa graduated as a lawyer from the University of Buenos Aires, with Honors Diploma, and holds a Master of Laws in International Economic Law (LL.M), from the University of Warwick (England) (British Chevening Scholarship). As an academic, he has given classroom trainings in Peru, Colombia and Panama. As an author, he has published seven books and more than a hundred doctrinal articles. He is the director of the international training course "Structure of an M&A Deal" (SIJUSA Panama), in which he has trained more than 500 corporate lawyers from 13 Latin American jurisdictions.

Regarding its content structure, the book has been the result of an academic research and professional practice, both local and international, carried out by its author during the last 4 years, which includes: an Introductory Chapter, and 13 Chapters, divided into the following 5 segments: (i) Pillars and Legal Structures; (ii) Preliminary Stage. Documentation. Good Faith. Risks and liabilities for breach of negotiations; (iii) Due Diligence: traditional issues and "compliance due diligence"; (iv) Contractual Negotiation. Risk Sharing. Design of the Post-Closing Stage; and, (v) Conflict Scenarios, and "Next Generation Issues".

Below, we transcribe some paragraphs from the presentation speech of the book, made by its author:

"Although, in line with my previous works, we take among the main sources, the reference to practices and contents generated by the Common Law (doctrinal and jurisprudential, including recent precedents issued by the most prestigious Court worldwide in corporate dispute resolution, and on M&A contracts, I refer to the Court of Chancery of the State of Delaware (USA)), this book incorporates the trend prevailing in certain Latin American jurisdictions (especially Colombia and Peru), which consists in the use of the most recent precedents issued by the Court of Chancery of the State of Delaware (USA), Colombia and Peru), which consists of adapting and adapting to the "Local Legislation", the scope and legal consequences of those clauses generated by the Anglo-Saxons, and which are materialized in the contractual provisions that foreign investors intend to govern the operations entered into on domestic companies or assets, including the use of the English language as the language of the transaction.

The latter has been an "unwritten" rule accepted globally in the business world.

It should be noted that the main challenge we are currently facing in our legal system, both from the academic and professional practice, is to create contents and institutions related to the drafting and negotiation of M&A contracts, truly "Argentinized" in their scope, under the protection, obviously, of the normative, doctrinal and jurisprudential contributions (and supplementarily of the comparative doctrine and jurisprudence), which may be applicable to the specific case.

Very ambitiously, I understand that it could be useful as a source of study and learning, both as a "Manual" that comprehensively includes contents, stages, processes, risks and an analysis of the structure of all the documentation that governs its conclusion, for those who are approaching its study and knowledge for the first time, as well as, alternatively, as a reference tool for those colleagues who have to respond to queries from local or international clients, or who have to define a procedural strategy for the processing of a complex judicial or arbitration litigation, which must settle a conflict derived from the execution of this type of agreements".

For any additional comments and/or queries about the book, please contact the author directly, through the following email: rodolfo.papa@latincounsel.com

LATIN COUNSEL has collaborated with the diffusion of the international launching of this new editorial product, some weeks ago, through the publication of another note in its news portal.