LARF brings a high-level perspective on investment, corporate culture and business in Latin America to Copenhagen

One of the central contributions came from Paola Lozano, of Skadden, who focused on a structural difference between many US transactions and those seen across Latin America: the concentration of ownership.

Lozano explained that in major US-listed companies ownership tends to be highly dispersed. Investors come and go and, although fiduciary duties and checks and balances are firmly in place, management and boards of directors have particularly significant roles in decision-making.

In Latin America, by contrast, a substantial part of the corporate landscape remains controlled by families.

That fundamentally changes the dynamics of a transaction.

For the owner of a family business, Lozano noted, the company is not simply an asset whose value should be maximised on a spreadsheet. It may be the business founded by a parent or grandparent, the company in which the owner expects the next generation to work, and a central part of the family’s history and wealth.

Understanding the owner’s risk appetite, succession plans and who actually makes decisions can therefore be just as important as analysing the strictly legal aspects of a transaction.

The role of boards also changes.

While large public companies typically have professional directors experienced in serving on multiple boards and fully familiar with their fiduciary duties, board members at family-owned companies may be individuals who are particularly close to the controlling shareholders.

According to Lozano, advisers need to understand this dynamic carefully. Those directors may be valuable intermediaries in reaching the ultimate decision-maker, but at the same time their own position or professional future may be directly affected by a sale or restructuring.

Lawyers should not become an obstacle

Lozano also addressed the role of counsel when advising shareholders who are able to make decisions far more quickly than a large listed corporation.

Her point was that advisers need to explain the risk, the available alternatives and the consequences of each option clearly.

But once a client has received that advice and decides to proceed, lawyers must remember that the commercial decision belongs to the client.

The adviser’s role is not to stop a transaction simply because counsel would have structured it differently, but to ensure the client understands the risk and to help achieve the commercial objective within the available legal parameters.

This is particularly relevant in cross-border deals where international advisers may be tempted to impose structures they regard as technically optimal but which do not necessarily reflect the controlling shareholder’s commercial priorities.

Regulation: convergence, but not uniformity

Lozano also addressed one of the principal questions facing international groups operating across several Latin American jurisdictions: the extent to which regulatory frameworks across the region are converging.

Her answer was nuanced.

There is, she said, a clear trend towards greater institutionalisation and professionalisation of regulators. Technical teams are becoming more specialised and there is increasing dialogue between Latin American authorities and agencies in jurisdictions with longer-standing regulatory experience.

That interaction enables regulators to learn from one another and adopt more sophisticated standards.

However, the process is not linear.

Political changes continue to have a meaningful impact, and a single jurisdiction may significantly shift its regulatory approach depending on the administration in office.

Lozano noted that, for a multinational, one sensible strategy is to begin with the highest international standard and then adapt it to each local jurisdiction where legally permissible.

But that process requires care.

Applying exactly the same US standard across every market may create regulatory costs so high that an international company is unable to compete with local banks, companies or groups subject to different obligations.

The challenge is therefore to strike a balance between global consistency and local competitiveness.

Compliance: a policy is ineffective if nobody trusts it

Taciana Fazzolari, of Hasbro Brazil, developed the compliance discussion from the perspective of a US multinational.

Fazzolari argued that having a global compliance policy is indispensable, but insufficient if that policy is not translated into real behaviour.

Compliance, she explained, is not simply about circulating a presentation, providing a link to a corporate policy or requiring employees to complete online training.

Effective implementation requires understanding how people respond in different cultures.

In Latin America, for example, internal surveys may show extremely high levels of satisfaction while still concealing concerns employees are reluctant to raise because of fear of retaliation.

For a compliance system to work, employees need to know that they can raise concerns and that they will be treated properly.

Over time, that trust becomes part of the organisation’s internal culture: employees themselves begin telling colleagues that they can speak to legal or compliance without exposing themselves to retaliation.

Relations with regulators and the value of technical teams

Fazzolari also highlighted the importance of building relationships with the technical teams within public administrations.

Senior political appointees may change after elections or changes of government, while many civil servants and technical specialists remain in their roles for decades.

Those officials provide institutional continuity.

For a company, developing a professional relationship with them can be essential when a new regulation produces consequences the authority may not have fully anticipated.

Sometimes, she explained, the issue is not that a regulator wants to obstruct a business, but that the practical impact of a regulatory change has not been fully assessed.

Before going to court, a technical conversation can help explain why a particular measure creates a genuine problem for the product, the consumer or the company.

Avoiding "miracle workers"

Alexandre D’Ambrosio introduced a particularly clear warning on government relations.

Companies should be wary of intermediaries who appear promising privileged access to public officials.

The classic facilitator who claims to know a minister because their children attend the same school, or because of some personal relationship with government, can end up creating far more serious problems.

D’Ambrosio recommended that companies put their own face forward, get to know regulators directly and work with local advisers whose reputation can be verified.

Institutional relationships, rather than opaque facilitation, should form the basis of engagement with public authorities.

José María Pérez: the speed of family businesses can transform a transaction

From the European perspective, José María Pérez, of Bredin Prat, focused on a feature that can be particularly relevant when an international company negotiates with a family-owned business: speed of decision-making.

Where a patriarch or matriarch retains effective control of the company, a significant deal can be approved at a pace that would be almost unimaginable inside a major corporation.

Pérez referred to a transaction involving the sale of Carrefour’s Colombian operations to Cencosud as an example of how quickly concentrated ownership can move a transaction forward.

For the family’s adviser, that speed can become a competitive advantage.

For the counterparty, however, it demands a much higher level of flexibility than would normally be required.

Pérez compared this with certain emerging European businesses, particularly in defence and technology, where relatively unknown companies can quickly become multibillion-dollar businesses while the founder still retains the ability to make decisions almost overnight.

At the other end of the spectrum, large groups such as Airbus must work through significantly more complex internal governance processes.

Post-M&A integration: start before closing

Another issue developed extensively by Paola Lozano was post-acquisition integration.

Lozano warned that many companies concentrate all their efforts on getting the deal signed and closed, and only then start thinking about how the acquired business will be integrated.

For cross-border transactions, that can be a major mistake.

Integration needs to be considered during due diligence and should form part of the valuation itself.

Companies need to assess how integration will affect costs, synergies, expected revenues and the overall return on investment.

Lozano also described what might be called a form of cultural "translation".

This is not about translating language, but translating corporate culture.

A US multinational entering Brazil, Mexico, Colombia or another market cannot assume that all of its processes will immediately be understood and adopted by the acquired business.

Corporate culture is learned.

For that reason, she highlighted the value of temporarily placing people from headquarters inside the acquired company while also doing the reverse: bringing local professionals into the buyer’s organisation for a period of time.

The learning process should be two-way.

Who is training whom?

José María Pérez reinforced this point with an important observation: in a cross-border integration, it should not automatically be assumed that headquarters is there to teach while the acquired business is there to learn.

In some areas, the opposite may be true.

The local company may have market knowledge, relationships, processes and capabilities that the international group needs to absorb.

Effective integration therefore requires knowledge transfer in both directions.

Due diligence that artificial intelligence still cannot perform

D’Ambrosio raised another issue of particular relevance for the legal profession: the transformation of due diligence through artificial intelligence.

Part of the traditional legal review based on checklists and document analysis will increasingly be capable of automation.

But there is another layer of due diligence that is far harder to replace.

Understanding a community, investigating the real track record of a local partner, analysing perceptions of a project, knowing the relevant stakeholders and understanding how a particular market functions require a much deeper approach.

Environmental licensing was used as an example.

Holding the formal licence does not guarantee that a project will be viable.

A company may comply with every formal legal requirement and still face social opposition capable of blocking the investment.

Integration must also take communities into account

That analysis connects directly with one of D’Ambrosio’s strongest messages: the "social licence" may, in some circumstances, matter more than the business licence.

An administrative authorisation allows a company to operate legally, but it does not guarantee social acceptance of the project.

If a company faces strong opposition from the communities in which it operates, the problem can become serious enough to jeopardise the entire investment.

Due diligence must therefore increasingly incorporate social, reputational and political factors.

FDI screening: José María Pérez anticipates greater state intervention

Looking to the future, José María Pérez focused on foreign direct investment controls.

In Europe, FDI screening mechanisms have become increasingly important even in transactions between European companies.

The concept of a sensitive sector, he explained, can be defined very broadly and subsequently interpreted by regulators and executive authorities.

This means that parties to a deal need to anticipate not only the authority formally receiving the filing, but also the positions of other ministries and public bodies.

Defence, agriculture, technology, energy and other sectors can trigger inter-ministerial consultation processes.

Pérez considered it difficult to imagine Latin America remaining entirely outside this trend, particularly given the growing influence of geopolitics on investment decisions.

Paola Lozano: ESG may stop evolving as a single block

In her assessment of the trends likely to shape the coming years, Paola Lozano anticipated a significant transformation of ESG.

Rather than continuing to evolve as a single concept, its three components may increasingly follow separate paths.

The environmental dimension could regain momentum.

The social dimension may face greater political resistance in certain jurisdictions and sectors, particularly industries such as mining and oil.

Governance, by contrast, is likely to continue strengthening.

For Lozano, this could ultimately mean that the three elements are no longer treated as a single homogeneous category.

AI regulation will be inevitable

Lozano added another prediction: artificial intelligence will be regulated.

Regardless of the preferences of companies and advisers, she considered it inevitable that governments will develop new regulatory frameworks to address the impact of these technologies.

The challenge for companies will be to incorporate those rules without losing competitiveness in an environment where different jurisdictions may move at very different speeds.

Protectionism, tariffs and nearshoring

Fazzolari, for her part, anticipated a period of greater protectionism.

The pandemic exposed the extent to which companies depended on particular regions and triggered a global debate around diversification and nearshoring.

In her view, however, not enough progress has yet been made.

Tariffs will continue to be used as political tools alongside technical, regulatory and tax barriers.

Her conclusion was that companies will need to learn to operate with a high and persistent level of uncertainty.

Trade compliance, sanctions and ultimate beneficial ownership

D’Ambrosio also highlighted the growing importance of trade compliance and sanctions regimes.

Latin America occupies a particularly complex position because of its significant economic relationships with both the United States and China.

In an increasingly polarised world, navigating between those spheres may become progressively more difficult.

Growing scrutiny of criminal organisations and corporate structures connected to them will also require banks and companies to deepen their due diligence processes considerably.

It will no longer be enough to know the company with which one is doing business.

Businesses will need to investigate the ultimate beneficial owner and identify who is actually exercising control.

The final advice for a CEO investing in Latin America for the first time

The session concluded by asking the panellists what single piece of advice they would give a CEO preparing to make a first investment in Latin America.

Their answers captured much of the discussion.

D’Ambrosio recommended understanding the environment in depth and working with trusted local partners.

The social context should form part of the investment analysis from the outset.

Fazzolari focused on people: hiring the best professionals and advisers should be regarded as an investment rather than an ancillary cost.

Lozano stressed the importance of being physically present in the country.

A data room, a legal report or a videoconference can provide a great deal of information, but they cannot replace direct conversations with advisers, regulators, accountants, partners and local teams.

Some aspects of a jurisdiction can only be understood by being there.

Ultimately, the panel’s message was that successful investment in Latin America requires combining legal sophistication with cultural knowledge, institutional relationships, political awareness and a much deeper understanding of the people behind each company.

Key facts

• The session "Decoding corporate culture: what investors should know when doing business in Latin America" took place on 6 October during the IBA Annual Conference Copenhagen 2026.
• The panel was co-chaired by Adriana Castro (BLP) and Paulo Rocha (Demarest Advogados).
• Speakers included Paola Lozano (Skadden), José María Pérez (Bredin Prat), Taciana Fazzolari (Hasbro Brazil) and Alexandre D’Ambrosio (YBYARA Consulting).
• Paola Lozano provided extensive analysis on family-owned businesses, boards, regulatory convergence, post-M&A integration, ESG and artificial intelligence.
• Concentrated ownership across many Latin American companies can materially alter the dynamics of M&A transactions.
• Integration should begin before closing and should include genuine cultural "translation".
• The panellists emphasised the need to expand due diligence beyond traditional document review.
• FDI screening, AI regulation, protectionism and international sanctions are likely to become increasingly important.
• CEOs investing in the region need to understand the market, regulators, local partners and communities directly.