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Universidad de los Andes’ Fifth M&A Congress brings together leading figures in Latin American corporate law · Latin Counsel
News · Corporate / M&A · Colombia
Universidad de los Andes’ Fifth M&A Congress brings together leading figures in Latin American corporate law
Universidad de los Andes’ Fifth M&A Congress brought leading figures in Latin American corporate law to Colombia to discuss investment opportunities, regulatory changes and industry trends, with a particular focus on Venezuela, the new takeover bid regime and renewable energy.
Andrés Crump (Garrigues), Claudia Barrero (PPU), José Luis Suárez (Pérez-Llorca) and Jaime Moya (Cuatrecasas), from left to right, during the panel on Colombia’s new takeover bid regime at the University of los Andes’ 5th M&A Congress
Organized by the Mergers and Acquisitions Student Group at Universidad de los Andes, the Fifth Mergers and Acquisitions (M&A) Congress at Universidad de los Andes has established itself as a forum for exchange among students, academics and corporate law professionals.
The initiative began as a tribute to Andrés Hoyos Ramírez, a prominent transactional lawyer at Gómez-Pinzón, who died during the pandemic. It continues to promote collegiality, professional excellence and ethical reflection in M&A practice.
The opening session featured Mariana Camacho, manager of the student group; Jorge González, dean of the Faculty of Law at Universidad de los Andes; and organizing committee members Claudia Barrero, of PPU, Natalia García Arenas, of Pérez-Llorca, and Jaime Cubillos, of Posse Herrera Ruiz.
, former president of Colombia’s Constitutional Court, who discussed the continuing relevance of the principle
pacta sunt servanda
, the legal influence of Andrés Bello and the skills that distinguish a good transactional lawyer.
Linares described M&A as a discipline that demands far more than technical knowledge: negotiation skills, commercial understanding, legal judgment and ethical responsibility. He also raised questions about the impact of artificial intelligence on legal practice.
One of the panels with the greatest regional interest was “Venezuela roundtable: current conditions, challenges and hot markets”, moderated by Vivian Liberman, of BLP, with Fulvio Italiani, of D'Empaire; Pedro Ignacio Sosa, of Araque Reina; Joshua Williams, of Covington & Burling; and Jesús Villegas, of Baker McKenzie.
The discussion examined Venezuela’s investment environment following the events of January 3 and prospects for the recovery of strategic sectors.
Participants analyzed regulatory changes relating to hydrocarbons and mining, opportunities for private capital to participate, and contractual structures for developing investment projects.
Instruments discussed included production-sharing contracts, consortia and joint ventures, as well as the use of foreign law and international arbitration mechanisms to increase legal certainty for transactions.
The discussion also highlighted the decisive role of the US sanctions regime and authorizations from the Office of Foreign Assets Control (OFAC).
The lawyers examined the use of general and specific licenses, the structuring of contracts subject to regulatory approvals, and the difficulties that financial institutions’ overcompliance can create.
On due diligence, they stressed the importance of investigating corporate history, employment and tax contingencies, corruption risks and ownership structures, particularly in transactions involving assets with a complex regulatory history.
Beyond the energy sector, participants identified potential opportunities in mining, consumer goods, agribusiness, pharmaceuticals and infrastructure, underscoring the importance of investment protection treaties and double taxation agreements.
The new takeover bid regime: a greater role for boards
The second panel, devoted to the new Colombian regime for public takeover bids (OPAs), featured Claudia Barrero, of Philippi Prietocarrizosa Ferrero DU & Uría (PPU); Jaime Moya, of Cuatrecasas; José Luis Suárez, of Pérez-Llorca and Andrés Crump, of Garrigues.
The discussion focused on the effects of the new regulatory framework on directors’ conduct, shareholder protection and the dynamics of acquiring listed companies.
A central theme was the shift from a model characterized by the target company’s passivity to one that gives its governing bodies a more active role.
The specialists examined the implications of requiring the board of directors to take a technical, informed position on an offer, as well as the scope to promote alternatives that maximize value for shareholders.
The debate also addressed competing takeover bids and the actions directors may take while an offer is underway.
In this context, participants considered the tensions between fiduciary duties of loyalty and care, directors’ neutrality and the scope for business discretion recognized under the Business Judgment Rule.
Managing conflicts of interest was a central issue, particularly when the incentives of executives, majority shareholders and minority shareholders diverge.
The panel showed that the changes to the takeover bid regime are not merely procedural; they raise fundamental questions about corporate governance, directors’ liability and the functioning of the market for corporate control.
M&A and renewable energy: storage, infrastructure and new investment structures
The third panel focused on the evolution of transactions in Latin America’s energy sector, with Felipe Aristizábal, of Martínez, Carla Ruggero, of Clifford Chance, Fernando Garrido, of Barros & Errázuriz, and Elizabeth Villa, of Isagen.
Participants discussed how the energy transition is changing both the profile of assets attractive to investors and the legal structures used to acquire and develop them.
Key trends included hybrid solar and wind generation portfolios combined with battery energy storage systems (BESS), transmission infrastructure and energy supply solutions for data centers.
The panel also examined the growing importance of strategic partnerships between local developers and major international operators.
Compared with traditional acquisitions of greenfield or brownfieldprojects, experts identified greater use of joint development agreements, purchase options, deferred payments and price adjustment mechanisms tied to the achievement of milestones.
Contractual risk allocation was another central issue, particularly in relation to Ready to Build (RTB) status, the commercial operation date (COD), warranties and earn-outmechanisms.
Panelists also discussed the obstacles that continue to constrain regional energy investment: transmission grid congestion, delays in environmental permits, regulatory uncertainty and challenges in engaging with communities.
Stable rules and appropriate risk allocation among buyers, sellers and developers were identified as essential to facilitating new investment.
War stories: what complex negotiations teach us about M&A
The fourth panel, “War stories and other demons”, offered a practical perspective on the challenges lawyers face in corporate negotiations.
Moderated by Juan Diego Martínez, of Serrano Martínez, it brought together Andrés Brown, of Pérez Bustamante & Ponce; Andrés Hidalgo, of Lloreda Camacho & Co.; and Roberta Gallardo, of Arias.
Drawing on their professional experience, participants reflected on the skills needed to manage transactions shaped by commercial pressures, cultural differences and unexpected circumstances.
Strategic preparation and an understanding of the client’s business were identified as essential to effective negotiation.
The lawyers shared experiences involving geopolitical conflicts, regulatory obstacles and situations in which client priorities unexpectedly changed the course of negotiations.
They also discussed differences among Latin American, US and Asian negotiation styles, as well as the challenges of combining civil law traditions with contractual structures of Anglo-American origin.
The growing participation of women in M&A was another topic, alongside the importance of building diverse teams and strengthening communication and leadership skills.
Finally, participants examined post-closing disputes, particularly arbitrations arising from representations and warranties, contractual obligations and non-compete agreements.
M&A careers: leadership, ethics and the future of the profession
The congress concluded with a conversation between Sergio Michelsen, of Brigard Urrutia, and Manuel Galicia, of Galicia Abogados, moderated by Jaime Cubillos, of Posse Herrera Ruiz.
Both professionals looked back on their careers and shared experiences from some of the most significant corporate transactions in Latin America over recent decades.
Transactions discussed included SABMiller/Bavaria, the acquisition of Banamex by Citibank, transactions involving the Liga MX and the Telefónica/Millicomtransaction.
Beyond the financial and legal aspects of these deals, the conversation focused on lawyer training, team building and the qualities that distinguish leaders in transactional practice.
Michelsen and Galicia stressed the need to cultivate intellectual curiosity, build professional relationships based on trust, delegate responsibilities and maintain high ethical standards.
The impact of artificial intelligence also featured prominently. Both agreed that automation will transform the performance of many legal tasks, particularly repetitive and document-based work.
However, they emphasized that professional judgment, the ability to understand clients’ commercial interests, negotiation and interpersonal trust will remain decisive in M&A transactions.
The closing discussion reinforced one of the congress’s recurring messages: technology can transform the corporate lawyer’s tools, but it cannot replace the judgment, ethics or human relationships that make a transaction possible.
With its fifth edition, Universidad de los Andes’ M&A Congress reaffirmed its commitment to connecting different generations of professionals and fostering regional discussion of current and future challenges in corporate law.
Key facts
Regional gathering: The Fifth Mergers and Acquisitions Congress, organized by the M&A Student Group at Universidad de los Andes, brought together professionals from international and Latin American firms, business representatives and academics
Congress origins: The initiative began as a tribute to transactional lawyer Andrés Hoyos Ramírez of Gómez-Pinzón
Venezuela: Participants discussed potential investment opportunities, regulatory changes, OFAC sanctions and structuring transactions with contractual and international protections
New takeover bid regime: The debate focused on the role of boards, fiduciary duties, competing offers and conflicts of interest
Renewable energy: BESS storage, hybrid portfolios, electricity transmission and joint development agreements featured among regional trends
Complex negotiations: Strategic preparation, cultural differences, geopolitical risks and post-closing disputes were identified as recurring challenges
Leadership and artificial intelligence: Sergio Michelsen and Manuel Galicia highlighted the enduring value of professional judgment, ethics and trust as legal tasks become automated
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