It is not customary for a bidder in Panama to build a stake in the target prior to launching an offer.
Material Shareholding Disclosure Threshold
As a general rule, there are no material shareholding disclosure schedules. However, in the case of regulated entities, in general terms, material shareholding disclosure thresholds and filing obligations are triggered whenever “control” is affected. Control may be construed as the direct or indirect power that allows the exercise of a determining influence over the administration, direction and/or policies of an entity, whether by ownership of shares with voting rights, contractual rights or other means.
It is also considered “control” whenever a person, individually or by mutual agreement with other persons, is owner of exercise rights over no less than 25% of the outstanding social capital holding voting rights. It is understood to be “control” provided that a person(s) owning any other lower percentage of the social capital has a determining or decisive influence in the management of the entity, by itself or in agreement with others, whether directly or indirectly shareholders of the entity.
Hurdles to Stakebuilding
Corporate law does not provide for specific hurdles to stakebuilding in Panama; such hurdles, if any, are more likely the result of provisions in the articles of incorporation or bylaws of the relevant company, but are not common in Panamanian corporations.
Dealings in Derivatives
Dealing in derivatives are allowed in Panama, though they are not specifically regulated in a meaningful manner.
Filing/Reporting Obligations
Filing/reporting obligations for derivatives under securities disclosure and competition laws are not specifically regulated in Panama.
Transparency
Shareholders are not generally required to make known the purpose of their acquisition and their intention regarding control of the company in Panama, except in certain regulated industries (such as banking, insurance and financial services, among others, which require prior regulatory approvals.
Learn more in our Corporate / Mergers & Acquisitions Guide prepared by partners Eloy Alfaro B. and Rita de la Guardia – Originally published by Chambers & Partner: https://practiceguides.chambers.com/practice-guides/corporate-ma-2021/panama
