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Corporate Restructuring and Corporate Takeovers in Panama

It is normal that during the life and development of companies, they adopt various growth and expansion strategies, with the aim of increasing profits. These strategies frequently respond to needs that arise in the practice of commerce, industry and also in the provision of services, which translate into more or less friendly contractual proceedings (Mergers & Acquisitions), although sometimes they occur in a hostile manner (Public Tender Offer - OPA).

Mergers and acquisitions (M&A) are common strategic transactions in the corporate world. They involve combining, buying or selling companies to achieve economic, financial or competitive objectives.

Business restructuring is a complex process that involves organizational, financial, operational or strategic changes to improve performance, adapt to a new environment or overcome difficulties.

Reasons for the Restructuring a Company:

  • Financial hardship
  • Market changes
  • Mergers and acquisitions
  • Cost optimization
  • Strategic realignment

Types of Restructuring:

  • Financial: It involves the renegotiation of debts, capital increases, or the sale of assets.
  • Organizational: This happens due to the reorganization of departments, revision of processes or downsizing.
  • Operational: When there is an improvement in production, logistics or inventory management.
  • Legal: When there is a change in legal status, demerger or merger of entities.

Restructuring Steps:

  • Diagnosis: Perform an analysis of problems and opportunities.
  • Action Plan: Establish a definition of objectives and actions to be taken.
  • Implementation: Initiate the application of changes with clear communication.
  • Monitoring and evaluation: Establish means of monitoring and measuring results and adjustments as necessary.

Consequences of the Restructuring:

  • For the Company: The final objective is to achieve an improvement in performance, and the reduction of risks and obstacles.
  • For Employees: Although there is the possibility of redundancies, with the improvement in the performance of the company, there will be a saving of jobs.
  • For shareholders: It is possible to have a positive impact on the value of the company and dividends.

In conclusion, restructuring is a key process for the survival and growth of companies, but it requires rigorous planning and careful management of human and operational impacts.


1- Mergers and Acquisitions (M&A) of Companies in Panama

Merger / Economic Concentrations / Partial Contribution of Assets / Corporate Spin-off / Corporate Takeovers / Public Tender Offer (OPA)

A corporate Mergers and Acquisitions (M&A) operation in Panama is a pooling of assets or economic interests between two corporations or commercial companies that results in a sale operation, after a process of convergence between the parties, i.e. a process of negotiation and commercial rapprochement that is interpreted as a purchase or exchange.

Merger: Two independent companies decide to merge into one, either by consolidation or by absorption.
Example: If Corporation A and Corporation B merge, they become Corporation C, with shareholders, assets, and common officers.

Acquisition: A company (the buyer) buys all or part of another company (the target). The target may lose its independence.
Example: If company X buys 100% of the shares of company Y, company (Y) becomes a subsidiary of X or disappears.

Why do companies do mergers and acquisitions?

  • Quick Growth
  • Diversify risks
  • Achieve savings (synergies)
  • Eliminate a competitor
  • Access technologies or patents
  • Take advantage of a financial opportunity
  • Opening a new market or obtaining a part of it

Key Steps in an M&A Deal

  • Define a Strategy
  • Identify targets
  • Conduct a financial assessment
  • Initiate negotiation, to discuss the price and conditions
  • Carry out due diligence
  • Reach agreements and approvals
  • Make integration a reality

On some occasions, the transaction may involve the exchange of securities, in payment of the price, in exchange for the assets transferred. The object of the operation is the ownership of an economic activity, effecting a transfer of ownership, in the event that this operation is successful, which may be total or partial. Similarly, the M&A transaction may involve specific assets and may even include the liabilities of the divested business.

The transactions we call Mergers and Acquisitions (M&A) are aimed at the ownership and control of companies, although they can also involve other types of entities or structures, such as cooperatives. M&A transactions allow beneficiary entities to optimize their resources, expand their business offering, strengthen their structures, increase or reduce their size and evolve their competitive position.

The decision to carry out a merger or acquisition is motivated by economic productivity strategies that justify the investment decision , i.e. the adoption of the necessary measures to achieve the objective, which involves an advanced level of planning and the allocation of the necessary resources, the ultimate goal of which is to obtain future revenues that allow the investment to be recovered and a certain profit to be made.

Therefore, a merger or acquisition will be successful to the extent that the purchase price justifies the effort, whether the purchase price is lower than the current value, which could create shareholder value. For this to be the case, the following elements must be taken into account:

  1. The object of the transaction
  2. The Participating Parties
  3. Relevant information available
  4. Business valuation
  5. Value and price
  6. The terms and structure of the operation
  7. Trade flows: shares, cash, mixed
  8. Diligence raisonnable
  9. The context of the transaction
  10. The characteristics of the operation
  11. Financial and business strategies
  12. The previous stages of the negotiation
  13. The negotiation stages
  14. The final steps
  15. Social, tax, regulatory and administrative aspects
  16. Competition law and intellectual or industrial property
  17. Cultural problems

2- Types of Corporate Integration in Panama

When defining the objectives, it should be taken into account whether the restructuring of the company will be carried out through diversification operations, or through the creation of groups of companies, or through the implementation of offensive or defensive operations, through cost reduction and the production of synergies, or through direct acquisition or through a holding company, or to carry out :

  • Vertical Integration: Through this business strategy, the company enters new sectors or business niches to promote the competitiveness of its current products or services. This type of integration can be done upstream (manufacturing of inputs or supplies) or upstream (distribution or marketing).
  • Horizontal Integration: The acquisition of a company by another that competes in the same industry, with the goal of achieving economies of scale that reduce costs, increase market share, introduce new lines of business, or reach new markets.

3- Methods of Corporate Restructuring in Panama

Corporate restructuring can also be achieved through several methods, the adoption of which will depend on the resources available and the corporate strategy, for which the following are available:

  • Merger by consolidation of companies (consolidation): Under Panamanian law, a merger or consolidation (also known as a merger by integration) is a merger where the two merging companies are extinguished to form a third surviving company, with the previous two disappearing. The two companies are dissolved and integrate or consolidate their assets and liabilities into the new entity. There is a universal transfer of goods.
  • Fusion by absorption (fusion): In the case of absorption, the absorbing company continues to exist, but the absorbed company ceases to exist and is dissolved, without liquidation. Its assets are transferred to the absorbing company, being integrated into those of the surviving company.
  • Spin-offs of companies: In our country, the Spin-off is considered to be the division of all or part of a company's assets and its transfer to one or more companies already incorporated or to be incorporated, called beneficiaries. The transfer will not be made on a universal basis, unlike what happens in other legislation. Nor does the division produce the extinction of the spin-off company in Panama. The partners of the company resulting from the division receive shares or participations in the beneficiary company.
  • Total benefits: In this case, all of a company's assets are transferred and divided into two or more parts.
  • Partial split: In this case, the assets or liabilities are transferred, individually or en bloc, to one or more beneficiaries, pre-existing or to be established. The split company is not going to die.
  • Partial contribution of assets: It is a business operation by which a company contributes part of its assets to another company, new or pre-existing, in exchange of obtaining the company's corporate rights. It can be a contribution in kind (property other than money), i.e. property of any kind. The partial contribution of assets (APA) gives rise to a capital increase subject to the general regime for contributions in kind. Through this method of corporate restructuring, an entire and autonomous branch of activity can be transferred generating a subsidiary, i.e. a set of assets and liabilities that allow an entity to operate on its own. This method of corporate restructuring does not lead to the dissolution of the transferring company, it becomes a partner or shareholder of the beneficiary company. You may, under certain conditions, request the application of the favorable tax regime by division for your APA transaction.
  • The acquisition or purchase of business assets or establishments: Article 777 of the Commercial Code authorizes the sale or transfer of a business or a commercial establishment, according to the procedure established by the Commercial Code itself, which may be carried out in lots or as a whole, provided that the rights of creditors are respected.
  • The creation of Activity Groups: On the one hand, we have Economic Interest Groupings, which are legal entities, whose objective is to facilitate or develop the economic activities of their members, to improve their functioning, or to facilitate their growth. Although there are no specific regulations for this figure in our country, the general rules on companies will apply.

    The objective of the creation of this type of legal entity is to facilitate or develop the economic activity of its members, to improve the results and the commercial management of the members of the group.

    On the other hand, we have groups of companies that work through holding companies to simplify the management of a group of companies or companies in order to allow the optimization of productivity, the reduction of operating costs and, in some cases, the channeling of financial flows, economies of scale and efficient capitalization, while obtaining the administrative and functional specialization of their members. Diversify risks, through vertical or horizontal integration of its components.

  • Competition law and economic concentrations: In the first place, it must be considered that competition law is a branch of economic law specialized in the study and development of the rules that govern and control economic activities related, in general, to trade, through the prohibition of illegal restrictions, dominant position on the market, abuses, price fixing and monopolies.

    One of the important areas in which the regulation of the economy develops concerns activities that produce economic concentration, which must be understood as the effect of acts aimed at building the dominance of a small number of companies over the rest of their competitors, in the relevant market, of a particular type of industry or commerce.

    This can happen due to factors such as economies of scale, barriers to entry, mergers and acquisitions, and access to resources. The purpose of controlling economic concentrations is to prevent significant restrictions on competition from occurring as a result of certain transactions and from resulting in harm to consumers, such as price increases or reductions in the quality, variety or innovation of goods or services.

    In particular, it is intended to prevent economic operators who have been independent of each other from performing, inter alia, acts, contracts, or agreements for the purpose of the merger, acquisition, consolidation, integration or amalgamation of their undertakings, in whole or in part, with a view to controlling the market or eliminating or lessening competition, by means qualified as unfair or restricting the freedom of companies.

    Thus, economic concentration occurs when one or more economic agents, who already hold significant market shares and control other economic agents, acquire, by any means, direct or indirect control of all or part of a larger number of economic agents.

  • The Taking of Corporate Control: Contractual Transfer of Corporate Control or the Public Tender Offer (OPA): The ability of an economic agent to influence others through the exercise of property rights or a right of use, of all or part of the economic agent's assets or through agreements that confer substantial influence on the composition, voting or decisions of the management or administrative bodies or legal representatives of the economic agent.

    These control operations can be carried out in two ways. First, amicably or consensually, through a contract for the sale of shares or shares allowing the acquisition of control of the company.

    Similarly, secondly, the acquisition can be made aggressively, when it is a publicly traded company, also known as a public or regulated company, the acquisition must be made through a Public Tender or Exchange Offer, for which it must comply with the regulations of the stock market or securities market.

4- Types of Services we offer in Mergers and Acquisitions

If you want to offer a Mergers and Acquisitions (M&A) service for companies, you will need to structure your offering according to the specific needs of your clients (buyers, sellers, investors) and your expertise. Here's a guide to building this service:

  1. MERGERS AND ACQUISITIONS ADVISORY: A firm specializing in Mergers and Acquisitions could help your company prepare for an acquisition or sale (financial optimization, search for buyers).

    Offering M&A services requires technical expertise, a strong network, and an ability to manage complex processes. By targeting a niche (e.g. SMEs, specific sectors) and focusing on trust and transparency, you can differentiate yourself in this competitive market.

    • Strategic Assessment: Helping companies identify acquisition targets or merger partners aligned with their goals.
    • Financial diagnosis or evaluation: Analyze the profitability, debts, assets and valuation of a company.
    • Due Diligence: Checking the financial, legal, tax and operational aspects of a target before a transaction.
    • Negotiation: Representing the interests of the buyer or seller to obtain the best price and conditions.
    • Structuring and Development of the transaction: Choosing between a share buyback, an asset buyback, a legal merger, an LBO (financial leverage), etc.
  2. INTERMEDIATION
    • Connection between the buyer and the seller, by acting as a broker to connect companies interested in a transaction.
    • Sales Process Management: Organize RFPs. (Request for Proposals).
  3. SPECIALIZED SERVICES
    • Cross-border mergers and acquisitions: Advising on international regulations, currencies, business cultures, particularly in Panamanian law and Latin America.
    • Mergers and acquisitions for SMEs/startups: Supporting small businesses in their growth or divestment in Panama or Latin America.
    • Corporate Restructuring: Helping companies in difficulty prepare for a sale or merger, according to Panamanian and Latin American law.
    • Identification and anticipation of Risks: Competition / Complex regulations (Compliance with competition laws, labor law, taxation, intellectual property law and trademark law).
    • Privacy: Managing sensitive information about companies.

5- Other Services related to Panamanian Corporate Law and Companies

Our law firm specializes in providing services related to the commercial and business field, so it is possible for us to assist you in the creation or formation of your company or company, as well as in the development of it and, if necessary, in the closure, dissolution and liquidation.

  • Shareholders' by-laws or agreements and amendments to a corporation's articles of incorporation.
  • Liability of directors, directors and officers of a corporation, change and replacement of directors of a corporation.
  • Protection of minority shareholders, abuse of majority and abuse of qualified minority.
  • Inclusion or exclusion of corporate shareholders
  • Increase, decrease or structuring of the share capital, contributions, issuance of shares (ordinary or preferred) of companies, issue of bonds.
  • Profits, capitalizations, reserves and dividends of companies.
  • Transformation and change of nationality and jurisdiction of companies. Tax domicile and permanent establishments of companies.
  • Joint Ventures, Accidental Partnerships, Consortiums.
  • Purchase or sale of funds or commercial establishments or companies.
  • Dissolution of companies.