Mergers, acquisitions and demergers are common operations on a dynamic economy, they contribute to strengthen the business sector, consolidate and improve the investment scene and provide better services to customers.
Generally, these are complex transactions related to financial services, public services, real estate, construction, insurance and several other areas of the business sector that frequently transcend national borders.
In the business field, the interests of owners (shareholders) and executives (managers) often lead to the decision to merge or acquire other companies, to achieve synergies, maximize shareholder values, correct the market and make the company grow.
In the opposite direction, but always to find better results in performance, and profitability, a company can split its assets totally or partially and transfer it to one or more existing companies.
Merging companies as a social and corporate act, is provided in the Law 32 of 1927, its participation in the Panamanian tax system does not appear until March 14, 1994, with the Executive Decree No. 18. It applies when two or more companies join or when a new company is created from a merger of other companies.
A merger has several advantages such as strengthening the absorbing company, lower production costs, stopping rivalry and competition among the merged companies, greater profitability, a more methodical administration and a more effective control.
But it can also have disadvantages such as the atrophy associated with gigantism, the generation of monopolies and oligopolies and, in the social sphere, the reduction of employment.
During an acquisition of shares, the investor or investors (individual or legal entity) has the objective of obtaining a significant share in the capital of a listed or unlisted company.
The buyer’s objectives can be diverse:
This operation consists of dividing a corporation into two or more companies, this operation is governed by the Commercial Code of Panama, however the articles 505-A to 505-F of the Law 85 of 2012 define the demerger as a form of business reorganization.
A demerger allows any company to totally or partially divide its assets and transfer them to one or more companies (either Panamanian or foreign) which are already incorporated or the creation of new companies that have the same shareholders of the split-off company.
A demerger is a way to adapt companies to different economic situations; a way to redistribute and decentralize the activities of a company and separate the operations of an area of the company that is losing money from the others that generate more profits.
Although mergers, acquisitions and demergers are oriented towards similar purposes, the operations are complex and require a methodical work and knowledge regarding the law and administrative procedures.
Because of that, at Candanedo Correa we are more than ready to help you with our ethics, honesty, responsibility and transparency. We are a law firm that offer our clients high quality services by providing a complete and experienced legal advisory service.