Roch S.A. US$ 8.000.000 Class 5 Notes offering
Legal counsel to Roch S.A. in the offering of US$ 8,000,000 class 5 notes under its US$ 50,000,000 Global Notes Programme, for the purpose of acquiring an additional interest in the joint venture “Río Cullen/Las Violetas/La Angostura – Unión Transitoria de Empresas”. Roch S.A. and Puente Hnos. S.A. entered into a trust assignment agreement in order to ensure duly and timely use of the proceeds of the issuance of the Notes.
Puente Hnos. S.A. acted as arranger and placement agent of the Notes.
Changes to the Fair Trading Act: extension of the unfair competition acts
On April 22th 2019, the necessary and urgent decree No. 274/2019 was published on the Official Gazette, by virtue of which Law No. 22,802 (the “Fair Trading Law”) was abrogated, and a new rule of law regarding fair trade was enacted (the “Decree”) which shall enter in force as from April 30th 2019.
The purpose of the Decree is to ensure fairness and transparency in commercial relationships and the access to essential information of products and services that are commercialized, through physical or digital means, extending the previous provisions contained in the Fair Trading Law.
The Decree is divided into a preliminary title and 8 titles which regulate: (i) unfair competition; (ii) advertising and promotions; (iii) trade information; (iv) enforcement authority, administrative procedures, as well as the remedies and sanctions; (v) legal actions; (vi) general provisions; (vii) consumer protection; and (viii) final provisions.
The main change that the Decree includes is the enumeration of acts that constitute an unfair competition,: (i) acts of deception; (ii) acts of confusion; (iii) breach of legal regulations; (iv) abuse of a depending economic situation; (v) Improperly obtaining of commercial conditions; (vi) sale below cost; (vii) improper exploitation of others’ reputation; (viii) acts of unfair imitation; (ix) acts of denigration; and (x) violation of secrets. The Decree defines in its article No. 10 unfair competition in a very broad way and systematically includes situations that shall constitute an unfair competition, such as acts of denigration, violation of secrets and the improper exploitation of others’ reputation. Such situations shall be deemed exhaustive, for the purposes of the imposition of sanctions by the Secretariat of Internal Commerce of the Ministry of Production and Labor, acting as the enforcement authority, and enunciative for the purpose of promoting legal actions by affected ones. With the Decree, the maximum amounts of the fines are substantially increased to an amount of 10,000,000 mobile units (approx. AR$ 264,000,000), the procedural rules for infringements are established and new legal actions are provided for those affected by unfair competitions acts.
Additionally, the requirements for the identification of products commercialized, the provisions for misleading advertising, and the regulations on sales promotions that contain pizers or gifts, among other issues, are maintained.
Regarding advertising as unfair competition, a definition of comparative advertising is incorporated, which states that advertising is to be considered comparative when explicitly or implicitly refers to a competitor, its brand or the products or services offered by it.
Additionally, the Decree incorporates to the Consumer Protection Law No. 26,993 (the "Consumer Protection Law"), article 1 bis, which provides the inclusion of the Electronic Dispute Resolution System, as a previous, optional and free procedure for users and consumers. for access to the Prior Reconciliation Service in Consumer Relations (COPREC for its acronym in Spanish), through which the individual or collective consumers and users’ claims shall be resolved, instructing the authority of the Consumer Protection Law to regulate its scope.
Finally, it should be noted that the provisions of the Decree are considered to be public policy rules, as stated in article 2; the principles of the national administrative proceedings law o No. 19,549 are applicable to the procedure provided in the Decree; and that the provisions of the National Civil and Commercial Code shall apply.
Any further information, please do not hesitate to contact Juan Pablo Bove, Federico Otero, Julián Razumny, or corporate@trsym.com.
“Crescere VII” Financial Trust for U$S 36.800.438
Deal counsel in the issuance and placement in Argentina of trust securities for $ 36.800.438 issued under the “Crescere VII” Financial Trust, in which Banco de Galicia y Buenos Aires S.A. acted as arranger, placement agent and trustee, TMF Trust Company (Argentina) S.A. acted as financial trustee, Syngenta Agro S.A. acted as trustor and servicer and Banco de la Provincia de Buenos Aires as placement agent.
Banco de Servicios y Transacciones S.A. 3,049,711 UVA Class XII Notes Issuance
Legal counsel to Banco de Servicios y Transacciones S.A. in the issuance of 3,049,711 UVA Class XII Notes under its Short, Medium and Long Term Global Notes Program worth AR$ 3 billion (or its equivalent in other currencies or units of value).
Banco de Servicios y Transacciones S.A. acted as issuer and placement agent.
“Crescere VI” Financial Trust for US$ 26,441,754
Deal counsel in the issuance and placement in Argentina of trust securities for US$ 26,441,754 issued under the “Crescere VI” Financial Trust, in which Banco de Galicia y Buenos Aires S.A. acted as arranger, placement agent and trustee, TMF Trust Company (Argentina) S.A. acted as financial trustee, Syngenta Agro S.A. acted as trustor and servicer and Banco de la Provincia de Buenos Aires as placement agent.
Simplification of requirements for foreign companies
On April 3rd, 2019, the National Securities Commission (the "CNV") issued General Resolution Nº 789/2019. It amended prior CNV rules in order to facilitate the registration processes with this authority.
In such respect, CNV established that:
- the attendance of an attorney in fact duly authorized will suffice for a foreign company to participate in a shareholder meeting. In this regard, an attorney in fact shall be considered duly authorized as follows:
- the legal representative appointed for the Argentine Republic;
- any person with a power granted by the legal representative in the Argentine Republic or by a person authorized in accordance with the rules of the country of origin under the terms of Section 239 of the Law Nº 19,550; and
- any person with a power granted abroad by an authorized person in accordance with the legal requirements of the country of origin and with applicable rules for foreign documents in Argentina.
- Furthermore, companies whose register of entry shares were issued in accordance with Section 208 of the General Corporations Law, may replace the Stock Registry Book and the Book of Assembly Attendance traditional paper format by a new computerized system by applying for an authorization before the CNV. The original documents must be kept in paper format at the registered office.
Any further information, please do not hesitate to contact Juan Pablo Bove, Federico Otero, Julián Razumny, or corporate@trsym.com.