New Securities Law

Author:Mr Juan Diehl Moreno, Clara Vela and Maria Manuela Lava
Profession:Marval O'Farrell & Mairal

On November 29, 2012, the Argentine Congress passed the new "Securities Law", which modifies the public offer regime set forth by Law No.17, 811, as amended.

Although the Securities Law was intended to make a comprehensive modification of the public offer regime established by Law No. 17,811, as amended; in general terms it does not introduce substantial changes, except for the applicable regime to Markets, Stock Exchange and Agents and the powers conferred to the Argentine Securities Commission (Comisión Nacional de Valores) ("CNV").

Likewise, the Securities Law reflects most of the reforms introduced in the Transparency Decree No. 677/2001 (the "Transparency Decree") which, once the law is sanctioned, will obtain law status.

This report briefly analyzes the main amendments introduced by the Securities Law, with no reference to the modifications already introduced by the Transparency Decree.

  1. Powers of the CNV

    One of the most significant amendments introduced by the Securities Law refers to the powers of the CNV. The incorporation of Section 20, which was not foreseen in the original draft submitted by the National Executive and was not discussed in the meetings of the Commissions of Finance and Budget, raises concern in the market, especially among listed companies, since it entitles the CNV to (i) appoint supervisors with powers of veto of the resolutions adopted by the board of directors and (ii) separate the board of directors for a period of 180 days when, as determined by the CNV, the interests of the minority shareholders and/or security holders are infringed.

    In addition, the Securities Law eliminates the markets' self-regulation and empowers the CNV to authorize, supervise, monitor, act as disciplinary authority and regulate participation in the capital markets.

    Moreover, the CNV has the power to suspend the activities of the agents and markets, without prior notice, when it observes any breach to the requirements, conditions and obligations established by the CNV.

  2. Markets and Agents

    One of the most important modifications established by the Securities Law refers to the authorization of markets and agents. The Securities Law states that the agents and markets shall comply with the requirements determined by the CNV to apply for an authorization to operate and their respective registration.

    In addition, it introduces different categories of agents, in accordance with the activities each of them complies with, and establishes...

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