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Fernando De Cárcer Lawyer CMS LAW

Fernando De Carcer, LL.M.

Partner

CMS Carey & Allende
Avda. Costanera Sur 2730, Piso 10
Parque Titanium, Las Condes
7550000 Santiago
Chile
Languages Spanish, English
Corporate / M&A

Fernando is a partner and a member of the Corporate team for CMS Carey & Allende. His practice focuses on mergers & acquisitions, capital markets, corporate law, and in the development & financing of projects within the areas of agribusiness, energy & defense, in the representation of national and foreign companies, public entities, and foreign governments.

Throughout his experience with the securities market, Fernando has stood by publicly held companies in the issuance, registration, and placement of securities, and in the development & implementation of corporate governance practices, fostering security for potential investors, as well as transparency within the market.  He has also participated in processes related to the takeover of publicly-offered securities issuers.  He is co-author of the Chilean chapter of “Getting the Deal Through – Corporate Governance”, for 2013, 2014, and 2015.

Regarding projects, Fernando has advised national and foreign companies in the participation of public and private tendering processes for infrastructural works.  He has also advised on various agribusiness and renewable energy projects, in all of their stages, including the consolidation of rights on future exploitation, project finance, construction of works, and the negotiation of contracts giving way to project explotation.

His experience also includes the representation of shareholders in the exercising of rights before other shareholders or corporations of which they are a part, in all applicable instances.  He has also served on the board for companies that actively participate in various industries.

Fernando has been endorsed by Chambers and Partners, The Legal 500, and Acritas Star.

He previously worked for KPMG Abogados in Madrid, Spain.

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"Next Generation Lawyer" in Corporate/M&A

The Legal 500 - 2017

"A brilliant lawyer who has an excellent ability to find solutions that are acceptable to all parties"

Chambers and Partners Latin America

"He understands business logic and knows exactly what kind of support his clients need"

Chambers and Partners Latin America

"He has a precise line of thought, truly listening and observing, and when he speaks, he says something that no one has said"

Acristas Stars

"Great energy and relevant experience in corporate matters"

Chambers and Partners Latin America

Relevant experience

  • Advised Cepas Argentinas S.A. on the acquisition of industrial facilities belonging to the Bacardi Group located in Santiago, Chile. The acquisition also included distribution, manufacturing, and supply agreements for the production and sale of beverages in the country.
  • Advised Triumph International Overseas Limited de Chile on the acquisition of a local lingerie competitor chain in the expansion of Triumph International Operations in Latin America. Also advised Triumph in the subsequent sale of its Chilean operations.
  • Advised IBF Capital on the structuring of a Venture Capital transaction to IBF Parques’ private investment, resulting in the acquisition of a 20% ownership over an operating cemetery. His role included extensive real estate and regulatory due diligence.
  • Advised Inversiones Tabolango Limitada – Rocas de la Dehesa Limitada on the sale of the controlling interest of Metalizados Industriales S.A. to Andritz Hydro GmbH, for a transaction intended to un-lock synergies and upscale the company’s operations in the Andean Region. The transaction included a lock-up period for key management related shareholders, corporate governance structure and a sale option for the minority shareholders.
  • Advised Inversiones Victoria - Fondo de Inversión Privado Emprendedor, the shareholders of the local franchiser of Papa John's Pizza, on the two-stage sale of the majority shares of the company.
  • Advised Empresas AquaChile S.A., Chile’s largest salmon and sea trout producer, on the preliminary merger agreement with the local branch of the Norwegian company Marine Harvest. Matter Value: USD 2.3 billion.
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Education

  • 2010 – Master of Law (LL.M.), Duke University
  • 2006 – Law Degree, Universidad Católica de Chile School of Law
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Memberships

  • He is a member of the Chilean Bar Association.
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Publications

  • Co-author of the Chilean chapter on Corporate Governance 2014 and 2015, for the international publication "Getting the Deal Through".
  • Author of the articles featured in "IMPULSO – start-up | venture capital | innovation | start-up" for the publication "Pulso: Venture Capital as a Financing Alternative: Seeking Out Equilibrium" (October 2013); and "Vesting: Funder Commitment in Start-up Ventures" (July 2014)
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Banking & Finance

Fernando leads Banking & Finance practice area and he is a member of the Corporate/M&A team for CMS Carey & Allende. His practice focuses on mergers & acquisitions, capital markets, corporate law, and in the development & financing of projects within the areas of agribusiness, energy and defense, representing national and foreign companies, public entities, and foreign governments.

Throughout his experience with the securities market, Fernando has stood by publicly held companies in the issuance, registration, and placement of securities, and in the development & implementation of corporate governance practices, thus fostering security for potential investors, as well as transparency within the market.  He has also participated in processes related to the takeover of publicly-offered securities issuers.  He is also the co-author of the Chilean chapter on “Getting the Deal Through – Corporate Governance”, for the years 2013, 2014, and 2015.

Regarding projects, Fernando has advised national and foreign companies in the participation of public and private tendering processes for infrastructurel works.  He has also advised on various agribusiness and renewable energy projects, during all of their stages, including the consolidation of rights on future exploitation, financing, construction of works, and the negotiation of contracts giving way to project exploitation.

His experience also includes the representation of shareholders in the exercising of rights before other shareholders or corporations of which they are a part, in all applicable instances, and has also worked as director for companies that actively participate in various industries.

Endorsed by Chambers and Partners, The Legal 500, and Acritas Star.

He previously worked for KPMG Abogados in Madrid, Spain.

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"Focuses his practice on M&A and banking and finance matters. He is particularly experienced in advising clients from the energy and natural resources and agribusiness industries"

Chambers and Partners Latin America - 2018

"He is a pleasure to work with - he's hard-working and always available, and develops detailed knowledge of the needs of the customer"

Chambers and Partners Latin America

"Resourceful, always available, with an ability to find value-added solutions"

Latin Lawyer 250

"Smart, knowledgeable and fully committed to his clients"

Chambers and Partners Latin America

Relevant experience

  • Empresas AquaChile S.A., a listed company and Chile’s most important salmon farming company, on the restructuring of their financial debt with a group of more than ten local and foreign financial institutions, led by Rabobank.  The restructuring included collateral comprised of more than 150 real estate assets and aquaculture licenses. Matter value:  Up to USD 290 million.
  • Socer S.A. on the project finance negotiation for three run of the river power generation plants in the south of Chile, with Banco Bice as lender. Our role includes the assessment of the project’s particular conditions regarding water rights and land use agreements, related with collateral to be granted as a part of the project’s financing structure. 
  • Banco Popular Español and a group of international financial institutions, on the local aspects of the restructuring of Grupo San Jose’s financial debt, specially securing adequate collateral over the borrower’s extensive operation in Chile, including concessions to build public hospitals.
  • Elencor Chile S.A. on a USD 806 million refinancing for this Spanish infrastructure and renewables company, by a syndicate led by Santander.
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Education

  • 2010 – Master of Law (LL.M.), Duke University
  • 2006 – Law Degree, Universidad Católica de Chile School of Law
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Memberships

  • He is a member of the Chilean Bar Association.
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Publications

  • Co-author of the Chilean chapter on Corporate Governance 2014 and 2015, for the international publication "Getting the Deal Through".
  • Author of the articles featured in “IMPULSO – start-up | venture capital | innovation | start-up” for the publication “Pulso: Venture Capital as a Financing Alternative: Seeking Out Equilibrium” (October 2013); and “Vesting: Funder Commitment in Start-up Ventures” (July 2014)
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Energy

Fernando has advised national and foreign companies in the participation of public and private tenders for infrastructural works.  He has also advised on various agribusiness and renewable energy projects, throughout all of their stages, including the consolidation of rights on future exploitation, financing, construction of works, and the negotiation of contracts giving way to project exploitation.

Endorsed by Chambers and Partners, The Legal 500 and Acritas Star.

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"A great lawyer and an excellent negotiator"

Chambers and Partners Latin America - 2018

"Next Generation Lawyer" in Energy and Natural Resources

The Legal 500 - 2017

"Competent, decisive and showing good judgement and technical capacity"

Chambers and Partners Latin America

"A brilliant lawyer who has an excellent ability to find solutions that are acceptable to all parties"

Chambers and Partners Latin America

Relevant experience

  • Alxar Inversiones (COPEC, currently advising on the drafting and negotiation of a Power Purchase Agreement (PPA) in order to supply energy for a copper mine in northern Chile.
  • Socer S.A. on the project finance negotiation for three run of the river power generation plants in the southern Chile, with Banco Bice as lender. Our role included the assessment of the project’s particular conditions regarding water rights and land use agreements, related with collateral to be granted as a part of the project’s financing structure. 
  • Hidroeléctrica Doña Alicia S.A. on the development of one run-of-the-river power plant, providing comprehensive advice for a broad range of matters, including capital and corporate governance structure, real estate property and easements, project finance, electric regulation and environmental / permitting issues.
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Education

  • 2010 – Master of Law (LL.M.), Duke University
  • 2006 – Law Degree, Universidad Católica de Chile School of Law
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Memberships

  • He is a member of the Chilean Bar Association.
more less

Publications

  • Co-author of the Chilean chapter on Corporate Governance 2014 and 2015, for the international publication “Getting the Deal Through”
  • Author of the articles featured in “IMPULSO – start-up | venture capital | innovation | start-up” for the publication “Pulso: Venture Capital as a Financing Alternative: Seeking Out Equilibrium” (October 2013); and “Vesting: Funder Commitment in Start-up Ventures” (July 2014)
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