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Corporate / M&A

Corporate / M&A

Understanding your business

Our M&A team consists of experts from all practice areas and sectors. We combine local expertise with a global perspective, allowing us to understand your specific issues for a transaction and providing you with advice within a broad context, saving time and money, and to pinpoint your real commercial issues and risks in a transaction.

Our clients see us as business advisors rather than lawyers who just “paper” a deal. We deliver smart solutions that make sense of and simplify transactions in ways that add value and make practical sense for all parties.

We are also inspired by working closely with entrepreneurs on bright ideas, fostering growth and innovation and helping to support the stars of the future.

Our services include:

  • Drafting and negotiating transactional documents for the sale of assets or shares.
  • Due diligence.
  • Incorporation of companies and branches of
  • foreign companies.
  • Corporate governance.
  • Assistance in the management of corporate conflicts.
  • Corporate reorganization.
  • Statutory reforms.
  • Dissolution and liquidation of companies.
  • Advice on the decision-making process of corporate bodies.
  • Shareholders´ Agreements.


Colom­bia’s Hy­dro­gen guide
Cryptoassets; a new form of cap­it­al con­tri­bu­tion
In re­cent years, the world has de­veloped ad­vanced tech­no­lo­gies which im­pact the way we in­ter­act and trans­act. It is in this scen­ario that the concept of 'crypto as­set­s' has gained more at­ten­tion every...
CMS Next
What’s next? In a world of ever-ac­cel­er­at­ing change, stay­ing ahead of the curve and know­ing what’s next for your busi­ness or sec­tor is es­sen­tial.At CMS, we see ourselves not only as your leg­al ad­visers but also as your busi­ness part­ners. We work to­geth­er with you to not only re­solve cur­rent is­sues but to an­ti­cip­ate fu­ture chal­lenges and in­nov­ate to meet them.With our latest pub­lic­a­tion, CMS Next, our ex­perts will reg­u­larly of­fer you in­sights in­to and fresh per­spect­ives on a range of is­sues that busi­nesses have to deal with – from ESG agen­das to re­struc­tur­ing after the pan­dem­ic or fa­cing the di­git­al trans­form­a­tion. We will also share with you more about the work that we are do­ing for our cli­ents, help­ing them in­nov­ate, grow and mit­ig­ate risk.To be able to provide you with the best sup­port, we im­merse ourselves in your world to un­der­stand your leg­al needs and chal­lenges. However, it is equally im­port­ant that you know who we are and how we can work with you. So, we in­vite you to meet our ex­perts and catch a glimpse of what is hap­pen­ing in­side CMS.En­joy read­ing this pub­lic­a­tion, which we will up­date reg­u­larly with new con­tent.CMS Ex­ec­ut­ive Team
De­fense strategies against hos­tile takeovers in Colom­bia
On the re­cent an­nounce­ments re­gard­ing hos­tile takeovers, a reg­u­lat­ory and doc­trin­al dis­cus­sion arises re­gard­ing the scope of the dis­cern­ment that the man­age­ment of Colom­bi­an com­pan­ies lis­ted on the stock...
Re­struc­tur­ing and in­solv­ency law in Colom­bia
1. What is the primary le­gis­la­tion gov­ern­ing in­solv­ency and re­struc­tur­ing pro­ceed­ings in your jur­is­dic­tion? The primary le­gis­la­tion gov­ern­ing busi­ness in­solv­ency pro­ceed­ings (re­struc­tur­ing and li­quid­a­tion)...
Ap­plic­a­tion of com­mon law clauses in share pur­chase agree­ments of Colom­bi­an...
In­tro­duc­tion The mar­ket to ac­quire con­trol of Colom­bi­an com­pan­ies has in­tens­i­fied in re­cent years, with loc­al and in­ter­na­tion­al buy­ers in­vest­ing in our coun­try. This has led to the in­ter­na­tion­al­iz­a­tion...
Leg­al guide for com­pany dir­ect­ors and CEOs in Colom­bia
ESG ob­lig­a­tion for Dir­ect­ors and CEOs 1. Do ex­ist­ing dir­ect­ors’ du­ties con­tain ob­lig­a­tions that ap­ply to mat­ters that could be cat­egor­ised as an ESG con­sid­er­a­tion, e.g. the en­vir­on­ment, em­ploy­ee...
Con­trac­tu­al mech­an­isms to dy­nam­ize for­eign in­vest­ment in Colom­bia
As a res­ult of the COV­ID-19 pan­dem­ic, Colom­bia faces a sig­ni­fic­ant chal­lenge to jump­start its eco­nom­ic growth through for­eign in­vest­ment [1]Ac­cord­ing to Banco de la República, for­eign dir­ect in­vest­ment...
Sand­bag­ging clauses in Share Pur­chase Agree­ments in Colom­bia
In Colom­bia, as in many oth­er Lat­in Amer­ic­an jur­is­dic­tions, it is cus­tom­ary to in­clude pro­vi­sions of Com­mon Law in share pur­chase agree­ments. Such is the case of the rep­res­ent­a­tions and war­ranties, and...
New chal­lenges of the COV­ID-19: Ma­jor Test for Colom­bi­an Com­pan­ies' Ad­apt­ab­il­ity
Ac­cord­ing to the Code of Com­merce ("C of Co"), the Or­din­ary Share­hold­er­s' meet­ing must oc­cur be­fore March 31 of each year[1]Art.422 of Colom­bi­an Com­mer­cial Code.foot­note. However, due to the Cov­id-19...
En­tre­pren­eur­ship Law: a new step for busi­ness growth and eco­nom­ic re­act­iv­a­tion...
For some time now, the Na­tion­al Gov­ern­ment has sought dif­fer­ent ways to sup­port new ven­tures and MSMEs in an ef­fort to make Colom­bia a re­gion­al ref­er­ence for busi­ness growth.  Law 2069 of 2020 (“En­tre­pren­eur­ship...
Sta­bil­isa­tion and re­struc­tur­ing law in Colom­bia
1. Which fin­an­cial (not tax or la­bour) short-term com­pens­a­tion schemes for im­me­di­ate losses due to so­cial dis­tan­cing meas­ures have been im­ple­men­ted? For which in­dus­tries/sizes of busi­ness? As a res­ult...