Best Acquisition / Leveraged Finance Lawyers in Florida

About Acquisition / Leveraged Finance Law in Florida, Argentina

Acquisition and leveraged finance deals involve the financing of company acquisitions using debt secured by the target companys assets or shares - often by the purchaser or by a special purpose vehicle. In Argentina the practice blends commercial lending, corporate law, secured transactions and regulatory approvals. Florida is a locality in Vicente Lpez, Buenos Aires Province - the same national and provincial rules that apply across Argentina govern transactions there, with local administrative steps handled through the relevant provincial public registries and municipal offices.

Key features of acquisition and leveraged finance in Argentina include the use of share pledges, asset pledges, fiduciary trusts - fideicomisos - assignment of receivables, and guarantees. Foreign currency and external debt regulations - administered by the Central Bank of Argentina - and tax and stamp duties - administered by AFIP and provincial authorities - are highly relevant. Deals often require careful structuring to manage creditor rights, enforceability of security, tax deductibility of interest and compliance with foreign-exchange and securities rules.

Why You May Need a Lawyer

Acquisition and leveraged finance transactions are legally complex and carry significant financial, regulatory and operational risks. You may need a lawyer in these situations -

- You are planning to buy a company using significant borrowed funds and need transaction structuring and negotiation support.

- You need to create, perfect and register security interests - for example share pledges, mortgages over real estate, chattel pledges or fiduciary trusts - and ensure enforceability under Argentine law.

- The financing involves foreign lenders, cross-border capital flows or external debt that must be registered with the Central Bank or AFIP for currency access.

- You need to perform or respond to due diligence - corporate, tax, labor, environmental, regulatory and litigation searches - prior to signing a purchase agreement.

- Regulatory approvals or filings are required - for example antitrust filings, sector-specific permits or securities filings with the National Securities Commission.

- There is a lender-borrower dispute, enforcement action or insolvency proceeding where remedies and priorities among creditors must be clarified.

- You require negotiation of intercreditor agreements, subordinations or debt restructurings after closing.

Local Laws Overview

Below are the principal legal topics to understand when handling acquisition and leveraged finance matters in Florida, Argentina -

- Corporate forms and governance - Common entities are Sociedad Anonima (SA), Sociedad de Responsabilidad Limitada (SRL) and Sociedad por Acciones Simplificada (SAS). Corporate approvals for share transfers, mergers and bylaws changes differ by corporate form and by the companys jurisdiction of incorporation - either the Autonomous City of Buenos Aires, the Province of Buenos Aires or another province. For Florida - in Vicente Lpez - many local companies may be registered in the Province of Buenos Aires registry.

- Security interests - Argentine law allows pledges over shares, chattels and receivables, mortgages over real estate, and fiduciary trusts (fideicomisos) to secure obligations. Perfection and registration requirements vary by type of collateral - for example real estate mortgages must be registered in the property registry, and share pledges are typically evidenced and may need inscription in the companys share book or registry.

- Insolvency and enforcement - Argentina has an insolvency regime that affects creditor remedies and priorities. Enforcement of security interests can involve judicial and extrajudicial procedures depending on the collateral and agreed remedies. Contract provisions such as acceleration, enforcement steps and insolvency-related covenants require careful drafting.

- Foreign-exchange and external debt rules - The Central Bank of Argentina (BCRA) regulates access to foreign currency, registration of external debt and payments abroad. Foreign lenders and borrowers must comply with registration rules to repatriate funds and to service dollar-denominated obligations in Argentina.

- Taxation - Interest payments, withholding taxes for non-residents, value-added tax applications, income tax consequences and provincial stamp taxes (Impuesto de Sellos) on financing and transfer documents are all relevant. Tax deductibility of interest can be affected by thin capitalization and related-party rules and by transfer-pricing regulations.

- Securities and capital markets regulation - If debt instruments are offered to the public or if a transaction involves securities issuances, filings with the Comisión Nacional de Valores (CNV) may apply. Public M&A rules and disclosure regimes may also be triggered for certain companies.

- Competition law - The Comisión Nacional de Defensa de la Competencia (CNDC) reviews mergers and acquisitions that meet thresholds - some deals require pre-merger notification and clearance.

- Labor and social security - Acquisition structures that imply transfers of business can trigger labor liabilities and successor-employer risk. Argentina has strong labor protections and contingent liabilities can be significant.

- Local procedural requirements - Notarial requirements, where escribanos (notaries) prepare public instruments, are common for certain corporate acts and real estate transactions. Registration - either with the IGJ for City of Buenos Aires companies or with provincial public registries for companies incorporated in the provinces - must be factored into timelines.

Frequently Asked Questions

What exactly is leveraged finance in the Argentine context?

Leveraged finance refers to the use of substantial borrowed funds to purchase a target company or assets - typically using the targets balance-sheet or cash flows as primary repayment sources. In Argentina this often combines a loan or bond issuance, security interests over assets or shares, and contractual protections for lenders. Unique Argentine considerations include foreign-exchange controls, registration of external debt and provincial stamp taxes.

What types of security can lenders take in Argentina?

Lenders commonly use share pledges, pledges of receivables, chattel pledges, mortgages over real estate, fiduciary transfers or trusts (fideicomisos) and personal guarantees. Each security type has distinct perfection and registration steps - for example mortgages are registered with the property registry, and pledges over receivables may require notification to debtors or registration in public registries to be fully effective against third parties.

How do foreign lenders register external debt and access foreign currency?

Foreign lenders and borrowers must comply with Central Bank of Argentina (BCRA) rules on external debt registration. For many transactions, the contract must be registered with BCRA and sometimes with AFIP to obtain authorizations to make or receive payments in foreign currency. Failure to register can limit the ability to repatriate proceeds or service obligations from Argentina.

Are there currency restrictions that affect loan repayments or capital repatriation?

Yes - Argentina has had periods of foreign-exchange controls and BCRA regulations that affect access to foreign currency. Regulations may require documentation, registrations and approvals to transfer funds abroad, particularly for capital repatriation or debt service. Structures must be designed to comply with current BCRA and AFIP requirements.

What taxes and duties should be considered in an acquisition financing?

Key taxes include income tax implications for interest payments - potentially subject to withholding for non-residents - VAT in certain finance operations, and provincial stamp taxes on loan, security and transfer documents. Tax deductibility of interest is subject to rules on related-party debt, thin capitalization and transfer pricing. A tax specialist should analyze the deal structure early.

Do I need to notify competition authorities for a leveraged buyout?

Potentially - the Comisión Nacional de Defensa de la Competencia (CNDC) requires merger notifications when transactions meet statutory thresholds. Even if no mandatory filing is required, certain sectors have sector-specific approvals. A pre-transaction screening with local counsel will determine if a filing is needed.

How long does closing typically take?

Timelines vary widely - depending on due diligence, complexity of security perfection, registration requirements, regulatory approvals and financing conditions. Simple domestic financings can close in weeks - complex cross-border leveraged buys with registrations, BCRA/AFIP clearances and antitrust filings can take several months. Real estate and notarial steps often add time.

What are common deal documents I should expect?

Typical documentation includes the purchase agreement or share sale agreement, loan agreement or bond documentation, security agreements (pledges, mortgages, trust deeds), guarantees, intercreditor agreements, escrow arrangements, and compliance certificates. Ancillary documents include disclosures schedules, corporate resolutions, and filings for registrations.

How enforceable are foreign-law governed contracts and foreign judgments in Argentina?

Parties can choose foreign law to govern contracts, and that choice is generally respected. However enforcement of foreign judgments requires recognition by Argentine courts and may be subject to specific conditions. Lenders often use Argentine-law governed security over Argentine assets to ensure local enforceability and to facilitate entry into local courts if enforcement is needed.

What special labor and employment risks exist when buying an Argentine company?

Argentina has strong employee protections and labor claims can generate significant contingent liabilities - for unpaid wages, social-security contributions, severance and benefits. Transactions that transfer a business or workforce can trigger successor liability. A thorough labor due diligence and strategizing on indemnities and escrows are essential.

Additional Resources

For trustworthy information and procedural guidance consider these Argentine bodies and organizations -

- Banco Central de la Repblica Argentina (BCRA) - regulator for foreign-exchange and banking rules.

- Administracin Federal de Ingresos Públicos (AFIP) - federal tax authority for tax treatment and filings.

- Comisión Nacional de Valores (CNV) - securities regulator for public offerings and capital markets matters.

- Comisión Nacional de Defensa de la Competencia (CNDC) - competition authority for merger notifications and antitrust issues.

- Inspección General de Justicia (IGJ) - regulator for companies registered in the Autonomous City of Buenos Aires; provincial registries govern companies registered in the Province of Buenos Aires and other provinces.

- Local public registries and land registries - for registration of corporate acts and real estate security perfection in Buenos Aires Province.

- Colegio de Escribanos - for notarial practice and public instruments and Colegio de Abogados local chapters - for referrals to experienced transactional lawyers in Vicente Lpez and the Buenos Aires metropolitan area.

- Professional advisors - local law firms, tax advisors and independent financial advisers with experience in acquisition finance and cross-border deals.

Next Steps

If you need legal assistance with an acquisition or leveraged finance matter in Florida, Argentina - follow these practical steps -

- Engage experienced local counsel early - look for lawyers or firms with specific experience in acquisition finance, security perfection in Argentina, foreign-exchange and tax compliance, and antitrust filings when relevant.

- Gather basic deal information - target company details, corporate structure, citizenship of investors, financing amount and currency, anticipated collateral and timeline - so counsel can provide an initial assessment.

- Commission preliminary due diligence - corporate records, tax history, labor exposures, property titles, regulatory licenses and litigation searches to identify deal breakers and necessary mitigations.

- Plan for registrations and approvals - ask counsel to map required registrations with BCRA, AFIP, public registries and any antitrust or sectoral authorities to allocate time and cost.

- Negotiate key protections - include representations and warranties, indemnities, covenants, intercreditor arrangements and escrow mechanisms to address post-closing risks.

- Prepare documentation and perfection steps - ensure security documents are drafted to meet Argentine perfection requirements and that notarization and registry filings are scheduled.

- Confirm tax and withholding treatment - coordinate with tax counsel to optimize structure for tax efficiency while complying with withholding and reporting obligations.

- Agree engagement terms - obtain a clear engagement letter from counsel setting scope, fees, timeline and conflict checks before work begins.

Working with experienced Argentine counsel and coordinating tax, banking and regulatory advisors will materially reduce legal and commercial risk and help move a leveraged acquisition toward a successful closing.