I OVERVIEW OF M&A ACTIVITY

Notwithstanding currency and economic volatility, and political turmoil, Latin America remains an attractive target for acquirers, particularly from the European Union and North America, which were the top bidders by volume and value respectively during FY 2015 and Q1 2016.2 During 2016, M&A activity decreased in Colombia because of the expectations of the new tax reform, the peace process with the Revolutionary Armed Forces of Colombia (FARC) and falling oil prices; however, M&A activity both in Colombia and in the region was expected to increase throughout 2017.3 Compared to the first quarter of FY 2016, the transactional market in the region grew by 4.38 per cent4 and deal-making was expected to continue increasing during the second semester of 2017.

The Cross-Border M&A Index published by Baker McKenzie set forth the following highlights for the region during the first quarter of 2017:

  1. a total of 71 cross-border inbound deals into Latin America worth US$6.4 billion;
  2. a total of 15 cross-border outbound deals from Latin America worth US$4.6 billion;
  3. the intra-regional deal-making value saw a 46 per cent increase quarter on quarter globally; and
  4. globally, there were 1,238 cross-border deals worth US$331.2 billion, a 23 per cent decrease in volume and a 16 per cent decrease in value compared to Q4 2016.5

Colombia in particular remains one of the most economically and politically stable countries in Latin America, and is an increasingly attractive place for foreign companies to do business. Currently, Colombia holds second place within the region as the country that has moved most capital to date in 2017. So far, transactions have reached US$10.796 million, which represents an increase of 266 per cent compared to the same period in 2016, mainly because of the purchase by Avolon Holdings of the airplane lease business unit from CIT Group.

Regarding the number of transactions that have taken place, 29 were reported in the first quarter of 2017, representing a 37 per cent drop compared to Q1 2016, when 49 transactions took place.6 Nevertheless, according to a recent Ernst & Young publication, 73 per cent of surveyed companies are expecting to pursue acquisitions in the next 12 months, and 86 per cent of the surveyed companies have between one and three deals in the pipeline.7

Some of the factors ensuring the continuing success of M&A activity in Colombia are as follows:

  1. lower valuations because of strong foreign currency exchange as compared to Colombian pesos have made targets cheaper;
  2. adherence to key international treaties;
  3. buyers interested in acquiring distressed assets;
  4. the favourable regulatory environment, including a flexible foreign investment regime;
  5. well-established orthodox financial management practices;
  6. low inflation;
  7. strong rule of law;
  8. foreign asset management willing to invest in infrastructure projects in Colombia;
  9. having the biggest infrastructure programme in Latin America, at 16 trillion pesos;
  10. implementation of peace agreements; and
  11. global economic recovery, which is enhancing expectations of growth.

ii GENERAL INTRODUCTION TO THE LEGAL FRAMEWORK FOR M&A

The Colombian Commercial Code is the principal legal framework that sets forth the legal vehicles that are available to foreign investors in Colombia and the rules related to corporate governance of the Colombian companies, such as quorums, veto rights, fiduciary duties of boards of directors and legal representatives, and general rules applicable to foreign investors that are aiming to conduct businesses in Colombia.

Acquisitions of public companies (public takeovers) have special regulations under Colombian law, and are regulated primarily by, inter alia, Law 964/2005, which is the general statute regulating the Colombian securities market, and Decree 2555/2010, which regulates public takeovers.

In addition, for acquisitions in certain sectors, such as the financial industry, private surveillance and security services, telecommunications and healthcare, certain special regulations may apply, and approval from the relevant industry regulator is required.

Nevertheless, many features of Colombian M&A are familiar to global businesses and are common with international standards of other jurisdictions, especially to New York law standards and styles. In the past, the common law contractual model has influenced the way that acquisitions agreements are drafted and negotiated in Colombia.

It has become common in the legal market that shareholders' agreements, asset purchase agreements and share purchase agreements in Colombia are drafted in a manner similar to customary New York law-governed agreements, and that they have provisions in common. The increasingly sophisticated M&A market in Colombia is another trend and reason for foreign investors to have confidence in the Colombian market.

There follows a brief description of key provisions that are frequently incorporated into Colombian agreements that are common to New York-style provisions.

First, purchase price adjustments are common, including working capital adjustments and cash-free, debt-free adjustments. As for representation and warranties, materiality qualifiers are frequently seen but are often not quantified.

Second, with respect to ancillary agreements, escrow agreements have become increasingly common, as have non-compete agreements, which now regularly include non-solicitation clauses for the protection of employees and existing commercial relations. By contrast, holdback provisions are less common (although they are becoming increasingly more common depending on the target).

Third, in connection with indemnity provisions, limitations of liability (caps) are typically heavily negotiated and may vary depending on the risk level of the target, although they typically range between 15 to 20 per cent of the purchase price and regularly apply to representations and warranties. Carveouts to the cap are generally accepted for fraud, fundamental representations (such as capitalisation, due authority and organisation, and ownership of the shares or quotas), and it has become increasingly common to leave FCPA or anti-bribery representations uncapped, especially when private equity funds are involved in deals. Additionally, baskets and de minimis are becoming widely accepted, while deductibles are less so.

Finally, the Colombian Arbitration Statute8 sets out provisions for domestic and international arbitration. International rules are based on the UNCITRAL Model Law. With respect to dispute resolutions, Colombian law allows a choice of governing law as long as disputes under the agreement are validly referred to international arbitration (this requires a significant connection with a jurisdiction other than Colombia, such as a party incorporated abroad); as regards litigation or arbitration choices, arbitration is usually preferred.

It is common to undergo an arbitration proceeding according to the Bogotá Chamber of Commerce rules, while in larger deals, arbitration under International Chamber of Commerce rules is chosen, and litigation will normally be held in a venue that is considered neutral. Nevertheless, when the assets of a deal are located in Colombia (for instance, in Bogotá), it is increasingly common that the international arbitration is seated in Bogotá. The advantages to this are that an award issued within an international arbitration seated in Bogotá is treated as a national award and is enforceable without any recognition procedure. By contrast, when the award is issued outside Colombia, recognition is required prior to enforcement. When an international party is involved in the deal and assets are located in Colombia, it is also possible to have Bogotá as the venue and for the hearings to be held in a neutral place.

In connection with shareholders' agreements under Colombian law, provisions for minority right protections, such as the appointment of members of boards of directors, information rights, veto rights with respect to certain matters, the appointment of executive officers of the company, pre-emptive rights and tag-along rights, are commonly negotiated. In addition, it is very common that controlling shareholders negotiate strongly for drag-along rights and to control of the day-to-day management of the company.

In the past, the enforceability of tag-along rights and drag-along rights under Colombian law were widely discussed, as it was not clear among arbitrators, judges and legal academia. Nowadays, according to a thesis by the Superintendence of Corporations and the flexibility of the simplified stock corporation form, these rights are increasingly common under Colombian shareholders' agreements.

Finally, purchasers are realising that the real challenge when acquiring a new business only starts when the deal closes and they are focusing more on how to derive value from their acquisitions. If the existing and target businesses operate in the same or complementary fields, the acquirer almost always wants to integrate the two businesses to save costs and develop synergies. It is important to plan for post-acquisition integration well in advance of closing.

In connection with regulatory changes relating to the financial crisis, see Section III.

III DEVELOPMENTS IN CORPORATE AND TAKEOVER LAW AND THEIR IMPACT

i Tax reform

The Colombian tax system underwent a large-scale reform in 2016 as part of the efforts to lower fiscal debt and improve credit ratings. This included relevant changes to certain corporate income tax and individual income tax provisions.

The reform in force as of 2017 includes the following key changes, which are particularly important in the M&A area:9

  1. corporate tax: lower rates, but new tax on dividends and surcharge;
  2. adoption of the IFRS rules;
  3. personal tax: a new system with rates set by types of income;
  4. rationalisation: taxes including CREE (a fairness tax) and wealth tax were removed;
  5. inclusion of special rules designed to prevent tax avoidance;
  6. extension of the statute of limitations with respect to tax returns and assessments;
  7. tax benefits for taxpayers who increase their investments in hydrocarbons and mining exploration; and
  8. goodwill is no longer amortisable.

Dividends tax

The reform also introduced a new tax of 5 per cent for dividends paid to non-resident individuals and entities out of taxed profits at the corporate level and of 35 per cent for dividends paid out of untaxed profits at the corporate level, plus an additional 5 per cent.10

Capital gains tax and income tax rate

The reform introduced a reduction of the rate of capital gains tax from 33 to 10 per cent, and a reduction of the corporate income tax rate from 33 to 25 per cent applicable to Colombian entities and non-Colombian entities earning taxable income through a branch or a permanent establishment. Non-Colombian entities earning taxable income without having a permanent establishment or a branch in Colombia are subject to income tax at rates from 33 per cent.

Companies operating under the free zone regime will be subject to a 20 per cent rate of corporate income tax.

Mergers and spin-offs

Before the previous tax reform dated 2013, mergers (acquisitive and reorganisational mergers) and spin-offs were not subject to income tax. Certain requirements now need to be met for mergers and spin-offs to be tax-neutral.

Goodwill

The tax reform included a provision that goodwill is no longer subject to amortisation. Prior to the tax reform, under a share purchase agreement, goodwill was amortisable provided that taxed dividends were derived by the taxpayer, and under an asset purchase agreement, goodwill could be subject to amortisation against the taxable income triggered by such assets. In both cases, the amortisation period was five years.

Currently, goodwill is not subject to amortisation under either a share agreement or an asset deal because it is considered as a tax cost of the shares or assets, respectively. Therefore, investors cannot amortise goodwill, and might only apply the higher cost of the shares when they are transferred, or, in the case of assets, through a higher depreciation rate, the latter bearing in mind that the depreciation's useful life is significantly increased, and therefore the depreciation quotas are considerably reduced.

VAT

VAT applies at a rate of 19 per cent on:

  1. the import or sale of tangible goods;
  2. the assignment of rights on intangible assets solely associated with industrial property;
  3. the provision of services on national territory or from abroad; and
  4. the circulation, sale or operation of games of chance.

Anti-avoidance rules

Pursuant to the tax reform, the following special rules were designed to prevent tax avoidance in relation to:

  1. tax havens and preferential regimes;
  2. ultimate beneficial owners and common reporting standards;
  3. controlled foreign corporations;
  4. tax abuse; and
  5. omitted assets or non-existent debts.

Statute of limitations for assessments and collections of tax returns

The tax reform extended the statute of limitation period from two to three years, and extended the statute of limitations of tax returns reporting net operating losses from five to six years. Transfer pricing returns are subject to a statute of limitations of six years.

Adherence to international treaties

Colombian companies and individuals may benefit from reduced tax rates under double taxation treaties in force with the following countries: Canada, Chile, the Czech Republic, India, Korea, Mexico, Portugal, Spain and Switzerland.

ii New hydrocarbons regulation

To boost the oil and gas industry in Colombia,11 on 19 May 2017, the Colombian National Hydrocarbons Agency (ANH) enacted Agreement No. 02 of 2017, which overruled the former regulation (Agreement No. 004 of 2012) governing the allocation of rights to explore and exploit hydrocarbons through the awarding of exploration and production (E&P)contracts, and the rules governing the performance of the same contracts.12

The new regulation includes a number of novel provisions aimed at promoting hydrocarbons E&P activities given the current crude prices environment worldwide and in the region. The regulation allows ANH to accept guarantees that differ from the traditional stand-by letters of credit. This constitutes a very beneficial alternative for parties interested in participating in processes for the award of E&P contracts, since new products that ensure compliance with the obligations found under different types of contracts are being offered in the market at prices significantly lower and with fewer risks than those related to stand-by letters of credit.

iii Foreign exchange rules

Following the government's issuance of Decree 119 of 2017 (Decree), the Colombian Central Bank issued, on 26 July 2017, the secondary legislation implementing the Decree, which introduces important changes concerning the applicable foreign exchange procedures to increase Colombia's competitiveness in foreign markets, internationalise the domestic economy and increase the investment of Colombians abroad. The new regulation, which is related to the foreign capital investment regime in Colombia and other provisions on international foreign capital investment, sets forth the following relevant changes:

  1. it modifies the time limit for investors to register their foreign investment before the Central Bank (previously, the time limit was 12 months, which was reduced to six months for investments);
  2. it introduces the possibility to register investments (from foreign capital in Colombia and vice versa) that are carried out by virtue of any legal act, contract or operation (i.e., different from those carried out with foreign currency) at any time, meaning that the limitations on how contributions are made have been substantially simplified; and
  3. it sets forth that advances for future capital investments will be treated as foreign indebtedness transactions that have to be registered as such before the Central Bank.

iv FOREIGN INVOLVEMENT IN M&A TRANSACTIONS

In 2016, the following jurisdictions were key players in Colombian M&A: the European Union (especially Spain), Canada, Brazil and the United States. Regarding the main transactions that took place in 2016, the following rank among the biggest: Brookfield Asset Management's purchase of 57.6 per cent as a controlling stake in power generator Isagen for 6.49 billion pesos;13 the capitalisation of Viva Malls, the largest vehicle for the operation and development of malls in Colombia, by Fondo Inmobiliario de Colombia and Grupo Exito14 for US$265 million; and the investment of US$60 million by TV Azteca's shareholders in Azteca Comunicaciones Colombia.

The United States, Canada, Chile and Spain were key players in Colombia during the first semester of 2017.15 Some of the major transactions were related to the technology, oil and gas, electric energy and services industries.16 The following industries have also become attractive to investors: mass consumer goods, retail, finance, construction and health.17

Some of the deals that have taken place in 2017 to date include the following:

  1. Avalon Holdings' purchase of an airplane lease business unit from CIT Group for US$10.796 million;
  2. Grupo Argos' purchase of 30 per cent of the shares in Opain SA for US$160 million;
  3. Orinoquia Capital Ltd's acquisition of Canadian energy company PMI Resources Ltd. The value of the transaction was US$33,898,500;
  4. Unilever's purchase of Latin American consumer goods company Quala's personal care line;
  5. the investment of Grupo Pegasus, Axon and others in the Colombian start-up Mercadoni for US$6.2 million;
  6. the purchase by investment fund Ashmore of a toll road concessionaire for US$42 million; and
  7. Prestasalud's acquisition of Cafesalud EPS, the largest health insurer in Colombia, and of the shares of Estudios e Inversiones Médicas – Esimed SA (for US$500 million).

V SIGNIFICANT TRANSACTIONS, KEY TRENDS AND HOT INDUSTRIES

i Infrastructure

Because of the infrastructure boom in Colombia, as seen in the Fourth Generation (4G) road infrastructure programme, which involves 47 projects spanning 8,000 kilometres of roadway, the expansion and modernisation of ports and railways, and the renovation of the country's airports, these fields are seeing a considerable amount of M&A activity.

In 2016 and the first quarter of 2017, there has been M&A activity related to the sale of the participation interests of some of the concessionaires of the 4G infrastructure projects. The main reasons for these sales related to a lack of financing and resources for concessionaries to perform their projects and make capital contributions, as well as their need to find new partners to diversify risk. We expect this trend to continue during the second semester of 2017.

In addition, the US-based asset management firm BlackRock launched a US$280 million infrastructure debt fund for investments in roads and other infrastructure projects in Colombia. According to the global director of BlackRock Infrastructure Debt, Erik Savi: 'Colombia represents an important investment opportunity that is evolving rapidly for investors that are seeking high quality infrastructure assets.'18

In July 2017, the National Infrastructure Agency (ANI) awarded the Cúcuta–Pamplona highway to Sacyr, a Spanish developer. This project requires investments of US$1.5 billion for construction and more than US$538 million for maintenance during the concession.19 The ANI also announced plans for the modernisation and expansion of Cartagena's airport, Rafael Nuñez, and presented plans for the creation of an international airport in Buenaventura, Valle del Cauca. Because of these trends, we expect M&A infrastructure activities will continue to grow in Colombia.

ii Technology and venture capital

The number of venture capital transactions in Latin America reached a record of 197 in 2016. Technology investments and transactions are becoming new trends in Colombian M&A activity owing to sustainable tech start-ups in promising large markets, such as in the case of Mercadoni, a Colombian grocery delivery app, which received one of the largest Series A rounds in Latin America and one of the biggest capital investments seen for an app in Colombia.20 According to the Latin American Private Equity and Venture Capital Association: 'Mercadoni's new funding round is a testament that in LATAM, despite the low level of development of mid-stage tech investments and the current challenging macroeconomics, sustainable new companies in promising large markets keep flourishing.'21

iii Funds

Private equity funds have been key and rising players in Colombian industry. They have become a vital instrument for the development of the country's businesses as they move around US$9.4 million of funds, of which a significant part has been invested in 500 Colombian companies.22 According to the Colombian Private Equity Association, there are more than 50 equity funds in the country, and it should be noted that Advent International Corporation, Brookfield Asset Management, Southern Cross Group, Victoria Capital, Ashmore and Terranum Capital Latin America Real Estate Fund II have consistently been major players within the industry.23

vi FINANCING OF M&A: MAIN SOURCES AND DEVELOPMENTS

The Colombian peso has sustained substantial devaluation in the past couple of years. This has made foreign purchasers more cautious with respect to obtaining indebtedness denominated in foreign currency. However, the Central Bank has decided to allow Colombian banks to lend pesos to foreign borrowers, so there may be a better match between their peso-denominated revenue stemming from their Colombian assets and the indebtedness they incur to purchase such assets.

In international financing, we have also noted lighter sets of covenants more similar to those associated with balance sheet lending than those associated with structured finance. However, this may have been because of very strong sponsors on the acquisition side.

vii EMPLOYMENT LAW

i Recent developments

Labour matters have also been subject to change as a result of the tax reform. The Parafiscal and Pension Management Unit (UGPP), the public entity in charge of monitoring companies to ensure that they comply with their social security contributions, was granted additional powers, including the ability to grant amnesty to those companies in breach of the social security legal dispositions. The main changes are as follows:

  1. Administrative processes brought forward by the UGPP might be subject to termination by mutual agreement or settlement, provided that specific requirements are met.
  2. Companies in breach of their social security obligations that have not yet been audited by the UGPP can amend mistaken payments and benefit from a reduction of 70 per cent of the default interest incurred by their wrongful payments in the following subsystems: health, risk and payroll taxes. However, pensions are not subject to these deductions.

ii Legislation relevant for M&A

Labour legislation relevant for M&A in the Colombian jurisdiction varies depending on whether a transaction is conducted as an asset transfer or as a purchase of the shares. When a business is acquired by means of a stock purchase agreement, the transaction will not involve a change of employer. Therefore, employees and their conditions, benefits and entitlements are unaffected.

However, if a deal is structured as an asset deal that involves the transfer of personnel, and if the parties involved in the transaction do not previously assign or terminate their employment agreements, this would be considered to be an employer substitution. Pursuant to Colombian law, this would operate automatically upon the execution of the asset purchase agreement and the transfer of personnel.

The main effects under Colombian law of the employer substitution are the following:24

  1. employment agreements of employees are not modified, suspended or terminated, and all risks, duties and liabilities will be transferred to the buyer;
  2. the buyer must therefore match the salaries and benefits the employees are already receiving;
  3. if the incoming employees have enjoyed different employment benefits compared with those of the purchaser's existing employees in similar job roles, the purchaser might be forced to match these by offering all employees the most favourable conditions (unless otherwise agreed with all the employees, both old and new);
  4. all employees' seniority must be preserved for all legal purposes;
  5. the pension liability of the seller will be transferred to the buyer; and
  6. the former and new employers would be considered jointly and severally liable for all labour obligations relating to the existing employment agreements at the time the employer substitution takes place, and the new employer will be responsible for the obligations that come into effect after the substitution occurs. If the new employer assumes payments regarding labour obligations that the old employer was forced to recognise, then the new employer can recover them from the old employer, unless agreed otherwise.

viii TAX LAW

See Section III.i.

ix COMPETITION LAW

i Recent developments

There have been developments in competition law as a result of the Odebrecht scandal. In 2001 and 2006, Odebrecht paid bribes to obtain the award of public bidding processes related to the 4G infrastructure projects. As a consequence of these actions, in a historic decision, the Colombian Superintendence of Industry and Commerce (SIC) ordered the termination of the concession agreement for the Ruta del Sol, which had been awarded to Odebrecht under conditions of bribery.

The SIC's decision25 established that awarding a concession agreement for the construction of a public road, in this case the Ruta del Sol, under conditions of bribery violates free economic competition, which is a right protected by the Colombian Constitution (Articles 88 and 333). In the resolution, the SIC set out that:

[i]n order to restore free economic competition within the market, the SIC has ordered the ANI to structure and initiate a new public tender that guarantees free economic competence, through the transparent participation of the various agents of the market, for the conclusion of a new concession agreement, that at least guarantees the execution in its integrity of the Concession Agreement Ruta del Sol, and avoid that these works remain inconclusive.26

A decision of this kind creates an important precedent regarding the constitutional right to free economic competition in Colombia, and the sanctioning powers of the SIC and its zero tolerance policy regarding corrupt practices.27

ii Competition law relevant for M&A

The Colombian competition regime regulates and prohibits trade arrangements, business practices and M&A activities that restrict competition.28 The SIC has wide powers to investigate companies, and can impose significant fines for restrictive trade practices. It also has powers to block mergers, and can impose fines for failure to obtain clearance for mergers that require the filing of an authorisation before the SIC.

Pursuant to Colombian law, a transaction needs full clearance from the SIC when the combined value of the operational turnover and assets of the parties to a merger exceed the legal threshold. The threshold is updated annually, and as of 2017 is US$15,263,110. Any transaction resulting in an economic concentration in at least one market in Colombia, either between parties engaged in the same economic activity (horizontal effects) or in the same value chain (vertical effects), are subject to merger control regulations. The concept of economic concentration is broad, and includes mergers, acquisitions, joint ventures, other forms of company associations or corporate grouping, and even exclusive distribution agreements.

If the combined market share of the parties is below 20 per cent, a simplified notification procedure is available that provides implied approval within 10 business days of the filing before the SIC. If the combined market share of the parties is above 20 per cent, the full clearance process will need to be followed.

Parties need to submit information about a merger, including evidence that the market share is below 20 per cent, with their application. The SIC has 10 business days to approve the application or determine that the transaction needs to go through the full clearance process. The implied approval granted under this procedure can be challenged at a future date by the SIC if it later considers that the parties were not eligible. The SIC has a term of up to five years from the filing date to review and challenge the notice.

x OUTLOOK

Although there was a tax reform only recently, there has been speculation regarding a further tax reform for 2018 or 2019. Some of the arguments that have been given for considering this are as follows:

  1. it has been argued that additional funds will be necessary to finance post-conflict programmes now that the peace treaty between former guerrilla group FARC and the government has been signed;29
  2. the National Association of Financial Institutions considers that a tax reform is necessary to achieve another collection point of gross domestic product before October 2018 to ensure that the country does not lose its level of investment;30 and
  3. considering that the current president, Juan Manuel Santos, will be leaving office in August 2018, it is likely that his successor will propose a tax reform during his or her first year of presidency, as has been customary in the past.

Notwithstanding the above, no formal law project has been presented to Congress to address any possible new tax reform. For now, companies and individuals are adjusting to the regulations that became enforceable in 2017.


Footnotes

1 Juan Manuel del la Rosa is a partner and Alexandra Montealegre and Lina Téllez are associates at Baker McKenzie. The information contained in this chapter is correct as at August 2017.

3 Liliana Espinosa Reboa, regional head of M&A for Baker McKenzie in Latin America, article dated 13 April 2017: www.bakermckenzie.com/en/newsroom/2017/04/latin-america-cross-border/2017.

6 Lina Guevara, journalist of la República national newspaper, article dated 21 April 2017, www.larepublica.co/avolon-impuls%C3%B3-las-transacciones-en-colombia_498856.

8 Law 1563 of 2012.

9 Doing Business in Colombia: A Guide to the Legal Issues. Published by Baker McKenzie in 2017.

10 The rate is 5 per cent for dividends paid to non-residents out of taxed profits at the corporate level. If dividends are paid out of untaxed profits at the corporate level, the rate is 35 per cent plus an additional 5 per cent tax on the distributed dividend (net of the 35 per cent initial tax).

11 'Inversión extranjera inició año al alza', El Tiempo, 13 February 2017: www.eltiempo.com/economia/sectores/inversion-extranjera-directa-en-colombia-59639.

12 New Regulation on Oil and Gas E&P Contracts (Agreement 2 of 2017). Issued on 2 June 2017 by Alejandro Mesa at Baker McKenzie.

13 'Brookfield ya tienen en sus manos las acciones de Isagen', Dinero, 22 January 2017: www.dinero.com/actualidad/articulo/brookfield-ya-tiene-en-sus-manos-las-acciones-de-la-venta-de-isagen/218451.

14 'Las transacciones más significativas de la banca de inversión en Colombia 2016', Dinero, 24 November 2016: www.dinero.com/edicion-impresa/informe-especial/articulo/transacciones-de-la-banca- de-inversion-en-colombia-2016/239385.

15 '22 nuevos negocios se conocieron en Colombia al comenzar mayo', El Tiempo, 6 May 2017: www.eltiempo.com/economia/empresas/las-adquisiciones-empresariales-en-colombia-en-mayo-del-2017-85022.

16 Id. See also, 'En primer mes del año se concretaron 27 negocios en el país', El Tiempo, 1 February 2017: www.eltiempo.com/economia/empresas/adquisiciones-y-fusiones-en-colombia-en-enero-de-2017-48550.

17 Baker McKenzie SAS, Database 2017.

22 Ávila Forero, Raul, 'Fondos de capital privado, alternativa para el financiamiento empresarial', Dinero, 10 June 2016: www.dinero.com/opinion/columnistas/articulo/fondos-de-capital-privado-alternativa-
para-el-financiamiento-empresarial-por-raul-avila/224560.

23 Catálogo Bancóldez FCP 2015‒2016, Colcapital: www.colcapital.org/catalogo-bancoldex-fcp-2015-2016.

24 Global M&A Handbook. Volume 1. Published by Baker McKenzie on 2015.

25 Resolution No. 5216 dated 16 February 2017, issued by the Colombian Superintendence of Industry and Commerce.

26 Ibid.

27 'Superindustria ordena terminar contrato Ruta del Sol tramo 2', El Espectador, 16 February 2017: www.semana.com/economia/articulo/superindustria-ordena-terminar-contrato-ruta-del-sol-tramo-2/515729.

28 Doing Business in Colombia: A Guide to the Legal Issues. Published by Baker & McKenzie in 2017.

29 García Sierra Alfredo, 'Prepárese: se avecina otra reforma tributaria en Colombia', El País, 8 January 2017: www.elpais.com.co/economia/preparese-se-avecina-otra-reforma-tributaria-en-colombia.html.