MARKET OF CHAPTERS Law 26.831
Capital Market Act.
Sanctioned: November 29, 2012 Promulgated: December 27, 2012
The Senate and Chamber of Deputies of the Argentine Nation assembled in Congress, etc. sanction with force of Law:
CHAPTER MARKET LAW
Principles and definitions ARTICLE 1 —
This law is aimed at the development of the capital market and the regulation of the negotiable subjects and values within that market.
These are fundamental objectives and principles that inform and guide the interpretation of this system, its complementary and regulatory provisions:
(a) Promoting participation in the market of investors, trade union associations, business associations and chambers, professional organizations and all public-saving institutions, with particular emphasis on mechanisms that promote national savings and their channelling towards productive development;
(b) Strengthen mechanisms for the protection and prevention of abuses against investors, within the framework of the tuitive role of consumer law;
(c) Promoting access to the capital market for small and medium-sized enterprises;
(d) To promote the creation of a federally integrated capital market, through access and connection mechanisms, with standardized communication protocols, of the computer systems of the different areas of negotiation, with the highest standards of technology;
(e) To promote the simplification of negotiation for users and thus to achieve greater liquidity and competitiveness in order to obtain the most favourable conditions at the time of operations;
(f) To reduce systemic risk in capital markets through actions and resolutions aimed at safer markets in accordance with international best practices;
(g) To promote the integrity and transparency of capital markets;
(h) To promote financial inclusion. (Article 33 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 2° —
Definitions. This Act and its statutory provisions shall mean:
Concerted action: Coordinated action of two (2) or more persons, according to a formal or informal agreement or understanding, to actively cooperate in the acquisition, possession or disposition of actions or other values or rights convertible into actions of an entity whose negotiable values are admitted to the public offer, whether acting through any such person, through any society or other form of association in general, or through other persons to whom they are controlled, linked or held by such persons.
Agents for the administration of collective investment products: Law-managed societies 24.083 and its modifications, to the financial trusts governed by chapter 30 of the third book of Title IV of the Civil and Commercial Code of the Nation and its modifications and to the other entities that carry out similar functions, and that, at the discretion of the National Securities Commission, it is appropriate to register in this character for their performance in the framework of the operation of collective investment products.
Risk rating agents: Entities registered with the National Securities Commission to provide negotiable securities qualification services, and other risks, the related and complementary activities compatible with the development of that purpose are under the competence of the National Securities Commission.
Placement and distribution agents: Human and/or legal persons registered with the National Securities Commission to develop channels of placement and distribution of negotiable values, in accordance with the regulations established by the Commission for this purpose.
Correspondence agents: Legal persons registered with the National Securities Commission to refer to two (2) or more parties for the conclusion of business on negotiable values, without being linked to any of them by partnership, subordination or representation (first part of article 34 (a) of annex I to lev 25.028).
Agents for the custody of collective investment products: Societies deposited by law 24.083 and its modifications registered with the National Securities Commission by developing the functions assigned by applicable laws and those which the said agency further determines.
Liquidation and compensation agents: Legal persons registered with the National Securities Commission to intervene in the liquidation and compensation of transactions with negotiable values registered in the framework of markets, including under its jurisdiction any activity carried out by them, in accordance with the regulations established by the National Securities Commission.
Negotiating agent: Legal persons authorized to act as brokers of negotiable securities in markets under the authority of the agency, any related and complementary activities carried out by them, in accordance with the regulations established by the National Securities Commission.
Central depository agent of negotiable values: Legal persons registered with the National Securities Commission to receive collective and regular deposits of negotiable securities, to provide custodial services, liquidation and payment of deposits of negotiable securities and in custody and other activities that establish the regulation of the National Securities Commission, in the terms of law 20,643 and its amendments and this law.
Producers: Human and/or legal persons registered with the National Securities Commission to develop activities for the dissemination and promotion of negotiable values under the responsibility of a registered agent, in accordance with the regulations established by the said agency.
Registered agents: Human and/or legal persons authorized by the National Securities Commission for registration within the corresponding registers created by the commission, to cover the activities of negotiation, placement, distribution, brokerage, liquidation and compensation, collective custody and deposit of negotiable values, the administration and custody of collective investment products, the classification of risks, and all those that, at the discretion of the National Securities Commission, should register for the development of capital.
Compensatory chambers: Anonymous societies authorized by the National Securities Commission, in accordance with the regulations established by the National Securities Commission for this purpose, the social object of which is the liquidation and compensation of the operations authorized by the National Securities Commission, fulfilling the role of central counterpart, which can develop related and complementary activities.
Controller, controlling group or control groups: Human or legal persons who possess directly or indirectly, individually or jointly, as the case may be, a participation by any title in the social capital or values entitled to vote which, in law or in fact, in the latter case if it is stable, gives them the necessary votes to form the social will in ordinary assemblies or to choose or revoke the majority of the directors or supervisory advisors.
Entities for the registration of derivatives operations: Anonymous companies whose main purpose is to comply with the functions provided for in the applicable regulations and which are authorized by the National Securities Commission for that purpose.
Reserved or privileged information: Any specific information that relates to one (1) or several negotiable values, or to one (1) or several negotiable securities emitters, which has not been made public and which, if made or made public, could have a substantial influence on the conditions or price of placement or the course of negotiation of such negotiable values.
Markets: Anonymous societies authorized by the National Securities Commission with the main purpose of organizing operations with negotiable values that have public supply, with the competence of the said agency the related and complementary activities compatible with the development of that purpose.
Capital market: It is the scope where negotiable values or other instruments are publicly offered, previously authorized, so that, through the negotiation by authorized agents, the public will perform legal acts, all under the supervision of the National Securities Commission.
Public offer: Invitation to persons in general or to sectors or groups determined to perform any legal act with negotiable values, carried out by the broadcasters, by their holders or by unipersonal organizations or societies dedicated exclusively or partially to the trade of those, by means of personal offers, journalistic publications, radiotelphonic, telephone or television broadcasts, cinematographic projections, posters or other electronics.
Collective investment products: Common Law Investment Funds 24.083 and its amendments to the financial trusts governed by chapter 30 of the third book of Title IV of the Civil and Commercial Code of the Nation and its modifications and all other capital market vehicles that request authorization for public supply emissions to the National Values Commission. The National Securities Commission shall have exclusive jurisdiction over the financial trusts authorized by the National Securities Commission to make public tenders of its negotiable values and for the financial trusts involved in this capacity in the aforementioned trusts.
Recording of derivatives operations: It is the registration, in accordance with the regulations issued by the National Securities Commission, of derivatives contracts held bilaterally outside of markets authorized by that agency. This registration shall be carried by the registration entities of derivative operations, as defined in this law. In the absence of registration entities, it may be carried by the markets and/or compensatory chambers.
Negotiable values: Titles issued in both cartular and all values incorporated into a record of annotations in account, including, in particular, the credit or representative values of creditor rights, shares, shares of common funds of investment, titles of debt or certificates of participation of financial trusts or other collective investment vehicles and, in general, any equivalent value or contract of investment or credit issued In addition, future contracts, option contracts and derivative contracts are included in this concept and are generally registered in accordance with the regulations of the National Securities Commission, and deferred payment cheques, fixed-term certificates, credit invoices, deposit certificates and warrants, payment letters of exchange, mortgage letters and all those titles that are susceptible of secondary market negotiation. (Article replaced by art. 34 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 3° —
Creation of negotiable values: Any legal person may create and issue negotiable values for negotiation in the types of markets and under the conditions he or she chooses, including the rights conferred on his or her holders and the other terms and conditions established in the issue act, provided that there is no confusion with the type, denomination and conditions of the negotiable values provided for in the current legislation. For the purpose of determining the scope of the emerging rights of the so-called negotiable value, the instrument of creation, act of issue and inscriptions must be made to the competent authorities of the Competent Controller. (Article replaced by art. 35 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 4° —
Conflicts of interest. Individuals who participate in the process of placing a negotiable securities issue may only purchase or offer a direct or indirect purchase of such negotiable values, as well as others of equal class or series, or the right to purchase them, in the circumstances and conditions established by the National Securities Commission.
The regulation shall establish the conditions for the individuals mentioned in the preceding paragraph to be able to sell, directly or indirectly, negotiable values, or the rights to sell them, corresponding to the station to which the placement process in which they intervene is linked, while their participation in it lasts, in order to avoid artificial formation of prices or other practices sanctioned by this law. (Article 36 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 5° —
Digital documents. The digitally signed documents transmitted electronically to the National Securities Commission in accordance with the regulations issued by the National Securities Commission for identification for all legal and regulatory purposes shall enjoy the same validity and effectiveness as those signed on paper.
PART I ARTICLE 6° —
National Securities Commission
Organization and functioning
Autarchy. The National Securities Commission is an autonomous entity of the national State governed by the provisions of this law and other concordant legal norms. Their relations with the national executive branch are maintained through the Ministry of Finance, which will understand the appeals against their decisions, without prejudice to the actions and judicial remedies regulated by this law. ARTICLE 7° —
Headquarters and delegations. The National Securities Commission will have its place in the Autonomous City of Buenos Aires but will be able to sessitize and establish regional delegations anywhere in the country. ARTICLE 8° —
Integration. The National Securities Commission will be in charge of a directory consisting of five (5) members appointed by the National Executive, among persons of recognized suitability and professional experience in the matter.
The national executive branch designates the president and vice president of the board. ARTICLE 9° —
Impediments. They cannot be members of the board of the National Securities Commission:
(a) The shareholders or those who have been part of the boards of directors, administration or control or in any way provide services to entities subject to the regulation and control of the National Securities Commission at the time of its designation and during the previous twelve (12) months;
(b) Those who are reached by the inabilitys provided for in articles 264 (1), (2) and (3) of the General Law on Societies 19,550, t. or 1984 and their amendments;
(c) Employees or officials of any division of the national government and those who hold other positions or positions rented or paid in any form, which depend on the national, provincial, Autonomous City of Buenos Aires or municipal governments, including their legislative and judicial powers at the time of their appointment. Public career officials may retain their posts in which case they must apply for leave. They are not covered by the provisions of this subparagraph by those who exercise teaching;
(d) Those who do not qualify for suitability and professional experience in the matter as set out in the regulation. The fulfillment of these requirements in the process of the appointment of each director shall have a National Senate agreement. The national executive branch may make appointments on commission for the term of treatment of the appointment by the Senate of the Nation. (Article 37 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 10. -
Term of office. Removal. The directors of the National Securities Commission last five (5) years in their functions and their mandates can be renewed for successive periods.
They may be removed before the end of their mandates by the national executive branch only for the following reasons:
(a) Commission on crimes of any kind in the exercise or on the occasion of its functions;
(b) Misbehaviour or negligence in the performance of his or her duties or non-compliance with the provisions contained in this Act or of others that reach the official or whose application fails him for his or her position;
(c) Inability to hold office.
The decision to remove the staff member shall not be judicially revised, but the person concerned may claim to the national justice in the federal administrative dispute the remedy of the damages suffered when the staff member was founded in subparagraph (b) and proves that it would have been manifestly unreasonable. Compensation in no case may exceed the amount of gross wages that the staff member has earned until the termination of his or her term of office.
In the case of subparagraph (a), the revocation of the sentence in no case will result in the relocation of the staff member removed. ARTICLE 11. -
Quorum and majority. The board of the National Securities Commission will be with the majority of the members, without the need for them to be in the same enclosure if they are communicated by means of simultaneous transmission of sound, images and words, according to the regulations to which the agency will dictate. The president or, in his case, the vice president in the absence of the president has a vote in the event of a tie, as long as the board was made up entirely. (Article replaced by art. 38 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 12. -
Exceptional situations. When exceptional circumstances imped the board of the National Securities Commission to sessitize validly for lack of quorum or urgent resolutions are required, the president together with at least two (2) directors at the headquarters of the agency and/or assembled in accordance with the mechanisms established by article 11 of this law may adopt them on their own and under their ad referendum responsibility of the directory to which they will report at their first meeting. (Article replaced by art. 39 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 13. -
Replacements. Where any of the directors of the National Securities Commission should use a licence for a prolonged period, the Ministry of Finance may appoint an interim replacement from among the managers of the agency until the cases determined by its designation cease.
CHAPTER II ARTICLE 14.
Sources. Allocation and redeployment of funds.
I. Sources. For its operation, the National Securities Commission will have the following resources:
(a) The resources allocated to it by the National Administration General Budget Act for the current period;
(b) The resources received under one (1) control and control rate and two (2) authorization tariffs for the public supply of negotiable values and registration of the various agents, markets, compensatory chambers and derivative registration entities under the control of the National Securities Commission and three (3) other services provided by the agency to persons under its control. The amounts of such resources shall be set by the Ministry of Finance, on the proposal of the National Securities Commission;
(c) Donations or legacies to it and the incomes of its assets.
II. Allocation and redeployment of funds. The above-mentioned agency shall have broad powers to allocate and redistribute the appropriate funds under this article. (Article replaced by art. 40 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 15.
Interest. Control and control rates and non-payments of authorization shall accrue to compensatory interests at the rate determined by the Ministry of Finance, which shall not exceed once and a half the interest applied by the Bank of the Argentine Nation, an auto-archic entity acting in the orbit of the Ministry of Finance, in its discount operations for trade documents. ARTICLE 16.
- Exemption. The National Securities Commission may provide for the reduction or waiver of the control and control fees and authorization fees for emissions made by small and medium-sized enterprises, including cooperatives, in the terms of the regulations applicable to such companies. (Article replaced by art. 41 of the Act No. 27.440 B.O. 11/5/2018)
CHAPTER III ARTICLE 17. -
Employment and incompatibility regime
Directors. The members of the board of the National Securities Commission will be equipped in terms of wage, rank and incompatibility to the undersecretaries of the national executive branch.
They shall not be able to perform any other remunerated activity except teaching and commissions of study. Upon completion of its mandate, they shall not be able to serve or hold managerial positions in entities that have been subject to the Comptroller of the National Securities Commission, its controlled, controlled, linked or under common control of the same economic group, for the period of two (2) years. ARTICLE 18. -
Personal. The designation, recruitment, suspension and removal of staff corresponds to the board of the National Securities Commission. (Article 42 of the Act No. 27.440 B.O. 11/5/2018)
CHAPTER IV ARTICLE 19. -
Competition and powers
Attributions. The National Securities Commission shall be the authority for the implementation and countering of this Act and, to that end, shall have the following functions:
(a) Directly and immediately, supervise, regulate, inspect, monitor and punish all human and/or legal persons who, for any reason, motive or circumstance, carry out activities related to the public supply of negotiable values, other instruments, operations and activities provided for in this Act and other applicable rules, which are under the competence of the National Securities Commission. The agency may require markets and compensatory chambers to exercise oversight, inspection and control over their participating members. This requirement will not involve a delegation of powers to markets and compensatory chambers by the National Securities Commission;
(b) Carrying out the registration, granting, suspending and revoking the authorization of public supply of negotiable values and other instruments and operations;
(c) To register all subjects authorized to offer and negotiate publicly negotiable values, and to establish the rules to which the same and those acting on their own should be adjusted;
(d) To register, grant, suspend and revoke the authorization to operate markets, compensatory chambers, registered agents and other human and/or legal persons that for their activities linked to the capital market, and at the discretion of the National Securities Commission are covered under its competence. The registry shall be public and shall be in charge of the said agency and shall register all markets, compensatory chambers, agents and other human and/or legal persons that are covered by their activities related to the capital market, and at the discretion of the National Securities Commission under its competence;
(e) To adopt the statutes, regulations and any other general rules issued by the markets and compensatory chambers and to review their decisions, ex officio or at the request of the party, as soon as they deal with measures related to the regulated activity they provide or may affect their performance;
(f) To perform the functions delegated by law 22,169 and its modifications with respect to the legal persons reached by the law in matters of corporate control;
(g) To issue the regulations to be complied with by human and/or legal persons and entities authorized under subparagraph (d), from their registration and to the termination of the respective registry;
(h) To issue the regulations to be complied with for the authorization of the negotiable values, instruments and operations of the capital market, and until their deregistration, having the power to establish the necessary provisions to supplement those that arise from the different laws and decrees applicable to them, and to resolve unforeseen cases and interpret the rules therein within the prevailing economic context for the development of the capital market;
(i) To declare irregular and ineffective, for administrative purposes, acts subject to its control when they are contrary to this law, to the other applicable laws, to the regulations issued by the National Securities Commission, to the statutes, to the provisions issued by entities and approved by the agency;
(j) Promote the defence of investors ' interests;
(k) Establish minimum standards of training, accreditation and registration for staff of registered agents or for human and/or legal persons performing tasks related to advice to the investor public;
(l) Determine the minimum requirements to be adjusted to those who provide audit services to persons subject to their supervision;
(m) To promote the development and strengthening of the capital market by creating or, where appropriate, encouraging the creation of products deemed necessary to that end;
(n) Organize and manage files and backgrounds relating to the activity of the National Securities Commission itself or data obtained in the exercise of its functions for the recovery of information relating to its mission, and may conclude agreements and contracts with national, international and foreign agencies in order to integrate into such information networks, so that reciprocity should be taken into account as a necessary and effective condition as provided for in articles 25 and 26 of the present law;
(o) To establish the property requirements for human and legal persons subject to their control;
(p) To issue complementary regulations on the prevention of money laundering and the financing of terrorism, in accordance with the regulations issued by the Financial Information Unit, an autarchical agency operating within the Ministry of Finance, applicable to the capital market and to monitor its compliance, without prejudice to the duty to give the aforementioned unit the appropriate intervention in the field of sanctions and to provide it with the cooperation required by law. The National Securities Commission shall regulate the manner in which the financial information unit ' s sanctions on the prevention of the laundering of assets and the financing of terrorism shall be disseminated, with respect to the individuals acting under the authority of the financial intelligence agency;
(q) To regulate the manner in which the information and control required by this law shall be carried out, and may require the entities subject to their jurisdiction to implement those mechanisms which it deems appropriate for more effective control of the conduct described in this Act;
(r) Establishing information regimes and requirements for differentiated public supply;
(s) Determine the conditions under which registered agents, which are of the character of legal persons, may be authorized to carry out more than one activity under the competence of the National Securities Commission, upon their inclusion in their social object, for the purposes of their registration in the respective registers by the agency;
(t) To ensure the objective and subjective compliance with the legal, statutory and regulatory rules in the area of application of this Act;
(u) To perform all other functions which give it the applicable laws, decrees and regulations;
(v) To establish the requirements of suitability, moral integrity, probity and solvency that must be met by those who seek to obtain authorization from the National Securities Commission to act as markets, compensatory chambers and registered agents as well as the members of their administration and control bodies, as appropriate;
(w) Create new categories of registered agents and modify existing ones, as well as remove those created by their own rules;
(x) Fix the maximum tariffs that may be incurred by markets, compensatory chambers, derivatives trading entities and registered agents, taking into account, inter alia, the competitiveness of the region ' s capital market vis-à-vis tariffs in other countries. This faculty shall be exercised in cases where, at the discretion of the agency, special situations so require;
(y) To formulate rules to promote transparency and integrity of capital markets and to avoid conflicts of interest in them; and
(z) To evaluate and dictate regulations aimed at mitigating systemic risk situations. (Article 43 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 20. -
Correlative faculty. In the framework of the competition set out in the previous article and always taking into consideration the protection of the interests of minority shareholders and debt holders, the National Securities Commission may:
(a) Request reports and documents, conduct investigations and inspections in the human and legal persons under their control, cite declaring, taking information and testimony, instructing summaries and imposing sanctions on the terms of this Act;
(b) To require the competent judge to assist the public force;
(c) To require the competent judge to search for private places in order to obtain the necessary background and information for the performance of its monitoring and investigation work;
(d) Initiate judicial action and seek judicial compliance with its decisions;
(e) Complaining or acting as a criminal offence;
(f) To request any kind of information to public bodies and any human or legal person deemed necessary for the performance of their functions, who shall be obliged to provide them within the term established by law. This provision shall not apply to the Financial Information Unit. (Article 44 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 21. -
Attributions by the president. Corresponds the president of the National Securities Commission:
(a) To represent the agency and chair its agreements;
(b) To exercise the overall administration of the agency;
(c) Provide the commission ' s formalities;
(d) Others delegated to it by the internal rules of procedure of the agency. ARTICLE 22.
— Attributions of the vice president. It is up to the vice president to replace the president in the event of a circumstantial or permanent absence and perform those functions assigned to him by the internal regulations of the National Securities Commission and those delegated to him by the president. ARTICLE 23. -
Delegation. The directory of the National Securities Commission may delegate to the headlines of its regional headquarters the exercise of the competencies to be determined in each case.
In the case of sanctions, regional headquarters may handle all kinds of sums, but the application of fines sanctions may only be decided by the National Securities Commission directory. (Article replaced by art. 45 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 24. -
Review of decisions of permanent or mobile headquarters. The decision delegating powers to regional headquarters should expressly clarify whether the National Securities Commission reserves the right to administratively review decisions prior to the possibility of the parties concerned to proceed to the judicial process, otherwise the decisions of the delegated authorities will be judicially challenged under the regime provided for in the Commission ' s resolutions.
CHAPTER V ARTICLE 25. -
Secret. The information collected by the National Securities Commission in the exercise of its powers of inspection and investigation is of a secret nature with the exception of the cases provided for in articles 26 and 27 of this Act.
Judges must, of course, reject any request for such information to the National Securities Commission, except in criminal proceedings for common crimes directly linked to the facts investigated and in the other cases provided for in this law or other special cases.
The board and staff of the National Securities Commission must keep secret of the information obtained in the exercise of their functions. In the event of a violation, appropriate administrative and criminal penalties shall be imposed. The obligations and restrictions set forth in this article shall not apply to the communication of such information and to all that is linked to the prevention of money laundering and the financing of terrorism. Restrictions shall not be required in the case of requested information or to be referred to the Financial Information Unit.
The duty to keep secret extends to all agents registered in any of its categories and to members of the governing and control bodies of the markets.
The resolutions of the National Securities Commission that provide for the investigation of summons, the final resolutions that fall therein and those that order to make a criminal complaint or complaint, shall be given to publicity as established by regulation. ARTICLE 26. -
Cooperation conventions. The limitations set forth in the previous article shall not apply to the communication of such information to similar authorities of the foreigner with which the National Securities Commission has concluded reciprocity agreements. The National Securities Commission shall maintain the confidentiality of orders and/or the provision of information made by similar authorities abroad. ARTICLE 27. -
Secret lifting. The restrictions and limitations contained in this Act; Articles 39 and 40 of Act 21.526, as amended by Act No. 24.144; 53 of the Organic Charter of the Central Bank of the Argentine Republic; 74 of Act No. 20.091, relating to the dissemination of information obtained in the exercise of its functions by the National Securities Commission, the Central Bank of the Argentine Republic and the Superintendence of Insurance of the Nation, autarchical entity Nor shall the restrictions and limitations mentioned in the light of the requirements of the Financial Information Unit under Act No. 25,246 and its amendments.
ARTICLE 28. -
CHAPTER I Markets. Guarantees. Liquidation and compensation agents. Compensatory chambers. Arbitrary Tribunals (Denomination replaced by art. 46 of the Act No. 27.440 B.O. 11/5/2018)
Exclusive nominations. The denominations “value balance”, “value market”, “stock of futures”, “ball of options”, “market of futures”, “market of options” or other similar can only be authorized by the National Securities Commission. ARTICLE 29. -
Requirements. The National Securities Commission shall regulate the requirements that markets and compensatory chambers must meet for the purposes of their authorization to operate and their registration in the corresponding registry. (Article 47 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 30. -
Registration. The markets and compensatory chambers authorized by the National Securities Commission for registration shall observe the fulfillment of all the requirements established by the National Securities Commission for registration. Compensatory markets and chambers shall refrain from functioning as such, when they incur any breach of the requirements, conditions and obligations of the agency, without the need for prior intimation.
Failure to comply with any of the requirements, conditions and obligations regulated by the agency shall result in the preventive suspension of the market and the compensatory chamber, as appropriate, until any relevant facts make it advisable to review the measure, without prejudice to the eventual application of the penalties provided for in article 132 of this Act. (Article replaced by art. 48 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 31. -
Legal form. Markets will be constituted as anonymous companies covered by the public stock supply regime and must list their shares in an authorized market. The National Securities Commission shall, by regulation, establish the maximum holdings admitted by shareholder and the nominal value and the amount of votes conferred by each action. A shareholder may not directly or indirectly possess, individually or jointly, as the case may be, a share of any title in the social capital or values entitled to vote which, in law or in fact, gives them the necessary votes to form the social will in assemblies or to elect or revoke the majority of the members of the administration and/or control bodies. These limitations will not apply when the shareholder is another market, with the National Securities Commission having to grant authorization in accordance with each particular situation. (Article 49 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 32. -
Markets should include the following main functions, according to the characteristics of their specific activity and those that determine the regulation of the National Securities Commission:
(a) To issue regulations for the purpose of enabling the performance of agents authorized by the National Securities Commission, and may not require for this purpose the accreditation of the quality of shareholders of the market, allowing open and equitable access to all participants;
(b) Authorize, suspend and cancel the list and/or negotiation of negotiable values in the manner provided for by its regulations;
(c) To issue regulatory rules to ensure veracity in price registration and negotiations;
(d) To formulate the necessary rules and measures to ensure the reality of operations carried out by their agents;
(e) To issue regulations containing measures of good order to ensure the normal functioning of the negotiation and compliance with the obligations and burdens assumed by registered agents which shall be subject to the prior consideration of the National Securities Commission for the purpose of its approval;
(f) To establish arbitral tribunals, in accordance with article 46 of this Act;
(g) To issue newsletters;
(h) Manage negotiable securities trading systems operating therein;
(i) Registration of derivatives contracts concluded outside markets authorized by the National Securities Commission;
(j) Manage by itself or by third parties systems of liquidation and/or compensation of operations according to the different negotiating segments authorized by the National Securities Commission. In cases of the administration of the liquidation and compensation of the guaranteed negotiating segments, the markets shall perform the functions assigned to the compensatory chambers provided for in article 35 of this Act or sign agreements with authorized entities for that purpose; and
(k) To carry out monitoring, inspection and control functions of the participating agents and of the operations carried out within them.
II. Total or partial delegation of functions.
The terms of reference set out in subparagraphs (b), (f) and (g) above may be exercised by the market or delegated partly or totally in a qualified entity with regard to its knowledge for the purposes of such activities, which shall be authorized by the National Securities Commission. (Article replaced by Article 50 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 33. -
Concurrent faculty. The powers conferred on the markets do not preclude the exercise of concurrent powers of the National Securities Commission, in order to establish minimum precautions that apply uniformly throughout the country. ARTICLE 34. -
Current price. The result of routine market operations determines the current price of negotiable values. ARTICLE 35. -
In accordance with the terms of the regulation of the National Securities Commission, the compensatory chambers shall have the following functions, without prejudice to the other functions established by the National Securities Commission:
(a) Manage systems of compensation and liquidation of negotiable stock operations;
(b) Require the participating agents of the initial margins, the replacement of the same, the assets to be used as a guarantee and the currency to ensure their operation;
(c) To receive and administer the guarantees granted by participating agents;
(d) Establishing participation requirements for its agents;
(e) Maintain and manage security funds to use against non-compliance by participating actors;
(f) Registration of derivatives contracts concluded outside markets authorized by the National Securities Commission;
(g) To issue regulations containing good order measures to ensure the normal functioning of the liquidation and compensation and compliance with the obligations and charges assumed by the participating agents, which shall be subject to prior consideration by the National Securities Commission for approval; and
(h) To carry out monitoring, inspection and control functions of the participating agents and of the operations carried out within them.
II. Patrimonial and Liquidity requirements of the Compensatory Chambers.
The National Securities Commission shall establish the property and liquidity requirements of the compensatory chambers as well as their risk management systems which shall include, at least, the credit, counterpart, market, liquidity, operational and legal risks. (Article 51 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 36. -
Tariffs. The rights and tariffs that the markets and compensatory chambers and other registered agents, subject to the maximum established by the National Securities Commission, may be differentiated according to the type of instruments, the nature of small and medium enterprises of the stations or the quality of small investors, will be free. (Article replaced by Article 52 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 37. -
Resources. The decisions of the markets that denie, suspend or cancel the list and/or negotiation of negotiable values are appealed to the National Securities Commission, without suspensive effect, for violation of its regulations within fifteen (15) working days.
The filing of the filing and basis of the appeal is presented to the market, which must be submitted to the National Securities Commission on the third working day, to which a report may be added. The body resolves without another substance, except the measures it dictates to better provide. ARTICLE 38. -
Authorization to list or negotiate. Markets can only permit the listing and/or negotiation of negotiable securities and other financial instruments whose public offer had been authorized by the National Securities Commission and those to be carried out by court order. Negotiable securities operations in court cases must be carried out by an agent in the respective field of market negotiation. ARTICLE 39. -
Negotiating systems. Negotiable securities trading systems under the public supply regime in the markets must ensure full compliance with the principles of investor protection, equity, efficiency, transparency, non-s fragmentation and reduction of systemic risk. The markets shall establish the respective regulations, which shall be approved by the National Securities Commission.
The National Securities Commission should require that the markets in which it is listened and/or negotiable negotiable values and compensatory chambers, establish access and connection mechanisms, with standardized communication protocols of the computer systems in the different areas of negotiation and/or compensation and/or custody. It may also require the establishment of negotiating systems to ensure that, in the negotiation of negotiable values, negotiation with interference of offers with priority of price-time. (Article 53 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 40. -
Guarantee of operations. In accordance with the regulations of the National Securities Commission, markets must establish in absolute clarity, in their statutes and regulations, in which cases and under what conditions such entities guarantee the performance of the operations that are carried out or recorded.
When compliance with operations is ensured, the market or the compensatory chamber, as appropriate, shall act as a central counterpart, in accordance with the regulations issued by the National Securities Commission.
In this case, the market or the compensatory chamber shall, as appropriate, liquidate the operations that are pending by the agent that is in preventive or declared bankruptcy. If the liquidation results in a balance in favour of the concursed or failed, it shall be deposited in the respective trial. (Article replaced by art. 54 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 41. -
Executive title. In cases where the markets do not guarantee the performance of the operations, they must issue in favour of the agent who had suffered a loss as a result of the non-compliance of the other contracting party, a certificate containing the amount to which the breach is. This certificate is an executive title against the debtor agent. ARTICLE 42. - (Article repealed by art. 55 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 43. -
Assumed in cases of non-compliance. The customer must give the agent the warranty and replacement for differences within the time frames established by the market regulations. Otherwise, the agent is authorized to liquidate the operation. ARTICLE 44. -
Regulations. The National Securities Commission shall approve all regulations established by markets and compensatory chambers and registration entities prior to their entry into force. Compensatory markets and chambers must at all times maintain their regulations appropriate to the regulations emanating from the National Securities Commission. (Article 56 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 45. -
Guarantee funds. Markets and/or compensatory chambers shall, as required by the National Securities Commission, constitute guarantee funds to meet the commitments not fulfilled by their participating agents and originated in secured transactions. Such funds shall be organized under the fiduciary figure or other figure approved by the National Securities Commission and shall be formed in accordance with international best practices in the field. The amounts accumulated in these funds shall be invested in the form and conditions established by the National Securities Commission, which shall determine the appropriate safety, profitability and liquidity criteria.
The sums for all the funds of guarantee of this article and the latter, as well as their incomes, are exempt from taxes, fees and any other tax, including the Tax on the Added Value, the tax to which refers the first article incorporated after Article 25 of Title VI of Law 23.966 and the Tax on Credits and Debits in bank accounts and other transactions not resulting from application, paragraph 2 of this Act, The provinces and the Autonomous City of Buenos Aires are invited to adhere with the respective exemption of their taxes. (Article replaced by art. 57 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 46. -
Arbitral Tribunal. All markets shall have a permanent arbitral tribunal within their scope, to which the entities whose negotiable values are negotiated within their scope, in their relations with shareholders and investors, shall be bound. All actions deriving from Act No. 19,550 of commercial companies (t. 1984) and their amendments, including requests to challenge resolutions of social bodies and actions of liability against their members or other shareholders, as well as actions to nullify provisions of the statutes or regulations, are covered in the arbitral jurisdiction. In all cases, the regulations must ensure that shareholders and investors have the right to apply to the competent courts. In cases where the law establishes the accumulation of actions filed with the same purpose before a single court, the accumulation shall be carried out before the court. It is also subject to the arbitral jurisdiction established in this article by persons who make a public procurement offer for the recipients of such acquisition. The regulations issued by the markets, applicable to the establishment and operation of the arbitral tribunals, shall be subject to the prior approval of the National Securities Commission.
CHAPTER II ARTICLE 47. -
Registration. In order to act as agents, the subjects must have the authorization and registration of the National Securities Commission, and must comply with the formalities and requirements established by each category by the same regulatory channel. (Article replaced by art. 58 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 48. -
Prohibitions and incompatibility. They cannot be authorized for registration as agents:
(a) Persons convicted of offences under articles 176 to 180 of the Criminal Code or committed for profit or against the public faith or who have a primary, joint or alternative sentence of disqualification to hold public office, up to 10 years after serving the sentence;
(b) Failed and contested, up to five (5) years after their rehabilitation;
(c) Persons in relation to the companies that listened to and/or negate their negotiable values, according to their categories;
(d) Officials and rented employees of the Nation, the provinces, the Autonomous City of Buenos Aires and the municipalities, excluding those carrying out educational activities or integrating commissions of study;
(e) Those who have been cancelled or revoked an earlier registration as agents, up to five (5) years after the cancellation has been signed;
(f) The companies among whose controlling shareholders, administrators or syndicates there are one or more persons who have been cancelled an earlier registration as agents, up to five (5) years after the cancellation is signed;
(g) Persons performing tasks that the regulations issued by the National Securities Commission declare incompatible with that function;
(h) Members of the governing or control bodies of negotiable securities deposit agents.
When the incompatibility comes to the registration, the agent will be suspended until the incompatibility disappears. ARTICLE 49. -
Authorization. The request for authorization will be presented to the National Securities Commission, which will be issued at the end of twenty (20) working days received. The decision shall be notified to the applicant, who in case of an unfavourable response may challenge it within ten (10) working days.
Once this period has been completed or immediately when the agency has been issued favourably, the agent shall be registered in the category in which he has requested his registration. ARTICLE 50. -
Denegatoria. If the National Securities Commission denies the authorization for registration, the applicant may lodge the resources provided for in the applicable laws. The application denied can only be reiterated after two (2) years after the relevant resolution has been signed. ARTICLE 51. -
Non-compliance. Once authorized and registered, the agents must comply with all the requirements established by the National Securities Commission during the completion of their registration, and must refrain from functioning as such, when they incur any breach of the requirements, conditions and obligations set by the agency, without the need for prior intimation.
Failure to comply with any of the requirements, conditions and obligations regulated by the National Securities Commission shall result in a pretrial suspension, until any relevant facts make it advisable to review the measure without prejudice to the possible application of the penalties provided for in article 132 of this Act. ARTICLE 52. -
Record advertising. The National Securities Commission shall publish the records in accordance with the regulations in this regard, detailing the different categories where the agents are registered. (Article 59 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 53. -
Secret. Registered agents must keep secret from transactions they perform on behalf of third parties as well as their names. They shall be relieved of this obligation by judicial decision handed down by competent courts in proceedings relating to or related to such operations, as well as when required by the National Securities Commission, the Central Bank of the Argentine Republic, the Financial Information Unit and the Superintendency of National Insurance in the framework of investigations of their functions. These three (3) last entities will give notice of the requirement to the National Securities Commission simultaneously to the exercise of the faculty granted to them.
The secrecy shall also not be governed by the information requested by the Federal Public Income Administration, an autonomous entity operating in the Ministry of Finance ' s orbit, of a particular or general nature and referred to one (1) or several specific subjects or not, even if they are not under control. However, in the matter of stock, the information required may not refer to ongoing operations of conduct or pending compensation or liquidation. (Article replaced by Article 60 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 54. -
Probatory force. The signature of a registered agent gives authenticity to all the documents in which it has intervened.
The National Securities Commission shall regulate the formalities to be kept in order to enjoy the previous legal presumption. ARTICLE 55. -
Responsibility. The registered agent, as appropriate by virtue of the activities he undertakes, shall be liable to the market for any amount that such entity had paid on his own.
While you do not regulate your situation and prove that you have mediated fortuitous or force majeure contingencies, you are disabled to operate. (Article 61 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 56. -
Disciplinary competence. Registered agents are subject to the exclusive disciplinary jurisdiction of the National Securities Commission, to which markets and compensatory chambers must report any failures incurred by their member agents resulting from the audits and controls of supervision, control and control carried out by such markets and compensatory chambers on them in the terms of the regulation issued by the National Securities Commission for that purpose. Deliberate omission or lack of due diligence in the control of market-enabled agents, compensatory chambers and recording entities of derivative operations shall be sanctioned by the said agency. (Article 62 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 57.
- Risk rating agents. The National Securities Commission shall establish the formalities and requirements to be met by entities requesting their registration as risk rating agents, including the regulation of the provisions of this Act and determining the kind of organizations that may carry out this activity.
The National Securities Commission may include in this registry the public universities authorized to function as such, for the purposes of their performance, setting the requirements to be credited considering their nature.
Risk rating agents may not provide audit, consultancy, and/or advice to contracting entities or entities belonging to their control group. (Article 63 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 58. -
Qualification object. Risk rating agents, at the request of broadcasters and other entities, may qualify any negotiable value, subject or not to the public supply regime.
CHAPTER III ARTICLE 59. -
Applicable rules. The provisions contained in this chapter are applicable to the issuing entities covered by the public supply regime in a manner complementary to the rules applicable in the legal form adopted by such companies. ARTICLE 60. -
Accounting standards. The following provisions relating to accounting information are applicable to issuing entities within the public supply regime:
(a) For information purposes only, without prejudice to the obligations applicable to each society, the National Securities Commission in each particular case may authorize the control society to disseminate exclusively to the consolidated accounting states where they clearly, truthfully and more faithfully describe the situation and information of the society with authorized public supply;
(b) Without prejudice to the information required by the applicable legal provisions, the transmitters shall additionally include in the supplementary notes to their accounting statements the following information:
I. In the case of anonymous companies, actions that have been issued or issued by the assembly and those actually issued; as well as, in accordance with the applicable legal and regulatory regime, the options granted and the convertible values in actions and others that grant rights to participate in the results of the society;
II. Agreements that prevent taxation and/or the availability of all or part of their assets with appropriate information on such commitments;
III. Sufficient information on the policy of assumption and coverage of risk in the markets, including contracts for futures, options and/or any other contract derived;
(c) Without prejudice to the provisions of article 66 of Act No. 19,550 of commercial companies (t. 1984) and its amendments and the additional regulations to be established by the National Securities Commission shall be included in the memory as additional information at least the following:
I. Projected trade policy and other relevant aspects of business, financial and investment planning;
II. Aspects linked to the organization of decision-making and the system of internal control of society;
III. The policy of dividends proposed or recommended by the directory with a well-founded and detailed explanation of it;
IV. The remuneration modalities of the directory and the remuneration policy of the management tables of the society, plans of options and any other remunerative system of directors and managers by the society. The reporting obligation shall extend to that of controlled societies in which substantially differentiated systems or policies are applied.
The National Securities Commission may authorize the shipment of all accounting documents and other financial information by electronic means or other means of communication, provided that they comply with the security standards available to it. ARTICLE 61. -
Administration. The governing body of the broadcasting entities may operate with the members present or communicated with each other by other means of simultaneous transmission of sound, images and words when provided for by the social status. The monitoring body shall record the regularity of decisions taken.
It will be understood that only members present shall be computed for the purposes of the quorum unless the statute establishes the opposite. The statute should also establish the manner in which the participation of remote members will be recorded in the minutes.
In the case of distance meetings of the administrative body, the records shall be made and signed within five (5) working days of the meeting by the members present and the representative of the oversight body.
The statute may provide that assemblies may also be held remotely to which effect the National Securities Commission shall regulate the means and conditions necessary to grant security and transparency to the event. ARTICLE 62. -
Capital increases. By adopting the capital increase resolution, the assembly may authorize the directory to increase the number of actions authorized by anticipating that in an issue subscription requests exceed the amount of actions offered by society. In such a case, the assembly shall set the limit of such emission in excess. The limits set by the National Securities Commission may not be exceeded, which must establish the precautions to be met in these cases. ARTICLE 62 bis. -
I. In the case of an increase in capital of convertible negotiable shares or obligations offered by public tender in the terms of this law and subject to the fulfilment of the two (2) conditions set out in the second paragraph of this article, the right of preference provided for in article 194 of the General Company Law 19.550, t.o. 1984 and its modifications and in article 11 of the law 23.576 and its modifications shall be exercised exclusively through the procurement procedure. This shall be provided that the purchase orders submitted by the shareholders or holders of convertible negotiable obligations, beneficiaries of the right of preference, be (i) at the price resulting from the placement procedure or at a specified price that is equal to or greater than that subscription price determined in the public offer; and/or (ii) the shareholders or holder of convertible negotiable obligations beneficiaries of the right of preferences manifest according to their intention of placement.
The two (2) conditions referred to in the preceding paragraph shall be: (i) the inclusion of an express provision in the social status; and (ii) the approval of the shareholders' assembly to approve each issue of convertible negotiable actions and obligations.
Unless the status of societies establishes the opposite, in no case shall the right to increase be applied.
II. Legal persons constituted abroad may participate in all shareholder assemblies, including, but without limitation, those contemplated in this article, of companies authorized to make public tender of their actions through duly instituted officials, without any other registration requirement. (Article replaced by art. 64 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 63. -
Options. In societies that make public supply of their actions, when foreseen by their statute, the assembly may approve the issue of options on actions to issue or convertible values into actions and delegate in the directory the setting of the terms and conditions of their issue and the rights they grant. The setting of the price of the options and the shares to which they are entitled may be delegated to the governing body. The respective decisions of the assemblies and the directory should be published and registered. In addition, the provisions of articles 11, 12 and 17 to 27 of Act No. 23,576 and their amendments shall apply. ARTICLE 64. -
Acquisition of own actions. An anonymous company may acquire the actions it has issued, as long as they are admitted to the public offer and listed by a market, under the conditions provided for in this article and those determined by the National Securities Commission. The regulation must respect the principle of equal treatment between all shareholders and the right to full information from investors.
The following are necessary conditions for any acquisition of their actions by the issuing company:
(a) That the actions to be acquired are fully integrated;
(b) That there is a well-founded resolution of the board with a report from the audit committee and the audit commission. The resolution of the directory shall establish the purpose of the acquisition, the maximum amount to be invested, the maximum amount of shares or the maximum percentage on the social capital that will be subject to acquisition and the maximum price to be paid for the shares, having the directory provide shareholders and investors with comprehensive and detailed information;
(c) That the acquisition is made with profits made and liquid or with free or optional reserves, and the company must credit to the National Securities Commission with the necessary liquidity and that such acquisition does not affect the solvency of the society;
(d) That the total amount of actions taken by society, including those previously acquired and remained in its possession, in no case exceeds the 10 per cent limit (10%) of social capital or the lower percentage limit to be determined by the National Securities Commission, taking into account the negotiating volume of the actions in question. ARTICLE 65. -
Disengagement. The actions acquired by society in excess of such limits shall be alienated within the term of ninety (90) working days from the date of the acquisition which has resulted in the excess in the form set out in subparagraph (d) of the previous article, without prejudice to the appropriate responsibility to impute the directors of society. ARTICLE 66. -
Ways of acquisition. The operations carried out in connection with the acquisition of own emission actions may be carried out through market operations or through a public procurement offer. In the case of acquisitions in the market, the amount of these carried out on the same day may not exceed twenty-five percent (25%) of the average daily transaction volume that have experienced the actions of the society during the nineties (90) previous working days. In any case, the National Securities Commission may require such purchases to be implemented through a public procurement offer when the actions to be acquired represent an important percentage relative to the average volume of negotiation. ARTICLE 67. -
Consequences of acquisition. Actions acquired under the provisions of the above articles should be disposed of by society within the maximum period of three (3) years of acquisition. After the specified period and not by means of assembly resolution, the capital will be reduced in full amount equal to the nominal value of the actions remaining in the portfolio, which will be cancelled. At the time of disposal, the company must make a preferential offer of shares to shareholders in the terms set out in article 221 of Law 19,550 of commercial companies (T. 1984) and their modifications. This offer shall not be obligatory when it comes to complying with a compensation program or plan for personnel dependent on the society or the shares are distributed among all shareholders in proportion to their holdings or in respect of the sale of a number of shares that within any period of twelve (12) months does not exceed one percent (1%) of the share capital of the company, provided that in such cases it is counted with the prior approval of the shareholder assembly.
If shareholders do not exercise, in whole or in part, the preferential right set forth in the preceding paragraph or deal with actions within the mentioned quota, the disposal shall be carried out in a market. ARTICLE 68. -
Workers' shareholder. On the occasion of voting for an increase in capital, the assembly may resolve to assign a portion of the new actions to issue, to be delivered to the staff in relation to dependency of the society or some of its controlled societies. The cumulative total of the actions issued for this purpose cannot exceed ten percent (10%) of the social capital. The assembly may resolve the delivery of actions as a bonus, in which case liquid and realized profits or free reserves should be affected, or subject to integration by the beneficiaries, and in such case the modalities of integration should be set. ARTICLE 69. -
Regulatory guidelines. The National Securities Commission should establish guidelines for:
(a) Offers of exchange of shares or any other similar procedure;
(b) The vote exercised by entities that are holders of shares on behalf of or interest of third parties, under trust, deposit or other related legal relations, when the respective contracts so authorize;
(c) Public request for powers to ensure the right of full information of the investor.
Shareholders who wish to request the granting of powers in their favour in public form shall do so in accordance with the regulations established by the National Securities Commission. Persons who promote such a request shall have to possess at least two percent (2%) of the social capital represented by shares entitled to vote and an antiquity as shareholder of at least one (1) year and shall comply with the formal requirements established by the National Securities Commission. The mandate will always be revocable and must be granted for a particular assembly.
The shareholders who promote such a request shall be responsible for the information on the form of power that is registered with the National Securities Commission and for the information that is disclosed during the period of application, which must allow shareholders to make a decision with full knowledge of cause. The intermediaries involved in such a request must diligently verify the correctness of such information.
Without prejudice to the responsibility of common law that may correspond to them, offenders to the duties set out in this paragraph and their regulatory rules shall be sanctioned by the National Securities Commission. ARTICLE 70. -
Assembly call. In societies that make public offer of their actions, the first call to assembly must be published in advance not less than twenty (20) days run and not greater than forty-five (45) days run from the date set for their celebration. The deadlines indicated will be computed from the last publication.
Twenty (20) days before the date set for the holding of the assembly, the directory must make available to shareholders at its social headquarters or by electronic means, all relevant information concerning the holding of the assembly, the documentation to be considered in the same and the proposals of the directory.
Up to five (5) days before the date for the celebration of the ordinary assembly that should consider the documentation of the exercise, shareholders representing at least two percent (2%) of the social capital will be able to give comments or proposals regarding the progress of the social business corresponding to the exercise. The directory should inform the shareholders that such comments or proposals are available at the social headquarters or may be consulted through any electronic means. ARTICLE 71. -
Ordinary assemblies. In societies that make public supply of their actions it is up to the ordinary assembly to resolve, in addition to the matters referred to in article 234 of Law 19,550 of commercial companies (t. 1984) and its modifications, the following:
(a) The disposition or levy of all or substantial part of the assets of society when this is not done in the ordinary course of the business of society;
(b) The conclusion of contracts for the administration or management of society. The same applies to the adoption of any other covenant by which the goods or services received by society are paid in full or in part with a percentage of the income, results or profits of society, if the resulting amount is substantial given the turnover of business and social assets. ARTICLE 72. -
Contracts with related parts. In societies that make public tenders of their actions, the acts or contracts that the society concludes with a related party and that involve a relevant amount, must comply with the procedure set out below.
For the purposes of this article:
(a) The following persons in relation to the broadcasting society shall be referred to as “parte related”:
I. To the directors, members of the monitoring body or members of the monitoring board of the broadcasting society, as well as to the general or special managers appointed in accordance with article 270 of Act No. 19,550 of commercial companies (t. 1984) and their amendments;
II. Human or legal persons who have control or have significant participation, as determined by the National Securities Commission, in the social capital of the broadcasting society or in the capital of its controlling society;
III. To another society that is under the common control of the same controller;
IV. To the ascendants, descendants, spouses or brothers of any of the human persons mentioned in paragraphs I and II above;
V. To societies in which any of the persons referred to in paragraphs I to IV above directly or indirectly possess significant participations. Whenever any of the above cases are not set up, a society controlled by the broadcasting society will not be considered a “related party” for the purposes of this article;
(b) It will be understood that an act or contract is for a “relevant amount” when the amount of the same exceeds one percent (1%) of the social heritage measured according to the last approved balance.
The directory or any of its members will require the audit committee a ruling on whether the conditions of the operation can reasonably be considered appropriate to the normal and normal conditions of the market. The audit committee must be delivered within five (5) working days.
Without prejudice to the consultation with the audit committee, the company may resolve with the report of two (2) independent evaluators, which must have been issued on the same point and on the other conditions of the operation. ARTICLE 73. -
Procedure. The acts or contracts referred to in the previous article, immediately after having been approved by the directory, shall be informed in accordance with article 99 (a) of the present law with an indication of the existence of the audit committee pronouncements or, where appropriate, of independent evaluative firms.
The directory shall make available to shareholders the report of the audit committee or the reports of independent evaluators, as appropriate, at the social headquarters of the company the next working day that the relevant resolution of the directory has been adopted, and the shareholders must be informed in the respective market newsletter.
In the event of corresponding, the controller or the related person who is a counterpart of the operation shall make available to the directory prior to the approval of the operation, all backgrounds, reports, documents and communications relating to the operation submitted to competent foreign supervisors or regulators or to foreign stock exchanges.
In the directory record that approves the operation, the meaning of each director's vote must be recorded.
The operation shall be subject to prior approval of the assembly when the conditions provided for have not been reasonably qualified by the audit committee or by both evaluative firms. ARTICLE 74. -
Probatory charge in litigation. In the event that a shareholder claims compensation for damages caused by an infringement of the previous article, it shall be incumbent upon the respondent to prove that the act or contract was adjusted to market conditions or that the conditions of the operation did not harm the society. Such an investment of the evidentiary burden shall not apply when the operation was approved by the directory with the favorable opinion of the audit committee or of the two (2) evaluative signatures or has been approved by the ordinary assembly without the decisive vote of the shareholder regarding which the condition of a related party is set or has interest in the act or contract in question. ARTICLE 75. -
Directors' remuneration. Corporations authorized to make public tenders of their actions may reward their directors with executive or technical-administrative functions, as well as managers, with options for purchasing shares of the company itself, complying with the procedures and requirements established by the National Securities Commission for this purpose. In these cases, the assembly shall set the price of the options and actions to which they are entitled and the value to be computed for the purposes of the remuneration for the purposes of the limits of article 261 of Law 19,550 of commercial companies (t. 1984) and their modifications. Unless otherwise provided by the statute, society may hire a liability insurance for its directors for the coverage of risks inherent in the exercise of its functions. ARTICLE 76. -
Actions of responsibility. In societies that make public supply of their shares, the action of liability provided for in article 276 of Law 19,550 of commercial companies (t. 1984) and their modifications, when it is appropriate to be exercised by individual shareholders, may be exercised to claim for the benefit of the society the restitution of the total damage suffered by it or to claim the restitution of the partial damage suffered indirectly by the shareholder in the case.
Where the defendant for liability has been for the total amount of damage alleged to have been suffered by the company, he may choose to settle for payment to the claimant shareholders of the compensation of the indirect injury that is determined as suffered by those in proportion to their shareholding. ARTICLE 77. -
Allocation of functions. In societies that make public supply of their actions, the allocation of specific functions provided for in the second paragraph of Article 274 of Law 19,550 of commercial companies (T. 1984) and their modifications, in addition to registering in the Public Registry of Commerce, must communicate to the market in which he listened the actions. ARTICLE 78. -
Loyalty of directors. In societies that make public offerings of their actions, they will be particularly understood in the duty of loyalty with which the directors must act:
(a) Prohibition of the use of social assets and the use of any confidential information, for private purposes;
(b) The prohibition of using or allowing another to take advantage, either by action or by default, of the business opportunities of society;
(c) The obligation to exercise its powers only for the purposes for which the law, statute, assembly or directory has been granted;
(d) The obligation to ensure scrupulously that their actions never involve conflict of interests, directly or indirectly, with those of society.
In the event of doubt about the performance of the duty of loyalty, the burden of proof rests with the director. ARTICLE 79. -
Auditing Commission. In the societies covered by the public supply regime for negotiable debt stocks or securities, the entire membership of the Fiscal Commission must be independent.
Corporations that make public tenders and have constituted an Audit Committee may dispens from the Fiscal Commission. In this case, the members of the committee shall have the powers and duties provided by article 294 of the General Society Act 19.550, t.o. 1984 and its amendments.
The decision to eliminate the Fiscal Commission corresponds to the extraordinary assembly of shareholders who, in the first or second call, must have the presence, at least, of shareholders representing seventy-five percent (75%) of shares entitled to vote. Resolutions in all cases will be taken by the favorable vote of seventy-five percent (75%) of the actions entitled to vote, without applying the plurality of vote.
In the event of dispensing with the Fiscalizing Commission, all members of the Audit Committee shall meet the requirements of suitability and experience, as well as the regime of inability and incompatibility, required for the syndicates in articles 285 and 286, and concordant, of the General Law of Societies 19,550, t.o. 1984 and its modifications, the responsibilities provided for in article 294 apply. (Article replaced by art. 65 of the Act No. 27.440 B.O. 11/5/2018)
PART III ARTICLE 80. -
Public offer of negotiable securities and other financial instruments
Schools. The National Securities Commission will be the authority for the implementation and authorization of the public offer of negotiable values throughout the Argentine Republic.
The above-mentioned agency may, where it deems, provide the prequalification of public tender authorization of the negotiable values at the beginning of the process, by the stock exchanges and markets, which shall be subject to the formalities and requirements that the agency is required for this purpose. ARTICLE 81. -
Regulatory schools. The National Securities Commission may establish differentiated regimes of public tender authorization according to the objective or subjective characteristics of the issuers and/or the recipients of the offers, the limited number of these, the sender's home of constitution, the minimum amounts of the emissions and/or the placements, the nature, origin and/or species of the negotiable values, or any other particularity that reasonably warrants it.
Any negotiation of instruments which, at the discretion of the National Securities Commission, includes characteristics similar to the public offer defined in this Act shall be considered as such and shall be subject to the rules of the National Securities Commission. ARTICLE 82.
— Object and subjects of public supply. Negotiable securities issued or grouped in series may be subject to public tenders that, because they have the same characteristics and grant the same rights within their class are offered in a generic manner and are individualized at the time of the respective contract and all those financial instruments authorized by the National Securities Commission.
Public tenders of negotiable values or other financial instruments may be made by the issuing entities and the registered agents authorized for this purpose by the National Securities Commission.
The said agency may issue rules by establishing and regulating specific assumptions that an offer of negotiable values is not a public but private offer, for which it may take into consideration the means and mechanisms of dissemination, offer and distribution and the number and type of investors to which the offer is intended. (Article 66 of the Act No. 27.440 B.O. 11/5/2018)
ARTICLE 83. -
Values issued by public entities. The public offer of negotiable values issued by the Nation, the provinces, the Autonomous City of Buenos Aires, the municipalities, the indigenous entities, as well as by the multilateral credit agencies of which the Argentine Republic is a member is not covered by this law.
It is considered public tender subject to the provisions of this law, the negotiation of the tradeable values cited when the same is carried out by a private human or legal person, under the conditions set out in article 2 of this Act.
The public supply of negotiable securities issued by foreign States, their political divisions and other entities of a foreign State in the territory of the Argentine Republic shall be authorized by the national executive branch, with the exception of the emissions of the national States of the member countries of the Common Market of the South (Mercosur), which shall have automatic public supply on a reciprocity basis. (Article 67 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 84. -
Authorization procedure. The National Securities Commission must resolve the request for authorization to make public tenders within thirty (30) working days from the time that all documentation is gathered to the satisfaction of the National Securities Commission and no new requests or comments are made.
When the deadline had not been issued, the interested party may soon require dispatch. At 15 (15) working days of the submission of this request if the National Securities Commission had not pronounced, the authorization is deemed to have been granted, unless it extends the time limit by means of a well-founded resolution. Such extension may not exceed fifteen (15) working days from the date on which it is available. This new period of time is due to be granted.
The authorization to make public tenders of certain amount of negotiable values, contracts, term, futures or options of any nature or other financial instruments does not matter authorization for the offer of others issued by the same issuer, even if they have the same characteristics.
The refusal may not be based on reasons of opportunity, merit or convenience. (Article 68 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 85. - (Article repealed by art. 69 of the Act No. 27.440 B.O. 11/5/2018)
CHAPTER II ARTICLE 86. -
Public procurement offer
Scope and procedure. Any public tender for the acquisition of actions entitled to vote by a society whose actions are admitted to the public tender regime, whether voluntary or compulsory in accordance with the provisions of the following articles shall be carried out in the terms of this law and the regulations issued by the National Securities Commission for this purpose, the rules of transparency and the principles of protection of the investor public in the public supply regime apply.
The mandatory public procurement offers provided for in articles 87, 91 and 98 of this Act shall (i) also include the holders of subscription rights or options on shares, of convertible debt securities or other similar negotiable values which, directly or indirectly, may give the right to subscription, acquisition or conversion to shares entitled to vote; and (ii) shall be effected by the totality of actions entitled to vote and other negotiable values issued.
The procedure established by the National Securities Commission shall ensure and provide for:
(a) Equal treatment between shareholders both in economic and financial conditions and in any other condition of acquisition for all actions, titles or rights of the same category or class;
(b) Compliance with the provisions on fair price, in accordance with the provisions of article 88 of this Act;
(c) Reasonable and sufficient time for supply recipients to have the appropriate time to make a decision on the same, as well as the mode of computing of such time periods;
(d) The obligation to provide the investor with detailed information to enable him to make his decision by counting on the necessary data and elements and with full knowledge of cause;
(e) The irrevocability of supply;
(f) The establishment of guarantees for the fulfilment of the obligations arising from the offer;
(g) The regulation of the duties of the administration body - which is in function at the time of the announcement of the offer - to provide, in the interest of the society and of all the holders of negotiable values subject to the offer, their opinion on the offer and on the prices or the contractions offered, which must be founded and accompanied by one (1) or more independent valuation reports;
(h) The regime of potential competing offers;
(i) The rules on withdrawal or review of the offer, assessment, revocation of acceptances, rules of best price offered and minimum supply period, among others;
(j) Information to be included in the documentation to include an offer request document and a notice and prospect thereof; (k) The rules on advertising of the offer and related documents issued by the offeror and the administrators of the society;
(l) For cases of tradeable securities exchange offers, the regulation of financial and accounting information of the issuer of the negotiable securities offered in exchange to be included in the offer prospect;
(m) The validity of the principle that the body of administration of the society is vedated to hinder the normal development of the offer, unless it is the search for alternative offers or has received prior authorization to that effect of the extraordinary assembly of shareholders during the period of validity of the offer;
(n) That society should not be hindered by the fact that its negotiable values are the subject of an offer for longer than reasonable;
(o) Exceptions applicable to such a procedure. (Article replaced by art. 70 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 87. -
Takes and Participation of Control.
I. Control. It shall be obliged to make a public procurement offer at an equitable price, which shall be established in accordance with the terms of article 88 of the present law, who, individually or through concerted action in accordance with the term defined in the present law, has effectively reached a control participation of a society whose actions are admitted to the public supply regime.
II. Involvement of control, For the purposes of this chapter, it is understood that a person has, individually or in concert with others, a participation of control when:
(i) Reach, directly or indirectly, a percentage of voting rights equal to or above 50 per cent (50 per cent) of the society, being excluded from the computing basis from actions that, directly or indirectly, belong to the affected society; or
(ii) has reached a share of less than fifty per cent (50 per cent) of voting rights of a society but act as a controler, as defined in this law.
III. Presentation time. The offer will be presented to the National Securities Commission as soon as possible and as maximum within one (1) month of the closing of the control participation. (Article 71 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 88. -
I. Equitable price on offers per control. The fair price of mandatory public procurement offers per take-over must be the largest of the following:
(a) The highest price that the offeror or persons acting in concert with him had paid or agreed on by the negotiable values subject to the offer during the twelve (12) months prior to the date of the beginning of the period during which the public procurement offer should be made; and
(b) The average price of the tradeable values subject to the offer during the semester immediately prior to the date of announcement of the operation by which the change in the participation of control is agreed, regardless of the number of sessions in which they were negotiated.
In relation to the previous subparagraph (a) the acquisitions of a non-significant volume shall not be considered in relative terms, provided that they have been made at a quote price, in which case they shall be at the highest price or paid by the remaining acquisitions in the reference period.
The price referred to in subparagraph (b) of this paragraph shall not be applicable in public procurement offers, where the percentage of shares listed in a market authorized by the National Securities Commission represents at least twenty-five per cent (25 per cent) of the social capital of the issuer and the liquidity conditions determined by the agency in its regulation are met.
II. Equitable price in other cases of mandatory offers. In the case of mandatory public procurement offers under articles 91 and 98, the following price criteria shall be provided:
(a) The highest price that the offeror or persons acting in concert with him would have paid or agreed on by the negotiable values subject to the offer during the twelve (12) months prior to the intimation provided for in article 91 (a) or the unilateral declaration provided for in article 91 (b) or a request for withdrawal agreement in the case of article 98 of this Act;
(b) The average price of the negotiable values subject to the offer during the immediate preceding semester prior to the intimation provided for in article 91 (a) or the unilateral declaration provided for in article 91 (b) or a request for withdrawal agreement in the case of article 98 of the present law or from the date on which the offer is appropriate;
(c) The property value of the shares, considering for the purposes of article 98 of this Act a special balance of withdrawal of contributions;
(d) The value of the company valued according to criteria for inflows of discounted funds and/or indicators applicable to comparable companies or businesses; and
(e) The liquidation value of society.
It is stated that the fair price in no case may be less than the largest price indicated in subparagraphs (a) and (b) of this subparagraph.
In cases where the mandatory public procurement offer should be formulated without the prior acquisition by the offeror, the fair price may not be less than that calculated according to the valuation methods contained in subparagraph (b) of this paragraph, the previous price adjustment rules are applicable in the appropriate cases.
III. Equitable price integration. For the purpose of determining the fair price, the offeror shall include the full amount of the contracting that in each case has paid or agreed to pay the offeror, applying, as a mere statement, the following rules:
(a) In the event that the sale was executed of a right of option of purchase or sale or of other derivatives, the premium paid under such options and derivatives will be added at the price of the sale, applying the highest price of the premium paid;
(b) When the acquisition of the values has been made through a exchange or conversion, the price will be calculated as the weighted average of the market prices of the indicated values on the date of acquisition;
(c) When the purchase includes any additional compensation to the price paid or agreed upon or when a different payment has been agreed, the price of the offer may not be less than the highest amount that may result, including the amount corresponding to such compensation or the deferred payment.
IV. Assessment report. The offerer shall submit, in the terms of the regulation of the National Securities Commission, a report on the methods and criteria applied to determine the fair price.
These criteria shall be taken into account in a joint or separate manner and on the basis of their respective relevance at the time when the offer is formulated and in a duly based manner on the prospect of the offer, in all cases having the approval of the governing and supervisory bodies and of the Audit Committee of the offerer, if any, and with the opinion of the seller shareholders with respect to subparagraph III (c). Integration of the Equitable Price.
V. Objection of the price. The National Securities Commission may, within the time limit established by the regulation issued by the agency, object to the price offered in accordance with the provisions of the preceding paragraphs when any of the following circumstances occurred:
(a) That the negotiation of the negotiable values of the society affected in the reference period has been affected by the payment of a dividend, a corporate operation or an extraordinary event that allows an objective correction of the price;
(b) That the negotiation of the values of the society affected in the reference period presents reasonable indications of manipulation, which motivate the initiation of an investigation and/or summary procedure by the National Securities Commission;
(c) That the acquisitions of the reference period include any additional compensation to the paid or agreed price, in which case the price of the offer may not be less than the higher price resulting from the inclusion of the amount corresponding to that compensation.
The National Securities Commission may, in the event of compliance with the conditions laid down in its regulation and upon the well-founded request of the offender, except in the mandatory public procurement offers, the application of subparagraphs I (b) and II) of this article when the affected society is demonstrable in serious financial difficulties according to the effective evaluation mechanisms arising from the regulation that the agency dictates for such purposes.
The National Securities Commission should take particular account of the decision-making process that set the price of the offer, in particular the previous information and basis of that decision, as well as the fact that the opinion of an independent specialized evaluator has been requested for such a decision and the favourable opinion of the Audit Committee and the governing and oversight bodies of the supply-sided negotiable values is available. The National Securities Commission shall issue a procedure to be applied in cases where the agency objects to the price, which shall include the manner in which the offender may challenge the objection of that commission.
Public offers of compulsory procurement may not be launched until the objections that the National Securities Commission may have regarding the price offered in the terms of this article and other aspects of the documentation submitted are resolved.
The lack of an objection to the price by the National Securities Commission, within the period established by the regulation, does not prejudice the right of shareholders to challenge at the arbitral headquarters or the price offered. For the challenge of the price by shareholders, the provisions of article 96 of this law shall be set out.
VI. Price on public offers of voluntary acquisition. In public offers of voluntary procurement, the offeror may set the price at his discretion without applying the rules set out in this article and in article 98 of this law relating to fair price. Without prejudice to this, the offender must comply with all other obligations set out in this Act and the regulations issued by the National Securities Commission. (Article replaced by art. 72 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 89. -
Non-compliance. In the event of non-compliance with the formulation of a public supply of compulsory procurement, the National Securities Commission shall, subject to an obligation to comply with the provisions of this chapter, dispose of the auction of the acquired shares, without prejudice to the other sanctions that may correspond, additionally providing that the National Securities Commission may decide that the persons who fail to make a public procurement offer do not exercise the political rights derived from the acquisition.
It will be understood that it does not comply with the obligation to make a public procurement offer which (1) does not submit it within the maximum period established, (2) the present with manifest irregularities in accordance with the criteria contained in the regulation of the said agency; (3) the present is not within the maximum period established; and/or (4) does not specify it within the time limit established by the National Securities Commission since the public procurement offer is mandatory. (Article 73 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 90. -
Universal scope. The public procurement regime regulated in this chapter includes all companies authorized by the National Securities Commission as broadcasters in the public supply regime. (Article 74 of the Act No. 27.440 B.O. 11/5/2018)
CHAPTER III ARTICLE 91. -
Residual participatory system
Supposed. The provisions of this chapter apply to all companies whose shares are authorized by the public offer granted by the National Securities Commission.
When an anonymous company is controlled almost entirely:
(a) Any minority shareholder may, at any time, intimate the controlling person to make an offer of purchase to all minority shareholders at an equitable price under article 88, paragraph II, of this Act;
(b) Within six (6) months of the date of almost total control of another person, the latter may issue a unilateral declaration of will to acquire the entire remaining social capital with third parties. (Article replaced by art. 75 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 92. -
Almost total control. For the purposes of the present chapter:
(a) It is understood that every anonymous company is under almost total control with respect to which another human or legal person, either directly or through another or other societies in turn controlled by it, is holder of ninety-five percent (95%) or more of the subscribed capital;
(b) It shall be taken as a date on which an anonymous company has been under almost total control of another person on the day the act of transmission of the ownership of the actions with which the percentage established in the preceding paragraph is reached;
(c) Minority shareholders are defined as shareholders of any kind or class, as well as holders of all other titles convertible to actions other than the person or controlling persons;
(d) The legitimization to exercise the right attributed to minority shareholders only corresponds to those who credit the ownership of their shares or their other titles to the date on which society was under almost total control; legitimization is transmitted only to successors in a universal capacity;
(e) The society or controlling person and the controlled society shall communicate to the National Securities Commission and to the market where the controlled society lists its actions the fact of being in almost total control, within the time and conditions that are set by regulation. Without prejudice to any other sanctions that may be appropriate, the right set forth in article 94 of the present law shall not be used until the fulfilment of the preceding communications. The existence of almost total control may be found by the National Securities Commission at the request of minority shareholders. If such a situation is found, the agency shall notify the minority shareholders by the means it deems appropriate, and the latter shall thereafter be entitled to exercise their right under the following article.
The provisions of this chapter are also applicable to the assumption of almost total exercise of control shared or concluded between two (2) or more entities, or between an entity and other human or legal persons, even if they are not part of the same group or are linked to one another, provided that the exercise of such common control has characteristics of stability and thus declares it, assuming joint responsibility among them all. ARTICLE 93. -
Right of minority shareholders. Intimate the controlling person to make the entire minority shareholders a purchase offer, if the controlling person agrees to make the offer, he or she may choose to make a public procurement offer or to use the method of the procurement declaration regulated in this chapter.
In the event that the controlling person is an anonymous company with negotiation of their actions and these shares have a public offer in the markets of the country or abroad authorized by the National Securities Commission, the controlling society, in addition to the cash supply, may offer to the entire minority shareholders of the society under almost total control that they choose to exchange their shares for the actions of the controlling society. The controlling society should propose the exchange relationship on the basis of balances made according to the established rules for the merger balances. The exchange relationship should also be supported by the opinion of one (1) or more independent evaluators specialized in the matter. The National Securities Commission shall regulate the requirements for minority shareholders to exercise the option.
After sixty (60) working days from the intimation to the controlling person without the person making a public tender for the acquisition of shares or the declaration of acquisition, the shareholder may claim that his actions have been acquired by the controlling person and that the competent court or arbitral tribunal shall set the fair price in money of his actions, in accordance with the criteria of article 88, paragraph II, of this law, and that the person is sentenced to pay it.
In any of the cases provided for in this article, including for all purposes set out in the preceding paragraph, or to challenge the price or the exchange rate, they shall govern the procedural rules set out in article 96 of this law, whether the dispute is dealt with at the judicial or arbitral headquarters. (Article 76 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 94. -
Declaration of will to acquire the entire remaining capital. The unilateral declaration of the will to acquire the totality of the social capital remaining in the possession of third parties referred to in article 91 (b) of this law, called the declaration of acquisition, shall be decided by the organ of administration of the legal person controlling or made in a public instrument in the case of human persons. It is a condition of validity of the declaration, that the acquisition includes all the actions in circulation, as well as all other titles convertible into actions that are held by third parties.
The declaration of acquisition shall contain the setting of the fair price, in the terms of article 88, paragraph II, of the present law that the controlling person shall pay for each action remaining in the possession of third parties. In your case, it will also contain the fixing of the fair price that will be paid for each title convertible to shares. The determination of fair price shall be set out in article 98 (d) of this Act. If the controlling person is an anonymous company with negotiation of its actions and other conditions set out in the second paragraph of Article 93 of this Law, it may offer the minority shareholders the option of exchange of shares there provided, under the same conditions established there.
Within five (5) working days from the issuance of the declaration, the controlling person shall notify the company under almost total control of the declaration of acquisition and submit the request for the withdrawal of the public offer to the National Securities Commission and to the markets in which their actions are listed.
The declaration of acquisition, the fixed value and the other conditions, including the name and address of the financial entity referred to in the following paragraph, shall be published for three (3) days in the Official Gazette of the market where the actions are heard, in the Official Gazette of the Argentine Republic and in one (1) of the most popular newspapers in the Argentine Republic. Publications must be immediate according to the frequency of each media.
Within five (5) working days from the agreement of the National Securities Commission, the controlling person is obliged to deposit the amount corresponding to the total value of the shares and other convertible securities covered by the declaration of acquisition, in an account that is particularly open to the effect in a financial entity in which it is admitted that the Fund for Sustainability Guarantee of the Argentine Integrated Previsional System may make investments in the form of fixed deposits. In the case of exchange offers, the representative titles of the actions accepted in exchange by the minority shareholders who had expressed their will in that regard should be deposited in the accounts of the entities authorized by the National Securities Commission. The deposit must be accompanied by a list of minority shareholders and, where appropriate, of the holders of the other convertible titles, with an indication of their personal data and the amount of shares and amounts and, if any, of exchange shares that correspond to each one. The National Securities Commission shall have the means to have updated and available to the public, the list of financial entities admitted for the purposes of the deposit. (Article replaced by art. 77 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 95. -
Effects of the declaration of acquisition and the provision of funds. After the last publication and inscribed in the Public Registry of Commerce the authorization of the National Securities Commission, and once the deposit is made, the declaration of acquisition will be elevated by the person controlling to public writing, in which it will be recorded:
(a) The statement of the controlling person that, by that act, it acquires all shares belonging to the minority shareholders and, as appropriate, all other convertible titles belonging to third parties, as well as the reference to the resolution of the administration body that decided to issue the declaration of acquisition, to correspond;
(b) The price for action and the price for each other convertible title;
(c) Deposit data, including date, financial entity and account;
(d) Data from publications;
(e) The registration data of the controlled society;
(f) The data of the conformity of the National Securities Commission and the record that the society withdraws from the public offer of its actions.
Public writing containing this declaration must be registered in the Public Registry of Commerce and presented to the National Securities Commission and to the market where the company listed its actions.
Public writing makes the controlling person fully entitled to convertible actions and titles. The controlled society will cancel the previous titles and issue new titles to the order of the controller, registering the change of ownership in the shareholders' registration or in the registration of scriptural actions, as appropriate.
The declaration of acquisition shall import, in itself, and in full law, the withdrawal of public tender from the date of public writing.
With regard to societies under almost total control that have been the subject of the declaration of acquisition as set forth in this article, it shall not govern the provisions of article 94, paragraph 8, of Act No. 19,550 of commercial companies (t. 1984) and their modifications.
Since the date of accreditation of the deposit referred to in the last paragraph of Article 94 of this Law, the minority shareholders and, where appropriate, the holders of the other convertible securities shall have the right to withdraw from the bank account the funds corresponding to them, with more interest that have increased the respective amounts. The voluntary withdrawal of funds will import acceptance of the fair price assigned by the controlling person to shares and other convertible titles. ARTICLE 96. -
Impugnation of fair price. Within three (3) months of the date of the last publication referred to in the last paragraph of Article 94 of this Law, any minority shareholder and, if any, any holder of any other convertible title may challenge the value assigned to convertible shares or titles or, if any, the proposed exchange relationship, claiming that the assigned by the controlling person is not an equitable price.
In the case of mandatory public procurement offers provided for in Articles 87, 91 and 98 of this Law, minority shareholders may object to the price from the announcement of the offer and presentation of the request for withdrawal and to the time limit of objection to be made by the National Securities Commission in accordance with the regulations issued for this purpose.
After the deadlines indicated here, which will give rise to expiry, the published valuation of the minority shareholder that has not contested will be signed. Identic expiration applies to the holder of convertible titles that has not contested.
The process of the challenge does not alter the transmission of the full right of the actions and of the convertible titles in favor of the controlling person, except in the case of the offers set out in articles 87, 91 and 98 of this law, which cannot be realized until the prior authorization of the National Securities Commission is obtained. During the process of the challenge, all rights relating to the actions and to the convertible, property or non-patrimonial titles correspond to the controlling person.
The challenge may be made before the arbitral tribunal of the market in which the company has negotiated or before the ordinary courts with jurisdiction in the commercial field of the domicile of the society. The full challenge of minority shareholders and, where appropriate, the holders of other convertible titles shall be accumulated for their proceedings before the same court. The proceedings of the challenge shall be suspended until the expiry period referred to in the first paragraph of this article has expired, or until the totality of the legitimized persons have initiated the challenge action.
To this end, all shareholders or holders of other convertible titles who have not voluntarily withdrawn the funds from the account to which reference is made in the last paragraph of Article 95 of this Law shall be deemed to be entitled.
From the challenge, which can only refer to the valuation given to the actions and, if any, to the other convertible titles, as well as to the relation of redemption, if any, will be transferred to the controlling person for the period of ten (10) working days. The tests must be offered with the initial writing and with the answer of the same. The arbitral tribunal or the judge, as appropriate, shall appoint the taxpayers in the number that it deems to correspond to the case and, after a further transfer for five (5) working days, shall issue a judgement setting the final fair price within the period of fifteen (15) working days. The judgement is appealable and the appeal must be properly substantiated within 10 working days. The transfer shall be carried out for the same time, and the court of appeal shall be settled within twenty (20) working days.
The fees of lawyers and experts shall be set by the arbitral or judicial tribunal, as appropriate, in accordance with the scale applicable to the incidents. Each party will bear the fees of their lawyers and experts on the part or technical consultants. The fees of experts appointed by the court or arbitral tribunal shall always be charged by the controlling person except that the difference between the fair price sought by the contestant exceeds by thirty per cent (30 per cent) the offered by the controller, in which case the provisions of the first paragraph of article 154 of the General Law of Societies 19,550 t.o. 1,984 and its amendments shall apply.
In the event of the five (5) working days, after the final judgement has acquired the authority of a judge, the controlling person shall deposit in the account specified in the last paragraph of Article 95 of this Law the amount of the price differences determined. The mora in the discharge of the deposit shall accrue to the control person a punitory interest equal to once and a half the rate that governs in the commercial courts of the jurisdiction corresponding to the domicile of the society. If the mora exceeds the thirty (30) days run, any shareholder will be entitled to declare the expiry of the sale of its titles. In such a case, the controlling person must return the ownership of the shareholder ' s shares and other shareholder ' s rights to his former state, in addition to his liability for damages caused.
Minority shareholders and, where appropriate, holders of other convertible securities may withdraw the funds corresponding to their convertible shares or securities from the date of the accreditation of the latter deposit, with more interest that the respective amounts have increased. (Article replaced by art. 78 of the Act No. 27.440 B.O. 11/5/2018)
CHAPTER IV ARTICLE 97. -
Withdrawal of public supply
Voluntary withdrawal from the public supply regime. When a company, whose actions are admitted to the public supply regimes agrees to its voluntary withdrawal, it must follow the procedure established by the National Securities Commission, and it must, in addition, promote mandatory public procurement of its shares, subscription rights, convertible obligations to shares or options on shares in the terms provided for in the following article.
The acquisition of the own actions shall be made with profits made and liquid or with free reserves, when they are fully integrated, and for their amortization or their disposal within the time limit of article 221 of the General Law of Societies 19,550 t.o. 1984 and its modifications, leaving the society to accredit to the National Securities Commission that has the necessary liquidity and that the payment of the actions does not affect its solvency. If such extremes are not accredited, and in the case of corporate control, the obligation herein shall be carried out by the controlling society, which shall be credited to the same extremes. (Article 79 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 98. -
Conditions. The public supply of compulsory procurement under the preceding article shall be subject to the following conditions:
(a) It shall extend to all convertible obligations into shares and other negotiable values that are entitled to subscription or acquisition;
(b) It will not be necessary to extend the offer to those who have voted in favour of withdrawal in the assembly, who will have to immobilize their values until the time limit for acceptance determined by the regulation is passed;
(c) The explanatory prospect of the public procurement offer will clearly express such circumstances and identify the negotiable values that have been immobilized, as well as the identity of its holders; and
(d) To comply with the rules of determination, information and objection and other provisions of the fair price as set out in article 88 and other applicable articles of this law. (Article replaced by art. 80 of the Act No. 27.440 B.O. 11/5/2018)
CHAPTER V ARTICLE 99. -
General Information Regime.
I. General information system. The persons referred to in this article shall inform the National Securities Commission in a direct, credible, sufficient and timely manner, with the formalities and periodicity provided for in the following facts and circumstances, without prejudice to any other statutory provisions:
(a) The administrators of registered entities that make public offers of negotiable values and the members of their oversight body, the latter in terms of their competence, about any fact or situation that is of relevance to substantially affect the placement of negotiable values or the course of their negotiation. This obligation governs from the time of submission of the request to make public tenders of negotiable values and must be brought to the attention of the National Securities Commission immediately. The administrative body, with the intervention of the oversight body, shall designate one (1) person to act as responsible for market relations in order to carry out the communication and dissemination of the information mentioned in this paragraph, giving account of the aforementioned designation to the National Securities Commission and the respective market and without the release of responsibility to the persons mentioned above regarding the obligations established;
(b) Agents authorized to act in the field of public supply, about any fact or uncommon situation that, because of its importance, is suitable to affect the development of their business, responsibility or decisions on investments;
(c) Directors, administrators, trustees, managers appointed in accordance with article 270 of the General Society Act, 19.550, t. o. 1984 and its modifications, and members of the monitoring council, holders and alternates, as well as shareholders controlling broadcasting entities that make public supply of their negotiable values, about the amount and classes of shares, representative debt titles convertible to shares and options of purchase or sale of both species of negotiable values that possess from the entity to which they are linked;
(d) Members of the qualification board, directors, administrators, managers, trustees or members of the monitoring board, holders and alternates, of risk rating agents, on the quantity and classes of shares, debt representative titles or options for the purchase or sale of shares that possess from companies authorized to make public tender of their negotiable values;
(e) The directors and officials of the National Securities Commission, of the markets, compensatory chambers, registration entities and of the other registered agents, on the quantity and classes of shares, representative titles of debt and options for the purchase or sale of shares owned by companies authorized to make public tender of their negotiable values;
(j) Any human or legal person who, directly or through other human or legal persons, or all persons belonging to any group acting in a concerted manner, acquires or disposes of actions of a society that makes public supply of negotiable values in such amount that implies a change in the holdings that make up the or the control groups affect its conformation, with respect to such operation or set of operations carried out in a concerted manner without prejudice, as appropriate,
(g) Any human or legal person not covered by the operation of the preceding paragraph which, directly or through other human or legal persons, or all persons belonging to any group acting in a concerted manner, acquires or disposes by any means of actions of a station whose capital is covered by the public supply regime and which shall grant five per cent (5%) or more of the votes that may be issued for the purpose of the formation of the public service.
(h) Any human or legal person who concludes covenants or agreements of shareholders whose purpose is to exercise the right to vote in a society whose actions are admitted to the public offer or in the society that controls it, whatever form, including, in a merely declaratory form, covenants that create the obligation of prior consultation to exercise the vote, limit the transfer of the corresponding shares or of negotiable values, attribute the rights of purchase or of their prescription of the same The same obligation to report shall, when they are part of or are aware of such covenants, the directors, administrators, trustees and members of the monitoring council, as well as the shareholders controlling such companies regarding the conclusion or implementation of such agreements. Such agreements or agreements shall be submitted to the National Securities Commission. Compliance with the notification and submission of these covenants or agreements to the said body does not imply recognition of their validity. In case of non-compliance with the reporting obligation, the covenants or conventions shall have no value.
II. Scope of the Information Obligation. In the cases referred to in subparagraphs (c), (d) and (e) of this article, the scope of the reporting obligation shall be achieved both in respect of the possessions of its property and in the direct or indirect administration of such societies and of controlling, controlled or linked societies.
The duty to report shall be maintained during the end of the period for which they are appointed and in the case of persons covered by subparagraphs (c), (d) and (e) of this article for the six (6) months following the effective cessation of their functions.
The statements made by the persons set forth above before the National Securities Commission shall, for the purposes of this Act, have the effect of affidavit. (Article 81 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 100. -
Market information system. Subjects referred to in subparagraphs (a), (b), (c), (f), (g) and (h) of the preceding article shall address similar communications simultaneously, except as provided in the following paragraph, to those markets where authorized agents or such negotiable values are authorized. Markets should immediately publish communications received in their newsletters or in any other means that ensures their wide dissemination.
In the case of negotiable values that are not negotiable in the markets, the communication is understood to be complied with by the advertising carried out in a (1) daily of wide national circulation.
SECTION II ARTICLE 101. -
Exceptions to the general information system. The National Securities Commission shall establish the conditions under which, at the request of a party, a well-founded resolution and for a given period, the obligation to inform the public of certain facts and backgrounds included in article 99 (a), (b) and (h) that are not of public knowledge and whose disclosure may affect the social interest. The provision referred to in subparagraph (h) of the above-mentioned article may be for an undetermined time when it comes to aspects that the National Securities Commission considers to be related to agreements that affect only the private interests of the parties. ARTICLE 102. -
Standby duty. Directors, administrators, managers, trustees, members of the monitoring board, controlling shareholders and intervening professionals of any entity authorized to bid public on negotiable values or person making a public tender of acquisition or exchange of securities in respect of an entity authorized to negotiate the public offer and the agents, in accordance with the appropriate category and, in general, any person who, on the basis of his or her position or activity, has information on a strictly non-disclosing basis.
The same reserve should be kept by public officials and those managers, officials and employees of risk rating agents and public or private control agencies, including the National Securities Commission, markets and collective deposit agents and anyone else who has access to similar information because of their tasks.
The duty of reserve extends to all persons who, by temporary or accidental relationship with the society or with the above-mentioned subjects, may have accessed the information described therein and also to the subordinates and third parties who by the nature of their functions have had access to the information. ARTICLE 103. -
Collaborative duty. Any person subject to an investigation procedure must provide the National Securities Commission with the information required by it. Reluctant and repeated conduct in the contrary observed during the proceedings may constitute one of the elements of corroborating conviction of the other existing to decide the opening of the summary and its subsequent final resolution. The person under investigation must have been previously notified in a personal way or by another means of a fruitful notification, which is issued to his or her actual home or constituted, informing him of the effect that can be attributed to the lack or reluctance in the duty of information imposed by this article.
SECTION III ARTICLE 104. -
External auditors. The accounting states of companies that make public tender of their negotiable values, which close from the date that the National Securities Commission determines, may only be audited by accountants who have previously submitted an affidavit informing the penalties for which they have been paid are of a criminal, administrative or professional nature, except those of professional order that have been qualified as private by the acting professional council. This information should be kept up-to-date by stakeholders and accessible to the public through the procedures to be determined by the National Securities Commission by regulation. The falseness or omission of this information or its updates will be considered a serious fault. ARTICLE 105. -
Designation of the external auditor. The ordinary assembly of shareholders, on the occasion of the approval of the accounting states, shall designate to perform the external audit functions corresponding to the new exercise to independent registered public accountants according to the criteria established by the National Securities Commission by regulation. The assembly will revoke the order when a justified case occurs. Where the designation or its revocation is decided upon at the proposal of the governing body, the audit committee ' s prior opinion should be provided.
In the event of a small and medium-sized enterprise defined in this way in accordance with the regulations of the National Securities Commission, which does not have an Audit Committee, the previous opinion of the oversight body should be required. (Article 82 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 106. -
Control over external auditors. The National Securities Commission will monitor the activity and ensure the independence of the external auditors and professional associations of external auditors of those entities that make public offer of their negotiable values and of the other participants in the capital market subject to their control, without prejudice to the competence of the professional councils regarding the monitoring of the professional performance of their members. (Article 83 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 107. -
Sanctions information system. The Professional Councils of Economic Sciences shall report to the National Securities Commission immediately on the penalties applied to the public accountants of their registration that perform audit functions related to the accounting states of persons under the control of the National Securities Commission. (Article 84 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 108. -
Colleges for the Controller of External Auditors. In order to fulfil its functions, the National Securities Commission shall have the following powers:
(a) Carrying a record of external auditors and associations of professional auditors auditing the accounting states of the entities subject to their control;
(b) Establish the audit and review requirements to be met by external auditors;
(c) Establish the standards of quality control and independence criteria to be followed and respected by external auditors and associations of university professionals from external auditors;
(d) Organize a system of monitoring the quality control of external audits of entities that make public supply of their negotiable values;
(e) Require, on a regular or occasional basis, the external auditors of all entities subject to the control of the National Securities Commission, professional associations of auditors and professional councils, data and information relating to acts or facts related to their activity in respect of audits, conduct inspections and request clarification;
(f) In cases where the rights of minority shareholders may be affected and at the well-founded request of shareholders representing a percentage not less than five per cent (5%) of the social capital of the society that makes public offer of its shares, the National Values Commission may, after the opinion of the control body and the Audit Committee of the society and provided that it becomes the negligence of the damage invoked to the shareholders (1), request the appointment of the individual
(g) To impose sanctions on external auditors in the terms of articles 132 et seq. of this Act. (Article replaced by art. 85 of the Act No. 27.440 B.O. 11/5/2018)
SECTION IV ARTICLE 109. -
Integration. In companies that make public tenders of their actions, an Audit Committee shall be constituted, which shall operate in a collegiate manner with three (3) or more members of the board and the majority of which must necessarily investigate the status of independent, in accordance with the criteria established by the National Securities Commission. These criteria will determine that, in order to be qualified as independent, the director will have to do so both with respect to society and the shareholders of control and should not perform executive functions in society.
The Audit Committee may operate with members present or communicated with each other through simultaneous transmission of sound, images and words when provided for by the social status. It will be understood that only members present of the committee will be computed for the purposes of the quorum unless the statute establishes the opposite. The statute should establish the manner in which the participation of distant members will be recorded in the records. In the case of remote meetings of the Audit Committee, the records shall be made and signed within five (5) working days of the meeting by the members present and the representative of the oversight body. (Article 86 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 110. -
Functions. It is up to the audit committee:
(a) To consider the proposal of the directory for the designation of external auditors to hire and ensure their independence;
(b) Supervising the functioning of internal control systems and the administrative-counting system, as well as the reliability of the latter and all financial information or other significant facts submitted to the National Securities Commission and markets in compliance with the applicable information regime;
(c) Monitoring the implementation of information policies on risk management of society;
(d) Provide the market with full information regarding operations in which there is conflict of interest with members of the controlling social bodies or shareholders;
(e) To consider the reasonableness of the proposals for honorariums and options plans for actions of the directors and managers of society as formulated by the governing body;
(f) To review compliance with the legal requirements and the reasonableness of the conditions for issuing deeds or securities that can be converted into deeds, in the event of an increase in capital excluding or limiting the right of preference;
(g) Verify compliance with applicable standards of conduct;
(h) To give a strong opinion on operations with parties in cases established by this Act. To give informed opinion and to communicate it to the markets as determined by the National Securities Commission as long as there is or may be a case of conflict of interest in society.
Annually, the audit committee should develop a plan of action for the period from which it will report to the board and the oversight body. The directors, members of the oversight body, managers and external auditors shall be required, at the request of the audit committee, to attend their meetings and to provide their collaboration and access to the information available to them. For better compliance with the powers and duties provided here, the committee may seek advice from lawyers and other independent professionals and hire their services on behalf of society within the budget approved by the shareholders' assembly. The audit committee shall have access to all information and documentation that it deems necessary for the fulfilment of its obligations.
The National Securities Commission may generally exempt small and medium-sized enterprises from forming the audit committee provided for in this article.
SECTION V ARTICLE 111. -
Operations. Markets should disseminate to the general public on a daily basis, the registration of each of the operations, indicating the type of operation, the identity of the negotiable value and the amount, the price, the time, the minute and the second of the operation's registration. Markets must have this same information available in real time. The National Securities Commission shall issue a regulation for the purposes set out in this article. (Article 87 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 112. -
Misleading advertising. Publicity, propaganda and dissemination by any means made by issuing companies, markets, agents and any other person or entity participating in an issue, placement and negotiation of negotiable values may not contain declarations, allusions, names, expressions or descriptions that may induce error, equivocal or confusion to the public about the nature, price, profitability, ransom, liquidity, guarantee or any other characteristic of the negotiable values, of their issuing companies or of the services. ARTICLE 113. -
Denominations that lend themselves to confusion. The designations used in this Act to characterize entities and their operations may only be used by the authorized entities. Similar denominations may not be used, derived or offering doubts about their nature or individuality. ARTICLE 114. -
Faculty of the National Securities Commission. The National Securities Commission may order the persons referred to in article 112 of this Law to stop advertising or to use names or expressions or other references that may induce error, equivocal or confusion to the public without prejudice to the other sanctions that may correspond. ARTICLE 115. -
Scope. The forecasts contained in this section are applicable to any advertising commissioned by the broadcasting society, the registered agents or any other human or legal person regardless of the means chosen for publication.
They will not apply, on the contrary, to editorials, notes, articles or any other journalistic collaboration. ARTICLE 116. -
Penalties. A person who, in the field of public supply, disseminates false news by any of the means provided for in the definition of public supply set out in article 2 of this law shall be liable to punishment, even if they do not persecute to obtain advantages or benefits for themselves or for third parties, or damages to third parties, including the issuing society, provided that they have acted with dolo or grave fault.
CHAPTER VI ARTICLE 117.
Actions and sanctions for conduct contrary to transparency
Conduct contrary to transparency
(a) Abuse of privileged information. The directors, members of the control body, shareholders, shareholders ' representatives and all those who, for their work, profession or function within a registered company or entity, for themselves or for the person involved, as well as public officials and those managers, officials and employees of the risk qualification agents and of public or private control agencies, including the National Securities Commission, markets and deposit agents, and any other person who has a similar purpose, in the sale of The provisions here also apply to persons referred to in article 35 of Law 24.083 and their amendments. In these cases, the positive price differential obtained by those who have misused privileged information from any operation carried out within a period of six (6) months, in respect of any negotiable value of the transmitters to which they are linked, shall correspond to the transmitter and be recoverable by him, without prejudice to the penalties that may correspond to the offender. If the emitter fails to institute the corresponding action or does not do so within the sixty (60) days of being intimated to it, or does not diligently drive it after the intimation, such acts may be performed by any shareholder;
(b) Manipulation and deception. Broadcasters, registered agents, investors or any other interested or participant in the authorized markets shall refrain from making, by themselves or by interposite person, in initial offers or secondary markets, practices or conduct that purport or permit the manipulation of prices or volumes of the negotiable values, altering the normal development of supply and demand. Likewise, such persons shall refrain from engaging in misleading practices or conduct that may mislead any participant in such markets in connection with the purchase or sale of any negotiable value in the public supply, either through the use of artifices, false or inaccurate declarations or in which essential facts are omitted or through any act, practice or course of action that may have deceptive and harmful effects on any market.
For the purpose of determining the sanction of those conducts described, the National Securities Commission shall consider as aggravating whether the sanctioned conduct is carried out by the control shareholder, the administrators, managers, trustees of all persons under the control of the National Securities Commission or officials of the control bodies;
(c) Prohibition of intervention or offer in the public supply in an unauthorized manner. Any human or legal person who intervenes, offers or offers services in the public supply of negotiable values without the relevant authorization of the National Securities Commission, shall be liable to administrative sanctions without prejudice to the appropriate criminal sanctions. ARTICLE 118. -
Recover action. The recovering action will prescribe to the three (3) years, may promote it by any shareholder subject to the rules governing subrogatory action and will be cumulative to that of liability provided for in article 276 of Law 19,550 of commercial companies (t. 1.984) and its modifications, without it being necessary prior assembly resolution.
SECTION II ARTICLE 119. -
Direct controllers. The negotiable securities issuers, together with the members of the governing and control bodies, the latter in terms of their competence, and in their case the shareholders of the negotiable values in relation to the information related to them, and the persons who sign the prospect of a negotiable securities issue, shall be responsible for all the information included in the prospects registered to the National Securities Commission. ARTICLE 120. -
Indirect managers. Market intermediary entities and agents participating as organizers or placeholders in a public sale or purchase of negotiable securities should diligently review the information contained in the offer prospects. Experts or third parties who think about certain parts of the prospect will only be responsible for the part of such information on which they have issued an opinion. ARTICLE 121. -
Legitimation and evidentiary burden. They will have legitimization to demand buyers or acquirers for any title of the negotiable values with public supply offered by the respective prospect, having to prove the existence of an error or omission of an essential aspect in the supply information. To this end, it will be considered essential that information that a common investor has appreciated as relevant to decide on the purchase or sale of the tradeable values offered. Proved that it is the essential error or omission, except evidence to the contrary provided by the emitter or offerer, the causal relationship between the error or omission and the damage generated is presumed, except that the respondent shows that the investor knew the defective nature of the information. ARTICLE 122. -
Compensation. The amount of the compensation may not exceed the loss caused to the investor referring to the difference between the purchase or sale price set in the prospect and effectively paid or perceived by the investor, and the price of the respective title at the time of the filing of the claim or, if any, the price of its disposal by the investor of being prior to that date.
The limitation set out in the preceding paragraph does not preclude the application of the penalties provided for in article 46 of the Act 25,156. ARTICLE 123. -
Solidarity. Responsibility among offenders shall be in solidarity. The system of contributions or participations among offenders, provided that there is no mediate, shall be determined taking into account the individual performance of each of them and the degree of access to the wrong or omitted information. ARTICLE 124. -
Prescription. The action for damage regulated in this section prescribes to the three (3) years of notice of the error or omission of the aforementioned prospect by the actor.
SECTION III ARTICLE 125. -
Operation in violation
Responsibility. Without prejudice to the provisions of the above articles, any person who operates in an authorized market, in violation of the duties imposed in this title, shall be liable for the damage caused to all those persons who, at the same time, with the purchase or sale of the negotiable values subject to such violation, have bought or sold provided that the violation is based, as appropriate, on the sale or purchase of those instruments or that have affected a right, rent or interest, as a consequence or on the occasion of the violation. ARTICLE 126. -
Compensation. Compensation shall not exceed the positive price differential obtained or the avoided loss in the transaction or transactions subject to the violation, provided that no conduct under articles 307 to 310 of the Criminal Code is given. ARTICLE 127. -
Prescription. The action will prescribe at three (3) years. ARTICLE 128. -
Not annullability. The operations that motivate the restitution actions set out in this chapter will not be annulled.
CHAPTER VII ARTICLE 129. -
Legal regime of the values recorded in account or deeds
Legal regime. Without prejudice to the special provisions applicable to each negotiable value or provided for in the issuance documents, the following legal regime shall be applied to the negotiable values recorded in the account or in writing:
(a) The creation, issuance, transmission or constitution of real rights, levies, precautionary measures and any other impairment of the rights conferred by the negotiable value shall be carried out through seats in special registers to be carried by the issuer or, on behalf of the issuer, an authorized collective deposit agent or commercial banks or designated investment banks or registration agents and shall produce legal effects being effective against third parties from the date of such registration;
(b) The authorised entity that carries the registration of the negotiable values shall grant the holder proof of the opening of his or her account and of any movement that they register in it. Any holder has the right to be given at all times the balance of his or her account at his or her expense. The vouchers should indicate date, time of issuance and number of proofs; the species, quantity and issuer of the negotiable values and any other identifying data of the issue; full identification of the holder; real rights and precautionary measures that grave the negotiable values and the record of issuance of vouchers of account balances and their modalities, indicating the date of issuance and expiration;
(c) The issuance of a voucher of account for the purpose of the transmission of the negotiable values or constitution on them of real rights shall import the blocking of the respective account for a period of ten (10) working days;
(d) The issuance of vouchers for attendance at assemblies or the exercise of voting rights shall import the blocking of the respective account until the day following the date set for the holding of the corresponding assembly. If the assembly were to go to the middle quarter or meet at another time, the issuance of new vouchers would be required, but they could only be issued on behalf of the same persons who were legitimized by the issuance of the original vouchers;
(e) Account balance checks may be issued for the purpose of legitimizing the holder to claim judicially or to arbitral jurisdiction in his case, including by executive action if appropriate, to submit claims for credit verification or to participate in universal proceedings for which such proof shall be sufficient, without the need for authentication or other requirement. Its issuance will import the blocking of the respective account, only to register acts of disposition by its holder, for a period of thirty (30) working days unless the holder returns the proof or within that period, an order of extension of the blockage of the Arbitral Court to which the proof would have been asserted. Testers should mention these circumstances. ARTICLE 130. -
Effects against third parties. The third party that acquires negotiable values in the name of a person who, according to the seats of the corresponding registry, appears entitled to transmit them shall not be subject to claim unless at the time of the acquisition it has acted in bad faith or with dolo. ARTICLE 131. -
Global certificates. Examinations of the negotiable values represented in global certificates may be issued for those who have a participation in them, for the purposes and with the scope indicated in article 129 (e). The blocking of the account will only affect the negotiable values to which the voucher relates. The vouchers will be issued by the entity of the country or abroad that administers the collective deposit system in which the global certificates are registered. When collective deposit system administrators have participations in global certificates registered in collective deposit systems administered by another entity, the vouchers may be issued directly by the first. In case of global debt certificates, the trustee, if any, shall have the legitimization of the said subparagraph (e) with the mere accreditation of its designation.
PART IV ARTICLE 132. -
Administrative sanctions and procedures
I. Applicable penalties. Human and legal persons of any kind who violate the provisions of this Act and its regulations, without prejudice to the criminal or civil liability they incur, shall be liable to the following penalties:
(a) Appreciation, which may be accompanied by the obligation to publish the operative part of the resolution in the Official Gazette of the Argentine Republic and up to two (2) national circulation journals at the expense of the subject;
(b) A fine of one hundred thousand ($ 100,000) to one hundred million pesos ($ 100,000.000), which may be raised to the quantum of the benefit obtained or the injury caused by the unlawful action, if any of them is greater;
(c) Disqualification of up to five (5) years to serve as directors, administrators, trustees, members of the monitoring board, dictators or external auditors or authorized market managers and registered agents or any other entity under the control of the National Securities Commission;
(d) Suspension of up to two (2) years to make public tenders or, where appropriate, authorization to act in the field of public supply. In the case of common investment funds, common administrative acts and requests for the rescue of shareholders may only be carried out, and the assets of the portfolio may be sold for that purpose with the control of the National Securities Commission;
(e) Prohibition of public offers of negotiable values or, where appropriate, of authorization to act in the field of the public offer of negotiable values.
II. Income from the amount of sanctions. The amount of fines shall be entered by those obliged to pay within five (5) days of the date on which the resolution imposing them is signed at administrative and/or judicial headquarters as appropriate. The resources from the fines applied by the National Securities Commission will be transferred to the National Treasury. (Article replaced by art. 88 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 133. -
Graduation guidelines. For the purposes of the imposition of the sanctions referred to above, the National Securities Commission should take into account the following guidelines of graduation: the extent of the offence; the benefits generated or the damages caused by the offender; the operative volume of the offender; the individual performance of the members of the administration and control bodies and their linkage with the control group, in particular the independent or external membership of such bodies. In the case of legal persons, the directors, administrators, trustees or members of the Monitoring Council and, where appropriate, managers and members of the Qualification Council shall respond in solidarity to those who have determined individual responsibility in the commission of the sanctioned conducts. (Article replaced by art. 89 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 134. -
Fine interest. Unpaid fines shall be of interest to the rate determined by the Ministry of Finance, which shall not exceed once and a half the interest applied by the Bank of the Argentine Nation, autarchical entity operating within the Ministry, in its discount operations for commercial documents. (Article replaced by art. 90 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 135. -
Prescription. The statute of limitations on actions arising from violations of this law and of law 24.083 and its amendments shall operate at six (6) years of the commission of the act setting it up. That period will be interrupted by the Board of Directors of the National Securities Commission that orders the opening of the administrative summary and the procedural acts and procedures inherent in the execution of the summary having "such as the trial opening, the closing of the probationary period and the call to claim, with their respective notifications. The limitation of the fine shall operate at three (3) years from the date of notification of the fine or from the time it is terminated, if it has been incurred. (Article 91 of the Act No. 27.440 B.O. 11/5/2018)
CHAPTER II ARTICLE 136. -
Minimum guarantees. The penalties set out in this title shall be applied by the board of the National Securities Commission, by means of a well-founded resolution, after a summary carried out through the procedure established by the agency. The principles and rules of the administrative procedure shall be applied in a supplementary manner and shall be safeguarded through the transcription in the records of the oral hearings, the totality of the proceedings for the eventual review in a second instance. ARTICLE 137. -
Not prejudicial. The existence of criminally competent cases with regard to conduct described in this Act and which may also result in convictions at that headquarters, shall not preclude the continuation and completion of the proceedings of the respective summaries in the National Securities Commission. ARTICLE 138. -
Processing. The substance of the summary shall be the function of another unit of the National Securities Commission separate and independent from that of the proposed charges. The summary unit, once the summary has been substantiated, will elevate the proceedings to the directory with its recommendations for its consideration and decision. Decisions issued by the National Securities Commission, instituting a summary and during its substance, will be irrecurrible but may be questioned when the respective remedy is filed, if the final resolution is appealed.
Once the proposal of the charges has been made and, prior to the trial of the summary procedure, a preliminary hearing will be held to receive the explanations of the accused and in order to determine the facts questioned, in order to give virtuality to the principles of concentration, procedural economy and immediacy. (Article 92 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 139. -
Complainant. When the proceedings are filed with the National Securities Commission, the complainant shall not be considered part of the proceedings and shall not be able to access the proceedings.
Complaints filed shall be handled by the standard procedure established by the National Securities Commission.
The directory of the said body may, upon the opinion of the competent bodies, dismiss the complaint when it is made in its sole statement or preliminary examination that the facts do not fit in the offences described in the law or in the applicable regulation. (Article replaced by art. 93 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 140. -
Abbreviated procedure. The National Securities Commission may, in the opening resolution of the case, arrange for the personal appearance of the parties involved in the summary proceedings to the preliminary hearing provided for in article 138 of this law to require such explanations as it deems necessary and even to discuss any discrepancies that may exist on matters of fact by filing a record of the proceedings in that preliminary hearing. In the summons, the object of the appearance shall be recorded specifically. If the facts are admitted and mediating the express recognition by those involved in the wrongful conduct and their responsibility, the National Securities Commission may arrange for the completion of the summary procedure by resolving the appropriate sanctions without further action. (Article 94 of the Act No. 27.440 B.O. 11/5/2018)
CHAPTER III ARTICLE 141. -
Systemic risk situations
Systemic risk. When the existence of systemic risk situations, or other situations of very serious danger, is well known, the National Securities Commission may suspend the public supply or negotiation of negotiable securities, other financial instruments and the execution of any act under its control until such time as the measure is recommended. Such a measure may also be taken at the beginning of the investigation or at any stage of the case. ARTICLE 142. -
Interruption. The National Securities Commission may temporarily discontinue the public offer of negotiable securities or other financial instruments or operations, when the dissemination of relevant information is pending or extraordinary circumstances are presented that make it advisable and until the cases that determined its adoption disappear.
PART V ARTICLE 143. -
I. Direct resources. Corresponds to Federal Chambers of Appeals with commercial competence:
(a) Understand the review of the sanctions imposed by the National Securities Commission, including statements of irregularity and ineffectiveness for administrative purposes and the suspension or revocation of registrations or authorizations; and
(b) Understand the review of denials of registration and authorizations. (Article replaced by art. 95 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 144. -
I. Judges. It is up to federal courts with commercial jurisdiction to understand:
(a) Execution of control rates, licensing fees and fines imposed by the National Securities Commission;
(b) Requests for search warrants requested by the National Securities Commission for the performance of its oversight functions;
(c) Other requests for judicial assistance for the implementation of its decisions;
(d) Orders for the appointment of interveners to be made by the National Securities Commission, which shall be carried out in the terms of the General Law of Societies, 19,550, t. or 1984 and its amendments. (Article replaced by Article 96 of the Act No. 27.440 B.O. 11/5/2018)
CHAPTER II ARTICLE 145. -
Impugnation of acts of the National Securities Commission
Sanctions appeal. The direct resources referred to in article 143, paragraph I (a), of the present section shall be filed with the National Securities Commission within 10 working days of the notification of the act.
The appeal shall be filed and filed in writing with the National Securities Commission within ten (10) working days of notifying the measure and shall be granted with devolutionary effect, with the exception of the appeal against the imposition of a fine that shall be with suspensive effect. The National Securities Commission will refer the proceedings to the federal chamber with relevant commercial matters, which will print the procedure provided for in the Civil and Commercial Procedure Code of the Nation for the freely granted appeals.
The National Securities Commission will be a counterpart in the appeal and the Public Prosecutor ' s Office will act as a prosecutor of the law. (Article 97 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 146. -
Denial of registrations. The direct resources provided for in article 143 (b) shall be filed with the National Securities Commission within thirty (30) working days of notifying the denial of the petition.
The National Securities Commission shall grant the appeal and shall refer the proceedings to the appropriate Chamber within twenty (20) working days of the appeal, together with its reply, and the court shall decide before the Public Prosecutor ' s Office.
Enforcement of control rates, licensing fees and fines
ARTICLE 147. - Applicable procedure. Execution of control rates, fines and licensing tariffs shall be handled by the tax enforcement procedure established in articles 604 and 605 of the National Civil and Commercial Procedure Code. ARTICLE 148. -
Executive title. It shall constitute an executive title the record of the debt of the tariff, rate or fine in question, signed by a director of the National Securities Commission or the official in which this authority is delegated, which shall include the name of the debtor, amount and concepts owed and date of expiration of the obligation. ARTICLE 149. -
Interest. Since the filing of the claim, the claim will accrue interest at the rate determined by the Ministry of Finance, which may not exceed in two and a half times the interest applied by the Bank of the Argentine Nation in its discount operations for commercial documents.
CHAPTER IV ARTICLE 150. -
Alloys and other coercive measures
Budgets. In petitions for search warrants, the National Securities Commission will indicate the documentation or information that it intends to kidnap and will summarily certify its link with its own functions as well as that which would be found or should be found in the intended location. ARTICLE 151. -
Non-contentious character. The search warrant shall be delivered without prior hearing of the person concerned and shall not be appealed by him or his performance shall be suspended for any incident or matter to be brought in, which shall be rejected without further action; but his or her right to promote reparation for the damages that the illegitimacy of the measure or the excess in which it has been incurred in its execution has caused him. ARTICLE 152. -
Other coercive measures. Any other coercive measures that may be required by the National Securities Commission shall be dispatched under its responsibility and upon summary accreditation of its necessity and legality and the procedure shall be subject to the non-contentious regime established in the preceding article.
COMPLEMENTARY PARTY ARTICLE 153. -
Advances for legal defense. In civil or criminal proceedings against officials of the National Securities Commission for acts or omissions in the exercise of their functions, the agency or the national State shall advance the reasonable costs that by legal assistance require the defence of the official as a result of the final decision of the legal actions. When a final judgement assigns responsibility, the staff member shall be obliged to return the advances he has received with greater interest. The National Securities Commission shall regulate the procedure provided for in this article.
The term "official" will include board members and other staff of the National Securities Commission. (Article replaced by art. 98 of the Act No. 27.440 B.O. 11/5/2018) ARTICLE 154.
- Derogations. Act No. 17811, article 80 of Act No. 11,672, supplementary budget (t. 2005), decrees 656 dated 23 April 1992, 749 dated 29 August 2000, 677 dated 22 May 2001 and 476 dated 20 April 2004, articles 80 to 84 of Decree No. 2.284 of 31 October 1991 and any other rule contrary to this Act. ARTICLE 155. -
Watch. This law shall enter into force at thirty (30) days after its publication in the Official Gazette, except those provisions subject to regulation by the National Securities Commission.
The National Securities Commission shall issue the regulations within one hundred and eighty (180) days from the date of entry into force of this law.
Such regulation shall set the standards and timetables of adequacy for different entities, exchanges and intermediary agents. ARTICLE 156. -
No dismissals may be made on account of the provisions of this Act. ARTICLE 157. -
Contact the national executive branch.
IN THE SESSION OF THE ARGENTINE CONGRESS, IN GOOD AIRES, TO THE NEW DIAS OF THE MONTH OF NOVEMBER OF THE YEAR DOS MIL DOCE.
# 26,831 —
BEATRIZ ROJKES DE ALPEROVICH. — JULIAN A. DOMINGUEZ. — Gervasio Bozzano. — Juan H. Estrada. (Note Infoleg: By art. 218 of the Act No. 27.440 B.O. 11/5/2018, it is stated that in the text of the present; whenever reference is made to the term "visible person of existence" or "physical person" it must be read "human person" and where it says "Ministry of Economy", "Ministry of Economy and Production" or "Ministry of Public Economy and Finance" it must be read "Ministry of Finance"). - Article 2°, Definitions incorporated by art. 23 of the Act No. 27.349 B.O. 12/4/2017