The M&A scene has been pretty active in Latin America in the last few years. Whether fueled by financial or strategic investors, domestic and international players have been facing a rather challenging environment that requires a great deal of creativity in order to handle the various features and issues of an M&A transaction. Both economic growth and recession in the Latin American region set the stage for very complex and sophisticated deals, posing bigger challenges on diligence, structuring and risk taking, thus requiring an often integrated approach with other practices. This panel is designed in a format that will allow participants to contribute and share their experiences and views on the Latin American M&A trends and challenges. In this first part of the session, delegates will form breakout groups to discuss issues such as: • Benchmarking deal structures in different economic climates - What are the trends in structuring transactions in order to capture the value of rapid-growing businesses in robust economies. Conversely, what are the structures being used to acquire ailing or distressed groups or assets? • Regulatory challenges that can impede a deal - How have certain regulatory processes, such as anti-competition control, been used by competing bidders to derail a deal, and what strategies are there to combat this? How are macroeconomic and cross-border regulatory issues – Brexit, NAFTA, GDPR, Pacific Alliance – impacting the M&A landscape? What are some workarounds to the hurdles that you identify? • Due diligence - Access to reliable seller information is one of the biggest challenges in Latin American M&A. How can disclosure be streamlined? How can purchaser risks deriving from poor or late disclosure be reduced? What strategies are there to reduce the risk that information will not be disclosed and for protecting against undisclosed information using deal terms? • Purchase price and valuation gap - What factors can exacerbate the gap between buyer and seller? How does lack of access to information in the diligence phase impact pricing structures? What earn-out structures work to bridge the gap or incentivise buyer or seller? What are the challenges in determining the correct metric triggering payment? What are the most important earn-out protection mechanisms? What are the strategies to avoid litigation? • Liability and risk management in the deal structure - What are the trends regarding representations and warranties? Is the reliance upon, and scope of, warranty and indemnity insurance changing? What are the strategies for anticipating and managing post-closing liabilities risk? Session Co-Chairs Roberto Augusto Nogueira de Pary Cescon Barrieu Flesch & Barreto Advogados, São Paulo; Projects Officer, IBA Professional Ethics Committee Noreen Weiss MacDonald Weiss, New York; Communications and Publications Officer, IBA Closely Held and Growing Business Enterprises Committee Table moderators Karin Alvo KLA Advogados, São Paulo Pablo Artagaveytia Marval O’Farrell & Mairal, Buenos Aires; Young Lawyers Initiatives Offi cer, IBA Latin America Regional Forum Edith Bertoletti Executive Director, Head of Investment Funds and Legal, Goodman, São Paulo Daniel Faco Trench Rossi Watanabe, São Paulo Santiago Fontana Ferrere, Montevideo Guilherme Henrique Traub Motta Fernandes Advogados, São Paulo Marcela Hughes Independent consultant, Montevideo; Member, IBA Latin American Regional Forum Advisory Board Hermann J Knott Andersen Tax & Legal, Cologne; PPID/SPPI Representative, IBA Legal Practice Division Council Mauro Leschziner Machado Meyer Advogados, São Paulo Monique Mavignier Barbosa Müssnich & Aragão, São Paulo Maria Fernanda Mierez Beccar Varela, Buenos Aires; External Communications Officer, IBA Business Human Rights Committee Daniel del Rio Basham Ringe y Correa, Mexico City; Assistant Treasurer, IBA Legal Practice Division Eduardo Sanguinetti Sanguinetti & Associates, Montevideo; Council Member, IBA Legal Practice Division Mauricio de Carvalho Silveira Bueno Huck Otranto Camargo Advogados, São Paulo Paula Vieira de Oliveira Mattos Filho Advogados, São Paulo; Gender and Diversity Compliance Officer, IBA Latin American Regional Forum