South America: Corporate/Commercial Law

This newsletter examines five recent Brazilian corporate law decisions addressing poison pill mechanisms in public companies, usufruct rights over quotas during partner withdrawal, voting impediments in account approval, quota transfers in real estate SPEs, and self-contracting in quota assignments. The analysis explores how courts are interpreting statutory protections, partner rights, and the temporal limits for challenging corporate transactions.

This corporate law newsletter examines four recent Brazilian court decisions addressing critical issues in corporate governance and shareholder rights. The cases explore usufruct rights over company shares, provisional administration arrangements during shareholder disputes, quota transfer procedures following a partner's death, and the enforceability of non-compete clauses in share transfer agreements.

When an Asian company seeks to expand into Mexico, the path is usually imagined as a linear and direct one: define a corporate structure, prepare the documents, and make sure that the lawyers in Mexico do their job. The problem is that, when the necessary documentation is not anticipated with precision, delays and obstacles to the expansion can arise. These do not usually stem from an underlying legal issue or from a decision of the authorities, but rather from the details of a simple document such as a power of attorney.

A March 2026 decree amends Mexico's Anti-Money Laundering Law regulations, requiring trusts and legal vehicles conducting vulnerable activities to register with the Federal Taxpayers Registry and obtain e-signatures. These changes significantly impact real estate development structuring, as many projects utilize trusts to optimize tax management and allocate functions, assets, and risks across multiple legal vehicles.

Latin American families are used to political uncertainty, but today they also face tighter tax enforcement and increasingly complex international rules.

Panamá celebra un siglo desde la promulgación de su primera Ley de Fideicomisos, la Ley No. 9 del 6 de enero de 1925, que marcó el inicio de un recorrido histórico lleno de innovación y adaptación jurídica.

Brazil's health regulator ANVISA has published four public consultations that fundamentally reshape the regulatory framework for medical device reprocessing, moving from a prohibited-products list to a risk-based validation system. The proposals shift responsibility for reuse decisions to healthcare facilities while imposing new labeling requirements and authorization obligations on manufacturers, importers, and processing companies.

Juliane Mendonça, head of Corporate Criminal Law at KLA, contributes a chapter examining the criminal liability of intermediaries in bribery cases involving public officials. The work addresses a controversial question in Brazilian jurisprudence: should an intermediary who facilitates the receipt of undue advantages by public officials be charged with active or passive corruption?

Puerto Rico's Department of Labor and Human Resources launched Desempleo Digital on September 1, 2026, fundamentally transforming how employers interact with the agency for unemployment insurance and temporary non-occupational disability insurance services. The new digital platform introduces significant changes to account access, filing procedures, payment processing, and third-party representative management that require immediate attention from employers and their service providers.

Brazil has enacted comprehensive legislation establishing a National Policy on Critical and Strategic Minerals, creating new regulatory frameworks that will fundamentally reshape how mining companies operate in the country. The law introduces mandatory revenue allocations, a new guarantee fund structure, and a council with broad approval powers over corporate transactions and international agreements.

Tras la aprobación de la Ley 513 de 2026, el Órgano Ejecutivo emitió el Decreto Ejecutivo No. 1 de 31 de agosto de 2026, que reglamenta dicha ley con la finalidad de mejorar su cumplimiento y alcanzar sus objetivos.

Business development is measured by growth, marketing by visibility, investor relations by market confidence, and human resources by attracting talent. Together, these functions shape the public image of an organisation and, increasingly, its compliance profile.