Matías Zegers

Matías Zegers

Chile Co-Managing Partner

Matías Zegers focuses his practice on Mergers and Acquisitions, Corporate Governance and is considered one of the most experienced lawyers at Venture Capital in Chile, having advised local and foreign clients, both funds and large-scale ventures.

He is one of the leading Chilean attorney in Venture Capital and Entrepreneurship. He has advised clients in landmark transactions, many of them the first to be closed in Chile. Also, he has significant experience in investment funds and expertise in designing innovative solutions to fund venture capital, structuring financing products, and applying for public funds, among others. Mr. Zegers was awarded as “Lawyer of the Year” in Venture Capital Law by Best Lawyers®, Chile, 2020.

He is a reference at the local level of good Corporate Governance practices, advising leading national companies in different matters related to this subject, such as manuals, directors’ responsibilities, boards and committees, their evaluation, among others.

He has also participated in various purchase and sale operations of both open and closed companies, both domestic and foreign. He has also participated in Public Offers of Acquisition of Shares of diverse companies, privatization of electric and sanitary companies in Latin America, bond issues and commercial bills in the local market and in international markets, both registered and unregistered, representing fundamentally the issuers, and financing in the energy area.

Employment History

  • Partner, 2006 to date
  • Other majors chilean firms, 1993-2001 / 2003-2006
  • Davis Polk & Wardwell, New York, 2002-2003

Experience

Mergers and Acquisitions:

  • Colbún: Advise on the acquisition of Efizity, an energy solutions company.
  • Cornershop – Cencosud: Advise Cornershop on a long term Framework Agreement for Commercial Collaboration, in which the parties agreed an strategic alliance which will allows consumers to access, through the platform developed by Cornershop, to an important variety of products offered by Cencosud S.A. in the different countries in which it operates.
  • Arch Daily: Advise the client on the sale of its digital architecture platform “ArchDaily” with operations in Chile, Mexico, USA, Hong Kong and China to the Swiss company, Architonic AG.
  • Uber – Cornershop: Advise both clients and participated as joint counsel on the acquisition of a majority stake in Cornershop by Uber Technologies, Inc., for a value of USD $456 million – Awarded “Deal of the Year 2021” in the category “private M&A” by Latin Lawyer.
  • CarbonFree Chile SpA: Advise on the acquisition of more than 19 solar plant projects.
  • Accionistas de Cornershop (Chile – México): Advise on the potential sale of Cornershop to Walmart (US$ 225 million).
  • The Coca Cola Company – Andina – Embonor (USA – Chile): Advise on the purchase of 100% of Comercializadora Novaverde S.A.- “Guallarauco” (USD $80 million).

Venture Capital – Fintech:

  • Fracttal: We advised our client Fracttal SpA in raising a US$ 5.3 million investment round. The process was led by the Spanish fund Seaya Ventures and counted with the participation of the fund GoHub, which is part of the Spanish gruop Global Omnium.
  • Colektia: Advised the client in the closing of a Series A Preferred Stock financing round, for a value of USD $4,200,000. 
  • Instacrops: We advised the client in the investment of US$2,000,000 through a capital increase and the issuance of Series A Preferred Shares of Agronet SpA. These shares were paid with the conversion of instruments against the company, and with cash.
  • Comunidad Feliz: We advised the client, a platform for property management, on its Series A financing round, which was lead by Clout, for a value of USD2,000,000.
  • Fen Ventures II: We advised the client, a local VC firm, which invested through its private equity fund FIP Fen Ventures II in eight Chilean technology companies, based in Chile and abroad Agenda Pro (March 2018); Praxis Biotech LLC (July 2020); Andes Ag, Inc (March 2020); Chattigo SpA (February 2020); Get On Board SpA (November 2019); Citysense Co. (February 2020); Migrante Sociedad Financiera SpA (March 2020); Insurtech SpA (today HOUM) (February 2020); la Chile SpA (August 2020); Políglota (November 2020); Lentes Plus (December 2020) and Mudango Chile SpA (March 2021).
  • FIP Vulcano- Administradora Dadneo II S.A: We advised the client, a local VC firm, which invested through its private equity fund FIP Vulcano in seven Chilean technology companies, based in Chile and abroad, and the conversion of their outstanding notes in Go Rabbit SpA (E-monk), Pago46 Chile SpA, Pleiq Smart Toy SpA, Roombeast SpA, Simplo S.A., Slik Chile SpA and Wheel The World, Inc.
  • A3 Electric Mobility SpA (A3E): We advised A3E, an electric mobility solutions company, on its Series A financing round, which was lead by two local investors, for a total amount of US$2,000,000.
  • Khosla Ventures: Reinvestment of the client through Khosla Ventures Aguamarina Holdings, LLC, in the Chilean company Aguamarina SpA.
  • Odd Industries: Advise the client on the first round of the US$2 million Seed Round investment.
  • Praxis Biotech SpA: A California-based company focused in the development of biotechnology for the pharmaceutical sector, in its establishment in Chile and in a corporate reorganization with the United States company.
  • Soluciones en Mineria y Energia SPA (Zyght): Advise in a Series A investment by VC firm Inversur.
  • GeneproDX Chile SpA: In the negotiation, structuring and closing of a Series Seed financing round by Inmobiliaria Las Agatas Limitada and Empresas UC S.A. (investment company of the Pontificia Universidad Católica de Chile).
  • Fintual: We advise the client, in several regulatory matters related with the operation and business development of its Administradora General de Fondos (Funds Administrator), which is regulated by the Financial Market Commission.
  • Fintual: We advised in the negotiation of the bridge financing with ALL VP, which invested US$1,000,000 in convertible notes of our client, through three private equity funds. Our services included assisting the client for the due diligence work, together with the drafting and negotiation of term sheet and the convertible notes.
  • Izit: The Firm has been assisting the client in its daily operation of the app and with contractual and procedural advice on several technological agreements, including, among others, payment services, NDAs, master agreements for digital marketing services, digital marketing advisory services, commercial agreements for use of digital channels, etc.
  • Finvox: We provide permanent advise to the client in several legal matters related to its daily functioning as an online trading platform and app which renders services to the banking institution so that their clients can have a better user experience when investing.
  • Pago46: We assisted the client in the transfer of all the assets and intellectual property from a previous entity to a newly incorporated company called Pago46, a subsidiary of 46 Degrees technology Inc. (a Delaware entity), for the development of a payment platform in cash for online purchases that enables customers without access to banking institutions the possibility to shop online.
  • Modyo: We are currently assisting the client in a corporate reorganization that will help them continue strengthen their position as a relevant SaaS for financial institutions.

Corporate Governance:

  • Empresas Copec S.A.: In creating its corporate governance structure, policies and framework.
  • Empresas CMPC S.A.: In creating its corporate governance structure, policies and framework, as well as defining certain positions within the organization and its scope.
  • Brotec S.A.: In creating its corporate governance structure, policies and framework, including new board composition and family protocol.
  • Subsecretaria de Prevision Social: In creating a corporate governance framework for institutions which manage labor benefits.
  • Viña Concha y Toro S.A.: In creating its corporate governance structure, policies and framework.
  • Transelec: In creating its corporate governance structure, policies and framework.
  • Colbun S.A.: In creating its corporate governance structure, policies and framework.
  • SB Group: In creating its corporate governance structure, policies and framework.
  • Board of directors of Agunsa: In determining the sale scheme of an entire line of business to Hamburg Sud jointly with its related company CCNI.
  • Several listed companies: In processes of board evaluation, corporate governance policies and compliance programs.

Financing:

  • Lácteos del Sur S.A.: Counsel to Lácteos del Sur S.A., as lender to a loan agreement granted to Cooperativa Agrícola Torrencial Lechero, a Chilean company.
  • Zeal Chile: Advise the client, a Chilean subsidiary of Waterlogic, as lender to a loan granted to Prisma Water SpA, an innovative Chilean company dedicated to the production of purified water.
  • CarbonFree Chile SpA: Finance the acquisition and/or development, construction, commissioning, testing, start-up, operation and maintenance of a portfolio of projects consisting of several photovoltaic solar energy projects with an aggregate capacity, once fully constructed and operational, of approximately 225 MW located in Chile. The lender was Deutsche Bank Trust Company Americas.
  • Oaktree Capital Management L.P.: Advise the client, as a creditor of Tranche A, for US$1,300,000,000, for the DIP (“Debtor-in-Possession”) Financing Contract in Latin America – Awarded “Deal of the Year 2021” in the category “Banking and Finance” by Latin Lawyer.
  • Giddings Fruit S.A.: Assisted the client, as borrower, in a financing agreement governed by New York law called “Note Purchase and Guarantee Agreement” (“NPA”), by means of which certain foreign investors, as lenders, acquired promissory notes (“Notes”) that Giddings Fruit S.A. issued with the purpose of finance several corporate matters of Giddings Fruit S.A. and its subsidiaries, located in Chile, Mexico, Peru, United States of America, England and China.
  • Itaú Corpbanca, Banco de Crédito del Perú S.A.S y Banco BICE: Advise the clients, as lenders, for the loan facility granted to three Atlantica Yield´s entities (Transmisora Baquedano S.A., Transmisora Mejillones S.A. and Palmucho S.A.) for the refinancing of two of the borrower´s debt  governed under the laws of New York. In addition, advise for new investments necessary for the proper functioning of the acquired electric transmission line located at Vicuña, Chile.
  • Banco BICE: Advise the client in the opening of the credit line for the issuance of the performance guarantees required by Sacyr Chile S.A. to guarantee the obligations derived from the construction contract with Sociedad Concesionaria Américo Vespucio Oriente S.A.; Assist Banco BICE in the drafting and execution of a Loan Agreement with BTG Pactual and Banco Internacional, in which the parties agreed on a collection and/or restitution mechanism pari passu for the issued Performance Obligations
  • Colegios Federico Froebel S.A.: Counsel to the client as borrower for a loan facility granted by Banco Security for new infrastructure investments of the Las Condes and Chicureo educational establishments of the Deutsche Schule and for the pre-payment and termination of a precedent real estate leasing with Banco de Chile.

Energy

  • CarbonFree Technology: Advised the client in the acquisition of El Naranjal SpA from Gestión de Capital Adelantado SpA, and the acquisition of Parque Solar El Paso SpA and Parque Solar Villa Alegre SpA from Solek Chile Holding SpA. All of them special purpose vehicles holders of PMGD photovoltaic power plants.
  • CarbonFree Technology: Advised CarbonFree Chile SpA in the acquisition of GR Raulí SpA and GR Ulmo SpA, both of them special purpose vehicles for the development of photovoltaic power plants.
  • CarbonFree Technology: Advised the client in the acquisition of Apolo del Norte SpA, Nuovosol SpA, Sinergia Solar SpA and Solar Brothers SpA, all of them special purpose vehicles for the development of  photovoltaic power plants (PMGD of 9MW).
  • CarbonFree Technology: Advise to CarbonFree Chile SpA as borrower for the 10th disbursement of the financing agreement granted by a bank syndicate led by Deutsche Bank Trust Company Americas, in its capacity as administrative agent. The draw was granted for the acquisition of four photovoltaic power projects owned by JREL Solar SpA and to cover operation and VAT expenses for certain existing projects.
  • Solarcentury Chile SpA: Advise the client submitted an offer in the bidding process carried out by the Ministry of National Assets, to obtain a concession of public lands for the development of three solar energy projects.

Admissions

  • Chile (1995)

Recognitions

  • Chambers – Global (Corporate and M&A 2019 – 2020 – 2021)
  • Chambers – Latam (Corporate and M&A 2019 – 2020 – 2021)
  • Legal 500 (Corporate and M&A including compliance 2018, Corporate and M&A 2019 – 2021, Banking and Finance 2019 – 2021, Latin America: International Firms – Corporate and M&A 2019, Capital Markets 2021, Venture Capital 2021)
  • IFLR 1000 (Practice Area: Capital Markets 2019 – 30 edition, 2020, Practice Area: Private Equity 2019 – 30 edition, 2020, Practice Area: M&A 2019 – 30 edition, 2020)
  • Best Lawyers (Corporate and M&A Law 2019 – 2020 – 2021, Corporate Governance and Compliance Practice 2019 – 2020 – 2021, Private Equity Law 2020 – 2021, Venture Capital Law 2019 – 2020 – 2021)
  • Latin Lawyer 250 (Corporate and M&A 2019 – 2020, Anticorruption investigation and compliance 2019 – 2020, Banking and Finance 2019 – 2020, Corporate Governance 2019 – 2020)
  • LACCA Approved (Capital Markets 2019 – 2020 – 2021)
  • Leaders League (Private Equity – Startups & Innovation – Excellent 2020, Startups & Venture Capital – Excellent 2021, Banking and Finance – Recommended 2020 – 2021, Corporate and M&A – Highly Recommended 2020 – 2021)
  • Latin Lawyer National (Corporate and M&A 2019 – 2020, Anticorruption investigations and compliance 2019 – 2020, Corporate Governance 2019 – 2020, Banking and Finance 2019 – 2020)

Languages

  • Spanish and English

Education

  • Law, School of Law, Pontificia Universidad Católica de Chile, 1994
  • LL.M, The University of Michigan Law School, 2002
  • Visiting Scholar Stanford University, 2016-2017

Academic Activity

  • Professor of Commercial Law, School of Law, Pontificia Universidad Católica de Chile, 1997-present
  • Professor of Mergers and Acquisitions in postgraduate program, School of Law, Pontificia Universidad Católica de Chile
  • Professor of Corporate Governance in postgraduate program, School of Law, Pontificia Universidad Católica de Chile
  • Director of the Department of Commercial, Economic and Tax Law, School of Law, Pontificia Universidad Católica de Chile, 2009-2019
  • Executive Chaiman of the Corporate Governance Center UC, Pontificia Universidad Católica de Chile, 2009 to date
  • Visiting Scholar, School of Law, Standford University, 2016-2017

Membership

  • Chilean Bar Association
  • International Bar Association (“IBA”)
  • Member of the Latin American Roundtable in Corporate Governance, OECD
  • Member of the Task Force for Related Party Transactions, OECD
  • Member of the Chilean American Chamber of Commerce (Amcham) Finance and Capital Markets Committee

Pro Bono

  • Director in Fundación Carlos Vial Espantoso

Publications

  • “Notas sobre la evolución del derecho societario en Chile” (co-author with Roberto Guerrero), Ed. Marcial Pons, 2019
  • “Análisis del Primer Intento de Imponer Autorregulación sobre Gobierno Corporativo en Chile: Resultado de un oxímoron”. Co-author with Eduardo Walker and Maria Paz Godoy, to be published in Revista Chilena de Derecho
  • “Grupos Empresariales e Información: ¿Es un Privilegio de los Directores del Controlador?”, Business Law Studies, Thomson Reuter, 2018
  • “Existe un Deber de Cuidado Particular Para Los Directores Independientes”, Business Law Studies, UC Editions, 2017
  • “Principio de Confianza en la Información presentada por la Sociedad a la Luz del Deber de Cuidado de los Directores”, Business Law Studies, Thomson Reuters, 2014
  • “Manual sobre Derecho de Sociedades”, Ediciones UC, First Edition, 2014. Co-authored with Roberto Guerrero V.
  • “Gobierno Corporativo en Latinoamérica: Un análisis comparativo entre Brasil, Chile, Colombia y México.” Research sponsored by the Instituto de Empresa, Madrid, Spain, December 2013. Co-authored with Josefina Consiglio
  • “Interés social, Deber de Lealtad de los Directores y Conflictos de Interés en Empresas Multinacionales: Un análisis comparado con la Legislación de los Estados Unidos de América”, Chilean Law Gazette, Vol.31 N°2, 2004. Co-authored
  • Getting the Deal Through, Corporate Governance, 2017 – 2018 – 2019
  • Getting the Deal Through, Securities Finance, 2011 – 2012 – 2013 – 2014 – 2015 – 2017

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