Corporate case law

CNV c/ Establecimiento Modelo Terrabusi S.A. s/ transferencia paquete accionario a Nabisco (National Commercial Court of Appeals, Chamber D, 27/08/2002)

The use of material information and standards of conduct in a transaction involving the transfer of control of a listed issuer. The Commercial Court of Appeals examined transparency and market-protection standards in relation to the use of non-public information.

CNCom., Sala D27/08/2002

Case caption

«CNV c/ Establecimiento Modelo Terrabusi S.A. s/ transferencia paquete accionario a Nabisco»

What was at issue

The use of material information and standards of conduct in a transaction involving the transfer of control of a listed issuer.

What was decided

The Commercial Court of Appeals examined transparency and market-protection standards in relation to the use of non-public information.

Extractable criterion

The Commercial Court of Appeals examined transparency and market-protection standards in relation to the use of non-public information.
The holding should be read in light of the legal interest protected in the area of capital markets, not solely by reference to the documentary form of the act.
Evidence of the specific facts and of their impact on corporate or creditor rights is decisive when applying the precedent’s doctrine to another case.

Citation: CNCom., Sala D, «CNV c/ Establecimiento Modelo Terrabusi S.A. s/ transferencia paquete accionario a Nabisco», 27/08/2002 — Jurisprudencia societaria y comercial

Practical application

It is a central Argentine precedent on insider trading and the duties of issuers and directors in the capital markets.

Frequently asked questions

What is the main takeaway from the case?

The Commercial Court of Appeals examined transparency and market-protection standards in relation to the use of non-public information.

Does the rule apply automatically today?

No. The current statutory framework and the specific facts must be verified. Historical precedents retain doctrinal value, but later reforms may alter how they apply.

What should be proven in similar litigation?

The relevant corporate or commercial documentation, the parties’ conduct, the specific harm, and the facts connecting that harm to the central issue in the case: The use of material information and standards of conduct in a transaction involving the transfer of control of a listed issuer.

Informational commentary on a published ruling; it does not constitute advice nor guarantee an outcome. Application to a case depends on its circumstances.

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