Auction vs. bilateral deal processes

Rodrigo Dominguez Sotomayor, Partner at White & Case LLP

Most US buyers approach Latin America M&A the same way they do a domestic deal — optimize the process, close fast, move on. That approach gets deals killed.

Rodrigo Dominguez Sotomayor, Partner at White & Case LLP, has spent 25 years closing transactions across every major Latin America market. In this episode, he walks through what actually determines outcomes: antitrust consent timelines, labor regimes that make post-close restructuring expensive, and the relationship dynamics that can unwind a billion-dollar deal a week before signing.

What You'll Learn In This Episode:

• How a PE fund lost a billion-dollar deal over 2% — and why it was avoidable
• Why LatAm antitrust approvals can take up to nine months and how to plan around them
• What no employment-at-will actually costs you post-close
• Why showing up to a LatAm auction without reps & warranties insurance is a disadvantage
• How to negotiate with family founders when price isn't what closes the deal
• Why 80% of Latin America deals now run through auctions

Your standard diligence process will miss things that kill LatAm deals — statutory severance you didn't model, title searches that go back a hundred years, antitrust consent timelines that block close for months, auctions where R&W insurance is already expected.

Running diligence on a LatAm target right now? The M&A Science Hub has two resources built directly from this episode — the LATAM Diligence Delta Checklist and the Latin America M&A Entry Playbook — plus an AI tutor trained on 400+ practitioner conversations you can pressure-test your current deal against.

Members get access before the episode goes public. → Access inside the Intelligence Hub — members only.

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[00:04:26] Rodrigo's background: 25 years across Latin America M&A

[00:06:57] How a cross-border acquisition actually starts

[00:10:17] Bilateral deals and family-owned businesses

[00:12:52] Reading the room: when not to push on numbers

[00:14:12] The billion-dollar deal that fell apart over 2%

[00:20:02] Antitrust consent regimes across LatAm

[00:29:49] The union leader story

[00:27:14] Labor, employment, and statutory severance

[00:34:04] Reps & warranties insurance: now standard in LatAm

[00:38:44] Auction vs. bilateral: the 80/20 split

[00:44:01] FinTech opportunity in Latin America

[00:48:05] NVCA forms and deal documentation

[00:52:48] Post-close integration: what actually determines success

[00:55:51] Craziest Thing in M&A