Keridine & Requena

Practice area

Mergers and acquisitions (M&A) in Panama

KRLegal (Keridine | Requena) advises on the purchase, sale and merger of companies in Panama from start to finish: legal due diligence, deal structuring (share deal or asset deal), negotiation and drafting of the purchase agreement, closing conditions and post-closing agreements. We act for buyers and for sellers.

What we do

From the letter of intent to closing — and what comes after.

In a transaction, price is decided with information. Our job is to make sure the buyer knows exactly what is being acquired — and which contingencies come with it — and that the seller reaches closing with the house in order and no surprises that punish valuation.

We identify and mitigate legal, tax and regulatory risks before they affect the deal, and coordinate with each side’s financial and accounting advisors so that closing is never held up by a legal loose end.

  • Legal, corporate, labor, regulatory and real estate due diligence
  • Structuring: share deal, asset deal or statutory merger
  • Letters of intent and confidentiality agreements
  • Share and asset purchase agreements (SPA / APA)
  • Representations, warranties and indemnities
  • Conditions precedent and closing coordination
  • Regulatory approvals and antitrust matters
  • Post-closing agreements: non-compete, transition and retention

Who it is for

We mostly work with:

Foreign buyers acquiring a Panamanian company

Founders and business families selling all or part of the business

Groups consolidating operations or merging subsidiaries

Investors and family offices acquiring assets through a company

Frequently asked questions

Share deal or asset deal — which one is better?
Buying shares transfers the whole company, with its history and its contingencies; buying assets lets you leave liabilities behind but requires transferring contracts, licenses and staff one by one. The answer depends on the state of the target, on tax treatment and on how transferable its licenses are. We assess both routes before structuring the deal.
What does legal due diligence cover in Panama?
The existence and ownership of the company, the status of its shares, live contracts and change-of-control clauses, labor and social security standing, tax and municipal compliance, licenses and permits, intellectual property, real estate and encumbrances, litigation and contingencies. We deliver a report with the findings and their impact on price or closing conditions.
How long does an M&A transaction take?
It depends on the size and condition of the target. A mid-market deal typically moves in phases — letter of intent, due diligence, contract negotiation and closing — and timelines stretch mainly when unresolved contingencies appear or when a regulatory approval is required. We provide an estimated timetable once due diligence is complete.
Do you work alongside the deal’s financial and tax advisors?
Yes. We join the transaction team and coordinate with investment banks, auditors and tax advisors on both sides. When the deal includes real estate, we bring in our real estate practice and BROKRS, the real estate agency in the same group.

About the firm

KRLegal (Keridine | Requena): a Panamanian business law firm — corporate, transactions, M&A, real estate and immigration — part of the same group as the real estate agency BROKRS.

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