The Comisión para el Mercado Financiero (CMF), the agency that oversees banks, insurers and publicly traded companies, fined businessman Michael Clark Varela 20,000 UF (Unidad de Fomento, an inflation-indexed unit of account), about $823 million, according to La Tercera. The reason: he did not carry out an Oferta Pública de Adquisición de Acciones (OPA, a public tender offer for shares) when he took indirect control of Azul Azul S.A., the concessionaire that runs Universidad de Chile.
A tender offer works as an open invitation. If someone buys control of a publicly held corporation, they must offer all shareholders the chance to sell their shares on the same terms. That way the control premium does not go only to whoever sells the majority stake.
According to Resolution No. 11,230 cited by La Tercera, on December 13, 2024 Clark, through Inversiones Antumalal Limitada, bought from Sartor S.A. 90.07% of the units of the private investment fund Fondo de Inversión Privado Tactical Sport.
That fund held 63.07% of Azul Azul's Series B shares. According to the CMF, this gave Clark "the power to secure a majority of votes at shareholders' meetings and to elect a majority of its directors."
Article 199 of the Ley de Mercado de Valores (Securities Market Law) requires a tender offer when a purchase, direct or indirect, allows someone to take control of a publicly held corporation. In this case, the procedure was not carried out.
The CMF classified the violation as of the utmost seriousness. In its view, the omission deprived shareholders of the possibility of selling their shares through a mechanism the law provides for that purpose. If you were a minority shareholder in Azul Azul, you did not have that option.
The fine comes at a bad time for the businessman. Clark, a former president of the university club, has spent two months in pretrial detention at the Anexo Penitenciario Capitán Yáber prison over the Sartor case. The Fiscalía (Public Prosecutor's Office) formally charged him on August 18 along with eleven other defendants over the fraud that affected hundreds of investors in Sartor AFG, where he was a director.
He also lost in court against the regulator. On October 16, the Corte Suprema (Supreme Court) upheld, with costs, the September 2025 ruling of the Corte de Apelaciones de Santiago (Santiago Court of Appeals). That ruling rejected the illegality claim with which Clark sought to annul CMF resolutions issued between December 2024 and January 2025.
In its decision, the Supreme Court specified that the CMF required the tender offer "for having acquired control of Azul Azul", and not for the purchase of the fund units. The report does not say whether Clark will appeal the fine.
