El Ciudadano
Original article: Autonomía de Contraloría en tela de juicio: Toma de razón del acuerdo Codelco-SQM podría dejar fuera del acuerdo, la resolución de investigación de la SEC a SQM
Codelco-SQM Agreement Scrutiny: SEC Investigation Could Affect Regulatory Approval
As the timeline for finalizing the joint agreement between Codelco and SQM for the collaborative exploitation of the Salar de Atacama approaches, the contract remains unsealed. While the regulatory process is progressing and key milestones have been achieved, several pending suspensive conditions linger. Concurrently, the investigation by the Securities and Exchange Commission (SEC) of the United States related to SQM remains open, with no public advancements or formal rulings disclosed.
The chairman of the Investigative Commission regarding the Codelco-SQM agreement in the Chamber of Deputies, Cristian Tapia, has questioned, «What is the point of an audit once the contract is signed?».
By Karla Braun Santos
In this context, on December 19, 2025, Codelco welcomed the official opinion issued by the General Comptroller of the Republic, in response to a request made by a group of deputies and other applicants. In this pronouncement, the Comptroller clarified that it lacks the legal authority to comment on matters already adjudicated by the judiciary concerning the partnership agreement with SQM, confirming there are no substantial observations pending on this process.
The corporation also acknowledged the Comptroller’s decision to initiate an administrative audit, stating that this process will be conducted with complete transparency and adherence to professional standards. It also highlighted that it has acted similarly in response to oversight from over twenty national and international organizations that have been involved in various phases of the partnership.
According to Codelco, this audit will help verify the integrity, technical level, and consistency of the procedure, covering both the hiring process and the tasks performed by Morgan Stanley. Reports suggest that this hiring may have occurred before and without the State Board’s knowledge.
However, an approval process without a thorough prior audit by the Comptroller raises concerns about its autonomy and could confirm perceived pressures on Dorothy Pérez from the Ministry of Finance to expedite recognition.
SQM (Sociedad Química y Minera de Chile S.A.) faced enforcement actions in 2017 by the SEC and the Department of Justice (DOJ) for violations of the Foreign Corrupt Practices Act (FCPA), which prohibits publicly traded companies in the U.S. from bribing foreign officials for commercial advantage. Within this context, the company agreed to pay over $30 million to resolve related civil and criminal cases in January 2017, thereby concluding that process.
The agreement between Codelco and SQM is structured as a joint venture between Codelco’s subsidiary, Minera Tarar, and SQM Salar, aimed at the collaborative exploitation of the Salar de Atacama. As stated in official communications and submissions to the SEC (Form 6-K) by both companies, the operation is set to undergo a development phase from 2031 to 2060, with Codelco positioned as the majority stakeholder in the long-term project.
This joint venture will replace the current contract between SQM and Corfo, which remains active until 2030, establishing a new operating framework for lithium in the Salar de Atacama from that point forward. The initiative aligns with the National Lithium Strategy announced by the Chilean Government in 2023, which aims to increase state participation in strategic projects through public-private partnerships.
Regulatory Status of the Agreement
In April 2025, SQM informed the SEC that the National Economic Prosecutor’s Office (FNE) of Chile approved the initial phase of the review of its partnership with Codelco. The FNE granted approval, but imposed several conditions to mitigate risks and prevent potential competition issues, including limits on information sharing and requirements for good corporate governance. This approval constituted a significant interim step within the regulatory process.
Subsequently, on November 10, 2025, the Chinese competition authority (SAMR) also approved the operation, which is subject to conditions. These include obligations to protect sensitive information, requirements for corporate governance, and commitments to supply lithium carbonate to clients in China on fair, reasonable, and non-discriminatory (FRAND) terms.
Based on contractual documentation and available public information, the SQM-Codelco agreement has a definitive contractual structure, but its completion remains contingent upon satisfying explicitly defined legal and regulatory milestones, as well as executing associated contracts. The finalization will occur once all the stipulations outlined in the contract are fulfilled.
However, the Comptroller may have opened the door for Codelco to withdraw the suspensive condition related to the SEC, thereby facilitating the recognition process.
“If Codelco proceeds in this manner, the independence of the Comptroller’s office could be called into question, as it would appear to be acting more as a guide to expedite the agreement’s signing rather than conducting a thorough audit before the final recognition,” sources told El Ciudadano.
SEC Investigation and Its Impact on the Agreement
In its filings with the SEC, SQM reported that the SEC reactivated an investigation in the third quarter of 2025 concerning potential violations of the FCPA. Since then, the company has indicated that no substantive progress or public actions have been recorded in this process.
A comprehensive review of available filings shows no subsequent submissions, resolutions, or additional official communications from the SEC or the DOJ related to this investigation. When consulted by El Ciudadano, the SEC stated that it can only refer to publicly available information without commenting on ongoing investigations.
According to a senior associate from Larraín Vial, Codelco may be positioned to waive that condition in order to proceed with the agreement.
This strategic move could represent the next step for Máximo Pacheco.
At the close of this article, Deputy Cristian Tapia remarked, «We were very pleased with the audit announced for the SQM-Codelco agreement by the Comptroller. However, throughout the day we observed that there was indeed recognition, albeit with guiding conditions, to allow continued exploitation of the Salar de Atacama, the most significant in the world, until 2060. I am disappointed with the Appeals Court of Antofagasta, with Santiago, disappointed with the Comptroller, as what sense does it make to conduct an audit when the contract is already signed? And even if in 6 or 7 months it is determined that Codelco did not act appropriately and there were anomalies in the contract with Morgan Stanley, that there was a clause requiring a bidding process by 2027, perhaps Máximo Pacheco will already be in a tax haven, maybe on some island, and he could potentially be penalized, but the contract will already be signed if the Comptroller gives the green light and recognition. Although Pinochet is no longer alive, he is still present through Ponce Leroy and all of his family who continue to enrich themselves.»
For this report, Deloitte Legal and Carey, firms that have served as advisors to SQM at various stages of the process, were consulted but declined to provide comments or additional information regarding the status of the SEC investigation or its potential agreement with Codelco.
Sources:
SEC (Securities and Exchange Commission)
1- Securities and Exchange Commission (SEC). Form 6-K – Financial Statements Q1 2025 (SQM).
Available at: https://www.sec.gov/Archives/edgar/data/909037/000090903725000030/a6- k_financialstatementsq1.htm
2- Securities and Exchange Commission (SEC). Form 6-K – Earnings Release Third Quarter 2025 (SQM).
Available at: https://www.sec.gov/Archives/edgar/data/909037/000090903725000042/a6- k_3q2025earningsrelease.htm
3- Securities and Exchange Commission (SEC). Form 6-K – FNE Refers to SQM-Codelco Association.
Available at:
https://www.sec.gov/Archives/edgar/data/909037/000090903725000024/a6_kxfnereferstosq mcodelco.htm
4- Securities and Exchange Commission (SEC). Form 6-K – Press Release on SAMR Approval.
Available at: https://www.sec.gov/Archives/edgar/data/909037/000090903725000040/a6_k- sqmpressreleasexsamra.htm
5- Securities and Exchange Commission (SEC). Exhibit 4.1 – Redacted Joint Venture Agreement SQM–Codelco.
Available at:
https://www.sec.gov/Archives/edgar/data/909037/000090903725000020/exhibit41redactedjointve.htm
6- Securities and Exchange Commission (SEC). SEC Enforcement Actions – FCPA Cases. Available at:
7- Securities and Exchange Commission (SEC). SQM Filings – CIK 0000909037. Available at:
https://www.sec.gov/Archives/edgar/data/909037
FCPA (Foreign Corrupt Practices Act – 1977)
8- Securities and Exchange Commission (SEC). Administrative Proceeding – In the Matter of Sociedad Química y Minera de Chile S.A. (2017).
Available at:
https://www.sec.gov/files/litigation/admin/2017/34-79795.pdf
9- Department of Justice (DOJ). Chilean Chemicals and Mining Company Agrees to Pay More Than $15 Million to Resolve Foreign Corrupt Practices Act Violations.
Available at:
International Regulation
10- National Economic Prosecutor’s Office (FNE). Report on Approval of SQM–Codelco Partnership with Mitigation Measures.
Official Document, Chile (2025).
11- State Administration for Market Regulation (SAMR). Approval of SQM–Codelco Partnership, according to communication released by SQM via Form 6-K.
Available at:
https://www.sec.gov/Archives/edgar/data/909037/000090903725000040/a6_k- sqmpressreleasexsamra.htm
Corporate Documents
12- Sociedad Química y Minera de Chile S.A. (SQM). Contractual documentation and closure conditions of the SQM–Codelco agreement.
Available at:
https://ir.sqm.com/static-files/8776971e-5cd6-4a43-9104-969f26310f2
13- Codelco – SQM. Informative Brief on the SQM–Codelco Agreement and National Lithium Strategy.
Available at:
https://acuerdocodelcosqm.cl/wp-content/uploads/2025/05/2025_04_30_-Minuta-.docx-1.pdf
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