{"id":138558,"date":"2026-04-08T11:29:07","date_gmt":"2026-04-08T11:29:07","guid":{"rendered":"https:\/\/my.legal500.com\/guides\/?post_type=comparative_guide&#038;p=138558"},"modified":"2026-04-08T11:29:07","modified_gmt":"2026-04-08T11:29:07","slug":"peru-mergers-acquisitions","status":"publish","type":"comparative_guide","link":"https:\/\/my.legal500.com\/guides\/chapter\/peru-mergers-acquisitions\/","title":{"rendered":"Peru: Mergers &amp; Acquisitions"},"content":{"rendered":"","protected":false},"template":"","class_list":["post-138558","comparative_guide","type-comparative_guide","status-publish","hentry","guides-mergers-acquisitions","jurisdictions-peru"],"acf":[],"appp":{"post_list":{"below_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">Rubio Legu\u00eda Normand<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2019\/03\/Rubio.jpg\"\/><\/span><\/div>"},"post_detail":{"above_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">Rubio Legu\u00eda Normand<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2019\/03\/Rubio.jpg\"\/><\/span><\/div>","below_title":"<span class=\"guide-intro\">This country specific Q&amp;A provides an overview of Mergers &amp; Acquisitions laws and regulations applicable in Peru<\/span><div class=\"guide-content\"><div class=\"filter\">\r\n\r\n\t\t\t\t<input type=\"text\" placeholder=\"Search questions and answers...\" class=\"filter-container__search-field\">\r\n\t\t\t<\/div>\r\n\r\n\t\t\t\r\n\r\n\r\n\t\t\t<ol class=\"custom-counter\">\r\n\r\n\t\t\t\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the key rules\/laws relevant to M&A and who are the key regulatory authorities?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p><u>For private M&amp;A transactions<\/u>, the key legal framework is the Peruvian Corporate Act (<em>Ley General de Sociedades<\/em>) and the Peruvian Civil Code.<\/p>\n<p><u>For public M&amp;A transactions<\/u>, in addition to the previously mentioned laws, the Capital Markets Act (<em>Ley de Mercado de Valores<\/em>), the Tender Offer Regulation (<em>Reglamento\u00a0sobre\u00a0Oferta P\u00fablica de Adquisici\u00f3n\u00a0y de Compra de Valores por Exclusi\u00f3n<\/em>) and other relevant rules and regulations issued by the Superintendence of Capital Markets (<em>SMV<\/em> in its Spanish acronym) are also applicable.<\/p>\n<p>Public M&amp;As are supervised by the SMV and the Lima Stock Exchange, whereas Private M&amp;A transactions are not subject to supervision by any governmental agency. However, certain companies that hold specific assets or permits might require clearance from another governmental agency.<\/p>\n<p><u>Merger control procedure<\/u>, governed by the Merger Control Act (<em>Ley de Control Previo de Concentraciones Empresariales<\/em>), is overseen by the Peruvian competition agency (<em>INDECOPI<\/em> in its Spanish acronym), and notification from parties is applicable when:<\/p>\n<p>i. A change of control occurs due to (a) mergers and consolidations; (b) acquisition of shares and relevant operative assets (tangible and intangible, e.g. accounts receivable, financial assets, etc.); and (c) joint ventures (incorporated or unincorporated) and other partnership agreements (including public private partnerships) and<\/p>\n<p>ii. The following thresholds are achieved:<\/p>\n<p>(a) the combined sales or book value of assets from the most recent tax period for all parties involved in the transaction is, jointly, equal or higher than approximately US$175.4 million and<\/p>\n<p>(b) the turnovers or book value of assets from the most recent tax period for at least two of the parties involved in the transaction is, individually, equal or higher than approximately US$26.7 million each.<\/p>\n<p>Additionally, pursuant to the Regulation of the Merger Control Act:<\/p>\n<ul>\n<li>There is\u00a0<em>ex officio<\/em>\u00a0procedure if INDECOPI considers a transaction, that although did not surpass the thresholds, may cause anticompetitive effects in the Peruvian market. INDECOPI will have a 12-month period since the transaction is closed to assess it and consider if it requires clearance. INDECOPI may (i) approve the transaction, (ii) disapprove it, or (iii) order the parties to execute remedies. However, the parties may begin a voluntary procedure to receive clearance from INDECOPI. Under this scenario, the parties will have to obtain clearance from INDECOPI to close the transaction.<\/li>\n<li>A fast-track procedure is applicable when (i) the parties and their economic groups do not perform commercial activities in the same market as the target company or asset\u2019s market (either market of the product or service or geographical market) in Peru or when it does not participate in any stage of the production or supply chain in Peru, first landing; or, (ii) a transaction where the buyer passes from joint control to exclusive control.<\/li>\n<\/ul>\n<ul>\n<li>INDECOPI may review Public-Private Partnerships (PPP) agreements during any stage of the procurement.<\/li>\n<\/ul>\n<p>One of the main issues being discussed is when an international buyer acquires control of a Peruvian company to enter the Peruvian market for the first time, also known as \u201cfirst landing.\u201d At first glance, such transactions may not require clearance from INDECOPI, as the international buyer may not meet the aforementioned thresholds due to their inactivity in Peruvian territory in the prior fiscal year of the M&amp;A transaction. However, it is advisable to conduct an antitrust analysis to determine if the buyer -or any other company in their economic group- has sold goods or provided services to a Peruvian individual or entity, even if executed through a Peruvian intermediary. It is also important to review if they own tangible or intangible assets in Peruvian territory and if they hold shares or equity securities in a Peruvian company as a minority shareholder, investor, or financial partner. In summary, first landing, in and of itself, is not exempt from antitrust clearance regulations. Therefore, it is recommended to conduct an in-depth analysis to confirm whether or not the M&amp;A transaction with an international buyer requires clearance from INDECOPI.<\/p>\n<p>Additionally, it shall be considered that under Article Two of Resolution of the Superintendency of Banking and Insurance No. 00511-2023, operations covered by this law and its regulations, involving entities supervised by the Superintendency (banks, credit companies, among others), require approval based on procedures outlined by this authority. For financial institutions that take deposits or insurance firms, the Superintendency has a 20-business-day window to ascertain if the operation meets specified criteria. If it doesn\u2019t, the Superintendency shall advise companies to consider seeking approval from INDECOPI. If the operation doesn\u2019t require Superintendency approval, different provisions shall come into play. Furthermore, within 5-business-days of notifying companies, the Superintendency must provide INDECOPI with copies of its communications or resolutions, as per the stipulations of Article 21 of the Regulation.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What is the current state of the market?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>According to TTR, there were 167 M&amp;A transactions in 2025, reflecting a 8.74% decrease compared to 2024, with a total aggregate value of approximately USD 4.432 million, down 14.84% year-on-year. Out of those 167 transactions, 138 were completed.<\/p>\n<p>Private equity investment funds have been key drivers of the M&amp;A market, with notable activity particularly in cross-border and infrastructure-related deals, as well as in metals and minerals, oil and gas, and technology-linked assets. In 2025, Peru registered 13 private equity transactions for an aggregate value of USD 1.055 million. Additionally, venture capital deals and asset acquisitions were also performed throughout 2025.<\/p>\n<p>Among the international players, the US remains the top foreign investor in Peruvian M&amp;A, followed by Chile, Canada, United Kingdom, Brazil,\u00a0 Switzerland and Colombia.<\/p>\n<p>The market also remained strongly international in profile, with 82 inbound acquisitions in 2025 for an aggregate value of USD 2.785,81 million, compared to 19 outbound acquisitions for USD 374.18 million.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Which market sectors have been particularly active recently?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Throughout 2025, recent M&amp;A activity was active in sectors such as real estate, metal and mineral resources, oil and gas, industry-specific software, internet, IT services, among others.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What do you believe will be the three most significant factors influencing M&A activity over the next 2 years?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>M&amp;A activity is set to continue to be shaped by the execution of transactions already underway. According to TTR, there were 20 ongoing M&amp;A deals in 2025, with an aggregate value of USD 1.305 million, which suggests that a relevant portion of deal flow may close during 2026.<\/p>\n<p>As we move into 2026 and 2027, economic and political stability will be crucial for businesses looking to consolidate and diversify in Peru. This is particularly relevant given that 2026 is an election year. In practice, election periods do not stop dealmaking, but they often make investors more cautious, especially when transactions involve regulated businesses, long-term projects or sectors that are more exposed to changes in public policy. That usually translates into longer decision-making processes, more focus on risk allocation and, in some cases, delays between signing and closing.<\/p>\n<p>Certain sectors, such as mining and metals, real estate, education, and technology-related businesses, are expected to continue attracting investor attention, particularly in light of the concentration of deal activity in those subsectors during 2025.<\/p>\n<p>The three most significant factors influencing M&amp;A activity over the next two years will be: (i) political and macroeconomic stability; (ii) execution and closing of ongoing transactions currently in the pipeline; and (iii) sustained foreign investor appetite for Peruvian targets, particularly in the most active sectors.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the key means of effecting the acquisition of a publicly traded company?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>If a person or group of persons will, directly or indirectly, take control of publicly traded company (control being considered if such person(s) acquires an interest over shares with voting rights or any other equity instrument above 25%, 50% or 60% of the total voting shares in the company; or enters into a contract which grants such person the right to obtain a controlling stake or appoint the majority of members of the board of directors), then the acquisition will trigger the obligation to launch a mandatory tender offer (Oferta P\u00fablica de Adquisici\u00f3n \u2013 OPA).<\/p>\n<p>The mandatory tender offer is a protection that enables minority shareholders to be included in a change of control transaction.<\/p>\n<p>In that regard, in the first scenario, if the person will acquire (i) an interest below the abovementioned thresholds; (ii) any other equity instrument that is not shares with voting rights or any other instrument or contract that could give such person control of the publicly traded company, then the acquisition will be performed in the stock market through a stock trader.<\/p>\n<p>In the second scenario, the purchaser may also enter into an agreement with the controlling shareholder to acquire its shares directly. Once the shares of the controlling shareholders are acquired by the purchaser, the purchaser must launch a mandatory offer (OPA Posterior) to the remaining shareholders for a number of shares resulting from a formula set in the Tender Offer Regulation.<\/p>\n<p>With respect to the price of the tender offer, the price would be the one set by the purchaser except for the second scenario of the subsequent tender offer, where the price per share must be equivalent to the price set by an independent appraisal entity, following the pricing methodologies set in the Tender Offer Regulation (which include, Comparables Approach, Discounted Cash Flow, Precedent Transactions, among others).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What information relating to a target company is publicly available and to what extent is a target company obliged to disclose diligence related information to a potential acquirer?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The Companies\u2019 Registry and other governmental agencies may provide general information on a target company (i.e. certain representatives, registered capital stock, litigation, real estate property, etc.). However, that information may not be necessarily updated or complete, so it is customary for the purchaser only to request and pay for information which has not been delivered by its counterparty during the due diligence process or that the purchaser may want to have certainty of the information received.<\/p>\n<p>Information that only the target company may disclose as it is consider private information under Peruvian law is:<\/p>\n<ul>\n<li>Identity of the shareholders and their current equity interest (unless it is a public company)<\/li>\n<li>Financial statements (unless it is a public company)<\/li>\n<li>Arbitration procedures<\/li>\n<li>Private contracts (e.g. financial agreements and debt instruments, service agreements, joint ventures, employment contracts, etc.)<\/li>\n<li>Tax returns and tax investigations by the Peruvian tax authorities.<\/li>\n<li>Administrative sanctions<\/li>\n<li>Some licenses and permits issued by the Peruvian local municipalities authorizing the use of property for business purposes.<\/li>\n<\/ul>\n<p>Notwithstanding the above, the following information from public companies is publicly disclosed:<\/p>\n<ul>\n<li>Identity of the shareholders and their current equity interest if they hold, at least, 5% of the total capital stock of the target company<\/li>\n<li>Financial statements, including annual, quarterly and mid-term financial statements<\/li>\n<li>Relevant information disclosed by the target company in accordance with Relevant Matters and Reserved Information Regulation.<\/li>\n<li>Dividends policy<\/li>\n<li>Corporate governance policy.<\/li>\n<li>Economic group information.<\/li>\n<li>Financial information.<\/li>\n<li>Sanctions imposed by the SMV.<\/li>\n<\/ul>\n<p>The sellers or the target company cannot be obliged to disclose all their information but the purchaser, during the due diligence stage and the negotiation of the share purchase agreement, may include detailed representations regarding the target company, sand-bagging provisions, among others.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">To what level of detail is due diligence customarily undertaken?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Due Diligence is performed customarily in all M&amp;A transactions. However, the depth of such Due Diligence will depend on the purchaser needs. Our advice is to always perform an in-depth Due Diligence. Executive Due Diligence is regularly composed of (i) corporate law; (ii) tax law; (iii) labor law and employment; (iv) contracts; (v) finance, (vi) assets; (vii) compliance; (viii) intellectual property and (ix) main regulatory matters. A complete Due Diligence is composed of all legal practice areas, including the regulatory applicable legal framework, depending on the target company industry sector.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the key decision-making bodies within a target company and what approval rights do shareholders have?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Although the sellers may decide on their own to sell their shares, customarily a Shareholders\u2019 Meeting approves the transaction through a resolution. Particularly, if the shareholders have pre-emptive rights over the transferred shares. In the resolution, the shareholders will waive their pre-emptive rights in favor of the purchaser.<\/p>\n<p>In the case of public companies, the Tender Offer Regulation requires the Board of Directors to issue an opinion in connection with the advantages and disadvantages of the tender offer within 7 days following the day of launch. This opinion has no binding effects.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the duties of the directors and controlling shareholders of a target company?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><ul>\n<li>Act within their Powers<\/li>\n<li>Act on the benefit and the best interest of the company<\/li>\n<li>Exercise independent judgment<\/li>\n<li>Exercise reasonable care, skill and diligence<\/li>\n<li>Avoid conflict of interest<\/li>\n<li>Duty of loyalty<\/li>\n<li>Duty of care<\/li>\n<\/ul>\n<p>Controlling shareholders must respect the minority shareholders\u2019 rights and act within the scope of Peruvian law.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Do employees\/other stakeholders have any specific approval, consultation or other rights?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Employees or other stakeholders would only have specific approval, consultation or any other right if there is a written contract with the Target Company with a change of control provision (which, in the case of employees, is a very uncommon provision). However, in case of breach of this provision, the consequences are that the contract is terminated (in the case of financing agreements, the corresponding facility can be accelerated and any collateral securing the contract can be foreclosed) by default and the Target Company must indemnify the other party. Customarily, the Target Company gives notice to such parties (especially to financial entities) and generally they waive their rights under the change of control provision or conditioned it to certain matters prior to grant such waiver.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">To what degree is conditionality an accepted market feature on acquisitions?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Conditionality is generally accepted if the sellers must perform an act prior to closing (e.g. cancel an encumbrance over relevant assets or amend any internal procedure in the Target Company). Currently, it is a contractual matter agreed by the parties. Additionally, if the Merger Control Act is applicable, the transaction will be conditioned to the approval by INDECOPI before closing.<\/p>\n<p>In the specific case of public companies, moreover, addressing specifically tender offers- Tender Offer Regulation allows that a tender offer is conditioned to certain terms and conditions (e.g.\u00a0a minimum floor of shares is acquired through the tender offer).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What steps can an acquirer of a target company take to secure deal exclusivity?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In a non-competitive process, it is customary that the acquirer requests a deal exclusivity provision to the sellers of the Target Company in the non-binding offer letter, and the sellers of the Target Company grant such exclusivity. The deal exclusivity is commonly granted between 60 and 90 days, but it can be renewed for an additional period, prior negotiation between the parties.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What other deal protection and costs coverage mechanisms are most frequently used by acquirers?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Once exclusivity is secured, it is common to obtain break-up fees in case one of the parties opts out of the transaction without reasonable cause.<\/p>\n<p>Also, in the Share Purchase Agreement (SPA), the deal protection and cost coverage mechanisms more frequently used by acquirers are escrow accounts, confidentiality, non-compete, non-solicitation, arbitration and indemnification clauses.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Which forms of consideration are most commonly used?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Cash consideration is the most commonly used. But other forms of considerations such as share exchange or asset consideration have been used in M&amp;A transactions in Peru.<\/p>\n<p>In the case of mining deals, it is common for part of the consideration to be paid with mining royalties obtained from the revenues of the sale of extracted minerals by the target company after closing. This royalty typically ranges between 1% to 3% of the revenues and is paid to the seller on a regular basis, usually monthly or quarterly. The SPA must include a valuation method to calculate the mining royalties to be paid in order to cover the outstanding amount of the purchase price of the shares. This valuation can be based on various factors such as the expected lifespan of the mine project, the quality and quantity of the mineral deposits, and the current market price of the extracted mineral. Generally, the value of a mining royalty can be estimated by projecting the future revenue stream from the mine and discounting it back to its present value using an appropriate discount rate.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">At what ownership levels by an acquirer is public disclosure required (whether acquiring a target company as a whole or a minority stake)?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>For private companies, there is no mandatory obligation to publicly disclose ownership levels. For public companies, all information regarding the shareholders that hold at least 5% of the capital stock of the target company is public. Disclosure obligations reach the ultimate beneficial owner.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">At what stage of negotiation is public disclosure required or customary?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>For <u>private M&amp;A transactions<\/u>, it will only be publicly disclosed if the parties agree to disclose it and once the transaction is closed or when the SPA is executed (if the signing date and the closing date are deferred). In transaction that may bring media attention, parties may decide only to partially disclose the M&amp;A transaction.<\/p>\n<p>For <u>public M&amp;A transactions<\/u>, the negotiation must be reported to the SMV but it can be reported as a reserved matter and the SMV will not publicly disclose the negotiation. Once the binding offer is accepted by the shareholders, the transaction becomes publicly disclosed.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there any maximum time period for negotiations or due diligence?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>No. The maximum time period is negotiated between the parties. Regularly it will be the same time as the exclusivity period mentioned in section 12 above. Parties may continue to negotiate once the exclusivity period terminates but it will be under the purchaser\u2019s risk.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there any maximum time period between announcement of a transaction and completion of a transaction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>For private M&amp;A transactions, there are no maximum time periods between the announcement of a transaction and its completion.<\/p>\n<p>For public M&amp;A transactions, the Tender Offer Regulation states that in the case of a prior takeover (OPA Previa), there is no maximum time for completion, as is determined by the seller. However, the offer period cannot be shorter than 20 days.<\/p>\n<p>For a posteriori takeover (OPA Posterior), the offer must remain open for at least 20 days and no more than 40 days. If there are competing offers, they must be submitted within 10 days from the start of the OPA period.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there any circumstances where a minimum price may be set for the shares in a target company?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>No, parties are free to set the shares\u2019 price. But it must be considered that the Peruvian tax authority may object and may start an inspection if the share price is below market value.<\/p>\n<p>However, only in the case of a posteriori takeover bids, the minimum price to be offered for the listed securities has to be determined by a valuation entity and must be formulated within 6 months from the date on which the tender offer is launched or within 5 days from the issuance of the valuation report, whichever occurs first. Likewise, in this scenario, the tender offer must be performed in accordance with the formula set forth in Annex 1 of the Tender Offer Regulation.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is it possible for target companies to provide financial assistance?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>No. According to the Peruvian Corporate Act financial assistance by the Target Company is prohibited, including granting security interests by the Target Company to the buyer or any of its affiliates. Private equity transactions have been performed in Peru by using complex corporate and tax structures that will not be categorised as financial assistance.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Which governing law is customarily used on acquisitions?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Peruvian law is customarily used on acquisitions in Peru. However, foreign law may be used in some transactions where foreign parties are involved, but the parties must consider that in case of conflict of law, Peruvian law will prevail.<\/p>\n<p>New York law is customarily used in Peru for cross-border acquisitions involving Peruvian targets.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What public-facing documentation must a buyer produce in connection with the acquisition of a listed company?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><ul>\n<li>The prospectus.<\/li>\n<li>The notice to be published by the SMV, the Lima Stock Exchange, in the Peruvian Gazzette and in a newspaper.<\/li>\n<li>The corporate authorisations.<\/li>\n<li>The offeror\u2019s guarantee equivalent to the total consideration.<\/li>\n<\/ul>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What formalities are required in order to document a transfer of shares, including any local transfer taxes or duties?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>For private M&amp;A transactions, parties must enter into a share purchase agreement (SPA) to document the transfer of shares. The Target Company will register such transfer in the Shares\u2019 Ledger (which is held under custody by the Company\u2019s CEO). There are no share transfer taxes or stamp duty, but the sellers will have to declare such transfer in their tax return filed with the Peruvian tax authority \u2013 SUNAT. The tax rate will depend on whether the sellers are individuals or corporations and if the transfer is conducted through the Lima Stock Exchange or not.<\/p>\n<p>For public M&amp;A transactions, documentation will depend if the takeover is (i) a prior (OPA previa); or, (ii) posteriori (OPA posterior). Notwithstanding, the prospectus and the offeror\u2019s guarantee are essential documentation in both type of public takeovers. There is no share transfer tax or stamp duty in public takeovers. Shares are registered electronically by an agency named CAVALI (Central Register for Securities and Settlements in the Peruvian market).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are hostile acquisitions a common feature?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>No. There have been very few hostile acquisitions in the last 20 years. However, there have been hostile acquisitions in foreign jurisdictions which have affected directly in their Peruvian subsidiaries.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What protections do directors of a target company have against a hostile approach?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>As hostile takeovers are not common, there has been little or no experience with protective measures. However, certain bylaws and directors\u2019 agreements contain provisions such as poison pills or \u201csale of crown jewels\u201d that can be activated upon a hostile takeover.<\/p>\n<p>Additionally, directors and executive officers may have golden parachute clauses in their employment agreements that entitle them to severance payments if they are terminated from their positions due to a change in control of the company. Under Peruvian law, there are no specific regulations or guidelines from competent governmental agencies regarding the inclusion of golden parachute clauses in Peru. However, Peruvian Labor Courts have recognised golden parachute clauses in employment agreements, including those between companies and executives.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there circumstances where a buyer may have to make a mandatory or compulsory offer for a target company?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In public M&amp;A transactions, the buyer will be obliged to make an offer to the minority shareholders in an OPA posterior. In this case, the buyer and the majority shareholders may enter into an agreement out-of-the-counter. Once the shares from the majority shareholders are acquired, the buyer has 6 months to make an offer to the minority shareholders. The valuation of the minority shareholders\u2019 shares will be performed by an appraiser appointed by the SMV and the number of shares to be acquired by the buyer are calculated by a formula set in the Tender Offer Regulation.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">If an acquirer does not obtain full control of a target company, what rights do minority shareholders enjoy?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Minority shareholders have the right to: (i) attend Shareholders\u2019 Meetings and vote; (ii) receive payment of dividends; (iii) the shareholders holding at least 20% of the voting shares may request to convene a Shareholders\u2019 Meeting. In the case of publicly-traded companies (Sociedad An\u00f3nima Abierta\u00a0\u2013 S.A.A.), the threshold is 5%; (iv) request information on the target company; (v) the shareholders holding a least 10% of the voting shares may request to audit the target company\u2019s financial statements; and (v) shareholders may\u00a0 separate from the company in case they vote against a share capital decrease, merger or consolidation, spin-off, transformation of type of company or redomiciliation.<\/p>\n<p>In accordance with Article 181 of the Peruvian Corporate Act, derivative actions for liabilities are judicial or arbitration actions, which allows shareholders representing at least one-third of the company\u2019s share capital to sue the managers (directors or managers) for damages caused to the company, provided that the claim is in favor of the company and not under the particular interest of the shareholders, and that they have not approved the resolution that caused the damage to the company.<\/p>\n<p>On the other hand, the Peruvian Corporate Act also provides for individual liability actions against the company\u2019s managers for damages caused to shareholders or third parties. These actions are taken in cases of non-compliance with the duties and obligations that correspond to the managers and can be filed by any affected person, not necessarily a shareholder.<\/p>\n<p>Nonetheless, a shareholder holding at least 60% of the voting shares will have absolute control of the company unless the company\u2019s bylaws or a Shareholders\u2019 Agreement between the majority shareholder and the minority shareholders set forth higher voting thresholds.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is a mechanism available to compulsorily acquire minority stakes?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Besides OPA Posterior already explained, minority stakes can only be compulsorily acquired if there is a drag-along right for the majority shareholder agreed between the shareholders in a Shareholders\u2019 Agreement.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\r\n<div class=\"word-count-hidden\" style=\"display:none;\">Estimated word count: <span class=\"word-count\">4407<\/span><\/div>\r\n\r\n\t\t\t<\/ol>\r\n\r\n<script type=\"text\/javascript\" src=\"\/wp-content\/themes\/twentyseventeen\/src\/jquery\/components\/filter-guides.js\" async><\/script><\/div>"}},"_links":{"self":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide\/138558","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide"}],"about":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/types\/comparative_guide"}],"wp:attachment":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/media?parent=138558"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}