PERU Trends and Developments Contributed by: Carlos A. Patrón, David Kuroiwa and Vania Cruz, Payet, Rey, Cauvi, Pérez Abogados
information required for filings to be admitted for review. In particular, the authority has requested due diligence reports related to the analysis of the transaction. However, to date, INDECOPI has not established any criteria regarding the application of attorney-client privilege to such documents, nor has it clarified which specific types of due diligence reports fall within the scope of the required infor - mation. Likewise, the authority has not clarified whether, in general terms, the documents required by the notification form should be limited to those prepared, reviewed, or discussed at a relevant decision-making level within the company – for example, documents approved or reviewed by decision-making bodies or key management – as is the case in other jurisdictions, such as the Euro - pean Union. Similarly, when due diligence reports or other transaction-related documents do not contain information relevant to the analysis of the transaction, the parties involved may request a waiver, which INDECOPI has accepted in previous cases. • Regarding non-compete and non-solicitation agreements in transactions, it should be noted that INDECOPI has adopted a stricter approach in its assessment. In particular, with respect to non-com - pete agreements, the authority has been especially rigorous in verifying compliance with certain key parameters: (i) the agreement must not exceed a duration of three years (temporal scope); (ii) the agreement must only cover the economic agents involved in the transaction (subjective scope); (iii) the agreement must be strictly limited to the economic activities that constitute the object of the acquisition (material scope); and (iv) the agreement must be limited to the geographic area in which the target carries out its economic activities (geograph - ic scope). • With respect to the material scope, INDECOPI gen - erally does not accept clauses that prohibit com - petition in activities that are partially connected to the acquired business, but only in relation to the same economic activities carried out by the target. This may also include activities in which the target planned to participate, provided that there is a concrete and sufficiently documented plan evi - dencing such intended expansion or market entry. In practice, INDECOPI tends to require detailed
legal and economic justifications for these types of agreements. • In non-solicitation agreements, INDECOPI focuses on whether hiring restrictions are limited to clearly defined, business-critical roles – such as key employees or senior management – and may require further justification where the scope is broader or unclear. • Under the Merger Control Law, INDECOPI has the power to investigate closed transactions that did not meet the jurisdictional thresholds within a year from their completion on an ex officio basis if the concentration is considered as one that can create a dominant position or that has the potential to restrict competition. As of May 2026, INDECOPI had not initiated ex officio cases. • As of May 2026, INDECOPI has not sanctioned any company for failing to notify a transaction. How - ever, earlier this year the authority issued its first sanction decision in the energy market in a case involving the alleged submission of incomplete information within a merger control proceeding in response to an information request made by INDECOPI. It should be noted that this decision was issued at the first administrative instance; therefore, the parties retain the right to challenge it through an appeal. • Up to May 2026, INDECOPI had issued the (i) Thresholds Calculation Guidelines, (ii) the Guide - lines for the Qualification and Analysis of Concen - tration Operations and (iii) a practical guide related to the applications submitted to INDECOPI, the banking authority, or both agencies. In October 2025, INDECOPI issued the draft procedural guide - lines of the merger control regime, which are aimed at explaining the procedures related to prelimi - nary inquiries, deadlines and rules that should be applied at the various stages of the merger control procedure. • During these five years, there have been no amendments to the Merger Control Law, nor have any bill proposals been submitted in that regard. Relevant decisions From June 2021 (when Law 31112 came into force) to May 2026, INDECOPI has reviewed the following cases under Phase 2: Pharmaceutica Euroandina/ Hersil (pharmaceutical market), CSGI/Enel (energy
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