PERU Law and Practice Contributed by: Alfred Kossuth Wieland and Edgardo Bernal Santos, Thorne, Echeandia & Lema Abogados
2. Recent Developments and Market Trends 2.1 Current Economic, Political and Business Climate Peru’s current economic and business environment remains generally favourable for inbound FDI, under - pinned by a track record of macroeconomic stability, an open trade policy framework and ongoing efforts to enhance infrastructure and connectivity. Recent data on FDI flows reflects that USD2.4 million in FDI commitments were made in 2025, corresponding to ten investment projects. These results reflect the impact of co-ordinated management between the public and private sectors, reinforcing Peru’s position as an attractive investment destination. Large-scale infrastructure projects such as the expansion of Jorge Chávez International Airport and the development of the Port of Chancay are strengthening the country’s logistics capabilities and supporting its ambition to consolidate itself as a regional hub. Inflation control has further contributed to maintaining investor confi - dence, although political uncertainty continues to be a relevant factor in investment decision-making. From a regulatory and institutional perspective, Peru offers a relatively stable and investor-friendly frame - work for foreign investment. A key feature is the possibility for foreign investors to enter into Legal Stability Agreements with the Peruvian State, which provide long-term certainty regarding the applicable tax regime, the free availability of foreign currency and the unrestricted remittance of profits, dividends and royalties. Such agreements have the force of law and cannot be unilaterally amended, and are typically granted for a ten-year term (or for the duration of a concession, where applicable) and include recourse to arbitration for dispute resolution. To benefit from this regime, investors must channel investments through the local financial system and meet minimum invest - ment thresholds, depending on the sector. Looking ahead, certain regulatory and institutional developments may be relevant for foreign investors. A draft of a new General Corporations Law has been published, proposing changes to corporate govern - ance rules, including shareholders’ agreements, remote meetings, directors’ liability and composition,
and the introduction of single-shareholder compa - nies. In parallel, the securities regulator has identified the strengthening of transparency requirements as a regulatory priority, particularly regarding directors’ remuneration, issuer management and audit commit - tee composition. From a dispute resolution standpoint, Peru’s con - stitutional guarantee of access to multiple judicial instances, together with its adherence to the ICSID Convention, continues to provide foreign investors with access to both domestic remedies and interna - tional investment arbitration mechanisms. Along these lines, Brookfield (the majority shareholder of Rutas de Lima S.A.C.) has initiated an arbitration proceeding against the Peruvian State, after being compelled to approve the dissolution and liquidation of Rutas de Lima S.A.C. (RDL). Brookfield argues that the deterioration of RDL’s financial position was driven by multiple actions that undermined the toll road con - cession held by RDL and ultimately caused the com - pany’s equity to become negative. Measures cited by the company include the suspension of toll collection at the Chillón toll plaza and the Conchan toll station, pursuant to decisions issued by the Constitutional Court and a judicial ruling. 3. Mergers and Acquisitions 3.1 Transaction Structures The most commonly used structures for transactions in Peru are: • share acquisitions; • mergers and acquisitions; and • asset purchases. In principle, these transaction structures may be applied to both public and private companies. How - ever, the key distinction lies in the fact that public company transactions are also subject to Peruvian securities market regulations, whereas transactions involving private companies are not required to com - ply with such regulatory framework.
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