PERU Law and Practice Contributed by: Alfred Kossuth Wieland and Edgardo Bernal Santos, Thorne, Echeandia & Lema Abogados
In order to further promote the development of the securities market in Peru, Nuam (the holding company that integrates the Lima Stock Exchange) has been promoting a process aimed at integrating the market infrastructures of Chile, Colombia and Peru. Despite these initiatives, Peruvian companies contin - ue to show a clear preference for debt-based financ - ing – whether through bank loans, commercial credit or private lending arrangements, or through private capital increases. 5.2 Securities Regulation The securities market in Peru is governed by the Securities Market Law and by the regulations issued by the SMV. These rules are intended to promote the orderly development and transparency of the securi - ties market, and to ensure adequate investor protec - tion. Accordingly, the Securities Market Law regulates public offerings of securities and their issuers, publicly offered securities, securities market intermediaries, stock exchanges and other participants in the securi - ties market, among other matters. With respect to stock exchange transactions within the securities market, the regulations provide that trades must generally be carried out through author - ised securities market intermediaries (ie, broker-dealer firms), unless the transaction involves the acquisition or increase of a significant participation in an issuer. In Peru, a “significant participation” arises when an acquirer reaches or exceeds a shareholding of 25%, 50% or 60% of the issuer’s share capital, or acquires such number of shares or voting rights that, in any of these scenarios, allows them to appoint or remove the majority of the members of the board of directors, or to amend the company’s by-laws. In this context, the acquisition or increase of a signifi - cant participation in an issuer may only be carried out through a Public Acquisition Offer (OPA), which must be approved by the SMV. For this purpose, the bid - der is required to submit an offering prospectus and to provide a guarantee in favour of the broker-dealer to secure compliance with the obligations assumed under the Public Tender Offer. Acceptance of the offer is made through the broker-dealer.
There are no additional regulatory requirements appli - cable specifically to foreign investors in the context of foreign direct investment in Peru. 5.3 Investment Funds In line with the principle of equal treatment of for - eign and domestic investors, there are no obligations applicable to foreign direct investment that differ from those imposed on capital markets participants in gen - eral. Accordingly, an investment fund must comply with the standard obligations applicable to investors, including engaging a licensed broker-dealer and com - plying with the applicable disclosure requirements. 6. Antitrust/Competition 6.1 Applicable Regulator and Process Overview In Peru, merger control and other business concentra - tion transactions are subject to a mandatory competi - tion review regime established by Law No 31112, the primary objective of which is to safeguard effective competition in the market. The regime is designed to prevent transactions that could substantially lim - it competitive dynamics or result in the creation or strengthening of monopolistic or dominant market positions to the detriment of consumers and overall economic efficiency. The law has a broad scope and encompasses a variety of structural transactions, including corporate merg - ers, acquisitions of control, the formation of joint ven - tures and the acquisition of productive assets. Trans - actions falling within this scope must be notified to INDECOPI when certain economic thresholds are met. Specifically, mandatory notification applies when, dur - ing the preceding fiscal year, the aggregate value of sales, gross income or assets of the parties reaches or exceeds 118,000 Tax Units (UIT), and at least two of the parties individually record sales, gross income or assets of no less than 18,000 UIT. For reference, the UIT applicable for 2026 has been set at PEN5,500. Where both thresholds are met concurrently, prior clearance from INDECOPI is required before the transaction may be implemented. Conversely, if the thresholds are not met by at least two parties, the filing
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