Civil Law and Contracts
Our firm has professionals specialized in Civil Law and Contracts, both in patrimonial and family matters. These disciplines are essential in the daily practice of law. This area includes general and commercial contracts, obligations, inheritance, real rights, patrimonial civil liability, family law, guarantees and all types of contracts derived from national and international commercial activities.
Corporate and Corporate Law
The Firm has years of experience advising domestic and foreign companies in all aspects related to the incorporation of different types of companies, establishment of branches, agencies, subsidiaries and representative offices, as well as controlling their optimal corporate operation.
Our Corporate Law area includes advisory services for the elaboration and/or modification of corporate agreements, bylaws, negotiation and elaboration of shareholders’ agreements, mergers, spin-offs, transformation and reorganization of companies in general, as well as their dissolution and liquidation processes. Likewise, we design and implement strategic alliances, consortium agreements, joint venture, commercial commission, agency and representation agreements, among others, including all registration issues related to corporate law.
Banking, Finance, Insurance and Pensions
Our service in banking and financial matters extends to all areas of such activity, including complementary services companies. Today, we provide not only comprehensive advice on banking, financial or investment matters, but also on regulatory aspects and structuring of various credit facility schemes, from simple bilateral credit operations to international syndicated loan transactions. We also handle guarantee structures, hedging mechanisms, implementation of trusts, trust commissions and investment funds in order to structure our clients’ transactions.
The Firm has significant experience in the insurance sector. In fact, it has been advising, for many years, one of the most important insurance companies in the country, and several of its members serve as members of its Board of Directors.
It advises brokers, adjusters, insurance and reinsurance companies, offering its services in matters related to the organization, operation and compliance with the regulatory framework. On the other hand, we are also in charge of the development of new products and coverage, the preparation and negotiation of insurance contracts, and the representation before the Superintendence of Banking and Insurance and AFP.
Likewise, the Firm maintains an outstanding experience in the pension sector. Since the beginning of the private pension system, it has provided advice to one of the main pension fund management companies in relation to the organization, operation, as well as regulatory matters with respect to the fund manager and the funds managed by it.
The breadth of the firm’s work in the securities market is remarkable. It provides legal advice to companies, issuers, financial entities, investment banks, pension funds, mutual funds, brokerage firms, stock exchanges and securities clearing institutions with respect to issues, structuring and public, private, domestic and international placements.
It also guides companies in the formulation of their public offerings of securities, the design of various forms of purchase and sale of securities and derivatives contracts.
Therefore, one of the great comparative advantages of our organization in this field is the deep and specialized knowledge of our lawyers on the functioning of the capital markets. This is due to the direct and constant participation of our team in the management bodies of securities intermediary companies, clearing and settlement institutions and the securities market regulator.
The Firm provides a careful consulting service focused on the adoption of organizational structures and agreements aimed at reducing agency costs. Thus, we guide various clients in the design of dividend and executive compensation policies, interest alignment mechanisms (options and performance bonuses, among others), management’s duties of conduct and minority shareholders’ rights. We provide specialized advice in decision-making regarding their relations with employees, suppliers and other creditors.
Concessions and Privatizations
We provide guidance to companies during privatization processes called by the Peruvian State, as well as in national and international public bids for the granting of concessions for the development of infrastructure projects and activities.
We have participated in several public biddings of electric power generation and distribution companies, as well as in the granting of concessions for port and airport services, among other sectors. We guide our clients to obtain the highest qualification as bidders, guiding them in the analysis of the bidding conditions, the structuring of consortia and the preparation of consortium agreements. Finally, we perform legal due diligence of the entities to be privatized, within a study and analysis of the contracts for the transfer of assets and/or concession contracts by the State.
Mergers and Acquisitions
We have successful experience in corporate reorganizations and acquisitions of companies in the financial sector, insurance, pensions, industrial, commercial and service companies. This, through the completion of mergers, spin-offs or other corporate reorganization structures according to the needs of each client.
Our advice covers all stages of the process of blocks of property, assets or shares (acquisition, sale or exchange); taking care, in a timely manner, of the fulfillment of the conditions precedent to the closing and the structuring of various forms of consideration, including exit rights.
Labor Law, Social Security and Immigration Law
The Labor Law area provides specialized advice on the establishment of personnel hiring policies, reduction of labor costs, creation of remuneration plans and incentives for national and foreign workers, clearly delimiting the obligations and rights derived from a labor relationship. Our services include labor reorganization processes, including downsizing.
Our experience allows us to perform audits aimed at establishing the degree of compliance with labor obligations by our clients, in order to propose practical and efficient solutions to avoid subsequent sanctions. We have experience in collective bargaining, social security and outsourcing.
In the immigration field, we guarantee that our clients obtain the immigration status required to develop their professional activities in the country, avoiding any type of immigration risk for the company, its foreign executives or their relatives. We provide professional guidance to foreign natural persons who wish to temporarily enter or reside in Peru as investors, professionals, students or renters.
The Tax Law area is in charge of the tax advice and planning of transactions, investments and businesses carried out in the country by national and foreign companies.
Our extensive experience allows us to participate in the planning and structuring of operations such as transfer of assets and shares, corporate reorganizations, financing operations, real estate projects, among others, seeking the lowest tax impact legally possible.
We analyze the tax implications of international operations considering, if applicable, the different agreements signed by Peru to avoid double taxation.
We provide permanent advice on compliance with formal and substantial tax obligations, as well as on special tax regimes. We accompany our clients in verification and inspection procedures carried out by tax authorities, as well as in the processing of refund requests and Certificates of Recovery of Invested Capital.
We represent our clients in proceedings to challenge assessments that may be initiated by the National Superintendence of Customs and Tax Administration (SUNAT), the Tax Court, Municipal Governments and the Judiciary, among other government agencies that do not comply with the legal system.
We prepare Technical Studies of Transfer Pricing, through which we verify and support the market value used in transactions made between economically related companies or made from, to or through territories of low or no taxation.
Customs and Foreign Trade Law
Our Customs and Foreign Trade area provides legal guidance to exporting and importing companies, both domestic and foreign, through permanent assistance on the different customs regimes provided for in the current legislation. Thanks to years of work in this field, we have in-depth knowledge of the legal aspects of foreign trade operators, as well as the customs valuation regime approved by the World Trade Organization (WTO). Therefore, we can assist our clients in processing the import regime for consumption, re-import in the same state, temporary admission for re-export, definitive or temporary export for re-import in the same state, as well as the different processing regimes.
We are in charge of advising and processing applications for the restitution of customs duties, as well as the refund of the balance in favor of the exporter.
The Firm supports different companies and business associations against investigations or complaints related to vertical and horizontal agreements, predatory pricing, dumping, monopolistic practices, abuse of dominant position, among other anti-competitive conducts.
Our specialized services in competition matters not only include sponsorship in all kinds of disputes before the corresponding governmental authorities, but also include the evaluation and design of commercial strategies in defense of our clients’ interests, paying special attention to preventive advice so that our clients’ actions are not considered anticompetitive.
To this end, we continuously train our clients on the scope and interpretation of the relevant regulations, as well as the criteria and guidelines applied by governmental authorities in order to mitigate and reduce possible legal contingencies.
Thus, we have ample experience in dispute resolution. The members of our Firm have represented different companies in competition matters, such as the investigations followed by the National Institute for the Defense of Competition and Protection of Intellectual Property – INDECOPI (Instituto Nacional de Defensa de la Competencia y Protección de la Propiedad Intelectual) in dissimilar matters, such as the commercialization of Liquefied Petroleum Gas, Drugstore Chains, the alleged agreements in the generation and transmission of energy, and the agreement of premiums of the Compulsory Traffic Accident Insurance (SOAT).
Unfair Competition and Advertising
We provide preventive advice and sponsorship of proceedings that are initiated with respect to acts of Unfair Competition carried out through advertising media, such as those acts that violate the principles of authenticity and legality of advertising.
We are concerned with guiding our clients in a comprehensive manner on the different aspects that involve Unfair Competition, so that the commercial practice in the market is always flawless and sustainable in time, preventing behavioural errors that may damage the commercial strategy of our client.
Industrial Property and Information Society Law
Nowadays, intangible assets are increasingly valued. Among them, intellectual creation stands out for its importance: innovation in trademarks and patents, for example, is of great commercial value. For this reason, we offer comprehensive advice in this area.
Our extensive professional practice allows us to work with issues related to the food and pharmaceutical industry, mass consumption products, the automotive sector, broadcasting, entertainment or telecommunications. Within these fields, we focus mainly on utility models, industrial designs, trademarks, trade names and slogans, trade secrets, licensing and assignment of rights, domain names, e-commerce, technology transfer and intellectual property taxation.
In addition to taking care of all the aspects involved in the protection of these rights, we perform audits of the legal status of trademarks and other distinctive signs or elements of intellectual property.
As a core item in our work for the protection of information, our Firm provides advice on issues related to the protection of Copyrights and related rights, sponsoring not only our clients in the different procedures that may be initiated before INDECOPI and other governmental entities, but also creating strategies for the effective protection of their moral and patrimonial rights (royalties).
In coordination with the competent authorities, we carry out anti-piracy operations in different parts of the country and, at the same time, we accompany our clients during the inspection visits that may be carried out by the Copyright Commission of INDECOPI, in order to safeguard their rights.
For years we have been advising large companies in their relations with consumers, highlighting the importance of prevention in compliance with consumer protection regulations. In recent years, this regulation has evolved significantly in our country with the aim of safeguarding the rights of consumers and forcing companies to act with greater caution in the market. This evolution has generated that our Firm works with the legal, commercial and marketing areas of our clients, to guide them during the launching of commercial and advertising campaigns. Likewise, we accompany them in the establishment of internal policies and procedures, in order to prevent and avoid possible infringements to the laws in this matter, during their actions in the market.
Complementarily, and as part of our policy of comprehensive advice, we train our clients in the scope of the current regulations and the criteria used by the Consumer Protection Commission of INDECOPI, emphasizing the casuistry in their business areas.
Mining, Oil & Energy Law
Within these three fields, we concentrate on working with investments, the acquisition of rights and concessions, association contracts, the provision of services and the sale of products in the international market.
After the creation of the Ministry of the Environment, these specialties have acquired great relevance, so that the various economic sectors dedicated to the use of natural resources have been obliged to comply with environmental quality standards and formal obligations (permits, licenses and declarations) before the authorities of the competent sectors.
In the area of Mining Law, in particular our Firm manages the formulation and obtaining of permits and licenses for mining exploitation, as well as the compliance with formal and tax obligations related to such activity (including water use, land acquisition, safety and hygiene procedures), from the exploration stage to mine closure. Likewise, we evaluate and determine the legal situation of mining properties and their owners; taking care of the elaboration, review and negotiation of transfer, assignment and mining option contracts; and all the wide spectrum of responsibilities and environmental risks for our clients.
We have a specialized area in the control of service contracts related to the hydrocarbon sector, guiding our clients in the negotiation and drafting of contracts for the supply, commercialization, distribution and transportation of liquid fuels and other hydrocarbon products.
Fishing Law, Agro-industrial and Environmental Matters
Our advice in the area of Fishing Law covers all matters concerning the legislative regulation of the country’s fishing productive activity, representing our clients in all kinds of formalities and procedures before the Ministry of Production, the General Directorate of Fisheries, the Fisherman’s Social Benefits Fund, the Tax Administration, and any other administrative authority.
Our work in agricultural and agro-industrial matters consists of instructing our clients in the process of exporting diverse products with high demand in international markets, including the acquisition and defense of rural property and water rights.
The firm’s practice in the area of Insolvency Law focuses on the organization of restructuring operations of corporate liabilities, either by individual or joint decision with one or more creditors, or within the Equity Restructuring Commission of Indecopi. Thus, we accompany our clients in the restructuring of liabilities of operations arising from debt and leasing contracts, in the combination of new guarantee structures and payment schedules, the constitution of trusts of different types over assets and the issuance of securities, among others.
The State assumes a fundamental role in the regulation, supervision and promotion of private activity, which, among other aspects, includes the execution of important public works and concessions at the national level. This, together with the decentralization process of the country, has generated, in recent years, an important development in the actions of state entities and companies.
We have the area of Public Administration Law, in order to attend all legal consultations of public and private entities involved in the framework of the State Contracting Law. Our staff of professionals are experts in public management and regulatory production.
Arbitration and Dispute Resolution
The Firm has a solid experience in the litigation area, as a result of the practice of the lawyers dedicated to it both in the Superior Court of Justice of Lima and the Supreme Court of the Republic, as well as in private practice (arbitration). We advise our clients in all types of proceedings: civil, commercial, corporate, labor, and administrative. We represent them in all stages of judicial proceedings and in the enforcement of judgments, developing effective procedural strategies. We handle all types of judicial collections, including the search for extrajudicial means of payment, the preparation and negotiation of extrajudicial transactions and, of course, the analysis of risks in order to minimize exposure to recovery problems and ensure the effectiveness of collection procedures, among others.
All this, from a position that favors prevention, anticipating, whenever possible, the existence of the conflict.
Tourism and Entertainment
We have valuable experience in the area of Tourism and Entertainment, which is why one of the main economic groups in the country, dedicated to the operation of hotels, restaurants, and gaming halls, trusts the success of its management to us.
We provide comprehensive advice on all matters related to obtaining authorizations and permits, according to the regulatory framework of the activity.
Our Telecommunications area is in charge of advising on the legal and regulatory aspects related to telephony, open and/or private television, radio broadcasting, satellite communication and Internet services. We guide our clients in the negotiation and drafting of contracts corresponding to the provision of these services, as well as in the care of their free competition in the sector.
We have experience in obtaining licenses, registrations and authorizations before the corresponding authority and we participate, with our clients, in the solution of controversies before the Supervisory Body of Private Investment in Telecommunications, OSIPTEL and the Ministry of Transportation and Communications.
The services provided by the Firm also cover economic and financial aspects derived from legal advice to the client, as well as negotiation activities, political advice, promotion of institutional image and consultancy in international technical cooperation projects.
There are specialized matters that the Firm does not deal with directly, or that are outsourced to first class specialists, subject to prior agreement with the client.
The Firm has accumulated valuable experience in the constitution and permanent support to the Manuel J. Bustamante de la Fuente Foundation and the Filarmonía Cultural Association, as well as to other non-profit entities dedicated to humanitarian and social aid, such as the María Auxiliadora Charitable Association and Buckner Peru.