Peru mining due diligence
Mining due diligence for a Peru investment requires a coordinated review of US regulatory obligations and Peru-law compliance, with US-licensed counsel handling the US side and Peru-admitted counsel addressing local legal requirements. For US companies, investment funds, and individual investors evaluating mining assets or concessions in Peru, the diligence process spans corporate structuring, anti-corruption compliance under the Foreign Corrupt Practices Act (FCPA), securities disclosure obligations for publicly traded entities, and contractual risk allocation across jurisdictions. Law Offices of SRIS, P.C., a US law firm founded in 1997, works with Peru-admitted Of Counsel to provide US-licensed counsel for the US-law dimensions of a mining transaction while ensuring that Peru-law matters are addressed by an attorney admitted in that jurisdiction. To discuss a Peru mining matter, contact the firm at (888) 437-7747.
Understanding Mining Due Diligence for Peru Investments
Mining due diligence is the investigative process a prospective investor or acquirer undertakes to assess the legal, regulatory, financial, and operational risks associated with a mineral asset or concession before committing capital. In the cross-border context, the process must account for two distinct legal systems: the laws of the investor’s home jurisdiction—for US-based investors, principally US federal law—and the laws of Peru, where the mining asset is located and where the operator holds its concessions and permits.
On the US-law side, the diligence review typically examines the structure of the investment vehicle, the application of the FCPA to any interactions with Peruvian government officials or state-owned entities, and—for publicly reporting companies—disclosure requirements under US securities laws. The FCPA’s anti-bribery provisions, codified at 15 U.S.C. § 78dd-2, apply to US domestic concerns and can reach conduct occurring entirely outside the United States when a sufficient US nexus exists. A thorough US-law diligence review also considers the books-and-records and internal-controls provisions applicable to issuers under 15 U.S.C. § 78m. The Peru-law side of the review—handled by the firm’s Peru-admitted Of Counsel—addresses concession validity, surface-rights arrangements, environmental permitting, labor obligations, and local corporate governance requirements under Peruvian law.
How Mr. Sris and His Law Offices of SRIS, P.C. Of Counsel Network Handle Peru Mining Matters
Mr. Sris, the firm’s Owner and Founder, serves as the responsible US-licensed attorney on Peru mining due diligence engagements, while Martín Mayandía, Of Counsel, admitted to practice law in Peru (2009) and not admitted in any US state bar, addresses the Peru-law dimensions of the matter. This division of responsibility reflects the jurisdictional limits of each attorney’s licensure: Mr. Sris is admitted in Virginia, Maryland, the District of Columbia, New Jersey, and New York, and his role is confined to US-law analysis, FCPA compliance review, and the structuring of the US-side investment vehicle. Mr. Mayandía’s role is limited to matters of Peruvian law and to serving as a liaison between the US-licensed attorneys and Peruvian regulatory authorities, local counsel, and government agencies.
The collaboration model is straightforward: the US-licensed attorneys at Law Offices of SRIS, P.C. prepare and review the US-law components of the transaction—including FCPA risk assessment, US securities law compliance, and cross-border contractual provisions governed by US law—while Mr. Mayandía reviews concession documentation, permit validity, and corporate standing under Peruvian law. The two sides coordinate as needed, but each attorney works strictly within the jurisdiction where they are admitted. This structure ensures that no attorney practices law in a jurisdiction where they are not licensed, consistent with the applicable rules of professional conduct in each jurisdiction.
About Mr. Sris and the firm Of Counsel Network
Mr. Sris, a former prosecutor, founded Law Offices of SRIS, P.C. in 1997 and is admitted to practice in Virginia, Maryland, the District of Columbia, New Jersey, and New York. He has built a cross-border practice serving international clients with US legal needs, including US companies and investors engaged in mining and natural-resource transactions in Latin America. Mr. Sris testified before the Virginia House Courts of Justice Committee in support of 2019 HB 635 (chief patron Del. David Bulova), the bill that became the 2019 revision to Va. Code § 20-107.3(g).
The firm’s Of Counsel network includes attorneys admitted in foreign jurisdictions who collaborate with the US-licensed attorneys on matters involving foreign law. For Peru mining matters, the firm works with Martín Mayandía, who is admitted to practice law in Peru and is not admitted in any US state bar. Mr. Mayandía’s practice with the firm is limited to Peru-law matters and to serving as a liaison for clients with the US-licensed attorneys. All US-law aspects of a mining due diligence engagement are handled by Mr. Sris and the US-admitted attorneys of the firm. Law Offices of SRIS, P.C. maintains its principal location in Virginia, by appointment only, and does not hold a location in Peru.
Frequently Asked Questions
What does mining due diligence involve for a Peru investment?
Mining due diligence for a Peru investment involves a multi-jurisdictional review of the target’s legal standing, concession rights, regulatory compliance, and anti-corruption risk profile under both US and Peruvian law. On the US side, the review examines the FCPA implications of the target’s interactions with Peruvian government officials, the adequacy of the target’s internal controls if the investor is a US issuer, and the securities-law disclosure obligations that may attach to the transaction. On the Peru-law side—handled by the firm’s Peru-admitted Of Counsel—the review addresses concession validity, environmental permitting, community-relations agreements, and labor compliance. The two workstreams proceed in parallel, with coordination between US and Peru counsel on issues that span both jurisdictions, such as the enforceability of stabilization agreements and the tax treatment of cross-border cash flows.
How does the FCPA apply to mining investments in Peru?
The FCPA applies to US persons, US issuers, and certain foreign persons who engage in bribery of foreign officials to obtain or retain business, including in connection with mining investments in Peru. Under 15 U.S.C. § 78dd-2, US domestic concerns—including US citizens, residents, and entities organized under US law—are prohibited from making corrupt payments to foreign officials. In the mining context, this can encompass payments to officials responsible for granting or renewing concessions, issuing environmental permits, or resolving tax disputes. The FCPA also reaches conduct by foreign persons acting in furtherance of a corrupt payment while in US territory under 15 U.S.C. § 78dd-3. A thorough FCPA due diligence review examines the target’s government touchpoints, agent and intermediary relationships, and gift and entertainment practices to identify potential exposure before the transaction closes.
Do I need both a US-admitted attorney and a Peru-admitted attorney for a mining transaction?
Yes—a cross-border mining transaction involving a US investor and a Peru-based asset generally requires both US-licensed counsel and Peru-admitted counsel because the legal issues span two distinct sovereign legal systems. A US-admitted attorney cannot practice Peruvian law, and a Peru-admitted attorney cannot practice US law. The US-licensed attorney handles FCPA compliance, US securities law, US-side corporate structuring, and contractual provisions governed by US law. The Peru-admitted attorney handles concession due diligence, permit review, local corporate governance, and regulatory filings in Peru. Law Offices of SRIS, P.C. provides the US-licensed counsel through Mr. Sris and the firm’s US-admitted attorneys, and coordinates with Martín Mayandía, the firm’s Peru-admitted Of Counsel, for the Peru-law workstream. Each attorney works within their licensure; the firm does not hold out any attorney as practicing law in a jurisdiction where they are not admitted.
What should I bring to an initial consultation about a Peru mining matter?
For an initial consultation, bring any documentation you already have about the target mining asset or concession, the proposed transaction structure, and any correspondence with Peruvian counterparties or government entities. Relevant materials may include concession titles, exploration or exploitation permits, environmental impact assessments, community-relations agreements, corporate formation documents for the Peruvian entity, and any term sheets or letters of intent. If the transaction involves a publicly traded US company, bring any relevant SEC filings or disclosure documents. The consultation will focus on identifying the US-law issues—particularly FCPA risk areas and securities-law considerations—and determining the scope of the Peru-law review that Mr. Mayandía will undertake. Consultations are by appointment; contact Law Offices of SRIS, P.C. at (888) 437-7747 to schedule.
How does the firm coordinate US-law and Peru-law aspects of a mining due diligence review?
The firm coordinates US-law and Peru-law workstreams through a structured division of responsibility: Mr. Sris and the US-admitted attorneys handle all US-law analysis, while Martín Mayandía, the firm’s Peru-admitted Of Counsel, handles all Peru-law analysis, with the two sides communicating on issues that cross jurisdictional lines. This coordination model is designed to ensure that each attorney works strictly within the jurisdiction where they are admitted. Mr. Sris prepares the FCPA risk assessment, reviews US securities-law implications, and drafts or reviews US-law-governed contractual provisions. Mr. Mayandía reviews concession documentation, permit validity, and corporate standing under Peruvian law and communicates his findings to Mr. Sris. The firm does not commingle the two workstreams in a way that would imply any attorney is practicing law outside their licensure. Clients receive integrated guidance that respects the jurisdictional boundaries of each attorney’s admission.
What are the key US-law risks in a Peru mining investment?
The principal US-law risks in a Peru mining investment include FCPA exposure arising from interactions with Peruvian government officials, securities-law liability for inadequate disclosure, and contractual enforceability challenges when agreements span US and Peruvian legal systems. FCPA risk is often the most significant: mining operations in Peru routinely require permits, concessions, and regulatory approvals from government agencies, and any payment or thing of value provided to a Peruvian official to influence those decisions can trigger FCPA liability for a US investor. For publicly traded US companies, failure to disclose material risks associated with a Peru mining investment—including political, regulatory, and community-relations risks—can give rise to securities-law claims. Contractual risk arises when agreements are governed by US law but performance occurs in Peru, requiring careful drafting of choice-of-law, dispute-resolution, and force-majeure provisions. A coordinated US-law and Peru-law due diligence review is designed to identify and address each of these risk categories before the transaction closes.