Peru SPA lawyer
Cross-border share purchase agreements involving a Peruvian party require careful coordination between US and Peruvian legal frameworks. Law Offices of SRIS, P.C., a US law firm founded in 1997, represents clients in the US-law aspects of these transactions, while collaborating with Peru-admitted Of Counsel on the Peruvian-law side. Whether you are a US investor acquiring a Peruvian company, a Peruvian business selling to a US buyer, or a multinational structuring a regional deal, the firm’s US-admitted attorneys handle the US securities, tax, and corporate governance components of the SPA. For a consultation on your cross-border matter, reach the firm at (888) 437-7747.
What a Peru Share Purchase Agreement Covers
A share purchase agreement (SPA) is the definitive contract that transfers ownership of a company’s shares from seller to buyer. In a cross-border context, the SPA must address not only the commercial terms—price, payment mechanics, representations and warranties—but also the interaction of two legal systems. The US-law side typically governs the agreement’s choice of law, dispute resolution, and securities-law compliance, while Peruvian law governs matters such as corporate authority, transfer restrictions, and local regulatory approvals. The firm’s US-admitted attorneys focus on drafting and negotiating the US-law provisions, ensuring that the SPA is enforceable in US courts and that any US securities filings are properly prepared.
Due diligence is a critical phase. On the US side, this includes reviewing the target’s US-based assets, intellectual property, litigation exposure, and compliance with US anti-corruption statutes such as the Foreign Corrupt Practices Act. The firm’s Peru-admitted Of Counsel, Martín Mayandía, handles the Peruvian-law due diligence—corporate records, local regulatory filings, labor obligations, and tax status under Peruvian law. Mr. Mayandía is admitted to practice law in Peru. He is not admitted to practice law in the United States. This division of responsibility ensures that each jurisdiction’s legal requirements are met by an attorney licensed in that jurisdiction.
How Mr. Sris and His Of Counsel Network Handle Peru SPA Matters
Mr. Sris, the firm’s owner and managing attorney, is admitted in Virginia, Maryland, the District of Columbia, New Jersey, and New York. He leads the US-law workstream: structuring the transaction, negotiating the SPA’s US-law provisions, coordinating US regulatory filings, and advising on the US tax implications of the deal. For the Peruvian-law components, the firm engages Martín Mayandía, Of Counsel, who is admitted to practice law in Peru (2009) and is not admitted in any US state bar. Mr. Mayandía reviews the Peruvian corporate documentation, advises on local transfer restrictions, and ensures that the transaction complies with Peruvian law. The two attorneys collaborate as needed, but each remains strictly within the bounds of their respective licensure.
This dual-counsel model is particularly valuable in transactions where the SPA is governed by New York or Delaware law—common choices in international M&A—but the target company is a Peruvian sociedad anónima. The US-admitted attorney drafts the agreement under the chosen US law, while the Peru-admitted attorney confirms that the Peruvian entity has the corporate power to enter into the transaction and that the share transfer will be effective under Peruvian law. The firm does not maintain a location in Peru; all Peruvian-law work is performed by Mr. Mayandía from his practice in Peru, in coordination with the firm’s US-based attorneys.
About Mr. Sris and the Law Offices of SRIS, P.C. Of Counsel Network
Mr. Sris founded Law Offices of SRIS, P.C. in 1997. A former prosecutor, he is admitted to practice in Virginia, Maryland, the District of Columbia, New Jersey, and New York. He has extensive experience in cross-border corporate transactions, including share and asset purchase agreements involving Latin American parties. Mr. Sris and his Of Counsel bring extensive combined legal experience to each matter.
The firm’s Of Counsel network includes attorneys admitted in foreign jurisdictions who collaborate on the foreign-law aspects of cross-border matters. For Peru-related transactions, the firm works with Martín Mayandía, Of Counsel, who is admitted to practice law in Peru. He is not admitted to practice law in the United States. Mr. Mayandía’s role is limited to Peruvian-law matters and to serving as a liaison for clients with the firm’s US-admitted attorneys. All US-law aspects of a Peru SPA are handled by Mr. Sris and the firm’s US-admitted attorneys.
Frequently Asked Questions
Do I need both a US lawyer and a Peru lawyer for a cross-border SPA?
Yes, a cross-border share purchase agreement typically requires counsel licensed in each jurisdiction. The US-law provisions—choice of law, dispute resolution, securities compliance—must be handled by a US-admitted attorney. Peruvian corporate law, transfer restrictions, and local regulatory approvals require a Peru-admitted attorney. Law Offices of SRIS, P.C. provides the US-law representation, and the firm’s Peru Of Counsel, Martín Mayandía, handles the Peruvian-law side. This division ensures that each attorney works within their licensure and that the transaction is valid under both legal systems.
What US securities laws apply to a Peru SPA?
If the transaction involves US investors, US-based assets, or a US-listed entity, federal securities laws may apply. The Securities Act of 1933 and the Securities Exchange Act of 1934 govern the offer and sale of securities in the United States. Depending on the structure, the SPA may need to comply with Regulation D, Regulation S, or other exemptions. The firm’s US-admitted attorneys analyze the securities-law implications and prepare any required filings with the Securities and Exchange Commission. Peruvian securities regulation, overseen by the Superintendencia del Mercado de Valores, is handled by the firm’s Peru-admitted Of Counsel.
How is the purchase price typically structured in a cross-border SPA?
The purchase price can be a fixed amount, an earn-out, or a combination, and the structure affects both US and Peruvian tax treatment. A common approach is a closing payment plus a post-closing adjustment based on working capital or net debt. Earn-outs tied to future performance are also used. The US-admitted attorney advises on the US tax consequences of the chosen structure, including any withholding obligations. The Peru-admitted attorney advises on Peruvian tax implications, such as the capital gains tax on the sale of shares. The SPA must clearly allocate tax risks between the parties.
What due diligence is required for a Peru SPA?
Due diligence covers corporate, financial, legal, and regulatory matters in both the US and Peru. On the US side, the review includes the target’s US-based contracts, intellectual property, litigation, and compliance with the Foreign Corrupt Practices Act. On the Peruvian side, the firm’s Of Counsel reviews the company’s corporate books, local tax filings, labor obligations, and any regulatory approvals required for the share transfer. The scope of due diligence is tailored to the transaction, but a thorough review in both jurisdictions is essential to identify risks before closing.
Can a US court enforce a Peru SPA governed by New York law?
Yes, a New York-law-governed SPA is generally enforceable in US courts, provided the agreement meets New York contract requirements and the parties have consented to jurisdiction. The SPA should include a clear choice-of-law clause and a forum-selection clause designating a US court. The firm’s US-admitted attorneys draft these provisions to maximize enforceability. Enforcement of any resulting US judgment in Peru would be a separate matter handled by the firm’s Peru-admitted Of Counsel under Peruvian law. The SPA may also include an arbitration clause as an alternative dispute resolution mechanism.
What is the role of the Peru-admitted Of Counsel in the transaction?
The Peru-admitted Of Counsel, Martín Mayandía, handles all Peruvian-law aspects of the SPA. This includes reviewing the target’s corporate documentation, confirming that the share transfer complies with Peruvian corporate law, advising on local regulatory approvals, and addressing Peruvian tax considerations. Mr. Mayandía is admitted to practice law in Peru. He is not admitted to practice law in the United States. His role is limited to Peruvian-law matters and to serving as a liaison between the client and the firm’s US-admitted attorneys. He does not provide US legal advice.