Peru share purchase agreement
A Peru share purchase agreement involving a US party raises legal considerations under both US and Peruvian law. Law Offices of SRIS, P.C., a US law firm founded in 1997, handles the US-law side of cross-border share acquisitions, including Foreign Corrupt Practices Act (FCPA) compliance, US securities law analysis, and transaction structuring under US corporate and tax law. For the Peru-law dimension—including Peruvian corporate formalities, notarial requirements, and local regulatory approvals—the firm collaborates with Martín Mayandía, Of Counsel, who is admitted to practice law in Peru and is not admitted in any US state bar. To discuss the US-law aspects of a Peru share purchase, reach Law Offices of SRIS, P.C. at (888) 437-7747.
What a Cross-Border Peru Share Purchase Involves Under US Law
A cross-border share purchase agreement involving a Peruvian target company requires US counsel to address FCPA anti-bribery risk, US securities compliance where applicable, and the tax and structural implications of acquiring equity in a foreign entity. When a US person or entity acquires shares in a Peruvian company, the transaction may trigger obligations under multiple US statutory frameworks. The Securities Exchange Act of 1934 and the Securities Act of 1933 may apply if the transaction involves US investors, US-based offering activities, or a target with US security holders. The FCPA’s anti-bribery provisions—codified at 15 U.S.C. § 78dd-1 for issuers, 15 U.S.C. § 78dd-2 for domestic concerns, and 15 U.S.C. § 78dd-3 for certain foreign persons acting in US territory—prohibit corrupt payments to foreign officials to obtain or retain business. Criminal penalties for individuals are set by 15 U.S.C. § 78ff at up to five years imprisonment per anti-bribery violation.
US tax law also plays a significant role. The acquisition structure—whether a direct share purchase, an asset acquisition, or a merger—determines the US tax treatment of the buyer and may affect the target’s US reporting obligations. The Internal Revenue Code provisions governing controlled foreign corporations, passive foreign investment companies, and cross-border reorganizations can all bear on a Peru share purchase, depending on the ownership percentages and the nature of the target’s business. A US buyer should evaluate these tax dimensions early in the transaction planning process.
How Mr. Sris and His Of Counsel Handle Peru Share Purchases
Mr. Sris and the US-admitted attorneys at Law Offices of SRIS, P.C. handle the US-law components of a Peru share purchase, while Martín Mayandía, Of Counsel, addresses the Peru-law requirements. Mr. Mayandía is admitted to practice law in Peru and is not admitted in any US state bar. On a typical cross-border share acquisition, the US side includes drafting and negotiating the US-law provisions of the purchase agreement, conducting FCPA due diligence on the target and its principals, analyzing any US securities law implications, and advising on the US tax consequences of the chosen acquisition structure. The Peru-law side—handled by Mr. Mayandía—covers Peruvian corporate authorizations, notarial deed requirements, registration with Peruvian authorities, and compliance with Peruvian foreign-investment regulations.
The two sides collaborate throughout the transaction. The purchase agreement itself is typically a single document that addresses both US and Peruvian law issues, with each side taking responsibility for the provisions governed by its respective jurisdiction’s law. This division of responsibility ensures that the US-admitted attorneys do not practice Peruvian law and the Peru-admitted attorney does not practice US law, consistent with the ethical rules of both jurisdictions. The firm maintains its principal location in Virginia, by appointment only, and holds no location in Peru.
About Mr. Sris and the Law Offices of SRIS, P.C. Of Counsel Network
Mr. Sris, Owner and Founder of Law Offices of SRIS, P.C., is admitted to practice law in Virginia, Maryland, the District of Columbia, New Jersey, and New York. He founded the firm in 1997 and has extensive experience in cross-border corporate transactions, including share and asset acquisitions involving Latin American targets. 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).
For Peru-law matters, the firm works with Martín Mayandía, Of Counsel for Peru. Mr. Mayandía is admitted to practice law in Peru and is not admitted in any US state bar. His role is limited to Peru-law matters in collaboration with the US-admitted attorneys of the firm. All US-law aspects of a Peru share purchase are handled by Mr. Sris and the US-admitted attorneys at Law Offices of SRIS, P.C.
Frequently Asked Questions
What is a Peru share purchase agreement?
A Peru share purchase agreement is a contract governing the sale and transfer of equity interests in a Peruvian company, typically between a seller and a buyer where at least one party is subject to US law or the transaction has a US nexus. The agreement addresses purchase price, representations and warranties, conditions to closing, indemnification, and governing law. When a US party is involved, the agreement must also address FCPA compliance, US securities law considerations, and cross-border tax structuring. The Peru-law provisions—including notarial formalities and corporate registrations—are handled separately by Peru-admitted counsel. For guidance on your specific transaction, reach Law Offices of SRIS, P.C. at (888) 437-7747.
Do I need both a US attorney and a Peru attorney for a cross-border share purchase?
Yes—a cross-border share purchase involving a Peruvian company and a US party typically requires both US-admitted counsel and Peru-admitted counsel because the transaction is governed by the laws of two distinct jurisdictions. The US attorney handles FCPA due diligence, US securities compliance, US tax analysis, and the US-law provisions of the purchase agreement. The Peru attorney handles Peruvian corporate law requirements, notarial formalities, registration with Peruvian registries, and local regulatory approvals. Law Offices of SRIS, P.C. provides the US-law representation through Mr. Sris and its US-admitted attorneys, and collaborates with Martín Mayandía, who is admitted to practice law in Peru and is not admitted in any US state bar, for the Peru-law side.
What US laws apply to a cross-border share purchase involving a Peruvian company?
Several US statutes may apply, including the FCPA, the Securities Act of 1933, the Securities Exchange Act of 1934, and provisions of the Internal Revenue Code governing cross-border acquisitions. The FCPA’s anti-bribery provisions prohibit corrupt payments to foreign officials and apply to US issuers, domestic concerns, and certain foreign persons acting in US territory. If the transaction involves US investors or US-based offering activities, US securities laws may require registration or qualify for an exemption. US tax law governs the US tax treatment of the acquisition and may affect the target’s classification for US reporting purposes. Each transaction is fact-specific, and the applicable US legal framework depends on the parties, the structure, and the nature of the target’s business.
How does FCPA compliance factor into a Peru share purchase?
FCPA compliance is a central US-law concern in any Peru share purchase because the buyer may inherit liability for pre-acquisition conduct of the target and must ensure that the transaction itself does not involve corrupt payments. US counsel typically conducts FCPA-focused due diligence on the target company, its principals, and any intermediaries involved in the transaction. The purchase agreement should include FCPA representations and warranties from the seller, and the buyer should implement post-closing compliance measures. The FCPA’s anti-bribery provisions are found at 15 U.S.C. §§ 78dd-1 through 78dd-3, and criminal penalties for individuals are set at up to five years imprisonment per violation under 15 U.S.C. § 78ff. For a consultation on FCPA due diligence for a Peru share purchase, contact Law Offices of SRIS, P.C. at (888) 437-7747.
What should I bring to a consultation about a Peru share purchase?
For an initial consultation on the US-law aspects of a Peru share purchase, bring any existing term sheet or letter of intent, information about the target company’s ownership structure and business activities, and details about the proposed transaction structure and financing. If the target has any US connections—US shareholders, US-based operations, US bank accounts, or US-listed securities—bring documentation of those connections, as they may trigger additional US regulatory requirements. The consultation will focus on identifying the US-law issues raised by the transaction and determining the scope of US counsel’s role. To discuss the details of your cross-border matter, reach Law Offices of SRIS, P.C. at (888) 437-7747.
What is the role of Peruvian notarial requirements in a share purchase?
Under Peruvian law, share transfers in certain types of Peruvian companies may require a notarial deed (escritura pública) and registration with Peruvian authorities, which are handled by Peru-admitted counsel. The US-admitted attorneys at Law Offices of SRIS, P.C. do not handle Peruvian notarial formalities or registrations. Martín Mayandía, Of Counsel, who is admitted to practice law in Peru and is not admitted in any US state bar, addresses these Peru-law requirements in collaboration with the firm’s US-admitted attorneys. The purchase agreement typically accounts for these Peruvian formalities in the closing mechanics and conditions precedent, with the Peru-law side responsible for satisfying them.