Peru Reg S lawyer
For a US securities offering that reaches investors in Peru, the structure must satisfy both US federal securities law and the requirements of the Peruvian market. Regulation S under the Securities Act of 1933 provides a safe harbor for offshore offerings, but the analysis is fact-specific and the Peruvian side demands local counsel. Law Offices of SRIS, P.C. is a US law firm with an international clientele; the firm’s US-admitted attorneys handle the US securities law component, and for Peru-law matters the firm works with Martín Mayandía, Of Counsel, admitted to practice law in Peru (2009) and not admitted in any US state bar. To discuss a Peru-linked capital markets transaction, reach the firm at (888) 437-7747.
What Is Regulation S and How Does It Apply to Peru Offerings?
Regulation S is a non-exclusive safe harbor that exempts offers and sales of securities that occur outside the United States from the registration requirements of Section 5 of the Securities Act of 1933. The rule, codified at 17 C.F.R. § 230.901 et seq., rests on the principle that the Securities Act’s registration provisions are primarily territorial. An issuer or selling security holder who complies with the conditions of Regulation S may conduct an offshore offering without filing a registration statement with the SEC.
For an offering that includes investors in Peru, the US analysis focuses on whether the offer and sale are truly “offshore.” Regulation S contains two general conditions: the offer or sale must be made in an “offshore transaction,” and no “directed selling efforts” may be made in the United States. The rule further divides offerings into three categories—Category 1, Category 2, and Category 3—each with its own set of requirements regarding offering restrictions, transaction legends, and, for certain equity offerings, a distribution compliance period. The applicable category depends on the issuer’s status (foreign or domestic, reporting or non-reporting) and the type of security. Because the SEC’s interpretive guidance evolves, any Peru-linked offering should be reviewed by US securities counsel who can apply the current SEC staff positions to the specific transaction structure.
How Mr. Sris and His Of Counsel Network Handle Peru Reg S Matters
On a Peru-linked Regulation S offering, the US-admitted attorneys of Law Offices of SRIS, P.C. handle the US securities law analysis, while the firm’s Peru Of Counsel addresses the Peruvian legal dimension. Mr. Sris, the firm’s founder and managing attorney, is admitted in Virginia, Maryland, the District of Columbia, New Jersey, and New York. He and the firm’s US-admitted attorneys review the offering structure for compliance with the Securities Act, the Rule 144A resale safe harbor if applicable, and any applicable SEC guidance on general solicitation and directed selling efforts.
For Peru-law matters, the firm works with Martín Mayandía, Of Counsel, admitted to practice law in Peru (2009) and not admitted in any US state bar; that role is limited to Peru-law matters in collaboration with the US-admitted attorneys of the firm. Mr. Mayandía advises on Peruvian securities regulation, including the rules of the Superintendencia del Mercado de Valores (SMV), and on any local filing, disclosure, or marketing requirements that may apply when Peruvian investors participate. The two sides coordinate to ensure the offering documents are consistent across jurisdictions, but each attorney works strictly within the jurisdiction where they are licensed.
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 a former prosecutor admitted in Virginia, Maryland, the District of Columbia, New Jersey, and New York. He founded the firm in 1997 and has built a practice that serves international clients with US legal needs. 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).
Mr. Sris and his Of Counsel bring extensive combined legal experience across US and foreign jurisdictions. For Peru-linked capital markets work, the firm’s US-admitted attorneys collaborate with Martín Mayandía, Of Counsel, admitted to practice law in Peru (2009) and not admitted in any US state bar. Mr. Mayandía’s role is limited to Peru-law matters in collaboration with the US-admitted attorneys of the firm. Mr. Sris and his Of Counsel have documented experience across multiple cross-border practice areas since 1997. Results may vary; prior outcomes do not guarantee a similar result.
Frequently Asked Questions
What does a Peru Reg S lawyer do?
A Peru Reg S lawyer advises on the US securities law requirements for an offshore offering that includes Peruvian investors, and coordinates with Peru-licensed counsel on the Peruvian law aspects. The US lawyer ensures the transaction complies with Regulation S under the Securities Act of 1933, including the offshore-transaction and no-directed-selling-efforts conditions. The Peru-licensed lawyer addresses SMV rules and any local disclosure obligations. The two roles are distinct, and each attorney works within their own licensure.
Do I need both a US-admitted lawyer and a Peru-admitted lawyer for a Reg S offering?
Yes, a Regulation S offering that reaches Peruvian investors typically requires both US securities counsel and Peru-licensed counsel. The US lawyer handles the SEC safe-harbor analysis, while the Peru lawyer ensures compliance with Peruvian securities regulation. Law Offices of SRIS, P.C. provides the US-admitted attorney, and the firm works with Martín Mayandía, Of Counsel, admitted in Peru (2009) and not admitted in any US state bar, for the Peru-law side.
Can a US law firm handle the entire Peru Reg S offering without a Peru lawyer?
No, a US law firm cannot provide legal advice on Peruvian law unless it engages a lawyer licensed in Peru. The US-admitted attorneys of Law Offices of SRIS, P.C. are not admitted to practice Peru law. For the Peru-law component, the firm works with Martín Mayandía, Of Counsel, who is admitted in Peru and not admitted in any US state bar. The two sides collaborate, but each attorney’s work is limited to the jurisdiction where they are licensed.
What is the difference between Regulation S and Rule 144A for a Peru-linked offering?
Regulation S provides a safe harbor for offshore offerings, while Rule 144A provides a safe harbor for resales of certain securities to qualified institutional buyers (QIBs) in the United States. A Peru-linked offering may use both exemptions: the initial offshore sale to non-US persons under Regulation S, and a concurrent or subsequent resale to US QIBs under Rule 144A. The US-admitted attorneys of the firm can advise on the interplay of the two exemptions and the applicable conditions for each.
How do I start a Peru Reg S offering with your firm?
Contact Law Offices of SRIS, P.C. at (888) 437-7747 to discuss your proposed transaction. A US-admitted attorney will review the structure and identify the US securities law issues. If the offering involves Peruvian investors, the firm will engage Martín Mayandía, Of Counsel, for the Peru-law analysis. Consultations are by appointment only.