Peru spin-off lawyer
When a US company or a multinational group with US operations separates a business unit that has ties to Peru, the transaction raises corporate, tax, and securities questions under US law. Law Offices of SRIS, P.C. is a US law firm founded in 1997 that advises on the US-law side of cross-border spin-offs involving Peruvian interests. Mr. Sris, the firm’s founder, is admitted in Virginia, Maryland, the District of Columbia, New Jersey, and New York. For the Peru-law dimension, 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 potential spin-off, reach the firm at (888) 437-7747.
What a cross-border spin-off involves
A spin-off is a corporate restructuring in which a parent company distributes shares of a subsidiary or business division to its existing shareholders, creating a new, independent public company. When the spun-off entity has operations, assets, or shareholders in Peru, the transaction must satisfy US federal securities laws, state corporate law, and Internal Revenue Code requirements for tax-free treatment, while also addressing Peruvian corporate, tax, and regulatory considerations.
On the US side, the key legal work includes drafting the separation and distribution agreement, preparing the Form 10 registration statement (or a proxy statement if shareholder approval is required), obtaining a private letter ruling or tax opinion on the spin-off’s qualification under Section 355 of the Internal Revenue Code, and ensuring compliance with the Securities Act of 1933 and the Securities Exchange Act of 1934. The firm handles these US-law aspects, coordinating with Peruvian counsel on the local-law requirements.
How Mr. Sris and his Of Counsel network handle these matters
Mr. Sris leads the firm, drawing on decades of corporate and securities experience. He works with the firm’s Of Counsel network to ensure that the Peruvian side of the transaction is addressed by a lawyer admitted in Peru. Martín Mayandía, Of Counsel for Peru matters, is admitted to practice law in Peru. He is not admitted to practice law in the United States. Mr. Mayandía advises on Peruvian corporate formalities, tax implications, and any regulatory filings required by the Superintendencia del Mercado de Valores or other Peruvian authorities.
The collaboration is structured so that US-law advice comes from Mr. Sris and the US-admitted attorneys of the firm, while Peru-law advice is provided by Mr. Mayandía. The two sides coordinate on transaction structure, timing, and disclosure, but each attorney works strictly within the jurisdiction where they are licensed. This division protects the client and respects the unauthorized-practice-of-law rules of both countries.
About Mr. Sris and the sriscounsel Of Counsel network
Mr. Sris, Owner and Founder of Law Offices of SRIS, P.C., is admitted to practice in Virginia, Maryland, the District of Columbia, New Jersey, and New York. He has handled corporate transactions for more than two decades and testified before the Virginia House Courts of Justice Committee in support of 2019 HB 635 (chief patron Del. David Bulova). Mr. Sris and his Of Counsel bring extensive combined legal experience across US and foreign jurisdictions.
The firm’s principal US location is in Virginia, by appointment only. For Peru-related matters, the firm collaborates 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 and to serving as a liaison for clients who need both US and Peruvian legal support.
Frequently Asked Questions
What is a spin-off, and why would a company do one?
A spin-off is a corporate transaction in which a parent company distributes shares of a subsidiary to its shareholders, creating a separate publicly traded entity. Companies pursue spin-offs to unlock shareholder value, allow each business to focus on its core operations, or facilitate a sale or merger of one of the units. When the spun-off business has cross-border ties to Peru, the transaction must satisfy US securities and tax rules while also addressing Peruvian legal requirements.
Do I need both a US lawyer and a Peru lawyer for a spin-off involving Peru?
Yes, a cross-border spin-off typically requires separate US and Peruvian legal counsel because each jurisdiction’s laws govern different aspects of the transaction. The US lawyer handles the federal securities registration, state corporate law, and tax qualification under Section 355 of the Internal Revenue Code. The Peru lawyer addresses Peruvian corporate approvals, tax filings, and any regulatory notifications. Law Offices of SRIS, P.C. provides the US-law representation and coordinates with its Peru Of Counsel, Martín Mayandía, for the Peruvian side.
How does the firm ensure the spin-off qualifies for tax-free treatment under US law?
The firm works with tax counsel to structure the transaction to meet the requirements of Section 355 of the Internal Revenue Code and the related Treasury Regulations. A tax-free spin-off generally requires that both the parent and the spun-off entity are engaged in an active trade or business, that the distribution is not a device to distribute earnings and profits, and that certain continuity-of-interest tests are satisfied. The firm helps prepare the necessary tax opinions and, when appropriate, seeks a private letter ruling from the IRS.
What Peruvian regulatory approvals might be needed for a spin-off with Peruvian assets?
Peruvian law may require corporate resolutions, registration with the Peruvian public registry, and, if the spun-off entity will be publicly traded in Peru, filings with the Superintendencia del Mercado de Valores. The specific requirements depend on the structure of the Peruvian subsidiary and the nature of the assets. Martín Mayandía, the firm’s Peru Of Counsel, advises on these local-law steps. He is admitted to practice law in Peru and is not admitted in any US state bar.
How do I start the process of a cross-border spin-off?
Begin by consulting US counsel to evaluate the transaction’s feasibility under US securities and tax law. The firm can then engage its Peru Of Counsel to assess the Peruvian-law implications. Early coordination between US and Peruvian counsel helps identify potential conflicts and streamline the timeline. For a consultation on a potential spin-off, contact Law Offices of SRIS, P.C. at (888) 437-7747.