Lawyer for US Company Acquiring Peruvian Company
When a US company decides to buy a Peruvian target, the purchase agreement will be drafted in English, approved by a board in the United States and performed almost entirely in Lima. That split is the reason a lawyer for US company acquiring Peruvian company has to be two things at once: US counsel who understands the buyer’s governance, financing and compliance obligations, and Peruvian counsel who can conduct diligence at the public registry, draft the share transfer and appear before Peruvian authorities. Law Offices Of SRIS, P.C. is a US law firm founded in 1997. Mr. Sris, its Owner and Founder, is admitted in Virginia, Maryland, the District of Columbia, New Jersey, and New York. The firm handles the US side of these acquisitions and works with Of Counsel attorneys admitted in Peru who handle the Peruvian-law work.
The firm represents strategic buyers, private equity sponsors and family-owned US businesses acquiring Peruvian distributors, manufacturers, service companies and technology firms. Call Law Offices Of SRIS, P.C. at (888) 437-7747 to schedule a consultation.
What a Lawyer for a US Company Acquiring a Peruvian Company Does
The engagement usually begins before the target is chosen. A US buyer needs to know whether to acquire shares of the Peruvian company or only its assets, whether to buy through the US parent directly or through a Peruvian or third-country holding entity, and how the deal will be funded. Each choice has consequences for liability and for tax in both countries. The firm works through these questions with the client and with tax advisers before a letter of intent is signed.
Once a target is identified, the work divides cleanly. The US-admitted attorneys draft and negotiate the letter of intent, the share or asset purchase agreement, the escrow and indemnity provisions, the transition services agreement and any shareholder arrangements with sellers who remain in the business. They also manage the buyer’s own compliance review: FCPA exposure arising from the target’s dealings with Peruvian officials, sanctions screening of sellers and major customers, and export-control questions if the target handles US-origin goods or technology.
The Of Counsel attorneys admitted in Peru conduct legal due diligence on the target, review its corporate books, contracts, labor relationships, tax position, licenses and litigation, and prepare the Peruvian-law closing documents: the share transfer entries, board and shareholder resolutions, notarial deeds and registry filings. Where the transaction meets the thresholds for merger control in Peru, they assess and manage that filing. The firm consolidates their findings into a report in English that a US board and its lenders can rely on.
Stages of a US Acquisition of a Peruvian Company
Structuring and term sheet
The firm settles the acquisition vehicle, the form of consideration, any earn-out, and the governing law and dispute forum for the main agreement.
Due diligence
Peruvian corporate records are kept in bound books and at the public registry, and labor and tax liabilities often pass to a share buyer in full. The Peruvian-admitted attorneys examine registry entries, employment contracts and benefit accruals, tax filings and open audits, environmental and municipal licenses, real property titles and key customer and supplier agreements. The US-admitted attorneys review anti-corruption, sanctions and data-protection exposure and translate the findings into purchase-price adjustments, specific indemnities or closing conditions.
Negotiation and signing
Representations and warranties are drafted against the diligence findings. Peruvian sellers frequently expect a shorter indemnity period and a lower cap than US buyers are used to, and escrow or holdback mechanics must work with Peruvian banking practice. The firm negotiates these terms and makes sure the English agreement and the Spanish-language Peruvian documents say the same thing.
Regulatory clearances
Peru has a merger control regime, and certain regulated sectors require prior authorization or notice to the sector regulator. The Of Counsel attorneys in Peru determine whether a filing is required and prepare it.
Closing and integration
At closing the share transfer is recorded in the target’s share ledger and, where required, at the registry; new directors and officers are appointed; bank signatories are changed; and powers of attorney are granted to the buyer’s representatives. After closing the firm assists with aligning the target’s compliance program with the US parent’s policies and with intercompany agreements.
How Mr. Sris and the Firm’s Of Counsel Attorneys Handle US Acquisitions in Peru
Mr. Sris and the US-admitted attorneys at the firm are responsible for everything that turns on US law or on the buyer’s US governance: the English-language transaction documents, FCPA and sanctions review, US securities questions if the buyer is listed or raising capital for the deal, financing documents with US lenders, and coordination with the client’s board, auditors and tax advisers.
The Of Counsel attorneys admitted in Peru contract directly with the firm and handle the Peruvian-law work: diligence at the registry and agencies, Spanish-language corporate documents, notarial and registry formalities, labor and tax questions under Peruvian law, merger control and sector filings, and any dispute before Peruvian courts or arbitral tribunals. The firm does not maintain a location in Peru and does not practice Peruvian law. Tax outcomes in either country are coordinated with tax advisers and are never stated as guaranteed. Whether a given structure, clearance or exemption is available depends on the facts of each transaction.
Frequently Asked Questions
Why would a US company need a lawyer for acquiring a Peruvian company rather than relying on local counsel alone?
Because the buyer’s obligations under US law do not disappear when the target is abroad. FCPA, sanctions, export controls, US tax reporting on foreign subsidiaries and the buyer’s own board approvals are US-law questions that Peruvian counsel is not licensed to answer. The firm handles those and coordinates with Peruvian-admitted Of Counsel attorneys so the client receives one consistent set of advice.
Should a US buyer acquire shares or assets of the Peruvian target?
It depends on the liabilities the buyer is willing to inherit and the licenses it needs to keep. A share purchase keeps contracts and permits in place but brings historical labor and tax exposure with it. An asset purchase can leave liabilities behind but may require re-licensing and employee transfers under Peruvian labor rules. The firm analyzes both routes with the client’s tax advisers.
Does Peru have merger control?
Yes, Peru has a merger control regime that may require prior clearance for transactions above thresholds set by law. Whether a particular acquisition must be notified depends on the parties’ size and the structure of the deal. The Peruvian-admitted attorneys assess the requirement and handle any filing; the firm builds the timing into the purchase agreement as a closing condition.
What FCPA issues arise when buying a Peruvian company?
A US buyer can inherit exposure for the target’s past payments to officials and will own its future conduct. Diligence looks at government contracts, customs brokers, permit consultants and third-party intermediaries. Where problems surface, options include specific indemnities, remediation before closing or, in some cases, voluntary disclosure. The US-admitted attorneys handle this analysis.
What governing law should the purchase agreement use?
Many US buyers choose New York law with international arbitration for the main agreement, while the share transfer itself follows Peruvian law. The choice depends on where the seller’s assets are and where an award would need to be enforced. The firm drafts the main agreement and the Of Counsel attorneys in Peru confirm that the local documents are enforceable in Peru.
How are employees of the Peruvian target handled?
In a share deal they remain employed by the same company; in an asset deal they must be transferred under Peruvian labor law. Peruvian labor rules on severance, benefits and profit sharing are protective of employees, and accrued liabilities are a standard diligence item. The Peruvian-admitted attorneys quantify the exposure and the firm reflects it in the price or indemnities.
How does the firm begin work on a Peruvian acquisition?
Request a consultation and share the target’s basic profile, the proposed structure and any term sheet already exchanged. The firm will outline the diligence scope, identify the US-law and Peruvian-law workstreams and propose a closing sequence. Call Law Offices Of SRIS, P.C. at (888) 437-7747.
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Law Offices Of SRIS, P.C. is a US law firm. Foreign attorneys collaborating with the firm are not admitted to the practice of law in any US state bar and their work is limited to matters of foreign law and to liaison roles with US-licensed attorneys.
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