Corporate and M&A

by EsolaAdmin2024 | Apr 20, 2022 | Practice Areas

CORPORATE AND M&A

We have extensive experience in the start-up of domestic and international companies, both in their organization and in the development of their commercial activity. We support our clients in their most relevant corporate processes and transactions, such as mergers and acquisitions that include private equity and private debt components, as well as in their most critical phases such as equity restructurings. We also provide legal advice on corporate reorganizations, strategic contracts, complex problem solving, and corporate structure creation.

Our permanent participation in company acquisitions, purchase of assets or stakes, spin-offs, among others, provides us with the necessary experience and knowledge to offer our clients the best and most innovative solutions with international quality standards.

We adapt to each transaction and incorporate lawyers from other practice areas (labor, tax, regulatory, data protection, among others) to provide comprehensive advice on all aspects required by each transaction in which we participate.

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Corporate advice to the company (minutes, powers of attorney, capital increases and reductions, classes of shares, investment shares, among others).

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Shareholder’s agreements, investments, corporate reorganizations, among others.

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Transactional advice from the structuring of the business, implementation, negotiation and closing of the transaction (M&A).

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Transactions of purchase and sale of companies or assets, national and cross border.

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Regulation of prior control of business concentration.

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Organization of competitive processes

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Analysis, design and development of corporate structures for the implementation of subsidiaries and/or branches.

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Good Corporate Governance analysis.

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Due diligence processes.

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Joint Ventures and other forms of associative contracts.

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Advice on contractual matters of all kinds (risk allocation, liability limits and indemnities in contractual matters).

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Exit strategies.

Key contacts

José Antonio Olaechea

Managing Partner

Carlo Viacava

Partner

José Antonio Honda

Partner

Joanna Dawson

Partner

Martín Serkovic

Partner

María Eugenia Yábar

Partner

Patricia Castro

Partner

Jesús Matos

Partner

Valery Vicente

Senior Associate

Ximena Herrán

Senior Associate

Andrea Ramírez

Associate

Tania Recavarren

Senior Associate

Gonzalo del Castillo

Associate

María Luisa Gubbins

Senior Associate

Roxana Bazo

Associate

Juan Manuel Iglesias

Compliance

by EsolaAdmin2024 | Apr 20, 2022 | Practice Areas

COMPLIANCE

The prevention systems are based on the so-called corporate social responsibility, which seeks to generate trust and maintain (or improve) the good reputation of companies. Estudio Olaechea has a highly qualified team specialized in corporate compliance, which is made up of specialists in criminal law, personal data and corporate law.

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We provide comprehensive advice on the design, implementation and monitoring of crime prevention programs that fit the nature, complexity and needs of our clients, within the framework of the Law that regulates the administrative liability of legal entities (Law No. 30424 and its amendments).

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We support in the adaptation to Peruvian regulations of crime prevention models and policies of the head office of the companies.

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We implement reporting systems according to the needs of our clients, protecting the anonymity of the informant.

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We carry out general and specific trainings according to the client's requirements, based on practical cases, in order to evaluate the level of internalization and attention of the attendees and/or the Person in charge of Prevention or Compliance Officer.

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We support in the implementation of Systems for the Prevention of Money Laundering and Financing of Terrorism (SPLAFT), when our clients are obligated subjects before the UIF-Peru/SBS including all the obligations of information reporting including advice to the SPLAFT Compliance Officer in the preparation of the Annual Report of the Compliance Officer.

Lawyers in contact

Diego Abeo

Partner

Carol Quiroz

Partner

Jessica Mercado

Senior Associate

Banking & Finance

by EsolaAdmin2024 | Apr 20, 2022 | Practice Areas

BANKING & FINANCE

We have broad experience advising national and international companies in the banking and financial sector. We represent commercial banks, investment banks, funds, trusts, Private Pension Fund Administrators (AFPs), and other financial entities.

We advise international financial institutions to operate in the Peruvian market in compliance with regulatory requirements and recent changes in legislation, as well as investment funds and companies regulated by the Superintendency of Banking, Insurance and Private Pension Fund Administrators and the Superintendency of Securities Market.

We advise and represent various financial institutions in their global restructuring and recapitalization operations.

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Procurement of PPPs

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Structured financings

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Bilateral and syndicated loans

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Collateral structures (trusts)

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Public and private placement of securities (debt, capital and hybrid)

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Treasury operations

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Financial leasing

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Structured products

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Financial leasing

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Banking, financial, and capital market regulation, including good corporate governance and anti-money laundering issues

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Cross-border lending

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Electronic money

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Infrastructure project finance

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Financial dispute resolution

Key contacts

Carlo Viacava

Partner

Jesus Matos

Partner

Jessica Mercado

Senior Associate

Valery Vicente

Senior Associate

Vladimir Popov

Senior Associate

Andrea Ramírez

Associate

Tania Recavarren

Associate

Roxana Bazo

Associate

Environmental

by EsolaAdmin2024 | Apr 20, 2022 | Practice Areas

ENVIRONMENTAL

Our environmental team provides advice to national and foreign companies in the most diverse economic sectors, especially in industrial activities, agriculture, aquaculture, aviation, construction, ports, mining, energy, among others. The following is a brief description of the main issues in which our environmental area generates great value for our clients and in which our experience particularly stands out:

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Environmental Management Instruments: We regularly advise clients on issues related to obtaining or modifying their environmental management instruments (Environmental Impact Studies, Environmental Management Adaptation Program, Certificates of Non-existence of Archaeological Remains, Archaeological Monitoring Plan, among others). Our clients benefit from our broad and deep knowledge in the field. We have managed, for example, to clarify grey areas in the drafting that could later have posed problems during supervisions, or helped to respond effectively to observations of the most diverse nature, including those that refer to the competence of the various governmental authorities. All this allows us to provide specific solutions that consider, among others, the client's industry (mining, ports, aquaculture, agriculture, aviation, among others) and even the idiosyncrasies of the region in which they develop their business.

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Community Relations: We have extensive experience in managing relations with rural and native communities, which is fundamental for the continuous development of our clients' activities. Our team has managed very complex relationships in different regions of our country in the coast, highlands and jungle, always achieving practical solutions that ensure a good long-term relationship with the communities. We have also successfully participated in processes involving Prior Enquiry.

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Waste Treatment: The environmental team is specialized in various issues related to solid waste, such as the treatment and disposal of non-municipal waste, hazardous and non-hazardous waste, waste electrical and electronic equipment, end-of-life tires, construction waste, wastewater disposal, among others.

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Advice on Water Rights: Our team has developed a vast experience in advising companies on issues related to water rights, recovery of well rights and proceedings before the National Water Authority (ANA, for its Spanish acronym), Water Administrative Authority (AAA, for its Spanish acronym), and Local Water Authority (ALA, for its Spanish acronym). We are familiar with a wide range of cases, both our own and others', which we have analyzed and studied in depth, enabling us to work in an effective manner, based on the "jurisprudence" formed over years of work as well as the Law.

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Due Diligence: We conduct environmental regulatory compliance audits, as well as environmental matrices so that our clients can verify that they are in compliance with the regulations applicable to their business. We also work with our clients so that they can fully comply with any internal or external audit, including those required to obtain ISO Certifications.

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Administrative Sanctioning Procedures: We accompany our clients in all stages of the administrative procedures, from supervisions or initiation of the procedure, always providing meticulous support so that the administrative procedures initiated to our clients by the different State entities such as the Environmental Assessment and Enforcement Agency (OEFA, for its Spanish acronym), Ministry of Environment, Ministry of Culture, Produce, ANA, among others, are found, processed and decided always in accordance with the provisions of the applicable regulations.

Key contacts

José Antonio Honda

Partner

Ricardo Barrantes

Senior Associate

Ursula Wismann

Associate

Maritime and Ports

by EsolaAdmin2024 | Apr 20, 2022 | Practice Areas

MARITIME AND PORTS

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Advice on maritime and/or air freight transportation

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Cabotage and international transportation

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Seizure and interdiction of ships and aircraft

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Structuring of LNG operations

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Registration of ships and vessels

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Collisions, general and particular damage, salvage and cargo claims

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Maritime pollution cases

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Ship purchase and sale, ship financing and shipbuilding

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Litigation and administrative procedures

Key contacts

Patricia Castro

Partner

Evelyn Villegas

Associate

Linette Márquez Castañeda

Associate

Customs and International Trade

by EsolaAdmin2024 | Apr 20, 2022 | Practice Areas

CUSTOMS AND INTERNATIONAL TRADE

We provide our clients with first-level legal advice on local customs and international trade matters aimed at analyzing the impact of our clients’ international transactions and the terms and conditions agreed upon in these transactions, in the Peruvian customs legislation, and the international treaties entered into by Peru.

We work in coordination with customs agents and other international trade operators, as well as with sectorial entities involved in our clients’ operations to avoid customs contingencies and clearance incidents.

Our practice covers diverse matters such as:

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General consulting

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Representation in administrative procedures before the Customs Administration and the Tax Court

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Assistance in customs audits

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Customs authorizations of international trade operators

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Authorized Economic Operator (AEO) Certification

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Information Module on Foreign Trade Logistics Services (MISLO)

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Application of Tariff Preferences (FTAs)

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Tariff classification

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Customs valuation

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Import of industrial projects or plants

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Diagnosis and implementation of drawback

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Special treatment areas (ZOFRATACNA, ZED, Amazon)

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Information Exchange Module (MIIO)

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