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Regulatory issues of prior control of concentrations and mergers. Olaechea assisted Tramarsa with a comprehensive memorandum regarding the legal situation of Puerto de Bayovar. In this sense, we developed an analysis of the requirements and rules related to the regulatory framework for prior control of concentration and mergers.
Preliminary analysis of acquisition of port shares in Peru: We carried out a preliminary analysis of the Puerto de Bayovar share acquisition transaction by Tramarsa and the essential parameters to be taken into account, in order to present our client with all relevant aspects in the event of a purchase.
Largest port operator in Peru: Tramarsa is Peru’s largest port operator, with 30 years of experience in port terminal solutions. The client is dedicated to looking after ships, cargo and maritime and port infrastructure, and also operates private port terminals.
Strategic port for Peruvian trade: The Puerto of Bayovar is a private port for private use, in northern of Peru, in which cargo loading and unloading operations are carried out, as well as the transport of cargo from the warehouses to the terminal. Bayovar has the capacity to handle solid bulk cargo and liquid cargo. The port has docks and a platform to receive ships with a capacity of up to 250,000 tonnes.
Latest development: We delivered the analysis to the client.
Martin Serkovic
Confidential
Tying arrangements and competition law. Olaechea advised Amex on a query related to the antitrust concept within Peruvian competition law called ‘tying’. This concept refers to when a company cannot tie one service to another. In this sense, Amex was asking our analysis since it was planning to establish a condition to Peruvian banks, stating that the bank could not be an Amex acquirer if it do not also want to be an issuer.
Comprehensive analysis to avoid competition problem: Thus, we analysed the law and the particular features of Amex and its position in the Peruvian market in order to determine the risks, benefits, and limitations of imposing this condition on the bank without triggering a competition issue.
Leading global services company and world’s largest payment network: Amex is a leading global services company, the most valued financial services brand and the largest payments network in the world. Amex’s foundation dates back to 1850 and today the client processes millions of transactions every day and moves more than USD 1 trillion a year.
Latest development: After studying several aspects and particular statements, we gave Amex the legal strategy to continue with its plan to impose such condition on banks in Peru.
Martin Serkovic
Revenue in 2023: USD 61 billion
Need for merger control approval in acquisition of additives company: Olaechea provided guidance to Saint Gobain in the prior analysis on how to meet all the parameters and requirements to exclude the possibility of needing merger control approval for the acquiring for 100% of the shares of a Peruvian additives company.
Assessing competition authority notification requirements: Our evaluation assessed whether, based on the size of the transaction and economic agents involved, this transaction should have been notified in advance to the competition authority, or it could raise concerns that might prompt an investigation by such authority.
Global leader in solutions for construction and industry: Saint-Gobain Peru is a subsidiary of Saint-Gobain, a multinational company headquartered in France and a global leader in solutions for construction and industry. Saint-Gobain has a presence in 70 countries and more than 180,000 employees. In Peru, Saint-Gobain has been operating for 20 years and has 6 production plants, 6 distribution centres, and 3 commercial and administrative offices.
Latest development: We provided our client with the necessary scope to safely continue the transaction as it turned out that prior notification was not required.
Martín Serkovic
Operating income in 2023: USD 6.11 million
Compliance with merger control regulations for acquisition of competitor. Olaechea assisted Arcor in the prior analysis to ensure compliance merger control rules and requirements, for the acquisition of two lines of business of a horizontal competitor in the confectionery and chocolate market. The work carried out was aimed at avoiding the requirement for merger control.
Asset acquisitions and merger control: As this transaction would take place through the sale of assets and not of shares, it was necessary to carry out a particular analysis on this issue in Peruvian merger control law. This was required in order to determine whether all the business lines could be taken into account, even though not all of them would be transferred, as they represented the same brand.
Analysis of competition authority concerns: In this way, we were able to provide with an overview of the level of risk of a possible subsequent questioning by the competition authority that would trigger an ex officio review of the transaction.
Food giant leader in sweets exports: Arcor de Perú is a subsidiary of Grupo Arcor, present in more than 100 countries through three business divisions: mass consumption foods, agribusiness, and packaging. It is also the n°1 exporter of sweets in Peru, Argentina, and Chile. The group has more than 45 industrial plants in Latin America, an industrial plant in Africa, and commercial offices on four continents.
Latest development: Our firm advised the client on this case.
Martín Serkovic
Confidential
Training on antitrust laws. Olaechea advised SAAM on compliance issues related to free competition. We provided the client’s team with training on compliance with the Antitrust Plan. In this way, the client can be aware of the actions it may or may not perform in the performance of its duties in order to ensure that it does not contravene and/or violate antitrust regulations.
Providing guidelines for antitrust inspections: Likewise, we provided the client with specific guidelines to face an inspection proceeding by the Peruvian competition authority, so that it has a clear understanding of the scope of the authority’s actions and its obligations and rights before it.
Review of document on compliance with free competition rules: Finally, we reviewed the document related to the compliance with free competition regulations in order to ensure that it is in accordance with the provisions established by the Peruvian competition authority.
One of world leaders in tugboat services: SAAM Towage Perú is a subsidiary of SAAM Towage, a leader in towage services both in harbours and on the high seas. With more than 60 years of experience, the client operates a fleet of tugboats in the main Peruvian ports. The client operates in seven ports, with 24-hour availability.
Latest development: Our firm provided comprehensive advice on free competition for the client.
Martín Serkovic
Net profit from operations for the nine months ending in September 2024: USD 43 million
Complaint in unfair competition procedure. Olaechea is advising Hytera on a complaint of an unfair competition procedure. The purpose of this procedure was to demonstrate that another agent was unduly exploiting the reputation of our client to gain an advantage in a procurement process with the State for the purchase of batteries.
Unveiling deceptive tactics in competitive market: In this regard, we argued that the competing agent was carrying out acts aimed to simulate the supply of a product that, in reality, was unrelated to it and had no relation with the client.
Claim for preliminary injunction: We also presented the claim for a preliminary injunction, as well as the dismissal of the case; several demands and questions from the commission to obtain answers and additional information to resolve the case.
World leader in professional communication technologies: Hytera Mobilfunk Sucursal del Peru is a subsidiary of Hytera Mobilfunk, a German supplier of solutions and products for radio communication. Hytera stands out as a world leader in professional communication technologies and solutions.
Latest development: Our firm continues to defend the client in this case.
Martin Serkovic
S/ 10’000,000.00 (Ten million Peruvian soles) in relation to estimated sales from the processes that continued this year.
Incentive policy in retail sector guided by free competition. Olaechea advised GMO on the implementation of an incentive policy at national level in the retail sector, in order to avoid that it might imply any contravention to the legal system, especially within the framework of free competition.
Ensuring compliance with Peruvian regulations: We provided an analysis and opinion from the different aspects, taking into account the different scenarios regulated by Peruvian regulations, so that the client would know whether this policy could be implemented and the risks that its implementation would entail, if that were the case.
Possible sanctions from Peruvian competition authority were analysed: Finally, we analysed and informed the client about the possible sanctions that would be imposed by the Peruvian competition authority if any of the assumptions established by regulation were found to constitute an anti-competitive practice.
One of largest optical retail chains in Latin America: With more than 3,000 employees, four laboratories and four distribution centres, GMO is one of the largest optical retail chains in Latin America with a presence in Chile, Peru, Ecuador, and Colombia since 1999. It is part of the Italian Luxottica Group, a leader in the design, manufacture, distribution, and sale of high-quality luxury and sports eyewear with more than 70,000 employees and a strong global presence.
Latest development: We assisted the client in implementing an incentive policy.
Martín Serkovic
Annual billing: S/250’000,000.00 (two hundred fifty million Peruvian soles).
Antitrust claims and proof of market independence. Olaechea advised Efilasa on response to a requirement of the Peruvian competition authority. The aim was to explain why the client’s activities were not adversely affecting competition and why it was not a direct competitor of the company that requested the initiation of an investigation procedure before the authority.
Defining market boundaries and challenging regulatory requirements: Likewise, our advice was intended to clarify to the authority the delimitation of the market to which Efilasa’s main activity is directed. We also argued why the requirement was not applicable to the client, providing a detailed analysis to support the client’s position and prevent the investigation from proceeding.
Major personal care products company expanding internationally: Efilasa is a company that has been in business for almost 30 years, with 100% Peruvian capital. The client has a portfolio of more than 800 products and operates in the import, sale, and distribution of personal care products for babies and children. It has operations in Ecuador, Chile, and Colombia and an alliance with the most important licences in the local and global market.
Latest development: We defended the client before the Peruvian competition authority.
Martín Serkovic
Confidential
Sales of different tariffs through different channels and anti-competitive behaviour. Olaechea advised Iberia on a query related to the existence of any legal impediment or restrictions in Peru on selling different tariffs through different channels. To this end, we took into account the rules relating to vertical anti-competitive conduct that justify a measure involving differentiating between economic agents operating at different levels of a marketing chain.
Understanding limits of price setting: In this regard, we determined that, as a general rule, there are no restrictions on price fixing, as prices are governed by supply and demand.
Opinion on establishment of differentiated tariffs and associated risks: Thus, we have therefore provided a comprehensive opinion on the assumptions that must be taken into account for the valid establishment of differentiated tariffs, as well as the risks associated with these measures.
Leading airline in Spain and between Europe and Latin America: Iberia is the leading airline in Spain and has a fleet of 165 aircraft. It offers 143 destinations in Europe, America, Africa, the Middle East, and Asia, plus a further 380 in collaboration with its partners. Iberia is also the leading airline between Europe and Latin America.
Latest development: We assisted the client with this matter.
Martín Serkovic
Operating profit in the second quarter of 2023: USD 341.11 million
Representing the company in administrative complaints from consumers
INDECOPI imposed a sanction of US$ 21,459.00 to our client for not having a Virtual Complaints Book on its web page. In addition, it ordered as a corrective measure that the Complaints Book be implemented in the web page.
Demonstrate non-infringement of consumer legislation
In view of INDECOPI’s final decision, a contentious-administrative lawsuit was filed in court to annul the sanction and the corrective measure ordered through the nullity of INDECOPI’s Final Resolution. The legal reasoning of this appeal has been that INDECOPI incorrectly interpreted the special rule, since our client does not sell to final consumers through the virtual platform in question, therefore, it is not required to have a Complaints Book.
Latest development
We filed an appeal in court.
Monica Germany
US$. 21,459.00