Acquisition of business unit from salmon harvesting company. We advised Mar Andino Peru—a South American company that produces the steelhead in a natural habitat, without using chemicals or antibiotics—on the acquisition of a business unit from Surlux—a salmon harvesting company. Agreement complemented by independent business contracts: The main acquisition agreement was completed with some other business contracts, so all together worked as a unit but at the same time each one of them preserved their independence. The implementation of this dual perspective, suggested by our firm, was of the essence for the acquiescence of all parties involved. Crucial acquisition to unify client’s operations: The target was of the utmost importance to the client because the operations of Surlux are located in the middle of two operations of Mar Andino, and it was critical for our client to achieve a unified operation. Latest development: The deal was successfully finished, and we are assisting the parties with post-contract matters.

Alternative business structure for global leader supplier of non-metallic minerals for industrial use. We are advising the mining company Imerys—a global leader supplier of non-metallic minerals for industrial use—on structuring an alternative business model, which currently involves direct production from its mining concessions. Negotiating commercial collaborations with producers operating mining concessions: The proposed new model, currently under our execution, would involve commercial collaborations with producers operating on mining concessions owned by Imerys or other producers with their concessions. We provide effective support in negotiating and drafting the necessary agreements. Deep understanding of client’s production and commercialisation chain: To ensure the successful implementation of this new business model, we leveraged our deep understanding of the client’s entire production and commercialisation chain. Latest development: We are assisting the client with the ongoing corporate reorganisation.

Acquisition of 50% equity interest in real estate company. We advised the real estate company Swiss Capitals Group on the acquisition of a 50% equity interest in Inmobiliaria El Retiro—owner of a prime commercial property in Lima. The transaction aimed to facilitate the expansion of the client’s coworking business while ensuring the continued involvement of the existing shareholders in the project. Tailoring efficient acquisition: Our team focused on the optimal legal structure to balance the parties’ interests. We assessed various associative contract models and recommended a direct equity acquisition for tax and administrative efficiency. Our firm assisted with the preparation, negotiation, and execution of all transaction documents. We ensured compliance with corporate formalities and successfully implemented the change in company representation. Optimising financing and cost-sharing for sustainable growth: Our advisory included the financing structure for both the acquisition and the future coworking business, and the development of a framework to ensure proportional contributions from all parties towards operational and implementation costs. New governance framework for equal shareholding participation: Furthermore, we structured the governance framework to accommodate equal shareholder participation while preventing deadlocks and negotiated a shareholders’ agreement. Also, we addressed legal constraints affecting one shareholder’s eligibility to participate in the transaction. Innovative solutions for strategic coworking expansion: This transaction is highly important for our client as it secures a strategic location that complements its existing coworking offerings in central areas of Lima. For our firm, this is an innovative case that required collaborative work across various departments to identify the option that best serves our client’s interests and ensures the operational viability of the project itself. Latest development: The acquisition was completed. The project is in the implementation stage.

Corporate restructuring involving asset reallocation of leading Peruvian poultry company. Our firm advised San Fernando—a leading Peruvian poultry company—on the corporate restructuring and reallocation of non-core real estate assets. The project involved evaluating corporate structures to optimise asset management. Review of real estate assets and analysis of reorganisation models: We conducted a comprehensive legal assessment of the client’s real estate assets, including ownership verification and strategic review of corporate reorganisation models such as spin-offs, asset contributions, direct transfers, and trusts. Our team also evaluated the tax implications of each restructuring scenario to determine the most efficient structure. Establishing new entity to address assets transactions: Furthermore, we advised on the execution of the selected structure, including establishing a new entity to manage and develop the assets or facilitate its sale, as well as assisting in drafting corporate documents. Enhanced asset efficiency and value creation: This reorganisation proved to be extremely important for our client, as it will be able to utilise its balance sheet assets in the most efficient manner possible, thereby generating value for the business through an investment in the entity that receives the property asset block and carries out the sale or property development projects that best align with its interests. Latest development: With our assistance, the client implemented the corporate restructuring.

Acquisition of shares in owner of shopping centre in Lima. Our firm advised the real estate company Swiss Capitals Group on the acquisition of 100% of the shares from the De Ferrari Mariateguí family in Centro Comercial Gamarrita, the owner of a key shopping centre in Lima. Structuring transaction as share purchase instead of asset acquisition: The client aimed to incorporate the shopping centre into its real estate portfolio, and we advised it on structuring the transaction as a share acquisition to optimise tax and liability considerations, distinguishing it from an asset acquisition. Our work also included conducting comprehensive legal due diligence to assess corporate ownership risks, encumbrances on real estate assets, pending litigation, and regulatory compliance. Addressing dispute over share ownership and compliance with fiduciary requirements: Furthermore, our team addressed critical legal risks, including a family dispute over share ownership and compliance with fiduciary requirements due to the property’s previous transfer into a securitisation trust. Securing immediate possession of shopping centre: We developed contractual mechanisms for workforce termination at closing and immediate possession of the shopping centre and advised on terminating lease agreements and handling administrative permits for future redevelopment. The negotiated timelines and conditions for taking possession of the property were part of the strategy to ensure a swift and effective ownership transfer. Strengthening commercial real estate presence in Peru: This acquisition is strategic for our client as it adds a substantial shopping centre to its real estate portfolio in the most significant textile retail hub in Peru, thereby strengthening its presence in the commercial real estate sector. Latest development: The transaction was completed. We are currently advising the client on post-transaction matters.

Strategic acquisition in industrial additives sector. We are advising GCO Applied Technologies—a business unit of Saint-Gobain, which is a global leader in lightweight and sustainable construction—on the acquisition of 100% of the shares of a family-owned industrial additives business with a focus on additives for concrete and cement. Deal structuring and execution: Besides being involved in the structure of this new deal, we are also part of the negotiation and drafting of all necessary documents towards closing, and the post-closing stage. Evaluating transaction thresholds and market impact in Peru: Our advisory also includes the analysis and calculation of the thresholds to review if it is mandatory to notify the transaction before the Peruvian Competition Authority. We also analyse whether the transaction may impact the Peruvian market, to verify if it could trigger negative effects over the competition process. Client’s first acquisition for specific business unit market entering: GCO Applied Technologies has become a very important player in its industry and this acquisition will be the first one in Peru for a specific business unit entering the market. We have advised the client on a number of acquisitions, which have led to a significant expansion of its operations in our country over the last six years. Latest development: The case is currently at a negotiation stage.

Enabling business between Peruvian Agencies and international entities. We are advising Thales Group—a multinational technology company and a key player in Peru, particularly in the supply of chips and software for secure financial transactions and identification—on the process of enebling international entities within the client’s economic group to be authorised to do business with Peruvian Governmental Agencies. Successful outcome with three entities authorised to engage with Peruvian authorities: Our work involved navigating complex requirements and compiling extensive documentation and evidence. As a result, Thales Group benefited by having three foreign legal entities approved to engage directly with Governmental Agencies, namely the client’s subsidiaries in France, Thailand, and Sweden. Simplifying process and eliminating need to establish branch or subsidiary in Peru: This case is relevant for our client as it simplifies the process for these foreign entities to demonstrate their experience and financial capacity, which are common requirements for contracts with Governmental Agencies. Additionally, it eliminates the requirement for our client to establish a legal presence in Peru, such as a branch or subsidiary, prior to engaging with Peruvian Agencies. Latest development: We are assisting the client with this ongoing case.

Entrance of foreign group in palm oil company from Peruvian Amazon. Our firm advised Trace Peru—the Peruvian subsidiary of the Camilo Ferrón Group, which operates in Argentina and Chile—on structuring its participation in AOPSA—a company owned by palm oil producers in the Peruvian Amazon. The engagement involved designing legal strategies to navigate a widely held shareholding structure and secure an equity position despite opposition from minority shareholders. Structuring purchase agreement for future production and technical cooperation agreement: Our team explored and negotiated multiple entry structures, including share purchase, capital contribution, and cooperative agreements. We also assisted in structuring a purchase agreement for future production and a technical cooperation agreement as interim solutions before securing equity participation. Overcoming shareholder opposition: Furthermore, we advised the client on overcoming shareholder opposition, drafting and negotiating investment agreements, and structuring governance mechanisms to facilitate Trace Peru’s participation. Our team also provided strategic guidance on minority shareholder rights under Peruvian law. Capital contribution and regulatory compliance: Our firm structured and executed the capital contribution to AOPSA, ensuring compliance with corporate and foreign investment regulations, and assisted with due diligence, corporate filings, and implementation of governance adjustments to accommodate the new investor. Strengthening position in Peruvian palm oil industry: This transaction is very important for Camilo Ferrón as it now has a direct stake in a Peruvian palm oil production company, ensuring future inventory production. Likewise, its experience and technical advancements will strengthen AOPSA’s business and add greater value to the company’s current production. Latest development: With our assistance, the client concluded the transaction.

Acquisition of multinational consulting firm. Our firm is assisting Systra with the acquisition of Ardanuy Ingeniería—a consulting firm with operations in Spain, Lithuania, India, Colombia, the United States, Algeria, Panama, and Peru. Due diligence and regulatory alignment of target as government contractor: Our firm is conducting a due diligence process to ensure the target company’s alignment with Peruvian legal requirements. Considering Ardanuy Ingeniería holds multiple registrations as a government contractor, we are assessing its compliance with public procurement regulations, verifying its status as a government contractor, and identifying any associated liabilities. Evaluating compliance and asset integrity: As part of the due diligence, we are evaluating the firm’s compliance with Peruvian labour regulations, including contractual obligations with employees and social security contributions. Our review also covers the company’s real estate holdings to confirm ownership rights, lease agreements, and potential encumbrances affecting the assets. Global leader in transport engineering and mobility solutions: Systra is one of the world’s leading engineering and consulting groups specialised in public transport and mobility solutions, with more than 65 years of expertise in transport engineering. Systra is present in 80 countries, with more than 11,000 employees worldwide. 50% of all high-speed lines in the world were designed by Systra. Strengthening client’s market position: This case is important as the client will enhance its positioning in the sector to construct various projects. It will consolidate its expertise by combining Ardanuy’s knowledge in the road sector, highways, and electrical specialities, among others. Latest development: Our firm is currently advising the client on the matter.

Restructuring Peruvian operations of US-based textile company. Our firm is advising the US-based textile company Paka Apparel on the corporate restructuring of its Peruvian operations. Incorporation of new local entity to separate business activities: The restructuring includes the incorporation of a new local entity to separate production and export activities and the reorganisation of shareholding structures to optimise tax efficiency and business growth. Transferring key commercial agreements between client’s entities: Our work also includes advisory on the transfer of key commercial agreements between the existing and newly formed entities, ensuring contractual continuity, and reviewing and drafting contractual amendments to reflect the new business structure. We are also seeking to optimise the new corporate setup to align with business objectives while mitigating potential regulatory risks. Expansion of client’s operations in Peru: This matter is of utmost importance to our client as it enables it to expand its operations in Peru, strengthening its position in the textile industry. Once the structure is operational and fully functional, it will allow for further expansion, the hiring of additional staff, and an increase in production contracts with Peruvian local communities. Latest development: We are currently advising the client on the matter.