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Antitrust / Competition

Peru: The SBS establishes a procedure for the prior control of merger transactions

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In brief

The Superintendence of Banking, Insurance and Private Pension Fund Administrators (SBS) published SBS Resolution No. 00511-2023, which approves the procedure to carry out the prior control of concentration operations involving companies of the financial or insurance system, within the framework of Law No. 31112, the law that establishes the prior control of corporate concentration operations, and its regulations (“Concentration Regulations“).

According to the merger regulation, when a concentration operation involves entities supervised by the SBS that present relevant and imminent risks that compromise the soundness or stability of the referred companies or the systems they integrate (“Relevant Risks“), only prior authorization from the SBS is required.

In depth

Scope of application

The procedure applies to companies of the financial system that take deposits from the public or insurance companies that participate as acquirers or transferors in a business concentration operation included in the merger regulation when a specific procedure has not been contemplated.

Request for prior control of transactions before the SBS

The acquiring or transferring entity, as the case may be, must file a request for approval before the SBS (“Request“), attaching the following information:

  1. Detailed description of the transaction, indicating the objectives, intervening parties and the amount involved
  2. Report analyzing the risks associated with the transaction, and its impact on the company’s risk profile and solvency
  3. Certified copy of the resolution adopted by the competent corporate body to carry out the concentration operation and of the approval of the analysis report
  4. Contract or draft contract, specifying the identification, obligations and rights of the intervening parties, as well as the documents and annexes related thereto
  5. Evaluation of the company to determine that the operation is within the scope of application of the rules
  6. Other relevant documents

If the operation involves more than one company, the application must be submitted by each of the acquiring companies. The transferring company must submit, as a whole, the information in points ii) and iii) above.

Deadlines for the procedure

  • Once the application has been filed, the SBS has 20 business days to determine whether the transaction involves entities that present Relevant Risks.
  • If the transaction involves entities that present Relevant Risks, the SBS has 30 business days from the date of the Request to issue the corresponding resolution.

During a state of emergency, the constitution is not annulled. It is an exceptional measure that allows the restriction of four rights, to face and overcome the serious circumstances that affect the country.

We hope that this information will be of relevance to you and your company. If you require any further information, do not hesitate to contact us.

Click here to access the Spanish version.

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Author

Teresa Tovar leads the Antitrust and Competition, Compliance and TMT groups in the Firm's Lima office, where she has been partner since 2007. She is also currently a member of Baker McKenzie's Latin America Antitrust and Compliance Steering Committees.

Author

Crosbby is a senior associate and has more than nine years of experience in competition law, advertising and regulation, both in the private and public sectors, which allows having a holistic view of the difficulties of our clients. He has participated in the most important investigations and procedures in competition law in Peru. Different law firm rankings have highlighted his work in the field of competition law and telecommunications, due to his deep knowledge in the subjects. Crosbby also has knowledge in microeconomics, which allows him to have a multidisciplinary approach in competition law that is an advantage for our clients. He also has solid technical knowledge in the field of telecommunications. Crosbby is in charge of legal counselling in competition matters, advertising regulation, consumer protection, telecommunications and data protection. In the same way, he is in charge of the defense of our clients in different proceedings before INDECOPI and OSIPTEL.

Author

Viviana is a senior associate and has extensive experience in competition law, with experience in advising companies on matters related with the application of the antitrust law, unfair competition law, and consumer protection law. Viviana has participated in several administrative procedures before the Free Competition Commission, the Unfair Competition Commission, the Consumer Protection Commission, and the Elimination of Bureaucratic Barriers Commission and before the Competition Court of the National Institute of Competition Defense and Protection of Industrial Property (INDECOPI). Viviana also has experience in data privacy matters, having advised several companies on their implementation to such legal framework.

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