Best Corporate Governance Lawyers in Peru

About Corporate Governance Law in Peru

Corporate Governance in Peru refers to the set of rules, practices, and processes by which companies are directed and controlled. The main goal is to ensure transparent, responsible, and efficient management that protects the interests of shareholders and stakeholders alike. In recent years, Peru has made significant efforts to align its corporate governance framework with international standards, particularly for listed companies and financial institutions. The Peruvian Stock Exchange and the Superintendencia del Mercado de Valores (SMV - the securities market regulator) have played crucial roles in this development, promoting codes of best practices and compliance benchmarks.

Why You May Need a Lawyer

Seeking legal advice in matters of corporate governance is essential for a variety of reasons. Some of the most common situations include:

• Establishing a new company and drafting statutes or bylaws
• Ensuring compliance with local corporate governance regulations and codes
• Guidance on shareholder rights and dispute resolution
• Advising on board composition, directors’ duties, and conflicts of interest
• Handling mergers, acquisitions, or restructuring that require governance changes
• Responding to investigations by regulatory authorities like the SMV
• Implementing internal controls, risk management, and ethical policies
• Adapting to new regulations or best practice recommendations

A lawyer with expertise in corporate governance can help you avoid legal pitfalls, manage risks, and implement structures for effective decision-making within your business.

Local Laws Overview

Peruvian regulations on corporate governance are rooted in various laws and regulatory guidances, including the General Corporations Law (Ley General de Sociedades, Law No. 26887), the Securities Market Law (Law No. 861), and specific resolutions by the SMV.

• The General Corporations Law defines obligations for directors, shareholders, and management, and outlines procedures for meetings, voting, and fiduciary duties.
• The Corporate Governance Code for Peruvian Companies, though not mandatory, sets out recommended best practices for transparency, board composition, and information disclosure, and many entities use a “comply or explain” principle before the SMV.
• Public companies must adhere to stricter disclosures and comply with periodic reporting regulated by the SMV, including annual reports on corporate governance.
• There are specific requirements concerning minority shareholder protections, access to information, and mechanisms to resolve disputes within the company structure.
• The Peruvian legal system also addresses anti-corruption and ethical business practices through national and international frameworks.

Understanding these requirements is vital for business continuity and avoiding sanctions or reputational risks.

Frequently Asked Questions

What is corporate governance?

Corporate governance refers to the systems, structures, and processes by which companies are managed and controlled, balancing interests of stakeholders such as shareholders, management, customers, suppliers, financiers, and the community.

Are Peruvian companies required to follow a corporate governance code?

While not all provisions of the Corporate Governance Code are mandatory, listed companies and others subject to SMV regulation are encouraged to apply a “comply or explain” approach where deviations from the code must be justified.

What are the main laws governing corporate governance in Peru?

Key laws include the General Corporations Law (Ley General de Sociedades), the Securities Market Law, and regulations issued by the SMV.

What are the duties of a director under Peruvian law?

Directors have a fiduciary duty to act in the best interests of the company, exercise loyalty and diligence, avoid conflicts of interest, and comply with legal obligations outlined in the company’s bylaws and Peruvian statutes.

How are minority shareholders protected?

Peruvian law guarantees certain rights to minority shareholders, including access to information, participation in meetings, and the right to challenge decisions that might harm their interests.

What are the consequences of non-compliance with corporate governance regulations?

Sanctions may include fines, nullification of corporate acts, reputational damage, and possible civil or criminal liability for directors and officers.

Can foreign investors participate in Peruvian corporate governance?

Yes, foreign investors can hold shares, serve as directors, and otherwise participate in Peruvian companies, subject to compliance with local regulations and sector-specific restrictions where applicable.

How can a company improve its corporate governance standards?

Adopting best practices from the local code, ensuring independent board membership, establishing clear internal policies, conducting regular training, and seeking guidance from professionals can all help enhance governance standards.

What role does the SMV play in corporate governance?

The SMV oversees the securities market, enforces disclosure obligations, promotes good governance practices, and ensures that regulated entities comply with relevant laws and codes.

Is it necessary to hire a specialist lawyer for corporate governance issues?

While not strictly necessary in every situation, a lawyer specialized in corporate governance provides valuable expertise in compliance, risk mitigation, board management, and regulatory interactions.

Additional Resources

To deepen your understanding and remain updated on corporate governance standards in Peru, consider consulting these entities:

• Superintendencia del Mercado de Valores (SMV) - Main regulatory body for the securities market and governance reporting
• Bolsa de Valores de Lima (BVL) - The Lima Stock Exchange, where listed companies are required to follow specific governance standards
• Cámara de Comercio de Lima (CCL) - The Lima Chamber of Commerce offers guidance and training on corporate governance
• Ministerio de Economía y Finanzas (MEF) - Provides general information on business law and corporate matters
• Peruvian Institute of Corporate Governance (Instituto Peruano de Gobierno Corporativo) - Promotes best practices and offers educational resources

Next Steps

If you are seeking legal assistance in corporate governance in Peru, follow these steps:

• Assess your company’s specific needs regarding governance, compliance, or disputes
• Gather all relevant company documentation, including statutes, board minutes, and policies
• Consult a lawyer or reputable legal firm with experience in Peruvian corporate governance
• Schedule a meeting to discuss your concerns, goals, and potential risks
• Implement recommended policies, procedures, or changes promptly to ensure compliance
• Stay informed about updates in local corporate governance regulations and standards

Timely legal advice is crucial for strengthening your company’s structure, maintaining stakeholder confidence, and ensuring compliance with Peruvian law.