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Areas of Practice

Corporate – Mergers and Acquisitions – Contracts

Our lawyers have experience in the negotiation and structuring of all types of contracts necessary to carry out the transactions required by the client. Our ability to not replicate, but rather frame the figures used in international practice to Peruvian law stands out. Regarding corporate and contractual matters, our practice includes different aspects of the operations, as well as the possible needs of the clients: advice, counseling, drafting, negotiation, closing, contractual administration, pre-arbitration handling of disputes, as well as arbitration of the matter.

Key contact:
Gustavo Miró Quesada M.
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Franchesco Scarafone C.
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Our services

  • Advice on the purchase and sale of companies, through any modality, such as purchase of assets, purchase of shares, mergers, reorganizations, acquisition of companies in insolvency proceedings.
  • Advice on the various forms of corporate reorganization (whether of companies of different groups or of the same group), including mergers, spin-offs, simple reorganizations and others.
  • Advice on corporate structures and incorporation of investment vehicles.
  • Incorporation of companies and establishment of branches, agencies and representative offices.
  • Drafting of articles of association, bylaws, negotiation and drafting of shareholders’ agreements.
  • Design and execution of corporate reorganizations (mergers, spin-offs and transformations).
  • Advice on Corporate Governance issues.
  • Preparation and negotiation of commercial contracts
  • Domestic and cross-border mergers and acquisitions.
  • Advising in the area of family businesses (family protocols, family agreements, creation of holding companies, establishment of trusts, establishment of special regulations for the administration of several companies and for the management of shares, succession planning).
  • Advice in the preparation and negotiation of MOU’s, Letters of Intent, Letters of Offer, Business Collaboration Agreements (consortiums, joint ventures, joint ventures).

  • Consultancy in the evaluation of responsibilities of Directors and Managers.
  • Advice in the preparation of D&O Insurance Policies, Consortium and Joint Ventures, SPA and design of Reps & Warranties.
  • Advising shareholders in their relations with their consortiums and with the companies of which they are shareholders.
  • Advice, drafting, negotiation, claims and dispute management in all types of contracts. We have been involved in real estate transactions, franchise disputes, restructuring of transportation and distribution contracts, licensing agreements, etcetera.
  • Arbitration in corporate disputes and in post M&A or post sale of shares disputes (i.e. price readjustment, price withholding, breach of representation, assumption of contingencies, among others).
  • Due diligence for the acquisition of companies.
  • Dissolution and liquidation of companies.
  • Advice in the negotiation and administration of civil and commercial contracts (i.e. loans, transportation, distribution, franchising).
  • Advice on the purchase and sale of real estate (i.e. study of titles, studies of the zoning and legal possibility of use of the property, negotiation of the purchase and sale, legal reorganization).


Acquisitions, mergers and joint ventures have been important and strategic tools used by many companies and corporations worldwide. In Peru, there is an important practice in the use of these tools. Our clients can rely on our firm’s advice in connection with the most complex transactions of their companies. Our lawyers have been actively and successfully involved in several acquisitions and mergers in such a way that allows us to provide our clients with significant experience in this area.
The combined practice of our lawyers allows us to have an interesting experience that Miró Quesada & Miranda makes available to our clients. Some of the main transactions involve the cross-border acquisition of Cementos Polpaico (Chile) for US$ 100 million by Volcan, the acquisition of a real estate asset of Ceper for US$ 16 million by Aventura Plaza S.A., and mergers of companies in the framework of the reorganization of the corporate structure of the Brescia Group.
Recently, we participated in a major arbitration defending the seller of a concession company against the buyer for alleged breach of representations and warranties in the share purchase agreement.

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