The International

CapitalMarkets Review

Law Business Research

Sixth Edition

Editor

Jeffrey Golden

The International

Capitalmarkets Review

Sixth Edition

EditorJeffrey Golden

Law Business Research Ltd

PUBLISHER Gideon Roberton

SENIOR BUSINESS DEVELOPMENT MANAGER Nick Barette

BUSINESS DEVELOPMENT MANAGER Thomas Lee

SENIOR ACCOUNT MANAGERS Felicity Bown, Joel Woods

ACCOUNT MANAGER Jessica Parsons

MARKETING COORDINATOR Rebecca Mogridge

EDITORIAL ASSISTANT Gavin Jordan

HEAD OF PRODUCTION Adam Myers

PRODUCTION EDITOR Anne Borthwick

SUBEDITOR Gina Mete

CHIEF EXECUTIVE OFFICER Paul Howarth

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advice should always be sought before taking any legal action based on the information provided. The publishers accept no responsibility for any acts or omissions contained

herein. Although the information provided is accurate as of November 2016, be advised that this is a developing area.

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i

The publisher acknowledges and thanks the following law firms for their learned assistance throughout the preparation of this book:

ACKNOWLEDGEMENTS

AFRIDI & ANGELL LEGAL CONSULTANTS

ALLEN & OVERY

BHARUCHA & PARTNERS

BORENIUS ATTORNEYS LTD

DE PARDIEU BROCAS MAFFEI

DLA PIPER MARTÍNEZ BELTRÁN

FENXUN PARTNERS

G ELIAS & CO

HOGAN LOVELLS BSTL, SC

INTERNATIONAL COUNSEL BUREAU

KING & WOOD MALLESONS

KOLCUOĞLU DEMİRKAN KOÇAKLI ATTORNEYS AT LAW

MAPLES AND CALDER

MIRANDA & AMADO ABOGADOS

MKONO & CO ADVOCATES

MONASTYRSKY, ZYUBA, STEPANOV & PARTNERS

MORRISON & FOERSTER LLP / ITO & MITOMI

NIELSEN NØRAGER LAW FIRM LLP

PETER YUEN & ASSOCIATES IN ASSOCIATION WITH FANGDA PARTNERS

Acknowledgements

ii

PINHEIRO NETO ADVOGADOS

P.R.I.M.E. FINANCE FOUNDATION

REED SMITH

RUSSELL MCVEAGH

SIDLEY AUSTIN LLP

SYCIP SALAZAR HERNANDEZ & GATMAITAN

TOKUSHEV AND PARTNERS

URÍA MENÉNDEZ ABOGADOS, SLP

VIEIRA DE ALMEIDA & ASSOCIADOS, SOCIEDADE DE ADVOGADOS, SP RL

iii

Editor’s Prefaces ..................................................................................................vii Jeffrey Golden

Chapter 1 AUSTRALIA ............................................................................... 1Ian Paterson

Chapter 2 BRAZIL .................................................................................... 22Ricardo Simões Russo, Gustavo Ferrari Chauffaille and Luiz Felipe Fleury Vaz Guimarães

Chapter 3 BULGARIA ............................................................................... 30Viktor Tokushev and Nataliya Petrova

Chapter 4 CHINA ..................................................................................... 40Xusheng Yang

Chapter 5 COLOMBIA ............................................................................. 56Camilo Martínez Beltrán and Sebastian Celis Rodríguez

Chapter 6 DENMARK .............................................................................. 66Thomas Weisbjerg and Peter Lyck

Chapter 7 FINLAND ................................................................................ 77Juha Koponen, Janni Hiltunen, Mark Falcon and Matias Keso

Chapter 8 FRANCE .................................................................................. 87Antoine Maffei and Olivier Hubert

Chapter 9 GERMANY ............................................................................. 115Kai A Schaffelhuber

Chapter 10 HONG KONG ....................................................................... 126Vanessa Cheung

CONTENTS

iv

Chapter 11 INDIA .................................................................................... 139Vishnu Dutt U

Chapter 12 IRELAND ............................................................................... 150Nollaig Murphy

Chapter 13 JAPAN .................................................................................... 173Akihiro Wani and Reiko Omachi

Chapter 14 KUWAIT ................................................................................ 187Abdullah Al Kharafi and Abdullah Alharoun

Chapter 15 LUXEMBOURG ..................................................................... 198Frank Mausen and Henri Wagner

Chapter 16 MEXICO ................................................................................ 220René Arce Lozano, Mayuca Salazar Canales and Elías Muñoz García

Chapter 17 NEW ZEALAND .................................................................... 231Deemple Budhia and John-Paul Rice

Chapter 18 NIGERIA ................................................................................ 240Fred Onuobia and Bibitayo Mimiko

Chapter 19 PERU ...................................................................................... 249Nydia Guevara V and Álvaro del Valle R

Chapter 20 PHILIPPINES ......................................................................... 256Maria Teresa D Mercado-Ferrer, Joan Mae S To and Jo Marianni P Ocampo

Chapter 21 PORTUGAL ........................................................................... 274José Pedro Fazenda Martins, Orlando Vogler Guiné and Sandra Cardoso

Chapter 22 RUSSIA ................................................................................... 286Vladimir Khrenov

Contents

v

Chapter 23 SPAIN ..................................................................................... 301David García-Ochoa Mayor and José María Eguía Moreno

Chapter 24 TANZANIA ............................................................................ 312Kenneth Mwasi Nzagi

Chapter 25 TURKEY ................................................................................ 317Umut Kolcuoğlu, Damla Doğancalı and Aslı Tamer

Chapter 26 UNITED ARAB EMIRATES ................................................... 327Gregory J Mayew and Silvia A Pretorius

Chapter 27 UNITED KINGDOM ............................................................ 341Tamara Box, Ranajoy Basu, Claude Brown, Nick Stainthorpe, Caspar Fox, James Wilkinson, Jacqui Hatfield, Winston Penhall and Daniel Winterfeldt

Chapter 28 UNITED STATES................................................................... 370Mark Walsh and Michael Hyatte

Appendix 1 ABOUT THE AUTHORS ...................................................... 387

Appendix 2 CONTRIBUTING LAW FIRMS’ CONTACT DETAILS ........ 405

Contents

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EDITOR’S PREFACE TOTHE SIXTH EDITION

There is a lesson from the international capital markets that took me, as a young ICM lawyer, a measure of time to both comprehend and appreciate. It was namely this: in matters legal, market participants have a marked preference for certainty above almost anything else. Even sometimes ahead of justice!

Market participants need to know where they stand.You see, you can trade or structure around a position that you know to be certain,

however undesirable that position may be, and whether or not you believe it to be fair. What is abhorred is not knowing what your position is. Eventually being told by a court after months or years of litigation, for example, that you were correct in your earlier view does not give a lot of comfort if, waiting on that answer, you stood ‘naked’ to a market that has moved on and significantly against you while you remained uncertain whether, when and to what extent to hedge your exposure or otherwise move in reliance on the position you had previously assumed.

Let me give you an extreme example of this preference for certainty over justice as it is reflected in the terms widely used by the derivatives markets when structuring a trade under my favourite contract form, the ISDA Master Agreement. There, a library of product-specific definitional booklets provide various terms tied to particular product markets, including details of pricing sources, relevant market conventions, and fallbacks and adjustments for when a given source may not be available and for other market disruptions. Relevant booklets can be incorporated into the parties’ trade confirmations and thus added to the parties’ contract on an ‘as and when needed’ basis.

Many of these booklets include a provision that is widely embraced for trades that base their prices on published and displayed screen rates. It provides, for example, that where a relevant rate for a pricing date is based on information from certain sources such as a Reuters screen page the rate is, as you might expect, subject to corrections made by that source – but only if the correction is made within one hour of the time when the

relevant rate is first displayed.1 After that, even if the displayed rate has an extra zero in it, and even if it is later corrected, the rate as it stood one hour out becomes the irrevocable basis for the relevant pricing of the transaction. That is the potentially harsh but, in order to ensure certainty, market-preferred position.

This desire for timely and reliable answers can also be seen by the considerable contractual privilege and discretion afforded, for example, to a non-defaulting party by allowing it to self-determine a close-out amount following its counterparty’s default. That determination is subject to good faith and reasonableness. However, a conscious decision was taken that the number of issues subject to referral to court for determination, and the evidentiary basis on which those issues should be decided, would, in each case, be narrow. It was intended that it should be of no consequence if, perhaps with the benefit of hindsight, a better answer could be determined by the court. It was thought more important by the markets that an answer honestly derived by a party could be relied upon as final so that the party could move on.

Whether it is the measure of their claims following a default, the scope of their exposure to market risk, or the strength of their collateral credit support, market participants hate surprises. They need to know where they stand. They seek authoritative answers that can be relied upon. And they trust in the rule of law.

My former law partner, Philip Wood CBE, QC (Hon) recently published a fascinating book.2 In it, Philip argues that the challenge set for our planet is survival, that the rule of law has supplanted religion in providing the basis for a morality that will be necessary to ensure that survival, and that it falls to lawyers to form a ‘priesthood’ capable of providing relevant answers, as well as preserving the certainty and order, that can contribute to that quest for survival.

And yet we look out at a marketplace with more than a little uncertainty at the moment (Brexit, a worrying US presidential election looming, equally worrying ongoing world political tensions and even conflict, a systemically relevant global financial institution facing crippling fines and a crisis of confidence, cyber insecurity, etc.). Perhaps not surprisingly then, the press reports that the value of initial public offerings has fallen by about a third this year when compared with last year in this period of market volatility and political uncertainty.

That is where this book comes in (with a new jurisdiction, Hong Kong, having been added). Our legal experts who have contributed have been tasked with promoting legal certainty through guidance about where matters relevant to the international capital markets stand in their home jurisdictions. They are our priests!

Join them, and take up Philip Wood’s challenge. If you are reading this book, it is almost certainly because someone is looking to you for answers – looking to you to provide the legal certainty the capital markets seek.

1 See, e.g., 2006 ISDA Definitions, Section 7.6.2 Philip R Wood, The Fall of the Priests and the Rise of the Lawyers, (Hart Publishing Ltd, 2016).

viii

Editor’s Preface to the Sixth Edition

My admiration for our contributing experts continues, and of course I shall be glad if their collective effort proves helpful to our readers when facing the important challenge of framing the correct answers.3

Jeffrey GoldenP.R.I.M.E. Finance FoundationThe HagueNovember 2016

3 Did I finally make it through a preface without mentioning the Global Financial Crisis?

Editor’s Preface to the Sixth Edition

ix

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Chapter 19

PERU

Nydia Guevara V and Álvaro del Valle R1

I INTRODUCTION

The Peruvian capital market has recently experienced some changes aimed at increasing the number of issuers and investors through measures that seek to promote the access of more companies (particularly medium-sized ones) to the capital markets by reducing costs and simplifying the security registration procedure with the Capital Markets Public Registry (RPMV) of the Superintendency of Capital Markets (SMV) applicable to public offerings. On the other hand, additional modifications have been implemented, and are being assessed by the SMV with the intention of strengthening the reporting requirements and disclosure of information obligations post-offering.

In addition to that, new ways are being explored with the intention of increasing the liquidity of the domestic capital market, and at the same time allowing and facilitating investments by the main Peruvian institutional investors in new products abroad, especially considering that the market demand is still greater than the domestic offer.

In this chapter we briefly describe the structure of the Peruvian capital markets before going into the most important changes during the current year.

i Structure of the Peruvian capital market

The Peruvian Securities Law (Securities Law)2 and the regulations thereunder set out the legal framework of the Peruvian securities market and the obligations that the agents participating on it – such as issuers, arrangers, stockbrokers, stock exchanges, clearing houses, securitisation entities, fund managers and rating agencies – must follow when offering, trading or negotiating securities in Peru.

1 Nydia Guevara V is a partner and Álvaro del Valle R is a senior associate at Miranda & Amado Abogados.

2 Approved by Supreme Decree No. 093-2002-EF, as amended and modified.

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The SMV is the governmental regulatory and supervisory entity of the Peruvian securities market, which is a member of the International Organization of Securities Commissions. The Lima Stock Exchange (BVL), currently the only stock exchange operating in Peru, also provides some regulations in terms of securities trading, and supervises the conduct of issuers with listed securities and stockbrokers in connection therewith.

ii Main provisions of the Securities Law

The central purposes of the Securities Law are to promote the development and transparency of the local securities market, and to provide adequate protection to investors.

In this sense, the Securities Law includes general provisions such as the following:a all market participants and securities issued through public offerings shall be registered

in the RPMV, the former being obliged to disclose in a timely manner all relevant information so investors can access such information and make duly informed investment decisions;

b all information filed with the RPMV (and the BVL, in the case of listed securities) shall be accurate, complete and filed in a timely manner;

c it is prohibited to enter into fake transactions, or to promote the purchase or selling of securities through fraud; and

d insider trading practices are prohibited, so that individuals who acknowledge privileged information3 are forbidden to disclose it before it becomes public; trade or recommend to trade securities relying on privileged information; and take advantage, directly or indirectly, of the acknowledgement of privileged information.

3 The Securities Law defines privileged information as any information regarding an issuer, its business or its securities that has not yet been disclosed to the market, and public acknowledgement of which may impact the liquidity and price of those securities.

The Securities Law also considers, except where proven otherwise, that the following persons have access to privileged information:

a directors and managers of issuers, institutional investors and any related companies, as well as members of the investment committee of such institutional investors;

b shareholders owning 10 per cent or more of the issuer’s equity or the institutional investor’s equity, considering in that percentage the ownership of their spouses and next of kin relatives;

c partners, managers and employees of auditing firms hired by the issuer who are in charge of auditing the issuer’s financial statements;

d partners, directors, managers and members of rating agencies, and companies that make valuations before takeover bids;

e managers, counsels, brokers and representatives of stockbrokers; f directors, managers and officers of the stock exchanges; g officers of the SMV and the Superintendency of Banks, Insurance Companies and Private

Pension Fund Managers (SBS); h officers, directors and managers of clearing houses; i any employee of the issuers or of institutional investors working under the direct

supervision of their directors and managers;

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iii Definition of securities in Peru

The Securities Law applies to any security offered or negotiated on Peruvian territory regardless of its place of issuance. The Securities Law defines ‘securities’ as ‘any negotiable security, massively4 issued and which grants credit, property or participation rights to their respective holders, including any rights and indexes related to the latter’.

Securities that fall under the aforementioned definition will be freely offered and negotiated in the Peruvian market through either private or public offerings, provided that the applicable requirements and conditions set out under the Securities Law, and the regulations promulgated thereunder, are duly met.

Securities more commonly traded in the Peruvian market are shares, bonds and short-term securities (securities with maturity of no longer than one year).

iv Public offerings and private placements

Pursuant to the Securities Law, an offering of securities is a ‘public offering’ when the following characteristics are met:5 there is an invitation, adequately advertised; the invitation is addressed to the general public or to a certain segment thereof; and the purpose of the offering is to perform any act related to the placement, acquisition or sale of securities.

Only public offerings of securities are subject to the provisions and obligations established in the Securities Law and other regulations approved by the SMV. In this sense, securities issued via public offerings must be registered with the RPMV, for which purpose the issuer shall file before the SMV information about itself, the securities to be offered, and the rights, obligations and investments risks assumed by the holders of the securities to be offered. Once the security has been registered with the RPMV, the issuer shall inform the SMV (and the BVL, in cases where the security is listed with such stock exchange) of all relevant information – about itself and the security – that could affect or modify the decision of the holder in respect of purchasing, keeping or selling the security.

On the contrary, any offer that does not present the features mentioned in the preceding paragraphs qualifies as a private placement, and therefore is not subject to the

j any individual providing temporary or permanent counselling services to the issuer regarding managerial decisions; and

k officers of financial institutions in charge of approving loans to the issuer.4 The Peruvian Initial and Sale Public Offering Regulations (Offering Regulations) set out that

the term ‘massive issuance’ may be construed as the issuance of a certain number of securities, of the same characteristics or otherwise, on a simultaneous or successive basis, within a certain period of time, and as part of the same financial or similar operation, in such manner as to make possible the subsequent distribution of said securities to the public or to a segment of it. Pursuant to the Offering Regulations, the successive or simultaneous issuance of 10 or fewer securities within a period of one year will not be considered as a massive issuance.

5 For the purposes of further clarifying the scope of the term ‘public offering’, the Offering Regulations describe the characteristics of each element of the ‘public offering’ definition.

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registration requirements previously described. In addition to that, and in accordance with the Securities Law, the following offerings are considered to be private placements:a offerings addressed exclusively to institutional investors,6 provided that the securities

acquired by said investors may only be transferred to any third parties if the securities are registered with the RPMV prior to the transfer, unless the person acquiring the securities is also an institutional investor, in which case no registration requirements apply;

b offerings involving securities with a nominal or placement value of at least 478,011 soles per unit, provided that the securities cannot be transferred by the original purchaser to any third party at a lower nominal or placement value; and

c any other offerings determined by the SMV.

Private placements are not within the scope of the Securities Law (therefore, every act involved in the offering and negotiation of securities through private placements may be freely regulated by the issuing or offering party, including the way in which each specific transaction is to be settled, being limited only by laws of general application) unless the issuer voluntarily decides to register the security with the RPMV. In such a case, the registered security will be treated as public and the issuer will be subject to the general disclosure obligations applicable in the capital markets.

v Trading of securities and intermediation

Intermediation is ‘the performance, on a regular basis, of buying, selling, placing, distributing, brokering, commissioning or negotiating securities in the interest of a third party’. Additionally, the purchase of securities in the purchaser’s own interests on a regular basis will also be deemed as an intermediation activity, provided that the securities are purchased to be subsequently transferred to the general public in order to receive a price differential.

According to the Securities Law, the performance of intermediation activities is set aside to intermediation agents only, which are entities duly authorised by the SMV to act as stockbrokerage houses or stockbrokers within Peru, and which are under the supervision of the SMV and the BVL.

Besides intermediation agents, the BVL, as the stock exchange, plays an important role in securities trading7 since it is the entity that manages the specific procedures8 and electronic system to trade securities.

6 The term ‘institutional investor’ includes, inter alia, banks, financing companies and insurance companies, private pension fund managers and other financial institutions referred to in Article 16 of the Banking Law; intermediation agents, investment funds, mutual funds and other entities that perform similar activities abroad, qualified institutional buyers as defined under SEC Rule 144A; individuals with certain minimum net equity; and any other company or person that the SMV qualifies as such.

7 Regarding securities issued by the Ministry of Economy and Finance or by the Peruvian Central Bank, and for currency exchange rate transactions, DATATEC is the electronic trading system.

8 The system has different alternatives depending on the type of security subject to trade or the type of transaction: inter alia, trade of equity, trade of bonds, repo transactions.

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Likewise, CAVALI (currently the only clearing house operating in Peru) is another important participant in the process of securities trading in Peru, as it is responsible for providing electronic registration of securities, custody of securities and clearing services.

Thanks to the Latin American Integrated Securities Market (MILA), investors from Peru, Chile, Colombia and, more recently, Mexico (and even non-MILA domiciled investors) can access securities issued and traded in any of those countries at lower transaction costs. At the current stage of the MILA integration process, stockbrokers from the above-mentioned markets may trade securities in any of the stock exchanges operating in the other countries that are part of the MILA through a ‘routing model’ pursuant to which domestic stockbrokers, acting through foreign stockbrokers operating in the relevant market, can put orders into that foreign market, for which purposes a correspondent agreement between the two stockbrokers shall be executed. The full integration of the MILA markets in terms of mechanics, procedures and regulatory aspects, which will give place to a unified clearing and settlement system among them, is still in progress, and may take some time to be completed. However, to date, the use of this platform for equity trading has been progressively increasing with regard to the number of securities and transactions, providing investors with new opportunities for investment diversification and allowing issuers to access to a broader market with a higher number of potential investors.

II THE YEAR IN REVIEW

In this section, we comment on recent modifications or developments of those rules and regulations whose main objective is to promote the capital markets, or to protect investors and punish unlawful conducts that could prejudice the confidence of the investors in the capital market.

i Developments affecting debt and equity offerings

Recognition of certain international primary public offeringsIn 2016, the SMV passed a regulation under which securities registered in countries that are part of the MILA or the Pacific Alliance may be publicly offered in Peru without the need to register such securities in the RPMV whenever they comply with the following requirements: the issuer is incorporated and has its principal place of business in a country that is a member of the MILA; the placement of the securities must be executed in such member country; and the securities must be offered in Peru by an authorised broker-dealer.

This regulation is aligned with the purpose of developing the Peruvian capital market by increasing the number of securities offered within the Peruvian territory and facilitating Peruvian investors in the acquisition of foreign securities at lower costs.

It is our understanding that measures similar to this are being evaluated by the regulators of the other countries that are part of the MILA, which would be an additional step in the implementation of the total integration of the MILA markets.

ii Other strategic considerations

Unconstitutionality of disclosure rules applicable to private companiesIn 2011, the Peruvian Congress passed a law under which companies that do not have publicly issued securities but have an annual income equal or greater than 11.85 million soles had to submit to the SMV annual audited financial statements prepared in accordance with the International Financial Reporting Standards, which had to be accessible by the public.

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In 2016, the Peruvian Constitutional Court declared such law unconstitutional, as it did not serve any ‘public interest’ and, what is more, affected the ‘privacy’ of companies that had elected to remain outside the scope of the capital market and, therefore, outside the SMV’s supervision.

New regulation on indirect ownership, economic groups and affiliated partiesIn 2015, the SMV completely overhauled the regulation on indirect ownership, economic groups and affiliated parties to improve the regime in force by, among other changes, adapting it to certain guidelines previously used by the SBS. The government sees fit that both agencies share the same criteria to simplify the disclosure requirements. In this line, the SMV has created the concept of ‘financial conglomerate’, mirroring the definition previously used by the SBS, and furthermore has enhanced the following existing definitions seeking to improve the transparency of the market: indirect ownership, related parties and economic group.

The new regulations on indirect ownership, economic groups and affiliated parties will be effective from 1 January 2017.

New broker-dealer regulationIn 2015, the SMV passed a new broker-dealer regulation modelled on international standards. This new legal framework creates a more controlled environment for broker-dealers while expanding their reach into new activities. As to the former, the new rules incorporate new requirements for the formation of a broker-dealer, and set forth new limits on equity risk, indebtedness and liquidity, also boosting the control system within broker-dealers through the creation of three units focused on compliance, operational risks and internal audit. As to the latter, the new framework allows broker-dealers to freely engage in portfolio management activities for their clients, which may be discretional or non-discretional.

Additional regulation on eligible investments for private pension fundsIn 2016, the SBS passed new rules on eligible investments for private pension funds. With these additional amendments to the regime, the SBS intends to create an even more flexible environment for the execution of local and foreign investments for private pension fund administrators while enhancing existing compliance requirements. Changes include daily monitoring and valuation requirements for repo transactions, corporate governance benchmarks for equity instruments, new investment limits for derivatives and the incorporation of forestry funds as eligible investments.

III OUTLOOK AND CONCLUSIONS

Even though the Peruvian securities market has grown in recent years and has proven to be more sophisticated than before, it is still a highly concentrated market where institutional investors and the largest business groups are basically the only participants. This means that the Peruvian securities market is not yet perceived by local individuals (retail) and small and medium-sized companies as a real alternative providing accessible investment and financing opportunities (in other words, it is not yet a deep market).

In spite of the efforts displayed in recent years by the SMV, the SBS and the BVL to attract a higher number of issuers and potential investors by simplifying access requirements, which in turn should lower the costs involved in the participation of new actors in the securities market, this goal has not yet been achieved. However, we expect that as a consequence of the

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implementation of the reforms and incentives approved during 2015 and 2016 aimed at increasing the number of securities listings, improving the number of participants in the market and attracting investors by reinforcing transparency, the Peruvian securities market should start expanding and integrating at a faster pace. In this regard, it must be noted that 2015 and the first half of 2016 were particularly slow periods because of the uncertainty surrounding the presidential and congressional elections held between April and June 2016. Mr Kuczynski, who has a pro-investment and pro-market policy, was sworn in as the President of Peru for a five-year term on 28 July 2016, along with a new Congress, which should have a very positive impact on the economy and development of the local capital market.

Our reading is that there are still pending improvements to be made in terms of information on at least two different fronts:a to promote the strengthening, modernisation and growth of market intermediaries

such as mutual fund managers and investment fund managers, which shall become effective channels for connecting large savings from the Peruvian public (retail) with Peruvian companies; and

b to continue increasing the level of information disclosure in connection with offerings, instruments, risks and business performance of the issuers, as well as to facilitate access to such information so that people can rely on the market, make better investment decisions and be protected against any potential violation of their rights.

Measures dealing with these aspects, together with the strengthening of the institutional framework (meaning the improvement of the regulator’s duties and powers, as well as the level of competence of its officers) and the implementation of the total integration of the MILA markets, shall help generate the conditions to achieve the consolidation of the market.

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Appendix 1

ABOUT THE AUTHORS

NYDIA GUEVARA VMiranda & Amado AbogadosNydia Guevara V has been an associate of Miranda & Amado since 2006 and was promoted to partner in 2015. She graduated from Pontificia Universidad Católica del Perú in 2004 and from Columbia Law School in 2012, and worked with Sherman & Sterling LLP, New York in 2012–2013. Her practice is focused on financial transactions, capital markets and banking regulations. She has worked in many of the largest cross-border and local capital markets transactions made by Peruvian companies, including the mayor banking groups, advising the initial purchasers and the arrangement agents in the structuring of complex offerings of debt and equity securities. She has also worked from the issuers’ side in several operations. Ms Guevara has participated in corporate bond transactions, structures involving subordinated debt issuances by financial institutions, leasing bonds, securitisations, project finance transactions, the organisation of local investment funds managed either by local or international fund managers, other transactions, and permanent advising related to capital markets, financial matters and private pension fund investments. The clients she has worked with include, inter alia, Citibank, Bank of America, JPMorgan, Deutsche Bank, Euroclear, Itau, BBVA, BCP, Credicorp Capital and ASBANC. She is also involved in pro bono work for local and foreign institutions.

ÁLVARO DEL VALLE RMiranda & Amado AbogadosÁlvaro del Valle R has been an associate of Miranda & Amado since 2010. He graduated from Pontificia Universidad Católica del Perú in 2008 and from the University of Chicago Law School in 2014, and worked with White & Case LLP, New York in 2014–2015. His practice is focused on corporate finance, with an emphasis on capital markets. He has worked on many of the largest cross-border financing transactions executed by Peruvian companies. Mr del Valle has participated in transactions involving debt and equity instruments, structure

About the Authors

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products, derivatives, alternatives, asset-backed securities and diversified payment rights. The clients he has worked with include, inter alia, Bank of America, BBVA, BTG Pactual, Credit Suisse, Deutsche Bank and UBS.

MIRANDA & AMADO ABOGADOSAv José Larco 1301, 20th FloorTorre Parque MarMiraflores, Lima 18PeruTel: +51 1 610 4791/4172Fax: +51 1 610 4748nguevara@mafirma.com.peadelvalle@mafirma.com.pewww.mafirma.com.pe