Estudio Echecopar advised Grupo BVL S.A.A., Bolsa de Valores de Lima S.A. and CAVALI

Estudio Echecopar advised Grupo BVL S.A.A., Bolsa de Valores de Lima S.A. and CAVALI in the administrative procedure before the Peruvian Capital Markets Superintendency to obtain the regulatory authorization to for the integration of the stock exchanges of Chile, Colombia and Peru.

Estudio Echecopar, member firm of Baker McKenzie International, acted as special legal counsel to Grupo BVL S.A.A., Bolsa de Valores de Lima S.A. and CAVALI in the administrative procedure before the Peruvian Capital Markets Superintendency (Superintendencia del Mercado de Valores) to obtain the regulatory authorization to proceed with the proposed international corporate integration of the stock exchanges of Peru (Bolsa de Valores de Lima), Chile (Bolsa de Comercio de Santiago) and Colombia (Bolsa de Valores de Colombia) under a common holding company to be establishd in Chile which will control Grupo BVL S.A.A. and its subsidiaries (among others, Bolsa de Valores de Lima S.A. and CAVALI ICLV S.A.). The general terms and structure of the corporate integration process were outlined in the Acuerdo Marco de Integración executed by the majority of shareholders of all three stock exchanges.

Although the international corporate integration and subsequent operational integration is an ongoing process, obtaining the authorization from the Peruvian Capital Markets regulator is a milestone in the whole integration process, given that this will allow Grupo BVL S.A.A., Bolsa de Valores de Lima S.A. and CAVALI ICLV S.A. to proceed with the corporate integration, subject to specific terms and conditions that have to be met during the process and are described in detail in SMV Resolution N° 008-2023-SMV/02.

This has been and will continue to be a very challenging transaction as the mechanism agreed to implement the integration must comply with the regulations of three different jurisdictions. Several alternatives have been analysed and discussed with all parties involved, as well as the securities regulators of all three jurisdictions in order to find the most efficient and quickest way to implement the integration. From a Peruvian perspective, the applicability of mandatory tender offer regulations and the insufficiency of existing regulation to adapt to this type of transaction have been the most challenging and required close coordination with the Peruvian securities market regulator, even involving the amendment of existing regulations. 

It is expected that further milestones on this transaction will be accomplished during the current year. 

Partner Alonso Miranda and mid-level associate Adrian Tovar advised Grupo BVL S.A.A., Bolsa de Valores de Lima S.A. and CAVALI in the administrative proceedings.