General Statistics on Merger Control in Peru (June 2021–May 2026)

This year marks the fifth anniversary of the entry into force of Law 31112 – Merger Control Law (June 2021). During this period, the implementation and development of the merger control regime by the National Institute for the Defence of Competition and Protection of Intellectual Property (INDECOPI) has, overall, been fairly consistent and predictable, progressively allowing market participants to gain greater visibility into the criteria and practices applied by the authority.

Below, we provide a brief overview of some of the main aspects and trends observed during these first five years of implementation of the regime.

• From June 2021 (when Law 31112 came into force) to May 2026 (as per the public information available), the Commission has received a total of 104 requests for transaction authorisation.
• Of the total number of applications received (104), the authority has approved 81 transactions in Phase 1, approved five transactions with remedies in Phase 2, and denied one transaction. INDECOPI tends to approve the vast majority of authorisation requests without conditions. In addition, of the total number of applications received, there have been nine withdrawals. Most of these withdrawals appear to relate to cases in which the economic agents did not complete the notification filing within the applicable; accordingly, they withdrew the filing to resubmit it at a later stage with complete information.
• Remedies were imposed in the telecommunications, energy, pharmaceutical, construction and fuel markets. The denied transaction concerned the sugar production market.
• None of the resolutions issued by INDECOPI on merger control have been challenged through administrative or judicial appeals.
• Although, INDECOPI has traditionally approved both behavioural and structural remedies, it has recently shown a tendency to impose structural remedies. For example, in a recent transaction in the fuel sector, INDECOPI imposed, among other measures, the obligation to divest certain gas stations to enable the entry of a new operator into the market. This decision followed INDECOPI’s assessment that the transaction would lead to a significant concentration in retail fuel markets within specific geographic areas.
• Regarding timelines, the authority has consistently complied with the statutory deadlines applicable to both Phase 1 and Phase 2 reviews, and has even issued decisions on several occasions, typically three to five business days before the expiration of the legal deadline. According to recent statistics, from the admission of the filing, INDECOPI has taken, on average, approximately 25 business days to issue decisions approving transactions under Phase 1 (the maximum legal term being 30 business days). For transactions reviewed under Phase 2, the authority has taken, on average, between 9 and 12 months. In all cases, the decisions have been issued within the statutory timeframes established by law.
• Regarding the analysis of notification forms, during the five years of implementation of Law 31112, and particularly over the last two years, INDECOPI has adopted a stricter approach with respect to the information required for filings to be admitted for review. In particular, the authority has requested due diligence reports related to the analysis of the transaction. However, to date, INDECOPI has not established any criteria regarding the application of attorney-client privilege to such documents, nor has it clarified which specific types of due diligence reports fall within the scope of the required information. Likewise, the authority has not clarified whether, in general terms, the documents required by the notification form should be limited to those prepared, reviewed, or discussed at a relevant decision-making level within the company – for example, documents approved or reviewed by decision-making bodies or key management – as is the case in other jurisdictions, such as the European Union. Similarly, when due diligence reports or other transaction-related documents do not contain information relevant to the analysis of the transaction, the parties involved may request a waiver, which INDECOPI has accepted in previous cases.
• Regarding non-compete and non-solicitation agreements in transactions, it should be noted that INDECOPI has adopted a stricter approach in its assessment. In particular, with respect to non-compete agreements, the authority has been especially rigorous in verifying compliance with certain key parameters: (i) the agreement must not exceed a duration of three years (temporal scope); (ii) the agreement must only cover the economic agents involved in the transaction (subjective scope); (iii) the agreement must be strictly limited to the economic activities that constitute the object of the acquisition (material scope); and (iv) the agreement must be limited to the geographic area in which the target carries out its economic activities (geographic scope).
• With respect to the material scope, INDECOPI generally does not accept clauses that prohibit competition in activities that are partially connected to the acquired business, but only in relation to the same economic activities carried out by the target. This may also include activities in which the target planned to participate, provided that there is a concrete and sufficiently documented plan evidencing such intended expansion or market entry. In practice, INDECOPI tends to require detailed legal and economic justifications for these types of agreements. 

• In non-solicitation agreements, INDECOPI focuses on whether hiring restrictions are limited to clearly defined, business-critical roles – such as key employees or senior management – and may require further justification where the scope is broader or unclear.
• Under the Merger Control Law, INDECOPI has the power to investigate closed transactions that did not meet the jurisdictional thresholds within a year from their completion on an ex officio basis if the concentration is considered as one that can create a dominant position or that has the potential to restrict competition. As of May 2026, INDECOPI had not initiated ex officio cases.
• As of May 2026, INDECOPI has not sanctioned any company for failing to notify a transaction. However, earlier this year the authority issued its first sanction decision in the energy market in a case involving the alleged submission of incomplete information within a merger control proceeding in response to an information request made by INDECOPI. It should be noted that this decision was issued at the first administrative instance; therefore, the parties retain the right to challenge it through an appeal.
• Up to May 2026, INDECOPI had issued the (i) Thresholds Calculation Guidelines, (ii) the Guidelines for the Qualification and Analysis of Concentration Operations and (iii) a practical guide related to the applications submitted to INDECOPI, the banking authority, or both agencies. In October 2025, INDECOPI issued the draft procedural guidelines of the merger control regime, which are aimed at explaining the procedures related to preliminary inquiries, deadlines and rules that should be applied at the various stages of the merger control procedure.
• During these five years, there have been no amendments to the Merger Control Law, nor have any bill proposals been submitted in that regard.

Relevant decisions

From June 2021 (when Law 31112 came into force) to May 2026, INDECOPI has reviewed the following cases under Phase 2: Pharmaceutica Euroandina/Hersil (pharmaceutical market), CSGI/Enel (energy market), Agroaurora/Agrícola Chira (sugar production market), KKR/Telefónica/Entel (telecommunications market), Sika/Chema Group (construction market), Primax/Terpel (fuel market), and Abra Group/Sky Airline (airline market).

Below, we focus on the Phase 2 cases reviewed between May 2025 and May 2026.

Primax/Terpel

• In 2024, INDECOPI received the filing through which Primax requested authorisation to acquire, among other assets, certain gas stations owned by Terpel in the fuel market.
• The transaction raised concerns regarding potential horizontal restrictions on competition that could result in a significant concentration in the retail fuel commercialisation market. In particular, the authority considered that, given the limited number of competitors capable of effectively competing with Primax in certain geographic areas, the transaction could lead to increases in fuel prices or negatively affect other competitive variables.
• In July 2025, INDECOPI approved the transaction subject to remedies. In particular, the authority ordered Primax to divest four gas stations located in the Lima districts of Chorrillos, San Miguel, Rímac, and Comas. The divestiture included the transfer of the buildings, facilities, movable assets, convenience stores, equipment, fuel dispensers, permits, and all assets necessary for a new operator to compete effectively in the market.
• Additionally, Primax was prohibited, for a period of ten years, from acquiring, leasing, operating under its brand, or exclusively supplying fuel at the wholesale level to those gas stations. Furthermore, a compliance officer was appointed to supervise compliance with the imposed remedies and report directly to INDECOPI.

Abra Group/Sky Airline

• In 2025, Abra Group (a Latin American airline holding that unites Avianca and GOL under a single entity) requested authorisation from INDECOPI to acquire shares issued by Sky Airline (a low-cost airline that operates flights in Latin America).
• The operation raised concerns regarding potential horizontal restrictions in the scheduled passenger air transport service, specifically in Lima-Miami and Cusco-Miami origin-destination flights. Likewise, INDECOPI considered that the non-compete and non-solicitation agreements to be signed by the parties involved could result in potential restrictions in the competition.
• Up to the current date, INDECOPI is assessing the operation in Phase 2.

Trends and outlook for 2026

As previously indicated, 2026 will mark the fifth anniversary of the entry into force of Law 31112. Considering the experience accumulated by INDECOPI during these first years of implementation, it is reasonable to expect that possible adjustments to the notification system – and particularly to the notification form – may be evaluated in the future. In line with international trends – especially in jurisdictions such as the European Union – such modifications could be aimed at simplifying the notification forms and reducing the amount of information and documentation required when it is not relevant for the substantive competitive assessment of the transaction.

Possible areas for improvement could include expanding the scope of application of the simplified form to cover horizontal and/or vertical transactions that do not exceed certain market share thresholds, following models similar to those applied in other jurisdictions. Likewise, tighter criteria could be introduced regarding the internal documents that may be requested (for example, limiting them to those approved or reviewed by corporate bodies or senior management of the companies involved), greater proportionality in relation to investment funds and complex corporate structures, and a reduction in the information required regarding family, ownership and/or management relationships of the economic agents involved in the transaction, particularly where such related entities do not participate in the affected markets or have no competitive relationship with the notified transaction.

However, as of the date of preparation of this article, INDECOPI has not officially announced any regulatory proposals or specific projects to amend the notification form or the merger control regime in this regard. Likewise, it should be taken into account that several of these potential modifications may require not only changes in INDECOPI’s administrative criteria or practice, but also higher-ranking regulatory reforms, including possible amendments to the Regulation of the Merger Control Law approved by the Presidency of the Council of Ministers.

On the other hand, in recent years there has also been discussion regarding the possibility of institutionally strengthening INDECOPI through its potential recognition as a Constitutional Autonomous Body (Organismo Constitucional Autónomo or OCA). In this regard, the Peruvian Congress approved, in a first vote, a constitutional reform bill aimed at granting INDECOPI constitutional, technical, functional, administrative and budgetary autonomy, similar to that granted to other constitutionally autonomous entities in Peru. However, since this is a constitutional reform, the initiative still requires a second vote in a subsequent legislative session – or alternatively submission to referendum – in order to enter into force. Although these proposals are not directly related to the merger control regime, they reflect a trend toward strengthening the institutional and technical independence of the competition authority.

At the same time, Peru is currently facing a particularly relevant political context, given that during the second half of 2026 the country will define who will assume the presidency for the next governmental term. Depending on the electoral outcome and market perception regarding the economic and regulatory policies of the next administration, M&A activity could temporarily slow down while companies wait for greater political and economic clarity before pursuing significant transactions. Historically, electoral periods in Peru have tended to generate volatility in exchange rates, financing conditions and company valuations, all of which may affect the timing and feasibility of transactions subject to merger control review.

Nevertheless, beyond possible fluctuations in transaction volumes, the Peruvian merger control regime appears to be increasingly consolidated from an institutional and technical perspective. During its first five years in force, INDECOPI has generally maintained a technical approach aligned with international standards, while progressively acquiring greater experience in complex investigations and remedy negotiations. In this context, the issuance of new soft law instruments – such as the expected Remedies Guidelines – together with possible procedural simplifications, could contribute to improving the predictability and efficiency of the system.