En este libro el lector encontrará siete ensayos que detallan cómo funciona el mercado en su tarea de encontrar respuestas a los desafíos que presenta la contratación financiera. Estos ensayos abordan temas específicos aparentemente inconexos. El lector, sin embargo, descubrirá un razonamiento común detrás de los enfoques desarrollados en cada uno de estos ensayos, una filosofía transversal que alimenta a las soluciones financieras descritas en cada uno de esos trabajos.

La obra reúne diez estudios relacionados con diferentes aspectos relacionados con el arbitraje.

Esta obra tiene la intención de presentar a los punitive damages como la gran institución punitiva del derecho moderno. De esta forma, se realiza un análisis comparado que tenga en cuenta a las dos instituciones punitivas más importantes: la cláusula penal por el civil law y los punitive damages por el common law.

Directors’ liability has certain aspects that demand a special legal treatment different from the general rules of civil liability. One such aspect is the commission of profitable wrongs, which are situations where a damage is caused intentionally to obtain a benefit. This makes compensation insufficient and requires for restitution and unjustified enrichment, and even figures of deterrence and punitive nature such as disgorgement of profits and punitive damages, which is a lively debate in comparative law.This paper analyzes the legal consequences derived from wrongs that generate illicit profits and shows the defectiveness of the current corporate regulation in this regard.

This paper is a brief mapping of the contractual aspects involved in real estate M&A (mergers and acquisitions) transactions. For this purpose, it focuses on certain contractual categories (especially legal transplants) and on the legal discussions of transactional practice.

Directors’ liability has certain aspects that demand a special legal treatment different from the general rules of civil liability. One such aspect is the commission of profitable wrongs, which are situations where a damage is caused intentionally to obtain a benefit. This makes compensation insufficient and requires for restitution and unjustified enrichment, and even figures of deterrence and punitive nature such as disgorgement of profits and punitive damages, which is a lively debate in comparative law.This paper analyzes the legal consequences derived from wrongs that generate illicit profits and shows the defectiveness of the current corporate regulation in this regard.

In 2024, the Peruvian Civil Code turns 40 years since its promulgation in 1984, while the UNIDROIT Principles has its 30th anniversary since their first  edition in 1994. Given this, which party should we attend? This essay proposes a look at the Peruvian Civil Code from the perspective of international trade to propose improvements. To this end, the provisions of the UNIDROIT Principles that regulate contractual interpretation, obligations of best efforts and results, penalty clause and force majeure, are taken as reference. These will be compared with the provisions of the Peruvian Civil Code, to identify possible areas of improvement in domestic law, taking the UNIDROIT Principles as a guide.

Arbitration is a mechanism to solve conflicts different to the judicial system. It characterizes for being private, flexible and specialized. For those reasons, arbitral clauses are preferred in diverse types of contracts, especially in commercial contracts.In this article, the author develops the application of contract clauses, originated on Common Law, on a Civil Law context, specifically on merger and acquisition contracts, and how they had been interpreted in arbitration in Peru. Also, the article analyzes which are the applicable rules of these American clauses on Peruvian law and which rules, imperative or not, must be considered while incorporating these clauses on the contract.

Civil law has changed. Now, Civil Law has become a European law. Interestingly this European Civil Law has developed in English language.We also must add to the picture the process of globalization of American law. The contract law that is being used by practitioners in corporate and financing deals is based on American contract clauses which are not regulated by civil codes. Many of these deals are written in English language. This new environment of the Civil Law in the international field demands adaption for lawyers if they want to survive in the legal practice.

This paper explains the contractual structure of the acceleration clause, or early maturity of the contract term. This clause is typical of financing agreements and is the principal contractual remedy to recover the capital and the total expected profit of the contract.Although the law allows this remedy for certain situations, contractual practice has proposed a more complex scheme that better accommodates the risks involved in a financing. The study of the acceleration clause makes it possible to overcome the divorce observed between the legal remedies of the Civil Code and the conventional remedies of financial contractual practice.

This paper explains the contractual structure of the acceleration clause, or early maturity of the contract term. This clause is typical of financing agreements and is the principal contractual remedy to recover the capital and the total expected profit of the contract.Although the law allows this remedy for certain situations, contractual practice has proposed a more complex scheme that better accommodates the risks involved in a financing. The study of the acceleration clause makes it possible to overcome the divorce observed between the legal remedies of the Civil Code and the conventional remedies of financial contractual practice.

From a comparative and transnational perspective, this work focus on the phenomenon of unexpected circumstances in contracts, and specifically, on hardship and the various models of hardship proposed by (i) civil codifications, (ii) international uniform law instruments, and (iii) international contractual practice. The pandemic made hardship fashionable, but with that was revealed that hardship was not really understood. To fix that, it is needed a study which includes the three levels of analysis aforementioned and to distinguish between excessive onerosity, hardship and hardship clause. Only this will allow to understand the real extension of hardship in contracts and the interaction of its models between Civil Law and Common Law.

In 2024, the Peruvian Civil Code turns 40 years since its promulgation in 1984, while the UNIDROIT Principles has its 30th anniversary since their first edition in 1994. Given this, which party should we attend? This essay proposes a look at the Peruvian Civil Code from the perspective of international trade to propose improvements. To this end, the provisions of the UNIDROIT Principles that regulate contractual interpretation, obligations of best efforts and results, penalty clause and force majeure, are taken as reference. These will be compared with the provisions of the Peruvian Civil Code, to identify possible areas of improvement in domestic law, taking the UNIDROIT Principles as a guide.

Arbitration is a mechanism to solve conflicts different to the judicial system. It characterizes for being private, flexible and specialized. For those reasons, arbitral clauses are preferred in diverse types of contracts, especially in commercial contracts.In this article, the author develops the application of contract clauses, originated on Common Law, on a Civil Law context, specifically on merger and acquisition contracts, and how they had been interpreted in arbitration in Peru. Also, the article analyzes which are the applicable rules of these American clauses on Peruvian law and which rules, imperative or not, must be considered while incorporating these clauses on the contract.

This paper is a brief mapping of the contractual aspects involved in real estate M&A (mergers and acquisitions) transactions. For this purpose, it focuses on certain contractual categories (especially legal transplants) and on the legal discussions of transactional practice.

Civil law has changed. Now, Civil Law has become a European law. Interestingly this European Civil Law has developed in English language.We also must add to the picture the process of globalization of American law. The contract law that is being used by practitioners in corporate and financing deals is based on American contract clauses which are not regulated by civil codes. Many of these deals are written in English language. This new environment of the Civil Law in the international field demands adaption for lawyers if they want to survive in the legal practice.

El presente trabajo trata sobre el uso de la cláusula de mejores esfuerzos (best efforts) en la práctica corporativa y financiera. Para ello, se desarrolla a los best efforts según la práctica americana e inglesa para luego analizar cómo dicha cláusula anglosajona puede ser entendida en general en jurisdicciones civilistas. Finalmente, se analiza en concreto a la cláusula hell or high water y al contrato de best efforts underwriting.

Arbitration is a mechanism to solve conflicts different to the judicial system. It characterizes for being private, flexible and specialized. For those reasons, arbitral clauses are preferred in diverse types of contracts, especially in commercial contracts.In this article, the author develops the application of contract clauses, originated on Common Law, on a Civil Law context, specifically on merger and acquisition contracts, and how they had been interpreted in arbitration in Peru. Also, the article analyzes which are the applicable rules of these American clauses on Peruvian law and which rules, imperative or not, must be considered while incorporating these clauses on the contract.

Civil law has changed. Now, Civil Law has become a European law. Interestingly this European Civil Law has developed in English language.We also must add to the picture the process of globalization of American law. The contract law that is being used by practitioners in corporate and financing deals is based on American contract clauses which are not regulated by civil codes. Many of these deals are written in English language. This new environment of the Civil Law in the international field demands adaption for lawyers if they want to survive in the legal practice.

This paper explains the contractual structure of the acceleration clause, or early maturity of the contract term. This clause is typical of financing agreements and is the principal contractual remedy to recover the capital and the total expected profit of the contract.Although the law allows this remedy for certain situations, contractual practice has proposed a more complex scheme that better accommodates the risks involved in a financing. The study of the acceleration clause makes it possible to overcome the divorce observed between the legal remedies of the Civil Code and the conventional remedies of financial contractual practice.