Main Developments in Competition Law and Policy 2025 – Peru

Peruvian competition law and policy proved relatively quiet in 2025, especially compared with the turbulence of recent years. The calm cut both ways. On the positive side, the year brought institutional stability. Leadership at the National Institute for the Defense of Competition and the Protection of Intellectual Property (INDECOPI) remained unchanged, and no publicly visible threats to the agency’s independence emerged. In a country marked by persistent political instability—and in a region where competition authorities often face political pressure—such continuity should not be taken for granted.

The downside was limited enforcement. The agency brought relatively few anticompetitive-conduct cases, and both cartel and abuse-of-dominance investigations moved slowly. Resource allocation likely explains part of the shift. Merger control, unlike conduct enforcement, runs on strict statutory deadlines and requires prompt decisions to avoid chilling investment. INDECOPI appears to have prioritized those proceedings. The Commission for the Defense of Free Competition (the “Commission”) handled merger review in a timely and technically sound manner throughout the year.

The year also revived a recurring institutional debate. Congress again considered a constitutional reform that would grant INDECOPI autonomous constitutional status. The proposal failed to secure the qualified majority required for constitutional amendment, meaning adoption would now require a referendum—a difficult path for a technical institutional reform. If approved, the change could strengthen the agency’s institutional, technical, and budgetary autonomy. Greater budgetary independence, in particular, may prove necessary if the authority is to expand its capacity to pursue complex anticompetitive conduct, especially cartel cases.

Meanwhile, the Commission continued to rely on soft-law instruments. It published market studies and guidelines aimed at competition advocacy and at providing greater legal certainty to market participants.

Busy Clearing, Rarely Blocking: Peru’s Merger Control in a Low-Drama Year

Merger control remained central to INDECOPI’s enforcement activity. As noted above, the agency performed well. It resolved Phase 1 notifications in an average of 25.5 working days—within statutory deadlines and faster than in prior years. No merger was prohibited. Publicly available information suggests that outcome was sensible: nothing indicates the agency reviewed transactions likely to produce a significant restriction of competition.

Three approved transactions stand out for their economic relevance.

First, Corporación Primax S.A. and Coesti S.A. (part of Grupo Romero) acquired several gas stations from Terpel Perú S.A.C. and Terpel Comercial del Perú S.R.L. (part of a Colombian fuel and lubricants group). INDECOPI identified competitive concerns in local retail fuel markets, particularly in several districts of Lima, where the transaction would have produced high concentration levels. The case therefore proceeded to Phase 2. The agency ultimately cleared the transaction subject to structural remedies, including the divestiture of four service stations in Lima to preserve local competition. The final public version of the decision has not been published as of this article’s publication.

Second, Banco Santander (Spain) acquired Crediscotia Financiera, a transaction significant both for its size and for enabling the Spanish group to consolidate its retail-credit presence through Santander Consumer Bank S.A. The Commission approved the deal in Phase 1. It framed the inquiry as an assessment of whether the transaction raised serious risks of significant competitive harm and concluded it did not.

Substantively, the Commission analyzed both horizontal overlaps—Santander’s banking activities and Crediscotia’s consumer-finance offerings—and vertical linkages, including deposit-taking as a potential input into downstream credit provision. The Commission also emphasized that, although it evaluated several candidate markets, the precise market boundary was not outcome-determinative.

The decision rested on two findings. First, post-merger positions across segmented deposit and credit markets would remain moderate. Second, concentration would not increase in several segments and could even decline, measured through Herfindahl-Hirschman Index (HHI) changes, because Crediscotia would exit the Scotiabank group, rather than be absorbed by a firm already holding a dominant share. On vertical effects, the Commission rejected foreclosure theories, concluding the merged entity would lack both the ability and the incentive to restrict rivals’ access to inputs or customers, given market structure and continuing competitive constraints. The clearance was unconditional and illustrates INDECOPI’s cautious approach to intervention where effective competitors and regulatory oversight remain.

A third relevant transaction involved Pesquera Exalmar S.A.A.’s acquisition of Pesquera Centinela S.A.C. (previously controlled by Grupo Romero) in the industrial fishing and fishmeal sector. The acquisition expanded Exalmar’s fishing capacity—reflected in a larger quota under Peru’s industrial fishing regime, where catch limits track fleet capacity—and improved its economic performance during the year. The Commission approved the transaction in Phase 1 without conditions.

The agency assessed horizontal overlaps in anchovy extraction and in the production of fishmeal and fish oil, as well as potential vertical effects arising from Exalmar’s presence across multiple stages of the fishing value chain. A central feature of the analysis was the sector’s heavy regulation, which constrains firm conduct and affects market definition. The Commission again concluded it did not need to define a precise relevant market, though it examined five potentially affected markets: (i) industrial anchovy extraction; (ii) extraction of jurel and caballa for direct consumption; (iii) national fishmeal sales; (iv) fish-oil sales; and (v) frozen-fish sales (caballa and jurel). Geographically, the Commission treated all markets as national except anchovy extraction, for which it identified two geographic markets (Coishco, Chimbote, and Samanco; and Supe, Carquín, Vegueta, Chancay, and Callao).

The Commission found post-transaction shares would remain moderate, concentration changes (including HHI variations) would be limited, and larger competitors would continue to discipline the merged entity across all markets. It also rejected vertical foreclosure theories, finding Exalmar would lack both the ability and the incentive to restrict access to key inputs or downstream markets.

One Big Swipe, One Big Fix: A Platform Case and a Classic Cartel

Anticompetitive-conduct enforcement was thinner than in some prior years, but 2025 still produced two significant cases.

On unilateral conduct, INDECOPI issued one of its most consequential abuse-of-dominance decisions in recent years, finding Visa liable for exclusionary conduct in the market for payment-network services. The case arose from complaints by regional payment facilitators Ebanx and Dlocal, which challenged Visa’s enforcement of its “domestic acquiring rule” and related measures (mainly, differentiated rates) restricting the processing of transactions for foreign merchants selling into Peru through localized models.

The Commission defined the relevant market as payment-network services—separate from acquiring and issuing—and concluded Visa held a dominant position. It relied heavily on Visa’s market share (more than 90% of credit-card transactions by value in Peru) and the market’s strong network effects.

The Commission found Visa and the complainants competed, at least indirectly, for cross-border transaction processing involving foreign merchants. By limiting facilitators’ ability to operate under a domestic-localization model—and steering transactions toward Visa’s higher-margin cross-border model—the authority concluded Visa sought to protect its revenue stream and restrict the growth of alternative processing channels. Interim measures prevented full implementation of the restrictions, but the Commission held the conduct was capable of producing exclusionary effects and rejected Visa’s fraud-prevention and regulatory-risk justifications.

The decision is notable for its treatment of two-sided platforms and its recognition of indirect competition between a dominant network and intermediaries dependent on its infrastructure. It also leaves important questions unresolved.

First, Visa did not impose a complete denial of access. It restricted one processing channel while preserving access through a costlier alternative. Whether that conduct constitutes a refusal to deal, or instead reflects pricing or channel differentiation, remains contested.

Second, the decision appears to impose a demanding standard for objective justifications, including those based on fraud prevention and regulatory compliance. Dominant platforms may face a substantial evidentiary burden when invoking security-based defenses.

Third, the abuse finding rests largely on the potential for exclusionary effects, even though interim relief prevented full implementation. These features raise broader questions about whether the threshold for demonstrating anticompetitive harm in complex multi-sided markets has been set too low.

INDECOPI also issued a landmark cartel decision in the pharmaceutical sector. The agency found a group of pharmaceutical laboratories and distributors colluded for more than a decade in public tenders for medicines and imposed one of the largest cartel fines in its history (S/ 530 million, approximately US$161 million).

From 2006 to 2020, the companies coordinated bids in procurement processes organized by entities such as the Ministerio de Salud (MINSA) and the Seguro Social de Salud (EsSalud), many conducted under a “reverse auction” format designed to intensify price competition. Instead of competing independently, the firms agreed on bidding positions, strategically abstained, and allocated items among themselves to secure contracts at higher prices.

The finding relied on extensive documentary and testimonial evidence. Internal spreadsheets and electronic files listed products, allocated items among competitors, and contained coded annotations reflecting coordinated strategies. In several instances, the Commission established authorship and even attempts at concealment. The agency characterized the infringement as a “single and continuous scheme,” emphasizing the unified plan and repeated coordination across multiple tenders.

As discussed in a previous Main Developments article, the Commission and the National Directorate of Investigation and Promotion of Free Competition—which prosecutes anticompetitive-conduct cases and supports the Commission’s investigations—have long prioritized cartel enforcement, appropriately so. That strategy developed before the adoption of merger control, which now consumes significant agency resources. The government should allocate additional budget to INDECOPI to meet these expanded responsibilities. Even accounting for resource constraints, closing only one cartel case in a year seems insufficient, particularly given the Directorate’s and the Commission’s well-earned reputation in this area.

When Rivals Can Be Friends: INDECOPI Drafts a Playbook for Cooperation

The Commission also published Draft Guidelines on Collaboration Among Competitors. The proposal clarifies how INDECOPI will assess cooperative arrangements that fall under Peru’s “relative prohibition” regime—agreements that are not per se illegal but subject to an effects-based analysis.

The draft sets out analytical criteria for evaluating joint ventures, information exchanges, joint purchasing or commercialization agreements, and other horizontal collaborations. It directs the agency to weigh potential efficiencies against possible restrictive effects and offers guidance on market power, the type of information exchanged, the agreement’s duration, and the proportionality between the collaboration and its stated objective.

The document continues INDECOPI’s reliance on soft-law instruments to promote legal certainty and compliance, particularly where rigid per se rules would misfire and cooperation may produce legitimate efficiencies.

Fixing Markets Without Filing Cases: The Quiet Power of Market Studies

The Commission also advanced its advocacy agenda through two market studies. In Peru—where regulatory entry barriers remain common and enforcement resources are limited—such reports serve as a particularly useful policy tool. Market studies let the authority address structural competition problems that do not fit traditional case-by-case enforcement, especially when distortions arise from regulation, rather than private conduct.

The “Report on the Air Traffic Control Service” identifies a significant nationwide shortage of air-traffic controllers and analyzes regulatory and institutional constraints that limit supply. The Commission recommends expanding training capacity, revising qualification requirements, and improving coordination among relevant authorities to increase the number of certified controllers.

The “Final Report of the Market Study on the Cash Transportation Service” examines a highly concentrated sector marked by substantial regulatory and security-related entry barriers. The study evaluates market structure and contractual practices and recommends reducing unnecessary barriers, while maintaining safety standards.

Election Year, Enforcement Year? Peru’s Competition Policy Awaits the Voters

Uncertainty will be the only certainty in 2026. Peru holds presidential elections later this year, and a new administration will bring leadership changes at INDECOPI. The consequences will depend on the election’s outcome. The agency has maintained operational continuity in recent years, but leadership transitions can shape enforcement priorities, institutional strategy, and the pace of advocacy initiatives. Debate over granting constitutional autonomy to the authority may also resurface, even if candidates focus on more immediate political concerns.

Market conditions point toward a busier year. Increased M&A activity would expand the merger-control docket. The Directorate will likely continue strengthening cartel investigations, particularly in public procurement and essential-goods markets. The long-anticipated National Multisectoral Competition Policy may also finally be adopted, establishing a cross-government strategy to promote competitive markets beyond traditional enforcement.

Taken together, these developments suggest 2026 could prove a more dynamic year for Peruvian competition policy—both institutionally and substantively. One can hope.