Vol. 11 No. 15 (2022): Forseti N° 15

We are pleased to present the new issue of FORSETI Magazine, the first of the year 2022, devoted to criminal, corporate, financial and tax law.

This miscellaneous publication covers topics never published in the journal. Although these branches have not been frequently dealt with by the product of our association, through this edition we take the opportunity to reiterate the commitment assumed by all the members of the magazine: to share the Law from all its edges, seeking to address more and more elements of the occupation that brings us together in a heterogeneous and professional manner.

In this sense, we are pleased to begin with an in-depth analysis of the substantive and procedural aspects of the autonomous criminal liability of legal entities. It also highlights the consequences that this means for the company as a subject of imputation, its limits in the permitted risk and the applicable sanctions.
Likewise, the importance of discussing the criminal liability that could be assumed by the founding partner of a company in the event of criminal conduct by its administrators is highlighted, as well as the main criteria to be followed in an eventual imputation of liability.

Another relevant issue is the importance of the Business Judgment Rule to protect the business discretion of the directors and managers of peruvian corporations. In this way, such jurisprudential rule will prevent a judge from determining the level of care of the administrator based on the economic result of his decisions, safeguarding the presumption of his diligence as long as exists bad faith, conflict of interest, lack of information or extra procedural actions are not proven.

On the other hand, we review the doctrine of best efforts in corporate and financial contracting, pointing out that this American and English practice, despite having been developed in Anglo-Saxon practice, can be equally understood in civil jurisdictions. Thus, we reiterate the need for the corporate lawyer to know the Anglo-Saxon contractual models, the national contract law (Civil Code) and to have the necessary expertise to make them dialogue and navigate between them.

Finally, we conclude with a perspective on the deduction of social responsibility expenses for income tax purposes. Thus, the need to regulate as deductible certain expenses incurred by legal entities engaged in the extractive industry to maintain a cordial relationship with peasant populations is expressed.

On behalf of the FORSETI team, we would like to express our deepest gratitude to all the authors and to those who participated in our peer review process. We hope you enjoy this journal.