Peru

Imagine this scene: two top executives from a Peruvian company appear on Kiss Cam at a concert, revealing not only a secret romance but also a marital affair. The organization faces a perfect storm of media sensationalism, moral dilemmas, and a collapsing workplace as the video goes viral and the headlines blow up. This hypothetical situation, which was inspired by the well-known "Coldplay Affair" that cost the CEO of an American corporation his job, poses a pressing issue for employers: how should they strategically and legally react when a romantic scandal upends the management structure?  The response requires navigating a delicate balance between managerial authority and employees’ fundamental rights, where a misstep can trigger lawsuits, a loss of talent, or irreparable reputational damage. The Power of Management: Limits and Scope within the Peruvian Framework According to Article 9 of the Peruvian Law on Productivity and Labour Competitiveness (Supreme Decree 003-97-TR), which protects freedom of enterprise, Peruvian employers have the authority to manage and impose sanctions.  This power empowers the organisation to establish internal rules, monitor employee performance, and, sanction noncompliance within appropriate bounds. Thus, in the face of a scandal such as the Coldplay Affair, the company could reasonably start an investigation and demand explanations from those involved. However, this power is not unlimited. The private life of employees, including romantic relationships, belongs to their intimate sphere. Dismissing an executive solely for having an undisclosed romantic relationship could be considered disproportionate and illegal, as neither the Peruvian Labour Productivity and Competitiveness Act nor the Peruvian Constitution — which protects the free development of personality and privacy — classify consensual love as a major offence. Since love relationships in the workplace are not illegal, intervention is only warranted when it results in tangible consequences such as decreased productivity, conflicts of interest, preferential treatment, or sexual harassment. Internal Work Regulations: A Compass in the Storm Internal Work Regulations (IWR) become a crucial instrument in this situation. IWR functions as an "internal constitution" that outlines the guidelines for cooperation, responsibilities, and sanctions. It is required for companies with over 100 employees (but it is strongly advised for all).  A well-constructed IWR must address three crucial fronts in situations like the viral affair: Transparency in hierarchical relationships: Make it mandatory for staff members to discreetly notify HR of any romantic relationships that include conflicts of interest or direct subordination. This allows for preventive measures, such as reassigning reporting lines. Explicit behavioural limits: To further emphasize the distinction between personal and professional life, forbid excessive shows of affection during working hours or the use of company resources for personal gain. Classification of major offenses: Include intentional opacity, nepotism, and violations of conflict-of-interest policies as grounds for sanction. For instance, if the IWR has been properly socialized, an executive who hides a romance with a subordinate may be fired for "breach of good faith in the workplace" (Article 25 of Peruvian Supreme Decree 003-97-TR). The strict implementation of the IWR is necessary for its efficacy.  Any sanction must adhere to due process, which includes proportionality, impartial investigation, and the right to self-defence.  Despite this, senior managers typically use mutual disagreement or "withdrawal of trust" as grounds for dismissal. Unsurpassable Boundaries: Conflict of Interest and Sexual Harassment There are two significant legal risks associated with a love relationship between superiors and subordinates.  The first one is conflict of interest.  The company could fire the executive for "breach of trust," which is a legitimate reason for managerial positions, or even sue him/her for monetary damages if it turns out that s/he gave his/her partner unwarranted promotions, discretionary salary increases, or perks after the scandal. The second risk is sexual harassment, which is more serious.  Peruvian companies with over 20 employees are required by Peruvian Law Number 27942, also known as the Law on Preventing and Punishing Sexual Harassment, to establish anti-harassment policies that include intervention committees, yearly training, and confidential reporting channels.  Herein lies a paradox: even if a relationship starts out consensually, it may turn into quid pro quo harassment, which is pressure to obtain sexual favours or post-breakup revenge. Conclusion The "Coldplay Affair" exposes an unsettling reality: companies cannot control the hearts of their employees, but they must manage the institutional consequences that may arise. Building a culture that discourages passionate impulses via transparency, meritocracy, and respect is a safer legal solution than blindly banning relationships. Even the most severe crisis can be addressed without bringing down the organization if executives set an example by following the rules they create and if reporting procedures are free from fear of retaliation.  Because in the end, what is being judged is not love per se, but rather the integrity with which a company upholds its most precious resource: the trust of its people and its reputation in the world.

Lima, 28 de agosto de 2025 - CMS Grau asesoró a Colbún Perú S.A. (“Colbún Perú”), subsidiaria de Colbún S.A. (“Colbún”) en la adquisición de la participación indirecta de Platinum Bolt A 2015 RSC Limited (“Platinum Bolt”) en Fénix Power Perú S.A. (“Fénix”), a través de la adquisición del 41.38% de las acciones emitidas por Inversiones de Las Canteras S.A. (“Las Canteras”). De esta manera, Colbún Perú se convirtió en titular de la totalidad de acciones emitidas por Las Canteras; y, por lo tanto, controlador absoluto de Fénix. El valor de la transacción superó los US$ 70 millones. Fénix es uno de los principales generadores del mercado eléctrico peruano, con una participación de alrededor del 8%. Su central termoeléctrica es la única de ciclo combinado dual en Perú (gas natural y vapor de agua) y tiene una potencia instalada de 572 MW. Colbún es una empresa generadora con 39 años de experiencia, siendo el tercer mayor operador eléctrico en el mercado chileno, con una cartera de más de 350 clientes industriales y empresas, cerca de 1.300 trabajadores y una potencia instalada de más 5.000 MW a través de 29 centrales de generación en Chile y Perú. El cierre de la operación se produjo el pasado 21 de agosto de 2025. Asesores Legales Externos de Colbún: CMS Grau: Socios Juan Carlos Escudero y Miguel Viale; y, equipo conformado por Cinthia Cánepa y Pablo Martínez. Barros & Errázuriz: Fernando Garrido. Asesores Legales Internos de Colbún: Rodrigo Pérez y Verónica Vergara. Asesores Legales Externos de Platinum Bolt: Rebaza, Alcázar y de las Casas: Socio Luis Miguel Elías y equipo conformado por Rafael Santín y Derek Ortmann. Linklaters: Socio Rupert Cheyne y Maxi Niefer. Lima, August 28, 2025 - CMS Grau advised Colbún Perú S.A. (“Colbún Perú”), subsidiary of Colbún S.A. (“Colbún”) in the acquisition of Platinum Bolt A 2015 RSC Limited’s (“Platinum Bolt”) indirect participation in Fenix Power Perú S.A. (“Fenix”), through the acquisition of 41.38% of the shares issued by Inversiones de Las Canteras S.A. (“Las Canteras”). Thus, Colbún Perú has become the holder of all of Las Canteras’ equity shares and, as a consequence thereof, sole controller of Fénix. The transaction value exceeded US$70 million. Fenix is one of the main generators in the Peruvian energy market, with a share of approximately 8% of the market. Its thermoelectrical power plant is the only one with a dual combined cycle in Peru (natural gas and water steam) and has an installed capacity of 572 MW. Colbún is a power generation company with 39 years of experience. It is the third largest electricity operator in the Chilean market, with a portfolio of more than 350 industrial and corporate customers, nearly 1,300 employees and an installed capacity of over 5,000 MW across 29 power plants in Chile and Peru. The closing of the transaction occurred on August 21. External Legal Advisors for Colbún: CMS Grau: Partners Juan Carlos Escudero and Miguel Viale, and team composed of Cinthia Cánepa and Pablo Martínez. Barros & Errázuriz: Fernando Garrido. Internal Legal Advisors for Colbún: Rodrigo Pérez and Verónica Vergara. External Legal Advisors for Platinum Bolt: Rebaza, Alcázar y de las Casas: Partner Luis Miguel Elías, and team composed of Rafael Santín and Derek Ortmann. Linklaters: Partner Rupert Cheyne y Maxi Niefer.

The Rise of AI in Healthcare In recent years, artificial intelligence (AI) has become a commonplace tool across various sectors, and healthcare is no exception. From algorithms that detect diseases with greater accuracy than an experienced radiologist[i], to systems that predict medical complications by analyzing thousands of medical records[ii], AI is profoundly transforming the way human health is diagnosed and understood. The enthusiasm is understandable: faster results, lower margin of error, and potentially democratized access to quality diagnoses. However, behind this innovation, lie unresolved legal questions. What happens if an algorithm makes a mistake? Who is responsible? Who owns the data used to train these systems? Can a company claim that its medical software "heals better" than a human professional? Intellectual Property, Data, and Liability: Who Is Responsible for Errors? From the perspective of Peruvian intellectual property law, AI-generated results do not –at least in principle– qualify as protected works if there is no direct human creative involvement. However, when these diagnoses are part of commercial solutions, alternative protection mechanisms arise, such as trade secrets or rights over the underlying database. This brings up the issue of algorithmic bias[iii]: if the data is poorly distributed –for example, if a model has been trained only on medical records from certain population groups– the diagnostic results may be inaccurate or even dangerous. This is another key legal dimension, as it affects both the product’s reliability and the potential liability in case of harm. In traditional medicine, the healthcare professional who provides a diagnosis is liable for their actions according to medical standards (lex artis). However, when AI is used as a support tool –or in some cases, as a system that autonomously proposes diagnoses– a new scenario of shared responsibility emerges among physicians, healthcare institutions, and technology developers. The main challenge lies in the opacity of many AI models, especially those based on deep learning, which do not always allow for an understanding of how a particular conclusion was reached—this is known as the “black box” problem[iv]. In case of mistake, this complicates both the traceability of the failure and the assignment of responsibility. Broadly speaking, three possible approaches to liability can be outlined: Medical liability: when AI acts as diagnostic support and the professional is responsible for accepting or rejecting its recommendation. Manufacturer liability: when the software is marketed as a product with a specific diagnostic accuracy, and accountability may arise under warranty or misleading advertising standards. Institutional liability: when healthcare providers integrate AI into their services without properly training their staff or implement it poorly within their systems. For now, most countries operate under analog legal frameworks, which leads to uncertainty. In this context, transparency, clinical validation, and algorithm traceability will be essential not only to improve the technology, but also to ensure that legal systems can fairly assign responsibility when the inevitable occurs: a medical AI fails. Advertising and Information Provided to Patients Beyond technical and liability issues, the deployment of medical AI systems raises questions about how these products are presented to the public, particularly when diagnostic solutions are offered directly to patients or healthcare professionals. In Peru, advertising in the healthcare sector is subject to strict legal regulations, aimed to protect public health, preventing consumer deception, and ensuring that information about the products and services offered is truthful, verifiable, and not misleading, given that the recipient is making decisions that may directly affect their health. In the case of medical AI systems, misleading advertising scenarios may arise if users are led to blindly trust the algorithm or if the technology is compared to human medical performance without solid scientific evidence. This becomes even more problematic when AI systems are marketed in environments lacking rigorous validation standards, because it can give an unfair advantage to companies with more aggressive and less ethical marketing strategies over those that are more cautious. Thus, the regulation of commercial communication on medical AI should ensure that innovation is not built on exaggerated promises or at the expense of the consumer and should be sustained not only on the basis of the communication of the success of the system, but also to their technical limitations. Conclusions and perspectives The incorporation of artificial intelligence-based applications in the field of medical diagnosis represents one of the most profound and promising transformations in the healthcare sector in recent decades. However, as with any disruptive innovation, its benefits come with substantial legal challenges that cannot be overlooked. From the point of view of liability, the technical nature of medical AI requires an in-depth analysis of each individual case to ensure the correct attribution of damages in case of errors. While in terms of advertising and consumer relations, it is essential to avoid unfair or misleading practices that could undermine confidence in the health system. In this context, current regulatory frameworks are, in many cases, insufficient. There is a need to move toward adaptive regulatory models that combine flexibility –to foster innovation– with clear safeguards –to protect patients’ rights and ensure market transparency–. Initiatives such as regulatory sandboxes and algorithmic traceability standards are steps in that direction. The challenge for lawyers specializing in technology, healthcare, and competition is clear: to accompany the development of these tools with a critical, constructive, and multidisciplinary approach that ensures a proper and ethical use of this technology. While medical AI can offer countless opportunities and practical applications with a direct impact on the health of the population, only proper attention to its legal implications will prevent it from becoming a new source of systemic risk. Author: Sebastián Carruitero Cárdenas [i]       Abadia, Andres F. PhD*; Yacoub, Basel MD*; Stringer, Natalie BSc*; Snoddy, Madalyn BA*; Kocher, Madison MD*; Schoepf, U. Joseph MD*; Aquino, Gilberto J. MD*; Kabakus, Ismail MD, PhD*; Dargis, Danielle BSc*; Hoelzer, Philipp PhD†; Sperl, Jonathan I. PhD†; Sahbaee, Pooyan PhD†; Vingiani, Vincenzo MD*,‡; Mercer, Megan MD*; Burt, Jeremy R. MD*. Diagnostic Accuracy and Performance of Artificial Intelligence in Detecting Lung Nodules in Patients With Complex Lung Disease: A Noninferiority Study. Journal of Thoracic Imaging 37(3):p 154-161, May 2022. | DOI: 10.1097/RTI.0000000000000613 [ii]      Kraljevic Z, Bean D, Shek A, Bendayan R, Hemingway H, Yeung JA, Deng A, Baston A, Ross J, Idowu E, Teo JT, Dobson RJB. Foresight-a generative pretrained transformer for modelling of patient timelines using electronic health records: a retrospective modelling study. Lancet Digit Health. 2024 Apr;6(4):e281-e290. doi: 10.1016/S2589-7500(24)00025-6. Erratum in: Lancet Digit Health. 2024 Oct;6(10):e680. doi: 10.1016/S2589-7500(24)00195-X. PMID: 38519155; PMCID: PMC11220626. [iii]      Min, A. (2023). Artifical Intelligence and Bias: Challenges, Implications, and Remedies. Journal of Social Research, 2(11), 3808–3817. https://doi.org/10.55324/josr.v2i11.1477 [iv]     Bathaee, Y. (2018). The Artificial Intelligence Black Box and the Failure of Intent and Causation. Harvard Journal of Law & Technology, 31, 889.

Introduction On the insurance market, few expressions are as categorical—and yet as underestimated—as the following: “Without insurable interest, there is no insurance.” Although it is not a simple legal concept, understanding its scope allows us to distinguish a legitimate contract from what is, at its core, nothing more than a wager. Consider a transport company with a fleet of trucks, warehouses, and other assets. These goods are part of the company’s assets, and the company has a legitimate interest in protecting them against risks such as loss, theft, or impairment, as well as other events that could harm its assets. In legal terms, this economic link translates into an insurable interest in protecting assets, and it is this interest that legitimizes entering into an insurance contract. Now, let us change the scenario: what happens if the good to be insured does not belong to the insured and its loss does not affect the insured? In this case, there is no insurable interest. In other words, when an insured person protects one of his/her assets, they are effectively saying, “this asset matters to me, because its loss affects me,” and it is precisely that tie which empowers the insurer to assume the risk through a policy. Relevance of the insurable interest and its definition  Determining whether an insurable interest exists is crucial in the analysis of coverage issuance. Currently, insurers face numerous claims arising from policies contracted without this essential element. In cases involving multi-risk policies, for instance, scenarios may arise where the insured asset no longer belongs to the policyholder at the time of the claim, or that it was destroyed before the insurance became effective. More delicate still is the situation in which a life insurance policy is taken out, and the insured is, regrettably, aware that he/she is in a terminal phase with only a few months to live. Here, the policy is not based on the presence of a risk – which entails uncertainty – but on the certainty of an impending event, making the insurance contract resemble a gamble, which is clearly incompatible with the core principles of insurance. Under Insurance Law, the insurable interest is a core requirement of the insurance contract. In its absence, the policy—which outlines the scope of coverage, exclusions, and the respective obligations of the parties—has no legal basis and is rendered void, unable to impose any duty on the insurer. Therefore, it is crucial to establish the meaning of insurable interest. Insurable interest is defined as the “economic, legal, and substantial interest of the person seeking to enter into an insurance policy for the purpose of covering a risk, which constitutes the object of the contract” (RAE, 2025), or as a “requirement that must be present in the person seeking coverage for a given risk, reflected in his/her genuine desire for the claim not to occur, since its occurrence would result in harm to his/her assets” (Fundación Mapfre, n.d.). Similarly, Colombian jurisprudence defines insurable interest as “the economic relationship between a person and the asset being insured” (Díaz, 2023, pp. 3–4). Under Peruvian law, insurable interest is acknowledged by the legislator as a foundational principle in Article II, paragraph (d), of Law Number 29946, the Peruvian Insurance Contract Law (LCS). Article 2 further defines the insurance contract as one that “covers any risk, as long as there is a current or potential insurable interest at the time the contract is entered into”, and, in connection with Property Damage Insurance, Article 82 emphasizes that “any risk may be the subject of property damage insurance, provided there is an insurable interest.” However, it may be noted that the Peruvian Insurance Contract Law (LCS) does not expressly define insurable interest, unlike the proposal made by the Congressional Committee on Economic Affairs in the Substitute Text of the Peruvian LCS (Opinion issued on Law Number 28/2011-CR), where it was understood as “the lawful economic relationship existing between the insured object and the policyholder.” How is insurable interest to be understood?  We argue that the definitions cited earlier—and those with a similar perspective—do not entirely reflect what the concept entails, mainly for two reasons. First, most of them are based on property insurance, since historically – and still in some schools of thought – the concept is considered not to apply to personal insurance. Hence, it has traditionally been associated only with property, overlooking the fact that, today, insurable interest also applies to personal insurance. In this context, certain authors conceptualize it as “the legitimate attribution to the insured of some benefit derived from the insured personal or patrimonial asset, such that its frustration or impairment must be regarded as a personal loss” (Zegarra, 2017, p. 85). In our view, defending a broader concept of insurable interest today is more than a theoretical exercise as it entails the need to recognize changes in the insurance market and that legal frameworks must adapt to those changes. Second, certain (traditional) definitions do not sufficiently clarify that insurable interest goes beyond mere ownership or a simple link to a given asset. In contrast, we argue that the concept comprises three components emerging from our conceptual proposal: insurable interest refers to the lawful and economically grounded connection between the insured party and the risk covered by the insurance contract, characterized by the expectation that the risk will not occur. Thus, we emphasize that its definition incorporates: (i) the economic nature of the interest; (ii) the legitimacy of the relationship with the insured object; and, (iii) protection against a specific “risk” (which implies probability rather than certainty). Consequences Arising from Insurable Interest Peruvian Insurance Contract Law (LCS) establishes three distinct legal consequences for different scenarios: nullity, termination, and conclusion. Nullity  The absence of insurable interest at the time the contract is perfected or at the start of its effects renders it null and void, entitling the insurer only to reimbursement of expenses. In this regard, it is important to consider Article 4 of the Peruvian Insurance Contract Law (LCS), which provides that the insurance contract is perfected by the parties’ mutual consent, even if the policy has not been issued and the premium has not been paid. The fact that coverage begins on a later date does not affect the contract’s perfection, which allows for clearly determining the moment at which the conditions required for the contract’s validity—among them the existence of insurable interest—must be verified. It may also occur that the effective date of coverage of the insurance contract’s effects does not coincide with its perfection, but rather takes place at a later date. If that is the case, Article 101 of the Peruvian Insurance Contract Law (LCS) stipulates that the insurable interest must exist at the time the contract’s effects start; otherwise, the legal consequence remains the same: nullity. For example, an insured party takes out a vehicle insurance policy for his/her car on March 1, but agrees with the insurer that coverage will begin on March 15. On March 12, the vehicle is damaged and destroyed. By the time March 15 arrives—the date on which the contract’s effects begin—the insured asset no longer exists, and therefore, there is no insurable interest. Termination If the insurable interest ceases to exist due to an uncovered cause, the contract is terminated, and the insurer is entitled only to the portion of the premium corresponding to the time at risk. This can be illustrated by the following example. A company takes out fire insurance for its warehouse. During the term of the insurance, the State, through its competent authorities, orders the demolition of the property (an uncovered cause) due to a structural risk—an event not covered by the policy. As a result, the insured asset ceases to exist, and the insurance contract is thereby terminated. Contract Termination In the event that the insured asset (or the insurable interest) is transferred, the insurance coverage terminates after ten (10) days, unless the policy has been transferred with the insurer’s approval (except in the case of bearer or order policies). This termination applies even if the insured retains part of the interest. The same rule applies to forced sale and expropriation, but not to hereditary transmission. Thus, if a person ensures their vehicle and, during the term of the insurance contract, sells the vehicle to a third party, the contract terminates ten (10) days after transfer. It is worth noting, by way of example, that termination also applies in cases of judicial auction or expropriation. Conclusions The insurable interest is an essential element of the insurance contract; its absence renders the policy null and void. This applies to both property damage insurance and personal insurance. A modern conception of insurable interest encompasses the economic nature of the interest, the legitimacy of the relationship with the insured asset, and its relevance to coverage against a defined risk. The lack of insurable interest may lead to distinct legal outcomes—nullity, extinction, or termination of the insurance contract—depending on when it arises. Determining the applicable circumstance allows both parties to foresee its implications. LUCERO CELESTE RAMÍREZ IZAGUIRRE Co-lead, Insurance Litigation Department Bibliography Congreso de la República del Perú [Congress of the Republic of Peru]. (2011). Dictamen recaído en el Proyecto de Ley N.° 28/2011-CR: Ley del Contrato de Seguro [Opinion issued on Law Number 28/2011-CR: Peruvian Insurance Contract Law (LCS]. Comisión de Economía [Economics Committee]. Díaz Moreno, A. (2023). El interés asegurado como elemento esencial del contrato de seguro (STS [Pleno] 338/2023, de 1 de marzo). Gómez‑Acebo & Pombo. https://ga-p.com/wp- content/uploads/2023/03/Interes_asegurado.pdf Fundación Mapfre. (s.f.). Diccionario Mapfre de Seguros. Fundación Mapfre. https://www.fundacionmapfre.org Real Academia Española. (2025). Diccionario del español jurídico. RAE & Consejo General del Poder Judicial. Zegarra Mulánovich, A. (2017). Marco y principios de la regulación y contratación de seguros privados (artículos I al IV LCS) (pp. 27–111). En Estudios sobre el contrato de seguro. Instituto Pacífico.