MEXICO Law and Practice Contributed by: Luis Álvarez Cervantes, Adolfo Athié Cervantes, Alejandro Barrera, Jesús Colunga, Eduardo Kleinberg, Juan José López de Silanes, Carlos Martínez-Betanzos and Amílcar Peredo, Basham, Ringe y Correa S.C.
Decision and Clearance The CNA may authorise concentration uncondition - ally, approve it subject to remedies, or prohibit the transaction if it determines that it would substantially lessen competition. The decision issued by the CNA is valid for six months, extendable for an additional six months upon request. Until clearance is granted and throughout the entire review process, the parties are prohibited from closing or implementing the transaction. Timing Simple transactions are generally cleared within two to three months for straightforward cases. Cases requiring additional data or market analysis typically take three to four months to account for economic evi - dence, market definition and responses to the author - ity. More complex transactions involving remedies or in-depth reviews may extend to six to eight months or longer. 6.3 Cartels Cartels are classified as absolute monopolistic prac - tices and are prohibited per se. The LFCE prohibits any contract, agreement, arrangement, combina - tion or exchanges of information between actual or potential competitors that have the object or effect of: fixing or manipulating prices; restricting output or supply; allocating markets, customers or suppliers; or co-ordinating bids or abstaining from bidding in public procurements. Sanctions Sanctions for cartel conduct in Mexico are severe and aim to deter and remedy anti-competitive behaviour. The CNA may impose administrative fines of up to 15% of an economic agent’s annual revenues and order the immediate cessation of the conduct. Indi - viduals involved can face five to ten years of imprison - ment, while officers and directors may be disqualified from serving as managers, board members or similar roles for up to five years. Additional penalties include exclusion from public procurement and civil liability. The CNA can directly bar companies involved in cartel practices from par -
tory thresholds may result in fines of up to 8% of the economic agent’s revenues, and the CNA may order the reversal of the transaction. • Effects doctrine – under the effects doctrine, a transaction abroad must be notified in Mexico if it meets the monetary thresholds and has effects in Mexico. Although there is no explicit “local effects” test, the thresholds require a Mexican nexus (eg, Mexican assets, equity or sales). Thus, foreign-to- foreign deals trigger filing if they involve Mexican assets or equity, or if the parties’ sales in Mexico exceed the thresholds. No filing is required if the target has no 6.2 Merger Control Procedure The following are the main procedural steps and typi - cal timing for merger notifications. Pre-Filing Preparation The notifying parties must first assess whether the transaction falls within the definition of “concentra - tion” under the LFCE and whether any of the statutory thresholds are triggered. Filing and Completeness Review The notification must be submitted electronically, including all documentation required under the LFCE and its Regulations. Upon receipt, the CNA conducts a completeness review, typically within ten business days. If the authority determines that the filing is incomplete, it may issue an initial information request, commonly referred to as the Basic RFI. Once the Basic RFI is responded to, should the CNA’s merger depart - ment conclude that additional data or clarification is required, a second request, known as the Additional RFI, may follow within 15 business days. These RFIs are common and extend the review process, though they do not signal a negative outcome. The 30-day term to issue a final resolution does not begin until all requested information has been provided in full and the notification is deemed complete by the CNA. Substantive Review Once the notification is deemed complete, the CNA has 30 business days to issue a decision. In complex cases, this period may extend by up to 20 additional business days.
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