MEXICO Law and Practice Contributed by: Allan Kaye Trueba, Rebeca Sánchez and Mariana Santillán, Aziz & Kaye Business Law
competition authority, the FECC, had indicated that even if these alliances do not surpass the notification thresholds, they could still be subject to review. This is due to the potential and significant impact on market dynamics and competition, especially in a market as sensitive as air transportation. The FECC highlighted in a formal opinion that such alliances may lead to co-ordinated practices or market foreclosure effects, thus justifying the need for a thorough examination to prevent any anti-competitive outcomes. However, it remains uncertain how the newly created NAC will interpret and apply these criteria in practice, as its approach to reviewing such transactions has yet to be defined. One major change from the previous competition framework to the new FECL is the reduction from 60 to 30 business days for the NAC to issue a resolu - tion, after confirming that the file subject to review is complete and all information requirements have been satisfied by the economic agents, with the possibility of extension only in exceptionally complex cases. The transaction must not be closed before the author - ity’s approval or deemed approval (no resolution with - in the applicable term). Non-compliant transactions will be considered null and void, may be subject to increased penalties under the new law and will face increased scrutiny by the NCA. 3.5 Listed Companies and Market Disclosure Rules Joint ventures in Mexico have no general mandatory disclosure requirements for participants, but specific disclosure obligations may apply when the JV struc - ture involves publicly listed companies. For instance, key disclosure triggers for publicly listed companies include: • acquisitions of 10–30% of publicly listed shares requiring disclosure of shareholding details and acquisition intentions; • group acquisitions requiring individual member holdings disclosure; • related party transactions involving 5% increases or decreases in ownership stakes; and
• ongoing reporting obligations for holders of 10% or more of publicly listed shares, board members, and relevant officers to notify the National Banking and Securities Commission and, in certain cases, make public disclosures of securities transactions. 3.6 Transparency and Ownership Disclosure In Mexico, the Federal Tax Code sets forth “ultimate beneficial owner” (UBO) disclosure requirements aimed at enhancing transparency and combating tax evasion. Tax provisions mandate that all legal entities, includ - ing certain contractual arrangements, identify and dis - close information about individuals with control or that derive ultimate benefits from their participation in the entity or structure. Entities are required to collect and maintain updated records of UBOs. This includes detailed information regarding the chain of ownership and control when an indirect structure is involved, as well as the identi - fication and documentation of control exerted through other legal arrangements, such as trusts or fiduciary structures. Entities are required to maintain their accounting records, including information on UBOs, for the period specified by law. The information must be made avail - able to the tax authority upon request. 4. Legal Developments 4.1 Notable Recent Decisions or Statutory Developments There have been significant legal developments and court decisions recently for corporate JVs. In October 2023, the General Law of Business Com - panies was amended to include provisions that allow business companies to use digital platforms and any other real-time technologies to hold remote share - holders’, partners’, directors’ and managers’ meet - ings. In April 2024, the Supreme Court (SCJN) issued a resolution that substantially redefined the civil liability
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