MEXICO Law and Practice Contributed by: Christian Lippert, Carlos Chávez, Juan Carlos Burgos and Édgar Martín, Galicia Abogados
• Controlling interests : Increases in ownership in already controlled entities, provided that control has vested in the acquirer since the incorporation of the relevant entity or since the CNA approved the acquisition of such control; • Trusts : Transfers of assets to trusts for security, management or other purposes, provided that the actual intent is not to dispose of the relevant asset (or the control thereof); • Mexican investment funds : Purely passive invest - ments in equity instruments made by variable income investment funds regulated under the Investment Funds Act ( Ley de Fondos de Inver- sión ); and • Publicly traded issuers : Acquisitions of stock of publicly traded corporations below 10% that do not vest the right to appoint board members or officers of the issuer or otherwise give control or influence over the main policies of the issuer. It is worth noting that two exemptions that had been in the FCA for several years were repealed in 2025, namely: (i) foreign transactions where the relevant target has no assets or subsidiaries in Mexico; and (ii) acquisitions by investment funds the purpose of which is solely speculative. Accordingly, to the extent that one of the jurisdictional thresholds set forth in 2.5 Jurisdictional Thresholds is exceeded, these transac - tions are reportable. Voluntary Filings While voluntary filings are not common, certain col - laboration agreements between competitors have been notified to the agencies voluntarily in order to obtain clearance and thus mitigate the risk that such arrangements could be later investigated as cartels (under the FCA, there is no mechanism to obtain a no- action letter from the CNA). Among others, purchasing groups and airline code-sharing arrangements have been cleared by the agencies following a voluntary filing. 2.2 Failure to Notify The CNA may impose fines of up to 8% of an under - taking’s taxable income in Mexico in the case of failure to secure clearance of a reportable transaction prior to its closing. In addition to these fines, the CNA retains the ability to order the unwinding of transactions to
the extent that it determines that those transactions create competition concerns. In practice, this provision has been consistently applied, and several agents have been fined, espe - cially in the past few years, not only for failing to report a transaction altogether but also in cases where the CNA has taken the position that the parties closed a transaction which is different to the one notified to and cleared by it. Among others, recent fines have been imposed for: (i) closing with purchasers different to those described in the filing, even if pertaining to the same economic interest group; (ii) including a non-compete obligation that was not originally disclosed in the filing; and (iii) executing steps of a series of transactions prior to closing. These fines are made public and have ranged from a few tens of thousands to hundreds of thousands of US dollars. The actual amount of each fine is usually set based on the time lapsed between closing and the date on which the CNA was made aware of the same, the concentration of the affected market and the market shares of the parties, and whether the fail - ure to notify was voluntarily disclosed to the CNA or not, among other factors. 2.3 Types of Transactions The subject matter of a merger control filing is a con - centration, which is broadly defined in the FCA as any merger, acquisition or other action pursuant to which shares, interests, trusts, participations or any other assets (or control thereof) are acquired. In addition to straightforward mergers and acquisi - tions, joint ventures, internal reorganisations and even capital subscriptions can qualify as concentrations and be subject to a filing requirement to the extent that thresholds are exceeded (and provided that the exemptions mentioned in 2.1 Notification are not applicable). Interestingly, CNA guidance and precedent have expanded the concept of concentration to include certain arrangements where there is no transfer of assets, such as greenfield joint ventures, with respect
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