MEXICO Trends and Developments Contributed by: Carlos Chávez, Juan Carlos Burgos, Gerardo Rodríguez and Édgar Martín, Galicia Abogados
New Filing Fees: A Dramatic Increase in Cost Perhaps the most immediately impactful change for companies and their advisers is the introduction of a new, significantly more expensive filing fee structure. On 19 December 2025, the CNA established a new tiered fee schedule for merger notifications. This rep - resents a significant change from the previous regime. This reform represents a substantial increase over the previous fixed fee of approximately USD13,000. Depending on the transaction’s MEV (see next para - graph), merger notification fees may now almost reach USD315,000. That is a potential increase of nearly thirtyfold at the top end. The new system transitions from a fixed fee to a tiered scheme determined by a metric called the Maximum Estimated Value of the transaction in Mexico (MEV). The MEV is defined as the maximum estimated value of the transaction in national territory and constitutes the basis for determining the applicable fee range. Determining the MEV is not necessarily simple. Notify - ing parties must calculate it using the highest value among the various options available, including the consideration actually paid, the value corresponding to the valuation of the assets actually acquired, the share capital, and other criteria set forth in the Fed - eral Competition Act (FCA) and applicable regulations. Determining the applicable rate can be complex, par - ticularly in multi-stage or cross-border transactions, given that there is not always clarity on how to allocate value to the Mexican portion of the deal. Several procedural rules accompany this new frame - work that companies must understand: • Notifying parties must justify, under oath, the rea - soning used to estimate the MEV in the notification letter. • The CNA may request clarification if it notices inconsistencies between the declared MEV and the information in the file. • No refund will be made if the final amount of the transaction is less than the MEV initially stated. • If, at the time of closing, the actual transaction value exceeds the MEV declared at filing, the notifying parties must pay the corresponding differ -
ence, which will generate updates and surcharges under the Federal Tax Code if not paid on time. To this end, at the time of certifying the closing, par - ties must provide elements to determine the final transaction value, using the best available informa - tion and taking as a reference the valuation crite - rion that results in the highest value. The Resolution claims that the tiered fee structure adopted by the CNA can in principle be seen as con - sistent with international practice in other jurisdic - tions. That said, the increase from the previous flat fee is significant, and the complexity of MEV calculations means that companies may be exposed to costly mis - calculations. Review Times: The Gap Between Law and Practice One of the stated goals of the antitrust reform was to accelerate merger review, and statutory timelines are indeed shorter. According to the CNA’s Q1 2026 data, transactions under the old framework averaged 34.3 business days versus a legal maximum of 78 business days, while transactions under the new framework averaged 18.1 business days against a maximum of 48 business days. In practice, however, the picture is much more nuanced. Review statistics only begin once the CNA considers its information requests (RFIs) complete, and Mexican law allows unlimited extensions at the parties’ request. As a result, published averages understate the actual time between filing and clear - ance. They may also be affected by high variance, as a small number of highly specific cases resolved unusually quickly can skew overall results. M&A prac - titioners should therefore use caution when relying on headline timing statistics. Interestingly, the CNA’s own data suggests that trans - actions involving horizontal overlaps take roughly as long to review as those involving vertical relationships, reflecting a thorough review approach even where competitive concerns appear limited. The CNA has also increased requests for internal documents sub - mitted in other jurisdictions, particularly in the United States and Europe.
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