MEXICO Trends and Developments Contributed by: Carlos Chávez, Juan Carlos Burgos, Gerardo Rodríguez and Édgar Martín, Galicia Abogados
recently confirmed that these penalties are not dispro - portionate, concluding that implementing a transac - tion before clearance may create effects comparable to those of anti-competitive conduct. Interestingly, the amended FCA now expressly establishes a standstill obligation, a point that had been subject to debate under the previous wording. At the same time, the CNA has indicated that it will continue strengthening its review of unreported trans - actions. The authority now benefits from a three-year review period, rather than one year, and has shown continued interest in transactions that may otherwise remain below the radar, including so-called “killer acquisitions”. Mexico has also developed a comparatively exten - sive body of gun jumping precedents, including cases involving issues that in other jurisdictions may receive more limited scrutiny. Enforcement has not been limit - ed to completed integrations or clear failures to notify. Relatively minor changes in transaction structures, as well as the inclusion of instruments such as warrants or other rights capable of affecting control or influ - ence, have also raised concerns in prior cases. Recent enforcement activity suggests that notifica - tion and standstill obligations continue to be an active area of focus. In Q1 2026, the CNA imposed a fine of approximately USD97,000 for the failure to notify a reportable transaction, illustrating the authority’s con - tinued attention to procedural compliance. What the Courts Are Saying A parallel and equally important development has been taking place in Mexico’s courts, where recent decisions have largely reinforced the CNA’s enforce - ment position. The authority has achieved a notably high success rate in litigation, strengthening the foun - dations supporting its enforcement practice. Among the most relevant rulings for merger control are the following: • Corporate group disclosure obligations . A Federal Court held that controlling companies and majority shareholders may be required to provide informa - tion and documents across the corporate group, including controlled entities and subsidiaries. The
decision raises practical questions regarding the extent to which Mexican entities may need to obtain and provide information from foreign parent companies. • Non - compete restrictions require justification . A specialised district court held that non-compete clauses may be analysed as cartel conduct if they lack a sufficiently close connection to the transac - tion or cannot be justified as necessary to protect legitimate transaction interests. The same decision also adopted a broader interpretation of “competi - tors”, extending the concept to potential competi - tors in the context of supply-restricting arrange - ments. • Gun jumping penalties upheld . As discussed above, the Supreme Court confirmed the constitu - tional validity of gun jumping fines, reinforcing the authority’s ability to impose significant sanctions for implementing transactions before obtaining clearance. Practical Guidance for Companies The cumulative effect of all these changes is that Mexican merger control has become measurably more complex, more expensive and more consequen - tial than it was a year ago. For companies planning transactions with a Mexican dimension, the following practical takeaways deserve attention: • Assess notification requirements early . With lower thresholds, eliminated exemptions, and heightened scrutiny of multi-step transactions, a preliminary assessment of whether Mexican notification is required should be built into deal planning from the outset. • Budget for the new fees . The new tiered fee struc - ture represents a substantial cost increase. MEV calculations can be complex, particularly in cross- border or multi-stage deals. Engaging local coun - sel at an early stage is essential to avoid errors that cannot be corrected after filing. • Plan for real timelines , not statutory ones . Aver - age review times may look shorter on paper, but in practice, transactions with horizontal overlaps or involvement in regulated sectors should still be planned with generous time buffers. • Review non - compete provisions before filing . Non- compete and non-solicitation clauses are now a
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