MEXICO Law and Practice Contributed by: Carlo Cannizzo, Marco Cannizzo, Stefano Amato, Enrique García and Paloma Iglesias, Cannizzo
representing the capital stock of the company, at a determined or determinable price; and • other rights and obligations of a similar nature. The aforementioned provisions have not been modi - fied in the last 12 months and there are at time of writ - ing no pending legislative initiatives that would result in significant amendments in the short term. 4. Stakebuilding 4.1 Principal Stakebuilding Strategies It is common for a bidder to build a stake in the target prior to launching an offer. In this case, the applicable provisions of the target company’s articles of incorpo - ration and by-laws, the disclosure obligations under the LMV and the general provisions issued by the CNBV for takeover bids that will be explained through - out this guide, must be taken into consideration. 4.2 Material Shareholding Disclosure Threshold Public Companies In Mexico, there are different material shareholding disclosure thresholds and filing obligations. Some of these are included below for explanatory purposes but they should not be considered as the only dis - closure or notification obligations under Mexican law. In terms of the provisions of the LMV, any person who holds less than 10% of the capital stock of an issuer, and acquires, directly or indirectly, shares of an issu - er or securities or instruments that grant rights over such shares, must inform the CNBV and the stock exchange, for dissemination among the investing public, no later than the business day following the deal’s closing, of any circumstance that results in a shareholding position equal to or greater than 10% but less than 30% of the capital stock of the relevant issuer. Likewise, insiders and related persons of the issuer who increase by 5% the holding of shares of the issuer to which they are related must communicate such cir - cumstance to the CNBV and the stock exchange, so that the latter may disseminate it among the invest -
ing public no later than the business day following its acquisition. A person or persons who directly or indirectly own 10% or more of the shares representing the capital stock of corporations registered in the National Secu - rities Registry ( Registro Nacional de Valores or RNV), as well as the members of the board of directors and relevant officers of such corporations, must inform the CNBV and, in certain cases, the public, of any acquisi - tions or disposals of such securities. It is also important to consider that any individual or group of persons who intend to acquire or attain by any means, directly or indirectly, the ownership of 30% or more of the voting stock of a corporation reg - istered in the RNV must comply with the mandatory tender offer (OPA) regime under the LMV. Private Companies In regard to private companies, it is important to con - sider that the entries in the special partners’ book and in the shares registry book must be published in the electronic system established and managed by the Ministry of Economy ( Secretaría de Economía ). 4.3 Hurdles to Stakebuilding In Mexico, it is possible to include in by-laws, or in pri - vate agreements entered into by and between share - holders, reporting thresholds different from those pro - vided for in the law provided that they impose more restrictive obligations and ensure, at a minimum, com - pliance with the applicable legal requirements. 4.4 Dealings in Derivatives Dealing in derivatives is allowed under Mexican laws, such as the LMV and the provisions issued by the Min - istry of Finance and Public Credit ( Secretaría de Haci - enda y Crédito Público ) and the CNBV, which have allowed the development and operation of a deriva - tives market in Mexico. Under Mexican law, derivative financial instruments include securities, contracts or any other legal act whose valuation is derived from one or more underlying assets, securities, rates or indices.
829 CHAMBERS.COM
Powered by FlippingBook