MEXICO Law and Practice Contributed by: Melissa Franco and Mauricio Oropeza, Deloitte Impuestos y Servicios Legales, S.C.
The CNA must authorise a concentration prior to the execution of the relevant acts. If authorisation is not obtained, the acts will be deemed void and liability can arise for the parties involved. For such purposes, the relevant parties must provide the required documentation to the CNA, which will have the following options in the following timeframes. • Ten days to prevent the application and request missing information, giving the requestors ten days in which to provide the information or documenta - tion requested. If not provided, the application will be deemed as not having been submitted. • It can ask for additional information or documenta - tion up to 15 days after receipt of the request, giv - ing the requestors 15 days in which to provide it. • It can provide a definitive resolution within 30 days after receipt of the request. If a response is not issued in such period, then it will be deemed that the CNA has no objection to the concentration. Regardless of the above, the CNA can request amends to the supporting documentation of the transaction or subject the authorisation to certain conditions. Once authorised, such resolution will have a six-month validity, extendable once only for a justified reason. Some exceptions are available if the concentra - tion derives from a corporate restructuring, from an increase of capital stock from majority shareholders or from a trust in certain conditions, or if thresholds are not met, among other circumstances. 6.2 Criteria for Antitrust/Competition Review The LFCE establishes that a concentration requires prior authorisation from the Commission when the act or series of acts in question: • directly or indirectly involves an amount exceed - ing 16 million Units of Measurement and Update ( Unidad de Medida y Actualización , or UMA, with a value in 2025 of MXN113.14) within the national territory – ie, MXN1,810,240,000; • involves the accumulation of 35% or more of the assets or shares of an economic agent whose
annual sales or assets within the national territory exceed 16 million UMAs; or • involve the accumulation of assets or social capital exceeding 7 million UMAs (MXN791,980,000) and the concentration involves two or more economic agents whose annual sales or assets in the national territory, jointly or separately, amount to more than When authorising a concentration, including mergers, the CNA can request that certain conditions are met, such as: • carrying out a specific action or refraining from doing so; • transferring certain assets, rights, equity interests or shares to third parties; 40 million UMAs (MXN4,525,600,000). 6.3 Remedies and Commitments • modifying or eliminating the terms or conditions of the transactions the parties intend to enter into; • undertaking actions aimed at promoting the par - ticipation of competitors in the market, and provid - ing them with access to or selling them goods or services; or • any other actions intended to prevent the con - centration from diminishing, harming or impeding competition or free market access, provided that such measures are aimed at correcting the adverse effects of the concentration and are proportional to the intended correction. 6.4 Antitrust/Competition Enforcement In the case of non-compliance with the resolutions or notices of concentration or other acts supervised by the CNA, such acts will be deemed as non-effective and the CNA can impose the applicable sanctions. 7. Foreign Investment/National Security 7.1 Applicable Regulator and Process Overview The RNIE and the Foreign Investments Commission ( Comisión Nacional de Inversiones Extranjeras , or CNIE) both operate under the Ministry of Economy and are the main authorities in foreign investment matters. As stated in 4.3 Disclosure and Reporting
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