MEXICO LAW AND PRACTICE Contributed by: Fernando Carreño, Sergio López, Michel Llorens, Andoni Garza and María García, Von Wobeser y Sierra
with the Constitution and applicable laws. This new authority will be a decentralised public body within the Federal Public Administration, sector - ised under the Ministry of Economy, endowed with its own legal personality, assets, manage - ment autonomy, and technical and operational independence. Additionally, there are specialised tribunals in case transactions or investigations end up in litigation before the Mexican judicial branch.
taking contributes assets, shares or interest without the purpose or necessary conse - quence being the transfer of said assets, shares or interest to a company other than both the settlor and the corresponding fiduci - ary institution; • the transaction involves shares or partner - ship interests of foreign entities, as long as the participating undertakings neither acquire control over Mexican entities nor accumu - late in Mexico shares, partnership interests, participation in trusts or assets in general additional to those already owned (directly or indirectly); • the acquirer is an investment company ( socie- dad de inversion de renta variable ) and the purpose of the transaction is the acquisition of securities in the stock markets, unless the outcome of the transaction allows the acquirer to acquire decisive influence over the target; and • the concentration involves transactions in the stock exchange not exceeding 10% of the capital stock of the issuer and the acquirer is not entitled to: (a) appoint or revoke managers, directors, or board members; (b) directly or indirectly impose decisions in shareholders’ meetings or other equiva - lent corporate bodies; (c) directly or indirectly maintain any inter - est that would allow it to exercise 10% or more of the voting rights; or (d) directly or indirectly influence the admin - istration, operations, strategy or principal policies of the target. 2.2 Failure to Notify In Mexico, there is a penalty for failing to notify when the transaction triggers any of the Mexi - can thresholds. The penalties for failing to notify range from MXN565,700 (approximately
2. Jurisdiction 2.1 Notification Compulsory Notification
If a transaction meets any of the monetary thresholds set forth in the FECL (see 2.5 Juris- dictional Thresholds ), the transaction must be
notified to the Authority. Voluntary Notification
The FECL includes the option to submit a volun - tary pre-merger filing, which is normally used in transactions where it is not clear if the thresholds are met and to ensure that the enforcers will not investigate the transaction later. Exemptions from Compulsory Notification The FECL includes the following seven excep - tions to compulsory notification: • internal corporate restructuring with no third parties involved; • a controlling entity (that has had control since the incorporation of the target or since the antitrust authorities authorised such acquisi - tion) increases its participation in the con - trolled entity; • the incorporation of management, guarantee or any other kind of trusts to which an under -
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