MEXICO LAW AND PRACTICE Contributed by: Fernando Carreño, Sergio López, Michel Llorens, Andoni Garza and María García, Von Wobeser y Sierra
In view of the foregoing, the parties are per - mitted to notify their transaction even with a description of the transaction instead of a for - mal agreement. However, it is advisable to sub - mit at least the draft of the agreement, letter of intent or memorandum of understanding and to keep in mind that there should be no substantial changes to the structure and/or the main terms and conditions of the transaction – given that, if the authority believes the transaction carried out differs from the authorised transaction, the parties could be subject to the fines described in 3.1 Deadlines for Notification . 3.3 Filing Fees There is a joint-filing fee of MXN247,820 (approx - imately USD12,664), which is updated annually in the law. The filing fee receipt must be submit - ted with the initial notice. 3.4 Parties Responsible for Filing The parties responsible for filing are those directly involved in the transaction – namely, those that are signing parties to the transaction agreements. If it is not possible for any of these parties to appear in the filing and such situation is evidenced before the authority, the appear - ance of the acquirer will suffice. It is also relevant to mention that, where there are multiple signing parties that are all controlled by a single entity, the controlling entity can submit the filing on behalf of all the others. 3.5 Information Included in a Filing Simple copies of the following information/docu - ments pertaining to the involved parties must be submitted along with the concentration notice in Mexico: • business plan;
• detailed description and structure of the transaction; • transaction agreements; • organisational documents; • audited financial statements for the preceding fiscal year; • detailed direct and indirect capital structures; • confirmation of direct and/or indirect partici - pation in the capital structure and/or manage - ment of entities with activities in Mexico in the same markets and/or related markets by the parties (as well as their shareholders and subsidiaries); • competitive assessment and market shares in the national territory and any other relevant geographic market; • facilities and plants in Mexico; • filing fee receipt; and • list of jurisdictions in which the transaction will be notified. For Mexican entities, original or certified copies of the powers of attorney for each of the notifying parties must also be submitted, which should be granted in favour of their legal representatives. When the powers of attorney are granted abroad or by foreign entities, these powers of attorney shall be apostilled/legalised and notarised. All information/documents must be submitted in Spanish. If the documents are in another lan - guage, a certified Spanish translation of the main terms of the document must be submitted along with the original document. 3.6 Penalties/Consequences of Incomplete Notification If the notification does not include all the infor - mation/documents referred to in 3.5 Information Included in a Filing , the authority will request the outstanding documents within the first request for information (RFI). If these are not submitted
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