MEXICO LAW AND PRACTICE Contributed by: Fernando Carreño, Sergio López, Michel Llorens, Andoni Garza and María García, Von Wobeser y Sierra
3.11 Accelerated Procedure The law also contemplates a simplified pre- merger review process if the parties demon - strate to the authority that it is evident that the transaction does not have the aim or effect of diminishing, damaging or impeding competition. When the parties request this simplified review, which must be within five business days follow - ing the date of the filing, the authority has 15 business days from the date on which the fil - ing was received to issue a resolution on the transaction. Pursuant to the law, it is considered evident that – provided the purchaser does not participate in any related market and it is not an actual or potential competitor of the target – a transaction does not have the aim or effect of diminishing, damaging or impeding competition if: • the transaction implies the first participation of the purchaser in the relevant market (the structure of the relevant market should not be modified as a consequence of the transaction and should only involve the substitution of the undertaking); • the purchaser holds no control of the acquired agent before the transaction and, through the transaction, it increases its relative participation in the acquired agent without having additional power to influ - ence the operation, management (including the appointment of managers and board members), strategy and main policies of the company; or • the purchaser has control of a company and increases its relative participation in the capi - tal stock of the company. If the authority determines that a transaction submitted via this process does not meet the legal requirements or if the filing is not submitted
within the above-mentioned timeframe, the par - ties will need to re-submit a pre-merger filing to obtain a new authorisation to close the trans - action. This also applies to decisions obtained through the expedited review process (see 3.11 Accelerated Procedure ). 3.9 Pre-Notification Discussions With Authorities The parties can engage in pre-notification dis - cussions with the authority, especially in cases where expedited clearance is essential. Even though it is not very common for these com - munications to occur, the authority is open to engaging in these on a confidential basis. 3.10 Requests for Information During the Review Process When the transaction does not imply substantive horizontal overlaps or vertical links, the authority usually only issues a basic request for informa - tion such as: • documents and/or information not initially included in the concentration notice; • clarifications on the structure of the transac - tion; and • certain statements related to the absence of the involved undertakings in certain markets. If the transaction implies substantive horizontal or vertical overlaps, the authority usually issues a burdensome second request for additional information, which mainly concerns detailed procurement, production, and marketing infor - mation – as well as market data that allows the authority to carry out an in-depth analysis on the involved markets. The deadline for the authority to resolve the transaction starts again once the issued RFIs are deemed as fully answered.
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