MEXICO Law and Practice Contributed by: Gabriel Robles, Héctor Cárdenas, Eric Silberstein and Eduardo Aiza, Ritch Mueller
private-equity funds and their portfolio companies to, among others, revisit KYC files, shareholder registers, trust structures and real-estate development vehicles, appoint an independent compliance representative, expand internal manuals and training, and – critically – to budget for the investment needed to deploy risk- based monitoring technology. The institutional environment for dispute resolution (particularly in disputes against the government) has also shifted, with direct implications for funds’ litigation and enforcement strategies. Constitutional reforms were approved in late 2024 and have placed all federal judges and Supreme Court justices under direct popular election, reduced the Supreme Court’s size and term lengths, and created a new Judicial Dis - cipline Tribunal empowered to investigate and sum - marily sanction members of the judiciary who miss the newly imposed six-month deadline for resolving most commercial and tax matters. While these reforms are intended to accelerate rulings, they introduce an unknown electoral dynamic, increasing uncer - tainty around litigation strategy, forum selection, and enforcement prospects for funds and their portfolio companies. For the following transactions, pre-closing work streams must now address antitrust filing require - ments under the new thresholds, audit AML controls and beneficial-owner registries, and assess exposure to judicial reform-driven procedural risks. 3. Regulatory Framework 3.1 Primary Regulators and Regulatory Issues Key Regulators Prior to engaging in any M&A transaction, the par - ties must evaluate whether any government approvals are required, specifically, the approval of the Federal Antitrust Commission ( Comisión Federal de Com- petencia Económica – COFECE) and soon to be the CNA, or the National Commission of Foreign Invest - ment ( Comisión Nacional de Inversiones Extranjeras – CNIE). In addition to the foregoing, there are instances where authorisation from the Ministry of Economy ( Secretaría de Hacienda y Crédito Público – SHCP) or the Mexican Securities and Exchange Commission
( Comisión Nacional Bancaria y de Valores – CNBV) is required, particularly in the fintech or financial sec - tor. Additional authorisations could be required, but these are more specific to a particular transaction in a specialised sector – for example, authorisation by the Ministry of Infrastructure, Communications and Transportation ( Secretaría de Infraestructura, Comu- nicaciones y Transportes – SICT) in respect of infra - structure and telecommunications transactions. In respect of CNA approval, the July 2025 reform to the Mexican Economic Competition Law, references to COFECE must soon be read as references to the new CNA. A filing with the soon to be new antitrust authority (ie, the CNA) is mandatory whenever the transaction and/or the agents involved (including the private equity fund, directly and indirectly) satisfy one of three revised statutory thresholds, these being the value of the transaction, the assets of either one of the agents in Mexico, and the combined assets of all agents involved. Provisions regarding the filing with CNA and the ability of the parties to exit a transac - tion based on conditions imposed by CNA are heavily negotiated. As it relates to foreign investment controls, the notice or consent requirement varies depending on the industry where the direct or indirect investment is being conducted and the percentage of the invest - ment (ie, there are activities that are reserved exclu - sively for Mexican nationals, or entities 100% con - trolled by Mexican investment, and others for which the percentage that foreign investment may hold is limited). In recent years, foreign investment controls have become stricter, specifically in more sensitive sectors (ie, aerial passenger and cargo transportation) in an effort to protect national interests and sover - eignty. National Security In respect of national security, scrutiny comes through the diverse government agencies whose consent is required, namely the National Commission of Foreign Investment (CNIE). While foreign investment is not a specific national security matter, scrutiny of a foreign national would start with this organism. It is important to note that while the law does not necessarily differ - entiate between private foreign investment and state-
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