MEXICO Law and Practice Contributed by: Allan Kaye Trueba, Mariana Santillán Trejo and Rebeca Sanchez, Aziz & Kaye Abogados, S.C.
• When the board of directors or the surveil - lance body is comprised of three or more members, shareholders may appoint a member of the board or a statutory auditor, as applicable, if they hold 25% or more of the capital stock. • Shareholders holding at least 33% of the cap - ital stock may call a shareholders’ meeting. • Shareholders that own 25% or more of the capital stock may: (i) exercise a liability action against directors; (ii) delay the voting on an issue; and (iii) judicially oppose a resolution adopted by the general shareholders’ meet - ing. Promotion Investment Corporations Promotion investment corporations (SAPI) are companies regulated by the Securities Market Law and the General Law of Business Compa - nies. The SAPI was created to promote capital risk investments by providing more flexibility to agree on several issues that were considered rel - evant for investors and granting minority rights with a lower participation percentage. As stated, a SAPI is a variation on a regular cor - poration. Several amendments to the regulation of corporations have reduced the number of dif - ferences between both types of entities. However, there are still some relevant distinc - tions between them, as follows: • SAPIs are allowed to acquire their shares; corporations are not allowed to carry out such acquisitions, except in the case of judicial adjudication for the payment of the company’s debts; and • SAPIs are managed by a board of directors; corporations may be managed by a board of directors or a sole manager.
Shareholders in a SAPI may: appoint a member of the board of directors or statutory auditors for each 10% of the voting shares held individually or in aggregate, even if voting rights are limited or restricted; • if they hold at least 10% of the capital stock of the company, call a general shareholders’ meeting; • if they hold 15% or more of the shares with voting rights (even if limited or restricted) or without voting rights, exercise a liability action against the directors; • if they hold 10% or more of the capital stock of the company, delay voting on a specific issue; and • if they hold 20% or more of the capital stock of the company, judicially oppose a resolution adopted by the general shareholders’ meet - ing. Shareholders in corporations cannot be exclud - ed from profit sharing. SAPI may issue shares with special rights regarding profit sharing and other economic rights that expand or limit the shareholders’ rights over profits. 1.2 Sources of Corporate Governance Requirements Corporate governance requirements are outlined mainly in the General Law of Business Compa - nies and, for the SAPI, SAB and SAPIB, in the Securities Market Law. The laws apply at federal level and to all companies in Mexico, irrespec - tive of the state of incorporation of the company. Corporate governance requirements are also outlined in the companies’ corresponding by- laws and, when applicable, in shareholder agreements.
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