MEXICO Law and Practice Contributed by: Allan Kaye Trueba, Mariana Santillán Trejo and Rebeca Sanchez, Aziz & Kaye Abogados, S.C.
alternate directors for independent directors must also meet the independence criteria. The board of directors of an SAB is supported by the Corporate Practices Committee and the Audit Committee. These must each have three or more members, who must be independent. In SABs controlled by a person or group of peo - ple with 50% or more of the capital stock, the Corporate Practices Committee may comprise at least a majority of independent members that will be disclosed to the public. SABs have no statutory auditor. Monitoring of the company’s activities is entrusted to the board of directors, through its Corporate Practices and Audit Committees, and to the external auditor. 2. Corporate Governance Context 2.1 Hot Topics in Corporate Governance The most recent significant amendment to the General Law of Business Companies was made in October 2023 to incorporate provisions per - mitting remote meetings of shareholders, part - ners, directors, or managers. To take advantage of this change, amendments to the by-laws are necessary to expressly allow remote meetings. In December 2023, amendments to the Secu - rities Market Law were introduced to increase the number of companies with publicly traded shares. These changes allow SABs to issue shares with varying rights and restrictions. This flexibility enables founders or owners of com - panies to maintain control of the company by offering shares with limited corporate rights when opting to list and offer shares to the public. Building on these amendments to the Securities Market Law, the National Banking and Securities
Commission ( Comisión Nacional Bancaria y de Valores ) issued the General Provisions applicable to Simplified Issuers ( Disposiciones de Carácter General Aplicables a las Emisoras Simplificadas y los Valores Objeto de Inscripción Simplifica - da ), which came into effect on 22 January 2025. These provisions establish a tiered framework categorising simplified issuers into: Simplified Equity Issuers (for stocks), Level I Simplified Issuers (for debt instruments with lower thresh - olds), and Level II Simplified Issuers (for debt instruments and asset-backed securities). The framework also contemplates Structured Securi - ties, though their specific requirements are still not defined. Simplified securities can only be offered to institutional and qualified investors. Simplified disclosure requirements and stream - lined registration processes are applicable to simplified issuers compared to traditional ones. Likewise, and in contrast to private corporations, where authority rests solely with the general shareholders’ meeting, SABs and SAPIBs now have the option to delegate authority to their board of directors to increase the capital stock and also determine the terms of the subscription of the shares. On 30 April 2025, the Mexican Supreme Court’s First Chamber issued a ruling ( Amparo directo en revisión 767/2023) that materially impacts the civil liability framework for directors of Mexican companies. The ruling confirms that directors can face indi - vidual liability in non-contractual matters when shareholders or partners suffer direct personal harm, such as unjustified refusal to register them in the corresponding corporate book or failure to pay dividends to specific shareholders or partners. The Court distinguished this individual action, based on article 1910 of the Federal Civil
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