Mergers and Acquisitions Articles


Recent Case Decision – Evidentiary Value of Invoices

Recently, Mexico’s Supreme Court of Justice (SCJN) published in the Judicial Weekly of the Federation case decision I.5o.C.J/10 captioned “Invoices. Evidence of a commercial act, receipt of the merchandise by the purchaser and services that are the subject of a commercial transaction.” In such case decision, the SCJN held that the Mexican Commercial Code (Código de Comercio) does not contain any provision whatsoever regarding the evidentiary value of invoices. Through experience in commercial customs and practices, this class of documents has been given the place of serving as a basis for deeming that merchandise or merchandise involved in a commercial transaction, including when such has not been duly objected to, considering that the acquisition of merchandise ordinarily is accompanied by … read more


Mexico Amends Public Sector Procurement and Public Works Laws

On May 28, 2009 various amendments to Mexico’s Acquisitions, Leasing and Public Sector Services Law (Ley de Adquisiciones, Arrendamientos y Servicios del Sector Público or by its initials in Spanish, LAASSP) and the Public Works and Related Services Law (Ley de Obras Públicas y Servicios Relacionados con las Mismas or by its initials in Spanish, LOPSRM).  These amendments will enter into force thirty (30) calendar days following their publication. With respect to procurement, one of the most important reforms consist of the modification of contract awarding criteria to establish, when two or more feasible proposals have been submitted, a system of “points and percentages” or, as the case may be, a “cost/benefit” analysis. The existing “lowest price” standard will continue … read more


Financial Transactions of Multiple Purpose Financial Entities

In conformity with the General Law of Credit Institutions and Auxiliary Activities (Ley General de Organizaciones y Actividades Auxiliares de Crédito), Multiple Purpose Financial Entities (“SOFOMES”) are those business associations whose bylaws expressly provide that the principal corporate purpose of the company is the frequent and professional engagement in one or more of the following activities: providing loans; financial leasing; or financial factoring, activities which, in conformity with the law, may be carried out frequently and professionally by any party without the necessity of obtaining authorization from the federal government for same. SOFOMES may be of two types, a regulated SOFOM and an unregulated SOFOM, the first being one that by law forms part of a regulated financial group which … read more


Notary Publics with advanced electronic digital signature certificates may obtain incorporation permits via the Internet

On November 29, 2006 a decree was published in the Official Journal of the Federation through which the Department of Foreign Relations (SRE) provided notice that it would now allow notary publics with advanced electronic signature authority to carry out permit applications for new corporations, permits to modify corporate bylaws, name changes, dissolutions, mergers and corporate spin-offs via the Internet through the SRE web portal. This means that all of these transmittals may be carried out by Mexican corporations via Internet, which will greatly simplify these transmittals through a notary public with an FEA. The process to be followed by notaries is as follows: Pay the corresponding fee for a permit via the Internet on the Taxpayer Administration Service (SAT) … read more


New Draft of Regulations to the Federal Economic Competition Law

The Federal Economic Competition Commission published for commentary by the public a new draft of the Regulations to the Federal Economic Competition Law. The new draft Regulations, which may be accessed at www.cfc.gob.mx , establish, among other, that the resolutions, opinions, directives and criteria of the Commission are to be disseminated on the Commission’s internet website, while general criteria must also be published in the Official Journal of the Federation. In addition, the draft provides a new regulatory framework for notices in matters concerning economic concentrations (monopolies) in such manner that not only the merging party or the party that acquires control of entities or associations, is such obligated to provide notice of the concentration, but all the economic agents … read more


Central Registry of Authorized Agents (RUPA).

The RUPA is a registration process designed to grant identification numbers to authorized agents and businesses to simplify the process of making formal appearances on behalf of their principals in transmittals before federal governmental agencies. Although the RUPA is currently optional, it is foreseen that during 2006, federal governmental agencies will gradually require those parties appearing before them to obtain RUPA numbers, especially those representing companies. The procedure for obtaining registration numbers begins with a submission of data via an internet application, in which businesses will be required to provide information about their company and general information about their agents. Once the application has been sent via internet, applicants will then submit a hard copy of the application and attached … read more