Best Merger & Acquisition Lawyers in Mexico

1. About Merger & Acquisition Law in Mexico, Mexico

In Mexico, Merger and Acquisition (M&A) activity is governed by two main legal pillars. The corporate framework, primarily the Ley General de Sociedades Mercantiles (LGSM), regulates how mergers, consolidations, stock purchases, and asset transfers are structured and executed. The competition framework, led by the Ley Federal de Competencia Económica (LFCE), governs concentrations to prevent anti-competitive effects.

Practically, a typical M&A transaction in Mexico may involve a fusion (fusión) between companies or an acquisition of shares or assets. The parties must consider corporate governance requirements, transfer of assets or shares, and regulatory approvals. A notary public usually formalizes the deed of merger or purchase agreement, and certain actions must be registered with the Public Registry of Commerce (Registro Público de Comercio) to be effective against third parties.

Cross-border deals add another layer, as foreign investors must observe the foreign investment regime under the Ley de Inversión Extranjera (LIE). Depending on the sector and stake, foreign investment may require permits or notifications to the Secretaría de Economía and may trigger competition review by COFECE. These frameworks together shape due diligence, negotiation, and closing conditions for Mexican M&A transactions.

COFECE notes that concentrations that could affect competition must be notified and reviewed before closing to prevent harms to the market.

Source references for official guidance and texts include COFECE on concentrations and competition, and the Diario Oficial de la Federación (DOF) for enacted laws. See COFECE at COFECE and DOF for formal legal texts at DOF.

2. Why You May Need a Lawyer

Performing an M&A in Mexico involves regulatory, corporate, and cross-border considerations. A qualified attorney helps you navigate risks, timelines, and practical steps to closing a deal successfully.

Scenario 1: Your deal may cross COFECE thresholds that require notification. If the combined assets or turnover exceed the thresholds, you must file a concentration with COFECE before closing. A lawyer helps determine thresholds and prepare the filing to avoid fines or remedies.

Scenario 2: You are acquiring a stake in a Mexican company with foreign participation. The LIE imposes notification and possible permits for foreign investors, especially in sensitive sectors. Legal counsel ensures compliance and coordinates with the Secretaría de Economía.

Scenario 3: Your target operates in multiple jurisdictions and you need a harmonized cross-border structure. A lawyer analyzes tax, employment, and antitrust implications across jurisdictions and drafts multi-jurisdictional agreements.

Scenario 4: You require due diligence focused on competition risk and remedy planning. An M&A attorney conducts antitrust risk assessments, readiness for commitments, and potential divestiture remedies to obtain clearance.

Scenario 5: You must prepare and file the corporate documentation for a merger or acquisition in the Public Registry of Commerce. A lawyer coordinates the corporate deed, shareholder approvals, and registration steps to ensure enforceability.

Scenario 6: You face post-closing regulatory scrutiny or potential antitrust enforcement. A legal advisor helps address investigations, possible behavioral remedies, or structural divestitures to maintain compliance.

3. Local Laws Overview

Key laws govern Mexican M&A activity. Understanding them helps you structure deals that comply with Mexican rules and minimize regulatory risk.

• Ley Federal de Competencia Económica (LFCE) - This is the cornerstone antitrust statute that governs monopolistic practices and concentrations. It gives COFECE authority to review, approve, or block M&A concentrations and to impose remedies. Official text and guidance are available through the Diario Oficial de la Federación (DOF) and COFECE resources. COFECE and DOF.
• Ley General de Sociedades Mercantiles (LGSM) - Regulates the creation, operation, and restructuring of Mexican companies, including mergers and acquisitions, share transfers, and corporate reorganizations. Official texts are accessible via DOF and the Mexican government portals. DOF.
• Ley de Inversión Extranjera (LIE) - Controls foreign investment in Mexico, including thresholds, permits, and notification requirements for foreign buyers or control over Mexican entities. Administered by the Secretaría de Economía with registration and disclosure requirements in the National Foreign Investment Registry. See Secretaría de Economía and DOF.
• Reglamento de la Ley Federal de Competencia Económica (RFCE) y guías de concentraciones - Substantive regulations and procedural guidelines that interpret LFCE provisions on concentrations, remedies, and timelines. COFECE publishes guidelines and notices related to concentrations on its site. COFECE.

Recent practice notes and guidelines emphasize that not all deals require COFECE notification, but many do, especially if the deal could lessen competition in a market. The most current guidance is published by COFECE and DOF, which provide concrete thresholds, filing procedures, and remedies.

Concentrations that may affect competition must be notified before closing the transaction.

Source: COFECE guidance on concentrations and DOF texts for the laws above. See COFECE concentration guide and DOF.

4. Frequently Asked Questions

What is the difference between a merger and an acquisition in Mexico?

A merger (fusion) combines two or more entities into a single new entity or absorbs one into another. An acquisition buys a controlling stake or assets of another company, without creating a new entity. The LGSM governs mergers, while the LFCE governs associated competition concerns.

How do I know if my deal requires COFECE notification?

If the transaction exceeds thresholds based on turnover or assets, COFECE notification is usually required. A Mexican M&A attorney can analyze the target's and buyer's metrics and determine filing obligations.

When should I start due diligence for a Mexican M&A?

Begin due diligence as soon as you sign a term sheet or letters of intent. Focus on corporate structure, antitrust exposure, employment, IP, real estate, and tax issues to avoid closing delays.

Where do I file a concentration notification in Mexico?

Notices of concentration are filed with COFECE through its official channels. Your counsel will prepare the filing package and coordinate the submission and any subsequent information requests.

Why might a private equity deal trigger antitrust review in Mexico?

Private equity transactions can attract antitrust scrutiny if the merged group would control a sizable market share or reduce competition. Remedies such as divestitures may be required to obtain clearance.

Can a foreign buyer acquire a controlling stake in a Mexican target?

Yes, but foreign buyers must comply with the LIE, which may require permits or notifications to the Secretaría de Economía and possible COFECE review for competition concerns.

Should I hire a Mexican attorney for cross-border M&A?

Yes. Local counsel helps with corporate formalities, regulatory filings, and alignment with Mexican practice, including notary and registry requirements.

Do I need to prepare an asset purchase or stock purchase agreement?

Yes. The structure determines liability allocation, tax consequences, and regulatory exposure. An attorney drafts and negotiates the agreement consistent with LGSM and LFCE requirements.

Is there a standard timeline for COFECE review?

Timelines vary by complexity and whether remedies are offered. COFECE may grant extensions or require divestitures to obtain clearance, which can extend closing timelines.

How much can a merger cost in Mexico?

Costs depend on deal size, structure, and the complexity of regulatory filings. Engage a law firm to obtain a detailed estimate based on your transaction profile.

Do I need to notify the LIE for foreign investment in a cross-border sale?

Most foreign investment transactions that change control or thresholds require notification or permits under the LIE. Consult the Secretaría de Economía for guidance on your sector and stake.

Is a notary required to formalize a merger in Mexico?

Yes. A merger deed or stock transfer deed is typically executed before a Mexican public notary and then registered with the Public Registry of Commerce to be binding against third parties.

5. Additional Resources

Access to official resources can help you understand regulatory expectations and filing procedures.

• Comisión Federal de Competencia Económica (COFECE) - Official regulator for competition and concentrations; provides guidance on filing and remedies. COFECE
• Diario Oficial de la Federación (DOF) - Official source for enacted laws including LFCE, LGSM, and LIE texts. DOF
• Secretaría de Economía (SE) - Oversees foreign investment and sectoral regulation; provides guidance on the LIE and investment procedures. Secretaría de Economía

6. Next Steps

1. Define the deal structure and target closing timeline, and decide whether to pursue a merger, asset purchase, or stock acquisition.
2. Compile a preliminary information package for due diligence and prepare a high level regulatory assessment with potential COFECE exposure.
3. Identify at least three Mexican law firms with strong M&A and competition practice and request written engagement proposals.
4. Conduct initial consultations to assess experience with similar industries, cross-border deals, and COFECE filings; review proposed fees and timelines.
5. Have a due diligence plan reviewed by counsel and determine whether to proceed with a COFECE notification strategy or remedies in case of concerns.
6. Enter into a formal engagement letter, appoint a lead partner, and align on a regulatory and closing timetable with clear deliverables.