Mergers & Acquisitions

Let us put a term sheet together and start drafting a memorandum of understanding. Shall we assist in the negotiations? What happened with those pending documents to complete due diligence? What is the best structure for the transaction? We shall probably discuss that indemnity language and its enforceability in Mexico. We can certainly draft that acquisition agreement, and let us discuss further the working capital provisions and the role which is expected of the transition services agreement. Don’t forget to address antitrust issues upfront (or as upfront as possible), and we can certainly advice on the best way to formalize that right of first refusal and the exclusivity and non-compete provisions under Mexican law. Let us make sure that we include those minority protection rights in the appropriate corporate documents.

Services and related transactions

Advising, Negotiating and Drafting Shareholders’ and Joint Venture Agreements, and Agreements Related with the Change of Control of a Legal Entity.

  • Drafting and formalizing a Members Agreement in a joint venture between a US-based company involved in the energy sector and a Mexican private fund.
  • Drafting and negotiation of a joint venture agreement with a Mexican private fund, related to the selling of machinery to the energy sector companies involved in oil & gas projects.
  • Advising and designing a Mexican Investment Promotion Company (SAPI) for a US-based company who was formalizing a joint venture with a Mexican partner.
  • Participation in a transaction implying the design, financing, construction, operation and management of an electric power production facility in Mexico by Cemex, including the drafting of several of the mayor agreements involved in the transaction, among them an investment, operating and management trust to which several international financial institutions were parties.
  • Structuring and formalizing an equity derivative transaction under Mexican laws, involving shares of companies listed in the Mexican Stock Exchange and debt instruments issued outside Mexico by a Mexican industrial group.
  • Structuring and formalizing all corporate actions required for a management takeover process in Mexico, including the conduction and formalization of shareholders’ meetings appointing new Boards of Director, and the revocation and granting of powers of attorney, among other related actions.
  • General legal advice in connection with management’s takeover and the legal and administrative integration of a Mexican company located in Matamoros, Mexico and acquired by a subsidiary of Johnson Electric Holdings Limited.
  • General legal advice in connection with management’s takeover and the legal and administrative integration of a Mexican company located in Apodaca, N.L., Mexico, and acquired by a Mexican subsidiary of Jones Plastic and Engineering Company LLC.
  • General legal advice to RCN Corporation in connection with the corporate spin-off and later merger of a group of Mexican companies in which it participates, jointly with a group of Mexican shareholders.

Advising, Negotiating and Drafting Contract Structures for the Protection of Minority Capital Interests.

  • Structuring and formalizing the incorporation of Mexican Investment Promotion Companies (SAPI) with the purpose of protecting the interests of a client with a minority capital in a start-up business on the internet sector.
  • Structuring and formalizing an equity derivative transaction under Mexican laws, involving shares of companies listed in the Mexican Stock Exchange and debt instruments issued outside Mexico by a Mexican industrial group.
  • General legal advice a number of U.S.-based companies in connection with their potential mergers and acquisitions in Mexico.
  • General legal advice to RCN Corporation in connection with the corporate spin-off and later merger of a group of Mexican companies in which it participates, jointly with a group of Mexican shareholders.
  • General legal advice to a global manufacturing company based in Mexico in connection with its potential sale of one of its financial subsidiaries, through an international bidding process coordinated by Citibank.

Advising, Negotiating and Drafting Shares, Membership Interests and Assets Purchase and Sale Agreements.

  • Drafting and negotiating a stock purchase agreement between a global company listed in the London Stock Exchange and a Mexican company focused in the services sector.
  • Drafting and negotiating an assets purchase agreement for a client in the wood products industry during the process of selling its business and assets in Mexico.
  • Structuring and formalizing an equity derivative transaction under Mexican laws, involving shares of companies listed in the Mexican Stock Exchange and debt instruments issued outside Mexico by a Mexican industrial group.
  • Structuring and formalizing all corporate actions required for a management takeover process in Mexico, including the conduction and formalization of shareholders’ meetings appointing new Boards of Director, and the revocation and granting of powers of attorney, among other related actions.
  • Formalizing share purchase agreements and liens on shares through the corporate records of Mexican companies, on behalf of J.P. Morgan Chase.
  • Negotiating and structuring the acquisition of an industrial plant located in Monterrey, Mexico by a group of Mexican and foreign investors.
  • Structuring, formalizing and general advice to formerly-existing Tolmex in connection with its acquisition of a 35% stake in Grupo Empresarial Maya, in Mexico, for approximately US$220 million.
  • Structuring, negotiating and formalizing all agreements and corporate actions related to the acquisition of a Mexican subsidiary of Vitro by a Mexican subsidiary of Jones Plastic and Engineering Company.
  • General legal advice to Katten Muchin Zavis Rosenman in connection with a transaction involving the sale of the assets comprising a manufacturing facility located in Chihuahua, Mexico.
  • General legal advice to a Mexican hotel group in its proposed sale of a hotel complex located in Cancun, Mexico, to a foreign hotel chain.
  • Structuring, negotiating and formalizing a number of agreements and other corporate actions related to the sale of a Mexican subsidiary of IVEX Packaging Corporation to a foreign holding company.

Legal and Corporate Due Diligence Proceedings.

  • Conducting a due diligence process in connection with the stock purchase by a public company listed in the London Stock Exchange of a Mexican company in the services sector.
  • Coordinating and preparing the information requested in a due diligence process for a Canadian client during the process of selling its business and assets in Mexico.
  • Conducting an asset due diligence process of a Mexican company for a public company listed in the London Stock Exchange to acquire a Mexican business in order to expand its operations to Mexico in the precision machinery industry.
  • Performing a due diligence for a NASDAQ listed company in the assets acquisition process of a company in the food machinery industry.
  • Structuring and formalizing all corporate actions required for a management takeover process in Mexico, including the conduction and formalization of shareholders’ meetings appointing new Boards of Director, and the revocation and granting of powers of attorney, among other related actions.
  • Full responsibility and conduction of a due diligence process for the acquisition of certain Mexican assets and a Mexican company by a subsidiary of Johnson Electric Holdings Limited.
  • Conducting a real estate due diligence process in connection with the acquisition of a Mexican company by Grupo Proeza
  • Full responsibility and conduction of a due diligence process on behalf of BHP Billiton and in connection with the potential acquisition by such entity of an important Mexican public company operating in the metallurgic sector in Mexico.
  • Full responsibility and conduction of the due diligence process for the acquisition of a Mexican subsidiary of Vitro by Jones Plastic and Engineering Company.
  • General legal advice provided to Nestle USA. in a due diligence process in connection with its negotiation of a stock purchase agreement for the acquisition of a company holding with numerous investments in Mexican operating companies.
  • Full responsibility and conduction of a due diligence process on behalf of RCN Corporation in respect of its equity shareholdings in a group of Mexican companies.
  • General legal advice to a global manufacturing company based in Mexico in connection with its potential sale of one of its financial subsidiaries, through an international bidding process coordinated by Citibank.
  • Participating in a due diligence process related with the acquisition of a group of Mexican companies in the truck transportation business by an important role placer in the same market in the United States of America.

Notices and Negotiations before the Federal Economic Competition Commission.

  • Drafting an answer to the Federal Economic Competition Commission for a client in the construction industry derived from an investigation in the potential monopolistic practices in such industry in Mexico.
  • General advice to a U.S.-based investment fund in connection with the antitrust clearance by the Mexican Competition Authorities regarding its acquisition of a controlling interest in a group of Mexican Companies involved in the auto-parts industry in Mexico.
  • Planning and structuring preference, non-compete and other competition-related rights and obligations for a number of clients, in transactions of different natures.

Establishment of Investment Vehicles, Including Trusts.

  • Advising in the incorporation of Mexican Investment Promotion Companies (SAPI) for clients with potential interests in inviting new investors and/or specific interests.
  • Participating in a transaction implying the design, financing, construction, operation and management of an electric power production facility in Mexico by Cemex, including the drafting of several of the mayor agreements involved in the transaction, among them an investment, operating and management trust to which several international financial institutions were parties.
  • General advice in the incorporation of trusts of diverse nature, including financing trusts, trusts as investment vehicles, and trusts involved in overall real estate developments.

Strategic Planning for Mergers and Acquisitions.

  • General legal advice to an important Spanish-based company in its takeover of two Mexican companies in the ceramics industry.
  • Structuring and formalizing all corporate actions required for a management takeover process in Mexico, including the conduction and formalization of shareholders’ meetings appointing new Boards of Director, and the revocation and granting of powers of attorney, among other related actions.
  • Negotiating and structuring of the acquisition of an industrial plant located in Monterrey, Mexico by a group of Mexican and foreign investors.
  • General advice to Cemex in connection with certain mergers between its Mexican and foreign subsidiaries.
  • Structuring, formalizing and general advice to formerly-existing Tolmex in connection with its acquisition of a 35% stake in Grupo Empresarial Maya, in Mexico, for approximately US$220 million.
  • Structuring, negotiating and formalizing all agreements and corporate actions related to the acquisition of a Mexican subsidiary of Vitro by a Mexican subsidiary of Jones Plastic and Engineering Company.
  • General legal advice a number of U.S.-based companies in connection with their potential mergers and acquisitions in Mexico.
  • General legal advice to Katten Muchin Zavis Rosenman in connection with a transaction involving the sale of the assets comprising a manufacturing facility located in Chihuahua, Mexico.
  • General legal advice to an important telecommunications’ company based in the United States of America in connection with its spin-off and later merger of a number of Mexican companies in which it participates together with a number of Mexican investors.
  • General legal advice to a Mexican hotel group in its proposed sale of a hotel complex located in Cancun, Mexico, to a foreign hotel chain.
  • General legal advice to a global manufacturing company based in Mexico in connection with its potential sale of one of its financial subsidiaries, through an international bidding process coordinated by Citibank.

Drafting and Negotiating Contracts, including Shareholders’ Agreements, Control Agreements and Trusts.

  • Structuring and negotiating a shareholders’ agreement for a start-up company in the e-business sector involving angel investors.
  • Structuring and formalizing an equity derivative transaction under Mexican laws, involving shares of companies listed in the Mexican Stock Exchange and debt instruments issued outside Mexico by a Mexican industrial group.
  • Negotiating and structuring the acquisition of an industrial plant located in Monterrey, Mexico by a group of Mexican and foreign investors.
  • General legal advice to Reactivos y Equipo in connection with the negotiation and formalization of a letter of intent for the acquisition of an operating company in central Mexico.
  • General legal advice to Katten Muchin Zavis Rosenman in connection with a transaction involving the sale of the assets comprising a manufacturing facility located in Chihuahua, Mexico.
  • General legal advice to a Mexican hotel group in its proposed sale of a hotel complex located in Cancun, Mexico, to a foreign hotel chain.
  • General legal advice to a global manufacturing company based in Mexico in connection with its potential sale of one of its financial subsidiaries, through an international bidding process coordinated by Citibank.
  • Drafting and negotiating several business letters of intent between Mexican companies and U.S. and Canadian companies.

Corporate Restructuring.

  • Designing and drafting legal documents related to the corporate restructure of a parent company, which holds more than ten operating subsidiaries.
  • Advising a Chinese client in the copper industry during the restructuring and liquidation of certain vehicles used for its business in Mexico.
  • General advice to Cemex in connection with certain mergers between its Mexican and foreign subsidiaries.
  • General legal advice to an important telecommunications’ company based in the United States of America in connection with its spin-off and later merger of a number of Mexican companies in which it participates together with a number of Mexican investors.

* For confidentiality purposes, we do not disclose the names of our clients in all representative transactions which are referenced above and within each of our practice areas.