Corporate and Contracts

We can work with you to setup the right structure for your business, and identify the best entity to enter into that joint venture you are looking into. Let us work on your shareholders’ agreement or draft that complex manufacturing and distribution agreement. Is your business plan in compliance with Mexican foreign investment law? So you need to lease your equipment? Or you need to legally engage with your Mexican distributor? We can arrange for that and discuss the agreement with your bank as well. Is the agreement subject to an exclusivity period? Perhaps a trust would be helpful for that. How about that procurement agreement which is critical to keep your business running? Let’s be preventive and plan so that your legal risks may be minimized while we work to maximize your business output.

Our firm only practices Mexican law. Attorneys in our U.S. Representative Office in Houston are only authorized to practice Mexican law, and are not authorized to practice Texas law.

Services and related transactions

Drafting and Negotiating all Types of Contracts and Agreements.

  • Structuring, drafting, reviewing, negotiating and formalizing a series of agreements related to the design, construction and installation of solar-powered systems, including a Master Solar Purchase and Installation Agreement.
  • Drafting, negotiating and formalizing assets and shares purchase agreements among Mexican and foreign companies, including their related due diligence, negotiations and other actions and documents required for such transactions.
  • Drafting, negotiating and formalizing a contract in which automatic robots were designed and sold.
  • Drafting, negotiating and formalizing a contract to sell navigation instruments to a shipping company for its ships used in the oil and gas industry.
  • Drafting and formalizing Mexican trust for American citizens acquiring real estate within the Mexican restricted zone and for inheritance’s purposes.
  • Drafting and formalizing the Members Agreement between a US-based company involved in the energy sector in its joint venture with a Mexican private fund.
  • Drafting and formalizing pledges on Mexican shares and assets to guaranty credits granted overseas.
  • 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.
  • Designing and drafting legal documents related to the corporate restructure of a parent company, which holds more than ten subsidiaries.
  • Drafting, negotiating and execution of an Account Receivables Assignment Agreement between U.S. and Mexican companies and their related actions to notify debtors of such assignment.
  • Drafting, negotiating and formalizing contracts related to the provision of maquila services in Mexico between Grupo Prodensa and each of its foreign clients, which includes public and private companies in U.S., Canada, and Europe.
  • Drafting, negotiating and formalizing a long-term strategic warehousing agreement for perishable goods, for Tyson de Mexico.
  • General legal advice to a group of U.S.-based companies in connection with certain agreements related to the companies’ start-up operations in Mexico.
  • Reviewing and advising on all legal aspects derived from multiple growers’ agreement regarding livestock for a transnational company with operations in Mexico, including their restructuring and formalization through new co-investment and other agreement, in order to satisfy our client’s needs.
  • General advice to Grupo Prodensa in connection with its negotiation and formalization of a number of manufacturing and services’ agreements, among others, entered into with a number of companies listed within the Fortune 500’s.
  • Reviewing, drafting and negotiating multiple agreements of diverse nature: distribution, supply, representation, agency, finder’s fee, consulting, lease, sell & lease back, option, usufruct, pledge, trust, title retention, bailment and confidentiality agreements, among many others, for both Mexican and foreign clients; reviewing, drafting and negotiating amendment agreements of different types.
  • Structuring and negotiating lease agreements for industrial facilities of diverse characteristics and terms, for a number of foreign companies starting operations 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, negotiating and drafting manufacturing, service and “maquila” agreements between Grupo Prodensa and General Electric Company – Medical Systems Division.
  • General advise to a number of Mexican and foreign subsidiaries of Cemex in the structuring, negotiation and drafting of a number of contracts and financial transactions with Bear, Stearns, with the participation of Global Financial Services.
  • Structuring, negotiating and drafting manufacturing, service and “maquila” agreements between Grupo Prodensa and AMP Incorporated.

Analysis, Advice and Application of Registrations, Approvals, Permits and Licenses.

  • General legal advice to an important Korean-based company in connection with its business start-up in Mexico.
  • General legal advice to an important Spanish-based company in its acquisition and takeover actions of a number of Mexican companies.
  • General legal advice to an important Asian-based company in connection with its business start-up in Mexico, including a number of regulatory aspects.
  • General legal advice to a group of U.S.-based companies in connection with certain agreements related to the companies’ start-up operations in Mexico.
  • General legal advice to a number of Mexican subsidiaries of foreign companies in connection with their compliance with a number of environmental and regulatory matters, and the evaluation or analysis of their respective import/export operations.
  • General import/export advice, application filing, follow-up and day-to-day legal compliance to a number of Mexican companies under this respective import/export and incentives programs.
  • General advice to Mexican subsidiaries of Cemex in the interpretation and compliance with certain covenants and other financial obligations contained in its international financing agreements.
  • Legal advice to Jones Plastic & Engineering de Monterrey in connection with its legal compliance with environmental and regulatory matters in Mexico, and its evaluation of its current import/export operations.
  • General advice to Trafocomp OY on several matters related to its new operations in Mexico, including import/export programs, operating permits and immigration issues.
  • General advice to formerly-existing Tolmex in the structuring and tasks involved in a consent solicitation process from the holders of its debt issued in the United States securities’ market.
  • 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.
  • Updating, restructuring and prepare for selling of a number of Mexican companies related with the restaurants industry and other businesses, including legal advice regarding estate planning.
  • General corporate and administrative legal advice to a consortium conformed by Bufete Industrial and Arema (a Spanish company), in its participation in bid processes organized by several Mexican State Governments for the design, financing, construction and operation of water treatment facilities in Mexico.

Legal and Corporate Audits.

  • Designing and implementing corporate restructure of a number of Mexican investment promotion companies (SAPIs).
  • Reviewing all corporate matters for the acquisition of companies related to diverse industries in Mexico.
  • Reviewing corporate matters in Mexican subsidiaries of foreign companies to allow the granting of corporate guarantees and pledges on its shares and assets.
  • 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.
  • Reviewing and drafting shareholders’ and board resolutions and minutes for both Mexican and foreign companies and in accordance with applicable law, including the formalization and granting of powers issued in one country for use in another one.
  • Reviewing the corporate legal status of several groups of companies, identifying the actions required for their due formalization and updating its respective corporate records in accordance with applicable law.
  • Updating and restructuring of a number of Mexican companies related with the restaurant business, including legal advice regarding estate planning.

Advice and Structuring on Foreign Investment Matters.

  • General legal advice to a number of important Asian-based companies in connection with its business start-up in Mexico, including foreign investment matters.
  • General legal advice to an important Spanish-based company in connection with its takeover of Mexican companies, including import/export matters.
  • Designing, creating and implementing corporate structures for foreign companies and individuals with operations in Mexico, or planning to start operations in Mexico.
  • General advice to Trafocomp on several matters related to its new operations in Mexico, including import/export programs, operating permits and immigration issues.
  • General advice to Cates Control Systems in connection with its incorporation and legal management of its Mexican legal entities.

Company Incorporation Services.

  • Incorporating a partnership between a U.S.-based company involved in the energy sector and a Mexican private fund, designing the applicable bylaws and corporate governance provisions.
  • Incorporating companies and partnerships in Mexico and throughout the world.
  • General legal advice to a number of Asian-based companies in connection with its business start-up in Mexico, including corporate matters, company incorporation and governance issues.
  • General legal advice to a number of U.S.-based companies in connection with their agreements related to the companies’ start-up operations in Mexico.
  • Designing, creating and implementing corporate structures for foreign companies and individuals with operations in Mexico, or planning to start operations in Mexico.
  • General legal advice to Trafocomp in the incorporation of its Mexican subsidiaries and the start-up of an assembly facility to be located within the Monterrey metropolitan area.
  • General advice to Cates Control Systems in connection with its incorporation and legal management of its Mexican legal entities.

Formalization and Registration of Branches of Foreign Companies.

  • Advising on the differences between companies and branches in Mexico to different foreign and domestic companies.
  • Formalizing and registering a number of Mexican branches of foreign companies, including all permits and applications involved, and their approval from the Mexican foreign investment authorities.

Joint Venture and Shareholders’ Agreements.

  • General legal advice to a U.S.-based company involved in the energy sector with its agreements related to a joint venture with a Mexican private fund.
  • General legal advice to a number of U.S.-based companies in connection with their agreements related to the companies’ start-up operations in Mexico.
  • Structuring and negotiating a number of control agreements to be put in place between the shareholders of an important public company operating in the telecommunications area in Mexico through a joint venture with other Mexican companies.
  • Analyzing and advising Tyson de Mexico in respect of its proposed restructuring of a number of civil and commercial transactions in which it became involved with a number of Mexican companies.

Construction Agreements.

  • Drafting and negotiating the contract involved in the construction of a green energy power plant construction in Mexico.
  • Drafting and negotiating the contracts involved in the construction of manufacturing facilities located in Monterrey and other locations in Mexico, including taking care of the applicable regulations, permits and warranties. 
  • Drafting and negotiating the contracts involved in the construction of a manufacturing facility to be located in Northeast Mexico through a subsidiary of an important global company based in Asia.
  • Structuring, drafting and formalizing a number of construction agreements used by a Mexican real estate developer for its real estate operations in Mexico.
  • Planning, structuring and drafting construction, repair and maintenance contracts for Tyson de México.
  • Structuring, negotiating and drafting the financial agreements involved in the build-to-suit-to-lease of several manufacturing facilities by Grupo Prodensa, for their use by U.S. manufacturing companies.
  • 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.

Restructuring, Mergers, Transformation and Spin-off of Companies, and the Granting of Powers of Attorneys and Other Notarial Procedures.

  • Reviewing, drafting and formalizing the spin-off of several companies of a large corporate group and subsequent mergers of certain subsidiaries, in accordance with applicable tax and corporate regulations, as a part of a corporate restructure.
  • Reviewing and drafting minutes of shareholders’ and board of directors’ meetings for Mexican corporate entities, as well as special resolutions adopted thereby and general and special powers of attorney in accordance with applicable law.
  • Reviewing, drafting and formalizing general and special powers for both Mexican and foreign companies, in accordance with applicable law.
  • General advice to a US-based company involved in the energy sector in connection with the merger with a Mexican private fund.
  • General advice to Cemex in connection with certain mergers between its Mexican and foreign subsidiaries, in coordination with foreign counsel.
  • 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.
  • Reviewing the corporate legal status of several groups of companies, identifying the actions required for their due formalization and updating its respective corporate records in accordance with applicable law.
  • Updating and restructuring of a number of Mexican companies related with the restaurant business, including legal advice regarding estate planning.
  • General legal advice to an important telecommunications’ company based on 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.

Maintenance of Corporate Books and Records.

  • Reviewing and drafting minutes of shareholders’ and board of directors’ meetings for Mexican corporate entities, as well as special resolutions adopted thereby and general and special powers of attorney in accordance with applicable law.
  • Reviewing and updating all corporate books and registries of Mexican companies as part of their institutionalization process. 
  • Formalization of guarantees in the corporate books and registries of the Mexican companies, derived from U.S. and Canadian loan agreements.
  • Structuring and formalizing all corporate actions required for a management takeover process in Mexico, including the conduction and formalization of shareholders’ meetings approving transactions, appointing new Boards of Director, and the revocation and granting of powers of attorney, among other related actions.
  • Drafting and formalizing minutes of partners’ and directors’ meetings for Mexican civil law entities and partnerships.
  • Formalization of purchase and sale agreements regarding shares and membership interests of Mexican companies, and formalizing the grating of liens regarding shares and membership interests, including the formalization of all relevant corporate resolutions and registrations in the issuer’s corporate records in order for such transactions to be binding under Mexican law.
  • General advice to Cates Control Systems in connection with its incorporation and legal management of its Mexican legal entities.
  • General advice to Cemex in connection with certain mergers between its Mexican and foreign subsidiaries.
  • Reviewing, drafting and formalizing general and special powers of attorney to be granted in Mexico or outside Mexico but for their use in Mexico, in accordance with applicable laws.
  • Reviewing the corporate legal status of several groups of companies, identifying the actions required for their due formalization and updating its respective corporate records in accordance with applicable law.
  • Updating and restructuring of a number of Mexican companies related with the restaurant business, including legal advice regarding estate planning, and the preparation of its overall corporate records, since its date of incorporation.

Structuring and Incorporation of Trusts for the Acquisition of Real Estate by Foreigners, for Estate Matters, for Real Estate Developments, and for Security Purposes.

  • General advice and amendment to an existing trust agreement between foreigners and a Mexican trust company for the acquisition of real estate within the Mexican restricted zone, as well as for estate planning purposes.
  • General advice in the incorporation of trusts by foreigners, for their acquisition of real estate within the Mexican restricted zone.
  • General advice in the incorporation of a number of trusts of diverse nature, including financial vehicle trusts, business vehicles, investment entities, and specific purpose vehicles for the development of a number or projects, including real estate development.
  • Representing a U.S. incorporated estate trust, particularly in respect of its execution regarding certain assets and real estates located in Mexico.

* 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.