We advise our clients on the incorporation of civil and commercial entities, with strategies to comply with the applicable rules from day one.

We support them on legal, financial and tax matters from incorporation onward: investment strategies and programs, preparation and negotiation of incorporation documents, and the preparation and safekeeping of corporate books and records. When required, we also handle the dissolution and liquidation of companies.

We prepare and maintain the corporate books every company must keep by law: (i) the shareholder or partner register; (ii) the capital variations book; (iii) the shareholder meeting minutes book; and (iv) the board of directors minutes book.

We also organize the powers of attorney granted by the company, so it keeps effective control over its representatives and the operations they carry out.

We update our clients’ corporate documentation and information to ensure compliance with Mexican law: from updating shareholder meeting minutes and restructuring contracts and agreements with third parties, to regularizing their tax obligations.

We advise on corporate structuring focused on the legal and tax optimization of our clients’ businesses: reorganizations, mergers, acquisitions and spin-offs, with full regulatory compliance and the greatest possible operational and financial efficiency.

We conduct legal due diligence: we investigate transactions, businesses or companies so our clients understand their actual situation and the risks involved before a transaction or the acquisition of a company.

The goal is to reduce the risk inherent in any acquisition through a detailed analysis that identifies hidden liabilities and contingencies, and to plan the strategy that delivers the greatest benefit if the deal closes.

Our due diligence services include, among others:

• Sell-side advisory.
• Buy-side advisory.
• Share and asset purchase agreements.
• Accounting advisory and audit.
• Financial information analysis.
• Management information analysis.
• Purchase price adjustments.

Mergers and acquisitions are one of our core practices. We advise domestic and foreign clients on every aspect of buying, selling and combining companies and businesses, in regulated and unregulated industries, including:

• Negotiated acquisitions.
• Mergers, spin-offs and liquidations.
• Public tender offers.
• Leveraged buyouts.
• Co-investments and strategic alliances.
• Corporate restructurings.

Our transactional experience and multidisciplinary team allow us to plan, structure and close complex deals with solid results.

We design and implement governance frameworks for companies, family-owned businesses, associations and foundations. A sound governance structure supports internal controls and good management. Services include, among others:

• Internal and board of directors regulations.
• Corporate governance reports.
• Directors’ duties and liabilities.
• Corporate governance best-practice manuals.
• Structure of the board’s duties and functions.

We understand the unique dynamics and challenges of family-owned businesses. Our counsel combines sensitivity to family relationships with a solid command of the business’s legal and tax needs. Our services include:

• Succession planning and asset protection: business and family succession strategies that ensure an orderly transition of leadership and ownership, protect the family’s wealth and minimize the tax burden.
• Governance: clear and effective governance practices, including family councils, family protocols and policies on family involvement in the business.
• Tax and legal structuring: tailored solutions to optimize the tax and legal structure of the family business, with full compliance and operational efficiency.
• Dispute resolution: prevention and resolution of internal conflicts through mediation and arbitration, preserving family unity.
• Transactions and expansion: mergers, acquisitions and strategic alliances, and guidance on domestic and international growth.

Our goal is the long-term sustainability and growth of your family business, aligning legal and tax strategy with your family’s values and objectives.

We advise clients entering into joint ventures and strategic alliances: structuring, drafting and negotiating the agreements, as well as the commercial and strategic issues involved and relations with regulatory authorities.

We have experience across a wide range of joint venture structures.

We provide comprehensive advice on the creation and administration of trusts, ensuring the protection and efficient management of the assets involved. We structure trusts that comply with all tax and legal requirements, with tailored solutions for wealth, investments and specific projects.

We advise on private equity transactions: structuring investment funds, share purchases and sales, and negotiating investment agreements, seeking to maximize returns while minimizing tax and legal risks.

We provide legal and tax advice on foreign investment, facilitating foreign investors’ entry into and operations in Mexico, including the structuring of investment vehicles, regulatory compliance and applicable international treaties.

We structure and negotiate franchise agreements in compliance with all legal, tax and commercial requirements, including contract drafting, brand protection and domestic and international franchise expansion.

We draft, review and negotiate commercial contracts —sale and purchase, leases, services and atypical contracts—, protecting our clients’ interests and ensuring compliance with current law.

We draft and negotiate co-investment agreements with structures that protect the interests of every party involved, optimizing the tax and legal aspects of each co-investment.

We advise on drafting and negotiating international contracts in compliance with the laws of each jurisdiction involved, including distribution, licensing, joint venture and strategic alliance agreements, with a focus on mitigating legal, tax and commercial risks.