This slowdown in transaction volume occurred primarily during the first half of 2025, while investment and development activity recovered to levels comparable to those recorded in 2024 during the second half of the year. The contraction in the number of transactions may be attributed to a combination of factors, including recent changes in the US political and policy environment, the judiciary reform in Mexico and the new regulations on the energy sector in Mexico on the one hand, and elevated financing rates and inflationary pressures on the other. While the trend of fewer transactions at higher aggregate values relative to the prior year was broadly observed across most Latin American countries in 2025, Mexico and Brazil stood out as the only countries in the region to demonstrate stronger performance than their regional peers, being the only two markets to record a positive capital mobilisation index relative to figures reported for 2024.

The energy sector is undergoing a profound regulatory transformation that is driving the development of long-term planned projects. Under the new state-led planning model, an estimated 29,074 MW of additional capacity is projected to be added by 2030, comprising 22,674 MW from public sources and 6,400 MW from private sources, according to data set forth in the National Electric System Strengthening and Expansion Plan 2025-2030. Most of the projected expansion corresponds to clean energy technologies: approximately 78.6% of the capacity to be added between 2031 and 2039 is expected to consist of renewable energy with storage, in line with Mexico's various international commitments, most notably its Nationally Determined Contributions, the updated version NDC 3.0 within the Paris Agreement, was announced in late 2025. With regard to Environmental, Social, and Governance (ESG), the key consideration is the need for renewable or clean energy for new investments in Mexico due to relocalisation, mostly for recent geopolitical decisions, hence the increase in the renewable power investment is necessary to be ready for receiving all these investments coming to Mexico in the upcoming years.

In this regard, by 2026 the Federal Electricity Commission (Comisión Federal de Electricidad – CFE) commenced the construction of 6,000 MW of new renewable energy projects aimed at maintaining the State's share of national generation at 54%, with projections to add up to 24,000 MW in the medium term. In addition, recent renewable energy tender processes have been launched: notably, in October 2025, 20 private projects totalling 3,320 MW were awarded, comprising 2,471 MW of solar capacity and 849 MW of wind capacity, together with 1,488 MW of battery storage. These clean and renewable energy initiatives ultimately seek to align private investment with national priorities, while ensuring compliance with Mexico's international climate change commitments. However, the CFE is in the process of negotiating mixed power generation agreements with private companies that have expressed interest for an estimate of 37,749 MW.

In Mexico, investor access to the mergers and acquisitions (M&A) market in the energy and infrastructure sector, and particularly in the hydrocarbons segment, is being progressively reconfigured around the use of mixed contracts entered into between the Mexican major state-owned oil company and private developers. This emerging framework is designed to facilitate the participation of private capital in hydrocarbon exploration and extraction activities without altering the constitutional principle of state ownership over natural resources. In practice, mixed contracts combine specialised services, financing contributions, and performance-based compensation mechanisms, enabling private companies to contribute capital, technology, and operational expertise, while the state productive enterprise retains title to the relevant assignments and operational control over the project

Pursuant to the National Electric System Strengthening and Expansion Plan 2025-2030 (Plan de Fortalecimiento y Expansión del Sistema Eléctrico Nacional 2025-2030), 51 electricity projects are contemplated, representing an estimated total investment of USD22.377 billion, with a target generating capacity of 21,846 megawatts (MW), distributed as follows:

• seven wind energy projects: for 2,470 MW.
• nine solar photovoltaic projects: for 4,673 MW.
• five combined-cycle projects: for 3,425 MW.
• three cogeneration plants in partnership with a Mexican major state-owned oil company: for 2,422 MW.
• one Internal Combustion Engine: for 240 MW.
• 26 projects currently under development, to be completed: for 7,228 MW.

In addition, 158 transmission projects are contemplated under the CFE's charge, comprising projects aimed at expanding the National Transmission Grid, and projects intended to modernise the existing grid infrastructure.

With respect to the gas sector, pursuant to the Mexican major state-owned oil company 2025-2030, six refineries will be refurbished, the fertiliser plant in Michoacán will be refurbished, and a new fertiliser complex will be built in Veracruz. Additionally, the recently awarded mixed contracts are for the development of five projects that were already in operation but below their full capacity.

In summary, the project mix combines modern fossil fuel-based generation, specifically natural gas combined-cycle facilities, alongside renewable energy developments, including solar, wind, and battery storage. The electric expansion plan contemplates increasing the share of clean energy sources over the medium term, with approximately 79% of newly added megawatts. While the final investment figures and specific project details remain subject to budgetary approval, the overall trend reflected in Mexico's energy pipeline clearly prioritises universal coverage, supported by a strong state presence, while advancing a transition toward cleaner energy sources.

The main consideration when establishing and financing an early-stage company in the energy and infrastructure sector is the regulatory framework: energy activities are heavily regulated and, in certain cases, reserved to the state or subject to conditions, requiring the obtainment of specific permits and authorisations from authorities such as the Energy National Commission (Comisión Nacional de Energía – CNE) and the Ministry of Energy (Secretaría de Energia – SENER). For instance, electric power generation requires permits under the Electricity Sector Law and operational co-ordination with the National Centre for Energy Control (Centro Nacional de Control de Energía – CENACE), while hydrocarbon projects and gas transportation require authorisations under the Hydrocarbons Sector Law. In addition, projects must comply with environmental impact assessments under the General Law on Ecological Equilibrium and Environmental Protection (Ley General del Equilibrio Ecológico y la Protección al Ambiente – LGEEPA), land-use requirements, social consultation processes, and, in certain cases, domestic content obligations or participation in public tender proceedings.

The regulatory framework is therefore a determining factor for investors in Mexico's energy and infrastructure sector, as it directly defines the legal, operational, and financial viability of any given project. Likewise, land acquisition and secure possession are critical for the financing of power-generation projects in Mexico, acting as a fundamental requirement for bankability and project viability. Due to the prevalence of social property (ejidos) and complex land laws, ensuring cleanliness and legal control of the land is often the most significant risk factor for lenders and investors.

Likewise, the new social consultation obligations for all projects are also a crucial element, not only for financing but for assuring the granting of the relevant permits for the projects, since they need to obtain a social licence to operate, by complying with both national and international regulations. Financial institutions, particularly those adhering to the Equator Principles, view social conflict as high-level risk that can delay or cancel projects, therefore proper consultation helps prevent community opposition, which is a major cause of project delays in Mexico, particularly in the wind and solar sectors, especially when projects affect indigenous communities, in a country where more than 20% of Mexico’s population self-identify as indigenous. 

Separately, strategic projects under Plan Mexico contemplate public-private partnership structures, including through traditional public-private partnerships and securities issuances. Common financing instruments include project finance structures secured by project assets and exchange-traded investment vehicles such as Real Estate Investment Trusts (Fideicomiso de Infraestructura y Bienes Raíces – FIBRAs) and Capital Development Certificates (Certificados Bursátiles Fiduciarios de Desarrollo – CKDs). In practice, purely start-up-style ventures are uncommon in the energy sector, given the significant upfront capital requirements; most initiatives are undertaken by established corporate players. Nevertheless, distributed energy projects, such as commercial solar facilities and energy storage systems, have attracted support from impact investment funds and accelerator programmes.

In Mexico’s energy and infrastructure sectors, joint ventures between developers, sponsors and financial investors are relatively common, particularly in large-scale power generation, pipelines, renewable energy and transport infrastructure projects. These ventures are typically structured through special-purpose vehicles (SPVs) financed with a mix of equity and project finance debt, and investors usually expect liquidity once projects reach operational maturity or when regulatory or market conditions create opportunities for value realisation.

Typical liquidity events for such ventures in Mexico include the following:

• Sale of the project or company: the most common liquidity event is the sale of the project company or a portfolio of assets to strategic buyers or infrastructure funds.
• Refinancing and Asset Monetisation: in Mexico, investors in energy and infrastructure projects may achieve liquidity once a project is operational by refinancing the original project financing under improved terms, allowing sponsors to recover part of their equity investment. In addition, sponsors may monetise mature assets by transferring part of the economic interest in the project’s cash flows to other investors while often retaining a minority participation or operational role.
• Initial public offerings (IPOs): IPOs are possible but less common in the Mexican energy and infrastructure market.

Founders and investors participating in these ventures should consider several factors when planning liquidity events:

• Regulatory matters: Energy assets in Mexico are highly regulated and subject to evolving public policy. Changes in the regulatory framework or government priorities can affect asset valuation and exit timing.
• Contractual structure and off-takers: The sale value of the projects often depends on long-term power purchase agreements celebrated between the SPV and the off-takers, transport agreements, or government concessions, which could change due to regulatory changes.
• Community opposition: This is a significant risk for energy and infrastructure projects in Mexico, as conflicts with local or indigenous communities can lead to protests, legal challenges, or site blockades that delay or halt project development. These conflicts often arise from disputes over land rights, environmental impacts, or inadequate consultation processes.

In Mexico, while spin-offs are not a particularly common transaction in the energy sector, they may be used strategically to separate lines of business, ring-fence liabilities, or position assets for a prospective investment or divestiture. In practice, this may involve, for example, the segregation of renewable generation assets from conventional assets, or the separation of regulated and unregulated business units. Unlike other sectors, however, energy and infrastructure transactions of this nature are subject to a heavily regulated environment.

A critical consideration is that spin-offs typically involve a direct or indirect change of control of permit-holding entities, which triggers specific regulatory obligations. Sector regulators require notification and, in certain instances, prior authorisation for any modification to the shareholding or corporate structure of a permittee. Under the Electricity Industry Law and the Hydrocarbons Law, the regulator must verify that the entity resulting from the spin-off, or the new controlling group, satisfies the applicable technical, financial, and legal capacity requirements, as well as ongoing compliance obligations. Accordingly, a spin-off is not regulatorily neutral: it may trigger a comprehensive permit review process, requirements to update or replace security instruments, and even the risk of revocation if compliance with the applicable regulatory criteria cannot be demonstrated.

For this reason, from an M&A perspective, spin-offs in the Mexican energy sector must be structured with careful attention, not only to their corporate and tax implications, but also to regulatory change-of-control rules and restrictions on the transferability of permits and rights. This requires co-ordinating corporate execution with the obtainment of administrative authorisations, providing conditions precedent in the transaction documents, and conducting thorough regulatory due diligence. As a result, while legally permissible, spin-offs in this sector are both less common and more structurally complex, precisely because change-of-control regulation occupies a central role in the protection of the public interest and the continuity of service.

In principle, profit arising from a corporate spin-off is subject to federal income tax (Impuesto sobre la Renta – ISR), as the transaction is generally treated as a transfer and acquisition of assets. However, a spin-off may qualify as a tax-free reorganisation if it satisfies the requirements set out in Article 14-B, Section II of the Federal Tax Code so that it is not considered a transmission of assets and, therefore, a profit:

• Maintaining at least 51% of the voting shares (or equity interests, as applicable) of the parent company in the hands of the same shareholders for a minimum period of three years, provided that those shares are fully paid.
• If the original company ceases to exist because of the spin-off, it must designate, through the extraordinary shareholders’ meeting approving the transaction, the entity that will assume responsibility for filing the final tax returns and any informational filings corresponding to the dissolved entity.
• The spin-off must qualify for the tax treatment applicable to a capital reduction under the applicable provisions of the Income Tax Law.
• The transaction must demonstrate a valid business purpose (razón de negocios), or both the existing and newly created entities involved in the spin-off must be tax residents in Mexico.

It is possible to carry out a corporate spin-off and subsequently merge or sell the newly created entity, provided that the first spin-off has already taken full effect, without any additional requirements applicable to any spin-off or merger. The requirements for each type of business combination are set forth in the General Law of Commercial Companies (Ley General de Sociedades Mercantiles).

Additionally, there are relevant considerations for a business combination:

• Regarding tax matters, if another spin-off or merger is intended within five years following the original spin-off and the parties wish to preserve the tax benefits of the transaction, prior authorisation must be obtained from the tax authorities so that they may verify compliance with the applicable requirements to grant the tax benefit.
• If the spin-off or merger involves the transfer of projects and the related permits and authorisations in the hydrocarbons sector, the competent authorities must be notified so they can review and approve the corresponding change of control of those permits and authorisations to confirm that the new holder also has the technical and financial capacity required to operate the concessions.
• If the transaction involves foreign investment, an application for registration must be filed with the National Registry of Foreign Investments.

Mergers or acquisitions must be notified to the antitrust authority when a transaction results in the direct or indirect acquisition of control over another economic agent, or involves the acquisition of assets, trust interests, equity interests, or shares of another company, and the transaction exceeds the thresholds established under competition law.

A spin-off (escisión) is governed mainly by the General Law of Business Organisations (Ley General de Sociedades Mercantiles) (corporate) and the Income Tax Law (Ley del Impuesto sobre la Renta) (tax). In practice, a straightforward spin-off usually takes three to six months; the statutory minimum is driven by the 45-calendar-day creditor opposition period after publication.

Key steps include:

• corporate approvals, spin-off resolutions (acta de escisión) and financial statements, and incorporation documents for the resulting entity;
• publication in the Ministry of Economy’s electronic system (Sistema de Publicaciones de Sociedades Mercantiles – PSM) as creditor notice; and
• formalisation and registration with the Public Registry of Commerce. No prior tax ruling is required, but the parties must analyse whether the transaction could be treated as a taxable transfer of assets and ensure compliance with the applicable requirements for non-recognition treatment.

Acquisitions of Mexican listed companies are governed mainly by the Securities Market Law (Ley del Mercado de Valores – LMV) and the National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores – CNBV) regulations. Pre-bid stake building is permitted (subject to tender-offer triggers and market practice) but is not common in Mexico.

Key disclosure/tender thresholds include:

• 10% (holdings at/above 10% and below 30% trigger disclosure); and
• 30% (reaching 30% or more generally triggers mandatory tender offer obligations, plus disclosure).

For related parties (personas relacionadas) (eg, directors/officers), changes of 5% also trigger disclosure. Filings are made with the CNBV and the relevant stock exchange no later than the next business day after crossing a threshold or a material change in holding/intent.

Disclosures go beyond % ownership: the acquirer must disclose its intention (or not) to obtain significant influence (influencia significativa) and typically provide qualitative information (purpose, intentions, source of funds, identity/ultimate beneficial owners). Mexico does not have a formal “put up or shut up” rule.

Mexico has a mandatory offer requirement under the Securities Market Law. Mandatory tender offers are governed by the Mexican Securities Market Law and supervised by the National Banking and Securities Commission. A mandatory public tender offer (OPA obligatoria) is generally triggered when an acquirer seeks to acquire 30% or more of the ordinary shares of a listed company. It is common for issuers to reduce this threshold under its bylaws as an anti-takeover provision.

In general terms, the offer must generally be made to all shareholders of all series or classes of shares, including limited voting, restricted voting or non-voting shares. The offer price must meet certain minimum price requirements designed to ensure fairness to minority shareholders. The requirement is designed to ensure that all shareholders can exit at the same price obtained by the selling controlling shareholder.

Typical transaction structures for an acquisition of a public company include:

Public Tender Offer (Oferta Pública de Adquisición – OPA) – the main regulated route to acquire control of a Mexican listed company and, in many cases, mandatory when certain ownership thresholds are exceeded; it may take the following forms:

• Mandatory OPA – Triggered upon crossing 30% (as previously noted).
• Negotiated/Friendly OPA – Agreed with the controlling shareholder(s) before launch but offered to all shareholders on the same terms (including price).
• Voluntary OPA – Launched at the acquirer’s option even if not required.
• Hostile OPA – Extremely rare in Mexico.
• Merger – Can be used to acquire control of a Mexican listed company in different forms:
1. A statutory merger under the General Law of Business Organisations may be used, typically following a prior tender offer; it is less common for listed companies, due to mandatory OPA rules and minority protections, and is more typical for internal reorganisations or already-controlled listed entities.
2. A merger following a tender offer, where control is acquired through the tender offer and the target is then merged into the buyer.

Acquisition of a Controlling Holding Company – instead of acquiring shares in the listed company directly, an acquirer may acquire the entity holding the controlling stake (often used in Mexico due to family-controlled holding companies), and this may also trigger tender-offer rules.

Public company acquisitions in Mexico’s energy/infrastructure sector are typically cash transactions. Stock-for-stock deals are uncommon due to the small number of relevant listed issuers and the additional complexity of listing/registration, as well as more limited equity-market liquidity.

Cash is permissible and commonly used in tender offers (OPAs). Achieving a “cash-out” outcome through a statutory merger is more complex under Mexican corporate law and usually requires careful structuring.

Tender offers are subject to minimum price protections designed to ensure fairness. The minimum price is generally the higher of:

• the volume-weighted average trading price over the last 30 trading days (within a look-back of up to six months); and
• book value as per the latest quarterly report (if there is insufficient trading, book value applies). Independent valuations are commonly required in practice.

Contingent value rights (CVRs) and similar mechanisms are rare; the OPA framework is primarily built for fixed cash or securities consideration.

The stock market regulations establish the framework governing permissible conditions in an OPA. The Mexican regulatory approach reflects a balance between allowing acquirers reasonable conditionality and protecting target shareholders from offers that are unlikely to complete or that can be withdrawn on pretextual grounds.

Some commonly used offer conditions may include:

• Minimum acceptance conditions – the acquirer specifies a minimum percentage of shares that must be tendered for the offer to proceed.
• Regulatory approvals – which may include approval of the offer by the National Banking and Securities Commission, the clearance from the Mexican National Antimonopoly Commission (Comisión Nacional Antimonopolio – CNA), and sector-specific regulatory approvals which are particularly relevant in the energy and infrastructure context, including approvals from the Mexican National Energy Commission (Comisión Nacional de Energía – CNE), and the Ministry of Energy (Secretaría de Energía – SENER), among others.
• No material adverse change (MAC) condition – The enforceability and interpretation of MAC conditions in Mexico has not been as extensively tested through litigation as in other jurisdictions.

The National Banking and Securities Commission shall review and approve the terms and conditions of an OPA before it can be launched. This gives the Commission practical authority to scrutinise and require modification of conditions it considers inappropriate, where the approach is generally to ensure that conditions are objectively determinable and not susceptible to manipulation by the offeror, provided that conditions that depend on the subjective judgement of the offeror are generally not favoured by the Commission.

In addition, the Mexican Securities Market Law imposes certain constraints on the modification and operation of offer conditions. Any modification to the terms of the offer must either be more favourable to the offerees or be previously contemplated in the offer documentation, and material changes may trigger an extension of the offer period as well as withdrawal rights for accepting shareholders.

Furthermore, the regulatory framework reinforces the principle of equal treatment among shareholders. In particular, the offeror may not grant additional consideration or benefits outside the offer to specific shareholders.

Sector-specific regulatory conditions require particular attention given the complexity of energy and infrastructure regulation in Mexico. The satisfaction or waiver of conditions must be publicly announced in accordance with Commission disclosure requirements.

In Mexico, a single “merger agreement” is not typical for public company acquisitions; documentation is usually a set of related agreements, especially where a controlling shareholder sale is followed by an OPA for minorities. Common documents include:

• confidentiality/exclusivity agreements;
• a Memorandum of Understanding (MoU)/Letter of Intent(LOI) (where applicable);
• a share purchase agreement with the controlling shareholder (price, conditions, reps/warranties, covenants, termination, dispute resolution); and
• OPA package documents (offer memorandum/prospectus, financing commitment materials, target board opinion, independent valuation report), plus any support/tender undertakings from key shareholders.

Targets may undertake co-operation/information covenants, ordinary-course and other interim operating covenants, shareholder-meeting covenants where needed, regulatory co-operation, and limited non-solicitation/no-shop provisions, subject to the Securities Market Law (Ley del Mercado de Valores – LMV) constraints on frustrating an offer.

It is not customary for the target itself to give representations and warranties; these are typically provided by the controlling shareholder in the share purchase agreement, while the OPA is governed mainly by regulatory disclosures rather than contractual representations.

The minimum acceptance condition in a Mexican OPA is typically set by reference to the specific control or ownership threshold that the acquirer needs to achieve in order to accomplish its strategic objectives. The relevant legal and practical control thresholds under Mexican law are therefore essential to understanding why minimum acceptance conditions are set at particular levels.

• 30% threshold – acquiring 30% or more of a listed company's ordinary shares triggers a mandatory OPA obligation; therefore, this is a threshold of significant regulatory importance.
• 50% threshold – crossing 50% of the outstanding shares represents a fundamental control threshold as the acquirer has simple majority voting control at shareholders meetings, the ability to pass ordinary resolutions without the support of other shareholders, and effective control over day-to-day corporate governance matters.
• 75% threshold – certain fundamental corporate decisions (such as mergers, bylaw amendments, or capital restructurings) typically require the approval of shareholders representing 75% or more of the outstanding shares.
• 95% threshold and squeeze-out rights (as detailed in 4.8 Squeeze-out Mechanisms) – the applicable regulations provide mechanisms that allow a controlling shareholder to acquire the remaining minority shares once it reaches a very high ownership threshold, typically in connection with delisting processes following a tender offer.

Mexico does not have a classic compulsory “squeeze-out”. Instead, once a shareholder reaches 95%+ of a listed company, it can approve a delisting under the LMV, and the company must launch a tender offer to remaining holders. Minority shareholders are not forced to tender, but delisting typically removes liquidity, making exit commercially necessary. The offer price must comply with statutory minimum pricing rules (market/book value approach) and the CNBV may require an independent valuation.

A post-delisting trust is typically maintained for about six months so that the remaining shareholders can sell at the same price after the offer closes.

Assuming the target is a Mexican Publicly Traded Corporation (Sociedad Anónima Bursátil – SAB) or an Investment Promotion Company (Sociedad Anónima Promotora de Inversión – SAPI) listed on a Mexican stock exchange, Mexican law imposes a "certain funds" requirement as a precondition to launch a tender offer. Articles 95 and 96 of the Ley del Mercado de Valores (LMV) require the bidder to obtain prior authorisation from the Comisión Nacional Bancaria y de Valores (CNBV) and to file the information memorandum, corporate authorisations, and relevant agreements before launching the offer; neither provision requires executed financing documents accompanied by bank certification as a standalone statutory prerequisite. As a matter of law under the LMV, the offer is made by the bidder identified in the offer documents; financing banks that provide acquisition credit are the lenders, not the offeror.

A voluntary tender offer may include financing related conditions, provided they are expressly disclosed in the offer documentation and comply with Articles 97 and 101 of the LMV, which govern the terms and permitted modifications of the offer and the target board's obligations during the offer period, respectively. Mandatory tender offers are subject to stricter constraints and must comply with the equal treatment and scope rules set forth in Article 98 of the LMV, which limits the conditions that may be attached to a mandatory bid.

Mexican law does not provide an exhaustive statutory catalogue of deal-protection measures for public M&A. Any such protection must be assessed against the fiduciary duties of target directors, minority-protection principles, and the tender-offer rules of the Ley del Mercado de Valores (LMV). The most clearly regulated mechanism is Article 48 of the LMV, which permits Sociedades Anónimas Bursátiles (SAB) and, by virtue of Article 21 of the LMV, Sociedades Anónimas Promotoras de Inversión (SAPI) subject to the LMV regime, to include bylaw-based anti-takeover provisions designed to prevent the acquisition of control, provided such clauses are approved at an extraordinary shareholders' meeting and do not contravene the mandatory tender-offer regime or deprive the acquirer of its economic rights. In negotiated transactions, contractual protections such as matching rights, non-solicitation or "no-shop" covenants, information rights, and shareholder support undertakings are the most defensible measures, as long as they are properly disclosed and do not prevent shareholders from deciding freely on the offer.

Article 101 of the LMV is particularly relevant: once an offer is publicly known, the target company, its controlled entities, directors, and senior officers must refrain from acts intended to frustrate it. Break-up fees are not expressly regulated in the LMV; a reasonable fee may be contractually agreed but must not be coercive, must not constitute an undisclosed premium, and must be consistent with the directors' fiduciary duties under the LMV.

Mexican law does not recognise a domination or profit-transfer arrangement for listed companies just because a bidder cannot obtain 100% ownership. The governance rights available to the bidder will depend on the percentage of voting shares acquired, the rights attached to each share series, the target's bylaws, and any validly disclosed shareholder agreements. Under Articles 49 to 51 of the Ley del Mercado de Valores (LMV), holders of voting shares in a Sociedad Anónima Bursátil (SAB) or Sociedad Anónima Promotora de Inversión (SAPI) subject to those provisions enjoy statutory minority and governance rights: each 10% holding entitles the holder to appoint and remove one board member and to request the convening of a shareholders' meeting or a three-business-day postponement of a vote on matters where the holder considers itself insufficiently informed; a 20% or greater holding entitles the holder to challenge shareholders' resolutions judicially. A bidder that acquires control will ordinarily direct corporate policy through the shareholders' meeting and board composition, subject to the LMV's minority-protection, conflict-of-interest, and disclosure rules.

Additionally, Article 49, section IV of the LMV allows shareholders to enter into agreements of the type referred to in Article 16, section VI of the same law, including voting arrangements and share-sale undertakings, provided they are properly disclosed. A squeeze-out solely because of the tender offer is not automatic; any subsequent delisting or restructuring must comply with Article 108 of the LMV, where applicable.

In negotiated public M&A in Mexico (especially with a controlling shareholder), bidders often seek tender/support undertakings from key holders. The LMV permits shareholder agreements (including voting and tender commitments) and requires notice to the issuer for market disclosure within five business days. Whether an undertaking is “hard” or includes a superior offer/fiduciary out is contractual and depends on deal dynamics. The parties must avoid arrangements that create undisclosed premiums or unequal treatment (particularly relevant in mandatory bids).

A tender offer for shares of a sociedad anónima bursátil (SAB) must be authorised by the Comisión Nacional Bancaria y de Valores (CNBV) prior to launch. Articles 95 and 96 of the Ley del Mercado de Valores (LMV) require the bidder to file the information memorandum, relevant corporate authorisations, and supporting documentation with the CNBV, which is the principal statutory authority for authorising voluntary and mandatory tender offers. The stock exchange on which the target's shares are listed plays an important operational and disclosure role – the offer notice, information memorandum, board opinion, and subsequent updates are disseminated through the exchange – but does not replace the CNBV as the primary regulatory authority.

The LMV does not establish a fixed pre-authorisation review period; in practice, the timeline depends on the completeness of the filing and comments raised by the CNBV and the exchange. The statutory offer period is governed primarily by Article 97 of the LMV, which requires a voluntary offer to remain open for at least 20 business days, and by Article 101 of the LMV, which obliges the target board to issue its opinion no later than the tenth business day of the offer period. Neither the CNBV nor the exchange endorses the commercial fairness of the price by authorising dissemination of the offer documents; price-specific statutory constraints arise principally in delisting scenarios under Article 108 of the LMV. In the event of a competing bid or material change, the timetable may need to be extended in accordance with Article 97 of the LMV, and shareholders must be given applicable withdrawal rights.

A Mexican tender offer may be extended if it cannot be completed before its original expiry because a regulatory or antitrust condition remains unsatisfied, provided the possibility of extension and the relevant condition were clearly disclosed in the offer documents. Article 97 of the Ley del Mercado de Valores (LMV) permits the terms of a voluntary offer to be modified before its conclusion if the modification is more favourable to offerees or if the possibility of modification was expressly contemplated in the information memorandum; where the change is material, the offer period must be extended by at least five additional business days and accepting holders must be permitted to withdraw their tenders without penalty. In practice, tender offers commonly include clearance from the Comisión Nacional Antimonopolio (CNA) as a condition and provide for an extension mechanism if that approval remains pending at expiry.

This is consistent with Articles 86 and 87 of the Federal Economic Competition Law (Ley Federal de Competencia Económica – LFCE), which require prior CNA clearance for reportable concentrations before the transaction is consummated or formally perfected. In practice, parties frequently sign and publicly announce the transaction first and then pursue regulatory approvals before or during the offer period, while seeking to have key approvals well advanced before expiry in order to preserve execution certainty.

Privately held Mexican companies are most often acquired through a share purchase, a statutory merger, a capital increase and subscription, or an asset purchase. For a Sociedad Anónima (SA), the share transfer formalities are governed by Articles 128 to 130 of the General Law of Commercial Companies (Ley General de Sociedades Mercantiles – LGSM). Accordingly, companies are obliged to maintain the share registry and will only recognise as shareholders the persons recorded in their Shareholders’ Registry Book. Also, by-laws may require board approval for share transfers. Capital increases require particular attention to pre-emptive rights under Article 132 of the LGSM, unless validly waived or excepted. Statutory mergers are governed by Articles 222 to 225 of the LGSM and require the corresponding corporate approvals, registration with the Public Registry of Commerce, and publication of the merger; in the absence of full payment, deposit, or creditor consent, the merger takes effect only after the three-month creditor opposition period.

When the target is a Sociedad Anónima Promotora de Inversión (SAPI), additional considerations need to be considered, which are set forth in Articles 18 to 22 of the Ley del Mercado de Valores (LMV). These considerations include restrictions on share transfers, mandatory tag-along rights, and any agreed drag-along mechanisms. Other key considerations to bear in mind include by-law and shareholder agreement transfer restrictions, title chain and corporate books conditions, sector-specific permits or change-of-control approvals in regulated industries, CNA merger-control clearance and comprehensive due diligence. Spin-offs under Article 228 Bis of the LGSM may also be used as an implementation tool.

Setting up and starting to operate a new company in certain sectors may be subject to specific regulations, but requirements depend on the subsector. Company incorporation is generally governed by the LGSM; however, regulated energy activities require federal authorisations under the Electricity Sector Act (Ley del Sector Eléctrico – LSE) and the Hydrocarbons Sector Law (Ley del Sector Hidrocarburos – LSH). Key authorities include the SENER and the Comisión Nacional de Energía (CNE), created under the Law of the National Energy Commission (Ley de La Comisión Nacional de Energía – LCNE), with permit-granting authority in both sectors. In electricity, Article 19 LSE requires a CNE generation permit for plants with installed capacity of 0.7 MW or more; supply/commercialisation also requires a separate CNE commercialisation permit (modalities under the Regulation of the Electric Industry Law (Reglamento de la Ley del Sector Eléctrico – RLSE) and market participation arrangements with CENACE where applicable. Projects must also complete the interconnection process (feasibility studies and interconnection agreement with the CFE as Transportista/Distribuidora).

In hydrocarbons, the CNE grants/oversees permits under the Law of the Hydrocarbons Sector (Ley del Sector Hidrocarburos – LSH, while the Agency for Safety, Energy and Environment (Agencia de Seguridad, Energía y Ambiente – ASEA oversees industrial safety and environmental compliance; certain projects require environmental impact authorisation under Article 28 of the LGEEPA, and social authorisations/consultations may apply (eg, ). Statutory processing timeframes include, for electricity permits and authorisations, the 60-business-day period referenced in Article 26 of the RLSE; in practice, timelines often exceed statutory terms depending on complexity, workload and sequencing of ancillary approvals.

The primary securities-market regulator for M&A transactions in Mexico is the Comisión Nacional Bancaria y de Valores (CNBV). Under the Law of the National Banking and Securities Commission (Ley de la Comisión Nacional Bancaria y de Valores – LCNBV), the CNBV is the federal authority that regulates and supervises entities participating in the Mexican securities market. In the context of public M&A, Articles 95 and 96 of the Ley del Mercado de Valores (LMV) designate the CNBV as the authority competent to authorise voluntary and mandatory tender offers for shares of Sociedades Anónimas Bursátiles (SAB). By virtue of Article 21 of the LMV, equivalent rules extend to Sociedades Anónimas Promotoras de Inversión (SAPI) registered under applicable LMV provisions.

Article 70 of the LMV places the National Registry of Securities (Registro Nacional de Valores – RNV) under the CNBV's responsibility; this inscription in the RNV is a prerequisite for shares to be subject to the LMV's public tender offer regime. The Mexican Stock Exchange (Bolsa Mexicana de Valores – BMV) and the Institutional Stock Exchange (Bolsa Institucional de Valores – BIVA) have a role in dissemination, listing compliance, and market operations. Nonetheless, they are not the primary statutory regulators for takeover offers or other M&A transactions in the securities market; that role is reserved exclusively to the CNBV under the LMV. Supervisory authority and sanctions over listed issuers and market intermediaries also rest with the CNBV.

Foreign investment is generally permitted in Mexico. However, the Foreign Investment Law reserves certain activities exclusively for Mexican individuals or entities whose by-laws include a foreigners’ exclusion clause (no foreign participation). These reserved activities include:

• domestic land transportation of passengers, tourism and freight (excluding courier/package delivery);
• development banking institutions; and
• certain professional/technical services linked to national security or sensitive government information.

The Foreign Investment Law also sets foreign ownership caps for specific activities, including:

• Up to 10%: production co-operative companies.
• Up to 49%: manufacturing/commercialisation of explosives, firearms and cartridges; printing/publication of newspapers for circulation in Mexico; freshwater fishing; port administration and pilotage; commercial operation of vessels in domestic navigation; supply of fuels/lubricants for vessels, aircraft and railway equipment; broadcasting; and air transportation services.

In addition, all foreign investment must be registered with the National Foreign Investment Registry (Registro Nacional de Inversiones Extranjeras – RNIE) within 40 business days after it becomes effective (including investments through trusts). For corporate acts (eg, incorporations, mergers, by-law amendments), the notary must verify the relevant registration. RNIE registration is informational (non-suspensory) and does not delay operations, but non-compliance may result in administrative fines.

Mexico does not have a comprehensive, standalone national security screening regime for foreign acquisitions comparable to the Committee on Foreign Investment in the United States (CFIUS). National security considerations are instead addressed indirectly through the Foreign Investment Law, under which the National Foreign Investment Commission (CNIE) may review and, in limited cases, block or condition foreign investments when national security concerns arise. This is assessed case-by-case, typically only for sectors/transactions that require prior authorisation, rather than via a general filing system.

As a rule, Mexico has an open investment regime and does not impose restrictions based solely on the investor’s nationality. Regulatory risk is driven mainly by the target’s activities because Mexico follows a “negative list” approach: certain activities are reserved to the State, restricted to Mexican nationals, subject to foreign ownership caps, or require CNIE approval when thresholds are exceeded.

On export controls, Mexico does not have a single unified export control system, but it regulates exports of strategic goods (including military and certain sensitive technologies) through multiple laws and sector-specific rules. Licences may be required for restricted items, and violations can lead to administrative or criminal penalties. The framework reflects Mexico’s international obligations and is not administered by a single central export control authority.

Mexico has a mandatory, suspensory merger control regime under the Federal Economic Competition Law (Ley Federal de Competencia Económica). “Concentrations” (including mergers, acquisitions of control, acquisitions of assets or shares, and certain joint ventures) must be notified to the Federal Economic Competition Commission before closing when statutory thresholds are met. Transactions in telecommunications and broadcasting are reviewed by the Federal Telecommunications Institute. These authorities may clear, condition, or block a transaction; closing before clearance can lead to significant fines and, in extreme cases, unwind/divestiture orders.

A filing is required if any of three alternative economic thresholds under the Federal Economic Competition Law is exceeded. Thresholds are updated annually based on the Unidad de Medida y Actualización (UMA), which for 2026 is MXN117.31. The principal thresholds are approximately:

• a transaction value in Mexico exceeding 16,000,000 UMAs;
• the acquisition of 30% or more of the shares or assets of a target whose Mexican assets or revenues exceed approximately 16,000,000 UMAs; or
• the acquisition of assets or shares in Mexico exceedingly approximately 7,400,000 UMAs, where the parties involved have combined Mexican assets or revenues exceeding 40,000,000 UMAs.

Thresholds apply regardless of where the transaction is executed, provided there is sufficient nexus with Mexico (eg, assets, operations, or sales in Mexico).

Notifications are pre-closing and mandatory when thresholds are met. Review typically begins with an initial phase of about 30 business days and may proceed to a second-phase in-depth investigation if concerns arise. The authority assesses market concentration, entry barriers, potential foreclosure effects, and efficiencies. Some transactions are exempt (eg, intra-group restructurings with no change of control), but most third-party acquisitions require early merger control analysis. In practice, antitrust clearance is a standard closing condition, and deal documents usually build in time for statutory review periods and potential remedies/conditions.

Under the Federal Labour Law (Ley Federal del Trabajo), M&A transactions do not terminate or restart employment relationships; they continue, and the employer position may transfer with full continuity of rights and liabilities.

A key issue for acquirers is whether the deal triggers an “employer substitution” (sustitución patronal), typically in asset deals or mergers transferring an operating business. If it applies, employees transfer automatically to the purchaser, who must honour all existing terms (salary, benefits, seniority, Collective Bargaining Agreements (CBAs)) and assume labour liabilities. The prior (substituted) employer remains jointly liable with the new employer for obligations accrued before the substitution for up to six months; after that, liability rests solely with the new employer.

Mexico has no works council system and there is no statutory duty to consult employees before an M&A transaction (share or asset deal). Employee/union consent is not required for employer substitution, as long as conditions are not changed to employees’ detriment. However, employees and (if applicable) unions must be formally notified of the substitution, which starts the six-month joint-liability period and supports legal certainty. In unionised workplaces, while consultation is not required for the transaction, unions retain strong rights in collective bargaining and internal governance matters.

In summary, labour risk in Mexico is primarily about substantive liability, compliance and continuity of employment rights (to be addressed through diligence and contractual allocation), rather than procedural consultation.

Mexico has a free foreign-exchange regime. There are no general exchange controls restricting conversion of pesos into foreign currency or transfers in/out of the country. Residents and non-residents may hold foreign-currency accounts and transact in foreign currency.

This enables the free repatriation of capital and investment proceeds (eg, dividends, interest and sale proceeds), subject to applicable tax obligations and banking procedures. As a result, exit strategies such as dividend distributions, refinancing or sale of the target can generally be implemented without currency-related regulatory barriers.

No authorisation or consent from the Banco de Mexico (Banxico) is required to consummate an M&A transaction. Banxico regulates and oversees aspects of the financial system and foreign exchange operations carried out by financial institutions, but it does not review or approve private investment transactions.

• July 2026: Recent constitutional and statutory reforms to the Federal Economic Competition Law reshaped Mexico’s merger control regime by eliminating the formerly autonomous antitrust authority and creating the National Antitrust Commission to oversee competition matters and merger notifications. The reform also strengthens investigative powers, increases sanctions for anticompetitive conduct, and adjusts certain merger control procedures, including the timeframe to investigate unlawful concentrations. For M&A, these changes may increase scrutiny and affect filing strategies, timelines, and compliance in acquisitions and restructurings.
• September 2024: The constitutional judicial reform approved by the Congreso de la Unión introduced popular election of Supreme Court justices and federal magistrates/judges and created new disciplinary and administrative bodies. For M&A, it may create institutional uncertainty in resolving commercial, regulatory and constitutional disputes (especially in regulated sectors such as energy and infrastructure), increasing perceived risks around contract enforcement, precedent stability and litigation duration; this may influence deal structuring, stronger protections (representations, warranties and indemnities), and greater use of international arbitration/alternative dispute resolution (ADR).
• April 2023: The Federal Economic Competition Commission (Comisión Federal de Competencia Económica – COFECE announced formal charges against several economic agents and individuals in investigation file IO-001-2019 for failing to notify competition authorities of business combinations involving the commercialisation and distribution of gasoline and diesel and retail fuel sales arising from acquisitions of service stations. The case underscores that merger control is the key regulatory mechanism for M&A in the energy and infrastructure sectors and confirms that service-station acquisitions may be reportable concentrations even when executed incrementally.
• February 2024: The Supreme Court invalidated several provisions of the 2021 amendments to the Electric Industry Law that sought to prioritise dispatch of electricity generated by the CFE over private generators. In Amparo en Revisión 164/2023, the Court held that the dispatch regime violated constitutional principles of competition and free market access, undermined the wholesale electricity market, and could lead to environmental consequences inconsistent with the constitutional framework. The decision increased legal certainty for private investment and acquisitions of renewable and natural gas generation assets and has materially affected energy-asset valuation in M&A.

The most significant legal development in Mexico in the last three years is the constitutional and legislative energy reform enacted in March 2025, which replaced the 2013–2014 framework, restructured the electricity and hydrocarbons sectors, and enacted eight new laws, which are:

• The Hydrocarbons Sector Law.
• The Law of the State-Owned Enterprise (Ley de la Empresa Productiva del Estado, theMexican major state-owned oil company).
• The Energy Sector Law.
• The Law on the State-Owned Enterprise, the CFE (Ley de la Empresa Productiva del Estado –CFE).
• The National Energy Commission Law (Ley de la Comisión Nacional de Energía).
• The Planning and Energy Transition Law.
• The Biofuels Law.
• The Geothermal Law.

The reform reasserts state control over electricity, requiring the CFE to supply at least 54% of electricity injected into the national grid, with the remainder supplied by private generators.

For renewables, the Planning and Energy Transition Law sets binding planning and policy tools to promote clean energy and emissions reductions; its regulations require national planning to promote:

• expansion of clean energy generation;
• reduction of atmospheric emissions; and
• the sustainable use of energy resources.

Additionally, in November 2025, Mexico announced its Nationally Determined Contribution (NDC) 3.0, adopting for the first time a 2035 greenhouse gas reduction target and aiming for net-zero emissions by 2050 (unconditional target: 364–404 MtCO₂e; target contingent on external financing and technology transfer: 332–363 MtCO₂e.). It also contemplates organic, municipal, commercial, and industrial waste, as well as micro-organisms and enzymes, as alternative lower-emission energy sources. To implement NDC 3.0, Mexico commits to mobilising financing, strengthening institutional capacities across government levels, and pursuing further regulatory reforms.

Mexico currently promotes renewable energy investment mainly through regulatory frameworks and planning mechanisms, rather than large-scale direct subsidies, such as:

• The new electricity framework allows joint investment projects between the State and private developers, typically structured so that the state retains majority participation in generation projects but allows private developers to participate in markets previously restricted to the State.
• Notwithstanding, there are provisions designed to ensure fair competition between the government and private developers in certain markets within the sector.
• Regulations issued by the energy authorities provide permitting frameworks for interconnected self-consumption generation projects between 0.7 MW and 20 MW, allowing industrial and commercial users to develop on-site renewable generation by facilitating the granting of permits.

However, regarding conventional energy sources, the most significant regulatory developments affecting oil, gas and thermal power are also tied to the 2025 energy reform.

The reform transformed the Mexican major state-owned oil company and the CFE into state-owned public enterprises, reinforcing their role in energy generation, refining, and electricity supply. For the CFE, the new framework may indirectly facilitate M&A and investment transactions by establishing special procurement and contracting regimes, exempting it from the Law on Acquisitions, Leases and Services of the Public Sector and allowing greater flexibility in contracting with private parties. It also contemplates public tenders to modernise transmission and distribution infrastructure under mixed-investment schemes, enabling investor participation through joint ventures, project companies, or acquisitions of equity interests in related infrastructure assets.

For the hydrocarbons sector, the new framework allows the Mexican major state-owned oil company to enter contracts and mixed-development schemes with private parties, sharing costs, expenses, investments and risks with private investors. From an M&A perspective, these structures may support joint ventures, farm-ins, and acquisitions of participating interests in upstream and infrastructure projects linked to the Mexican major state-owned oil company operations, creating additional entry points for private capital in Mexico’s hydrocarbons sector.

In Mexico, what a target may provide in due diligence depends on the process and whether the target is listed. In a public tender offer context, the LMV framework and CNBV practice require equal treatment, so the target should make the same material information available to competing bidders on equivalent terms and avoid selective disclosure.

In negotiated/private processes (including auctions), the board has broader discretion to determine scope, typically subject to strict confidentiality undertakings and controlled access to a data room. Information commonly covers corporate records, key contracts, financial statements, material litigation, labour matters and regulatory compliance; in energy/infrastructure, this often includes permits/authorisations, environmental and land/surface rights, and financing documentation. Boards typically balance enabling valuation against protecting trade secrets, competitively sensitive data and personal data (often via redactions/aggregation or staged disclosure).

There are no sector-specific rules that generally prevent due diligence of energy and infrastructure companies in Mexico. The sector’s transparency approach means certain regulatory information (eg, permits/authorisations, tender bases/rules and other public data published by authorities) may be available and useful for diligence.

However, disclosure must still comply with confidentiality obligations and data protection rules, including limits for personal data, industrial/trade secrets and information whose release could affect the security, stability or efficiency of energy markets (eg, strategic infrastructure or commercially sensitive operational/technical data). Accordingly, diligence is typically structured to respect these protections (eg, Non-Disclosure Agreements (NDAs), redactions and controlled access).

A bid must be made public when it qualifies as a public offer or public tender offer under the LMV (ie, an offer made in Mexico through mass media to an indeterminate person for the subscription/acquisition/sale/transfer of securities). Securities offered to the public generally must be registered in the National Securities Registry (Registro Nacional de Valores – RNV).

Generally, no prospectus is required, and the buyer’s shares do not need to be listed for a stock‑for‑stock takeover offer or business combination. However, where a public offer of securities is made, the securities must be registered with the National Securities Registry, and the issuer must file a prospectus containing key investment information, which is subject to prior review and approval by the Comisión Nacional Bancaria y de Valores (CNBV) and publication through official media.

There is no statutory requirement to produce financial statements for cash or stock‑for‑stock transactions; however, producing financial information is standard market practice. Where a public offer is made and securities are registered with the National Securities Registry and offered through an authorised Mexican stock exchange, the issuer must file audited financial statements together with its quarterly and annual reports. Financial statements in Mexico must be prepared, at a minimum, in accordance with the Normas de Información Financiera.

Transaction documents are only required to be filed if the transactions trigger the obligation to report or obtain approval from the Antitrust Commission (Comisión Nacional Antimonopolio).

In business combinations and generally, directors are jointly responsible for:

• confirming shareholders’ contributions;
• ensuring the existence and maintenance of legally required accounting, control, recording, filing and information systems; and
• ensuring strict compliance with shareholders’ meeting resolutions. Directors’ duties are owed to the company, rather than directly to shareholders or other stakeholders; however, shareholders may bring legal actions against directors if those duties are breached.

It is common to establish special committees, and certainly they can be used to avoid any conflict of interest.

Boards are not expected to be actively involved in negotiations. Their role is generally limited to approve or disapprove, recommend or not recommend the proposed transaction and only if pursuant to the by-laws of the company is the approval or recommendation by the board a requirement. Otherwise, the shareholders’ approval is sufficient.

As the board is generally not involved in the negotiations, it not customary to have shareholder litigation challenging the board's decision to approve or recommend an M&A transaction.

When the business combination involves large companies, it is customary that the board and the shareholders require legal and financial advice, including quality of earnings. Although not the norm, a fair opinion may be required.