Antitrust and Competition

The Firm’s Antitrust and Competition Practice has been steadily growing in the context of the recent Constitutional Reforms, first in Competition and Telecommunications (2013) and later in the Energy sector (2014), which were passed to aggressively open until-then monopolistic markets and create new business opportunities for local and global companies. Along with such opportunities, companies are facing unprecedented challenges in light of the creation of new and stronger regulators, hefty criminal, administrative and civil penalties and numerous statutes and regulations issued in the recent past. We are in a privileged position to assist our existing and potential clients seeking to take advantage of the newly increased business opportunities among abundant regulation and competition oversight.

 

Our Antitrust and Competition Practice Group has the capabilities and experience to provide legal counsel and representation to major public and private companies and investment funds in the Mexican market, including but not limited to the following:

 

 

- Merger control procedures, including requests for pre-merger approval and negotiation of remedies in domestic and multi-jurisdictional transactions.

 

 

- Identification of risks and preparation of mitigation protocols, including training to executives with high exposure in antitrust matters.

 

 

- Business practices, regulatory and contract review from a competition perspective, to identify and eliminate hurdles to efficient markets.

 

 

- Counseling and representation throughout investigation proceedings initiated by the Mexican Competition Commission, including cartel behavior, abuse of dominance and barriers to entry.

 

 

- Administrative litigation related with antitrust and competition matters before specialized courts.

 

 

- Compliance with the antitrust and competition legislation.

 

 

- Institutional approaches with the Mexican Antitrust Commission, as well as other relevant authorities with powers in competition matters, including the telecom agency (Ifetel) and energy upstream and midstream/ downstream regulators (CNH and CRE, respectively).

 
 
To review our representative clients and highlights of relevant transactions in this Practice Area, please click here
 
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Arbitration and Mediation

Gonzalez Calvillo, S.C. offers seasoned and highly trained arbitrators, mediators, and other qualified Alternative Dispute Resolution (ADR) neutrals on any method of resolving controversies outside the traditional litigation process. We advise our clients on the use, convenience and feasibility of ADR techniques such as arbitration or mediation and we represent them in the corresponding proceedings. We also advise clients and attorneys on drafting arbitration and mediation clauses in contracts and similar documents when appropriate for our clients' objectives. ADR oftentimes represents a faster, less expensive and more confidential means of resolving controversies and interpretations. Another advantage of ADR is that a mediator can be selected by the parties for his or her specific experience, knowledge, and availability.

 

We have used ADR methods to resolve numerous disputes pre-litigation and, depending on the underlying business scenario, have encouraged the use of ADR clauses in the agreements. We have trained other arbitrators and mediators, and have presented seminars on several ADR topics. We originated the establishment of the most important mediation organization in Mexico, the Instituto Mexican de la Mediación, and lead in the writing of the original rules for the process. Today, the most visible and high-profile law firms in Mexico are members of the IMM and meet at least monthly to discuss ADR-related topics. Several partners of our firm, including our founding partner, are dedicated to ADR on a full-time basis and have been designated as arbitrators in landmark cases.

 

As part of our dispute resolution practice, we represent clients in domestic and international arbitration proceedings. Our arbitration experience, established in complex and challenging proceedings conducted before important institutions, enables us to offer highly specialized services. We also advise our clients in negotiations to prevent potential litigation. In addition to conducting complex negotiations or court representations, we are experienced in alternative dispute resolution methods such as mediation and conciliation in an effort to avoid unnecessary disputes and maximize beneficial and efficient results for clients.

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Banking and Finance

González Calvillo, S.C.’s banking and financial practice focuses on diverse aspects of the financial sector, such as secured and unsecured commercial lending, securitization, secured financing, syndicated loans, restructuring, asset financing, sales and purchase transactions and trusts, issuance of debentures, commercial paper, promissory notes and other debt instruments, in both the domestic and international markets, as well as on the formation and expansion of banking and financial institutions, branches and subsidiaries, tailoring our services for each transaction according to its legal implications and complexity.

 

We are leaders in structuring, negotiating, and implementing capital markets and securitization transactions, including equity deals such as initial public offerings and transactions with depositary receipts. We also have a prominent securitization practice, including in the creation of investment funds, mortgage backed securities and other similar securities. 

 

In addition to representing several major domestic and foreign banking institutions, investment bankers, underwriters and private investment funds in connection with the matters described above, González Calvillo, S.C. has counseled foreign asset management companies, agencies and representation offices of foreign banks, regarding transactions in which they or their clients are relevant parties, for purposes of complying with all regulatory registrations required under Mexican law.

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Capital Markets

González Calvillo has a capital markets practice with experience beyond the expectations of the most sophisticated clients and across all major industries in Mexico. Our office works together with major law firms around the world in representing clients in cross-border securities transactions.

 

We represent Mexican and non-Mexican issuers and underwriters in connection with Mexican, U.S. and global offerings of securities and stock exchange listings and placements. We habitually handle equity, debt and hybrid securities offerings and the full range of domestic registered public offerings, U.S. Rule 144A offerings, U.S. Regulation S offerings and private placements. González Calvillo, S.C. also represents major private equity firms (see “Private Equity”) and their portfolio companies in connection with acquisition financings, initial public offerings, exit strategies and subsequent financings.

We also represent issuers and their boards of directors with respect to reporting and other obligations under Mexican securities laws and corporate governance and regulatory matters.  Finally, but certainly not leastly, our team has substantial experience in dealing with governmental agencies and self-regulatory organizations, including the Mexican Bolsa Mexicana de Valores, that regulate our clients; we have traditionally kept close working relationships with our authorities, which translates into more expedited processes and more open approaches from our regulators, for the benefit of our clients.

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Corporate

Recognized for the past years as one of the leading law firms in Mexico in the area of corporate law and M&A, González Calvillo, S.C. renders complete and sophisticated legal services to its clients in this area of practice.  Our ample experience in corporate law, mergers and acquisitions, secured financing, financial markets and antitrust, among others, makes us a firm which can difficultly be compared to or exceeded by other law firms in Mexico in this sector.  González Calvillo, S.C. participates in all types and sizes of transactions involving corporate matters, M&A and private equity, including sales or acquisitions of equity interests, minority stakes and assets, financed purchases, capitalizations, corporate restructurings, spin-offs, split-offs, public tender offers for acquisitions, planning and implementation of partnerships, joint ventures and other forms of associations, and any variation of the foregoing as may be required.  In these transactions, our firm represents foreign and national purchasers, sellers, financial advisors, investors, lenders and borrowers, including public and private corporations, among others. Our services encompass all legal aspects of a corporate nature, particularly the negotiation and drafting of agreements and contracts, such as shareholder or partners’ agreements, purchase and sale agreements, merger agreements and contracts covering consortiums, joint ventures and other partnership arrangements, as well as venture capital and private equity investments.

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Data Protection

Our team has developed a sophisticated practice in data protection matters. Our experience includes analysis of Mexican regulation for domestic and international clients who carry out activities such as the collection, treatment, use and transfer of personal data and personal sensitive data, to determine obligations related thereto.

 

We counsel clients with the review and preparation of data privacy policies and data management guidelines, for full compliance with Mexican law, as well as privacy notices in the activities where they require to do so, such as websites or other kind of service platform that includes data collection.

 

Also, we represent clients in administrative proceedings before the Mexican Transparency, Data Access and Protection Institute.

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E-Business

Numerous domestic and foreign entities wishing to diversify their businesses, taking advantage of the possibilities offered by the world-wide-web, have engaged González Calvillo, S.C. for purposes of rendering comprehensive services in connection with the legal aspects of e-commerce, B2B and B2C commercial websites, transmission of data, privacy policies, and personal data protection, among others. González Calvillo, S.C. has counseled thriving start-up internet companies that have enormous perspectives of growth; we count among our clients an important number of incubators and accelerators of technology projects. The skills and expertise in general corporate practice, mergers & acquisitions, telecommunications and joint ventures & strategic alliances of our attorneys allow us to provide world-class services to these companies at competitive rates.

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Energy, Oil, Gas and Power Generation

González Calvillo, S.C. is a leading law firm in the oil, gas and power sectors in Mexico. We are considered one of the preeminent firms with significant experience and expertise in the development and financing of the most important energy and infrastructure projects in our country.

 

For the past 30 years our lawyers have developed critical knowledge and made key contacts and relationships by working with national and multinational sponsors, developers, banks, export credit agencies (ECA’s), multilateral development banks, international financial institutions, international oil companies (IOC’s), contractors, service companies, investors, private equity funds and other clients in a broad range of projects and transactions related to Mexico's energy, oil and gas and power sectors.

 

Our experience includes participating in the leading and most complex M&A, joint ventures, project finance and infrastructure projects and in all kinds of international public bids in the areas of pipelines, petrochemicals, natural gas distribution, transportation and storage, LNG facilities, power generation, IPPs, solar, cogeneration, EPC’s and PPP’s.

 

As part of our participation in these sectors, we have worked closely with (and sometimes represented) the principal Mexican regulators and former state-owned companies, including Petróleos Mexicanos (PEMEX), PEMEX Exploración y Producción, PEMEX Gas y Petroquímica Básica, PEMEX Refinación, PEMEX Petroquímica Básica, the PMI Group of Companies, the Comisión Federal de Electricidad (Federal Electricity Commission or CFE), the Secretaría de Energía (Ministry of Energy or SENER), the Comisión Reguladora de Energía (Energy Regulatory Commission or CRE), the Comisión Nacional de Hidrocarburos (National Hydrocarbons Commission or CNH), Secretaría del Medio Ambiente  (Ministry of the Environment or SEMARNAT), etc.

 

We have also been closely following the recent Constitutional Energy Reform of 2013, intended to open new investment opportunities both in oil & gas and electricity and revamp the incumbent state-owned companies and regulatory agencies, as well as the subsequent publication of the new secondary legislation and regulations for these sectors.  Our firm also continues to strengthen our institutional relationships with officers of the new PEMEX and CFE and officials from the newly empowered regulatory agencies. Therefore, we are in a privileged position to accompany and advise potential new players in the Mexican market, as well as established companies that wish to expand their operations in the energy sector in Mexico and maximize their opportunities in this exciting new arena.

 

Over the years, members of the Firm have participated in numerous energy and infrastructure projects, to review highlights of our team's experience in this Practice Area, please click here

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Environment and Natural Resources

The environmental team of Gonzalez Calvillo, S.C., is integrated by highly qualified specialists in environmental law. Our services are mainly focused on the design of environmental strategies to facilitate the compliance of our clients with the environmental legal requirements.  Our advice is aimed at helping our clients develop sustainable projects and businesses, and thus, to save costs by preventing fines, closures or suspension of activities caused by the lack of compliance of any environmental obligation. Our services include legal consultancy as well as legal representation in judicial and administrative proceedings.  Our highly specialized lawyers work in coordination and integration with those of the other divisions of our firm, as well as with renowned technical consultancy firms operating in Mexico.  We help our clients process, obtain and renew licenses, permits, authorizations and concessions, at a federal, state and municipal level, and we also work with the cancellation of environmental licenses for companies that have been shut down.  We are renowned for our experience in environmental due diligence procedures, identifying environmental risks and contingencies for our clients in the projects being pursued by them.  Our staff also reviews contracts and structures transactions involving environmental issues, especially in relation to the issuance of carbon credits, providing assistance in projects related to the generation and trading of carbon credits, providing counseling on applicable national and international rules, and evaluating risks and responsibilities in connection with the eligibility and sustainability of different transactions and projects.  Finally, our team excels at the development and structuring of projects within the Clean Development Mechanism established by the Kyoto Protocol.

Our services include, among others: administrative environmental litigation; environmental impact and risk; natural resources; air; environmental legislation and standards; lobbying; arbitration; environmental liabilities; noise; biodiversity; federal maritime zone; oil and gas; biotechnology; fisheries; permitting; climate change and emissions trading; forestry; public consultations; corporate environmental strategies; health and safety; public hearings; ecotourism and conventional tourism; international environmental law; remediation; energy; inspection procedures; solutions to social and environmental conflicts; environmental audits; maritime law; soil; environmental businesses; mediation; water management; environmental criminal defense; mining; waste.

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Franchising, Licensing and Distribution

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Government Procurement

Mexican government agencies, including the State-owned petroleum company, Pemex, acquire more goods and services than any other entity in Mexico, while State and local government agencies spend billions of dollars on products and services each year. This market undoubtedly yields business opportunities for contractors. Commercial engagement with a sovereign, nonetheless, presents ever-changing statutory and regulatory procurement requirements, along with unique processes and consequences. Maneuvering through the intricacies of this complex context requires exceptional skills, knowledge, and experience, and our procurement team is widely recognized for these attributes. Among other related subjects, our lawyers are expertly versed in public policies, governmental teaming arrangements and PPP-type agreements, bid and proposal preparation, bid protests, administrative appeals and objections, outsourcing, privatization, formation of group consortia, national security priority contracting, construction, and natural resources and infrastructure.

 

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Intellectual Property

González Calvillo, S.C. provides legal advice to protect industrial and intellectual property rights, including the assistance in the registration of trademarks, patents, industrial designs, software programs, domain names and author’s patrimonial rights, as well as all aspects of prosecution and advisory services in the fields of patent, industrial design, trademark, copyright, trade secret law and registration request presented by third parties, which can conflict to the rights held by our clients.  Additionally, we have vast experience in the analysis, negotiation and drafting or technology transfer agreements, technical assistance agreements, license and assignments, license and assignment of industrial and intellectual property rights agreements and franchise, as well as their annotation and/or registration before the correspondent legal bodies, if applicable.  Our practice also includes the performance of a specific legal due diligence in this area, in order to identify contingencies related to industrial and intellectual property rights, or any limitations in the exercise of such rights by their owners and/or licensees.  

González Calvillo, S.C.’s industrial and intellectual property group is also integrated by lawyers specialized in the litigation area in order to provide full assistance and attendance in administrative and civil suits regarding industrial and intellectual property rights.

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Joint Ventures and Strategic Alliances

One of the main aspects of our corporate practice is the negotiation and implementation of joint ventures and strategic alliances. As a result of either foreign investment, statutory requirements or business strategies adopted by our clients, we have gained considerable experience in structuring joint ventures and alliances for our clients. Since the formation of González Calvillo, S.C., we have counseled domestic and foreign corporations, private equity firms and investment funds, among others, seeking to do business in Mexico and Latin America through a joint venture or a strategic alliance. Likewise, we have been selected by a large number of joint venture companies to act as their general counsel independent from the shareholders or partners, for their corporate matters, day-to-day legal operations, or specific transactions which require a representation of the joint venture as a whole.

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Labor and Employment

Gonzalez Calvillo, S.C. offers legal advice and full representation encompassing every aspect of labor, employment and benefits laws. Our labor team is comprised of attorneys with specialized expertise who work together with the professionals from the various areas of the firm to ensure full quality client service. Such services include the advice and drafting of work contracts for directors or relevant employees including covenants of non-competition, confidentiality and golden parachutes; the structuring and implementation of profit sharing plans, stock options purchase plans and other stock-related benefit agreements for employees; the assistance in negotiating collective bargaining conventions and agreements with the various labor unions, with effective participation in the negotiation process and in the drafting of such collective agreements; the assistance in identifying existing or potential labor contingencIes revealed in due diligence investigations, as well as the evaluation of preventive remedies; and the drafting of legal memoranda and legal opinions to ensure the best solutions analyzed. Our labor practice also encompasses the full representation of clients in single actions or disputes in state and federal labor courts throughout the country, and the filing of defense suits and appeals at the judicial or constitutional instances.

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Litigation

The firm regularly advises clients on how to prevent and resolve complex disputes, giving support during negotiations and full representation in domestic courts or administrative tribunals, as well as in litigations or disputes with international implications.  Some of the partners of the firm commonly act as arbitrators or litigators in several arbitration or dispute resolution proceedings conducted either in Mexico or abroad before widely recognized arbitral institutions and bodies.

Our litigation practice is led by attorneys with a sound knowledge and wide forensic experience who work closely with the specialists of the firm’s other practice areas as well as with renown technical consultants when appropriate, to ensure clients the most efficient service and minimize costs and legal risks. The scope of our litigation practice includes general commercial litigation matters, shareholders and corporate disputes, intellectual, patent and trademarks claims, bankruptcy and insolvency proceedings (concurso), as well as restructuring or settlement cases, banking and securities litigation and high-profile collection and recovery cases. Our litigation practice also covers any constitutional litigation involved before highest courts.

 

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Mergers and Acquisitions

We have extensive experience providing legal and business advice and counseling to multinational and Mexican companies in all kinds of domestic and cross-border M&A transactions. Our work encompasses joint ventures, strategic alliances, negotiated acquisitions, spin-offs, leveraged buyouts, privatizations, corporate restructurings, cross-border financing, divestitures, sales and purchases of all kinds of assets, stock, equities, and equity-type securities.

 

The Firm advises foreign and domestic clients in all corporate, transactional and regulatory aspects of buying, selling or combining companies and businesses across regulated and unregulated industries. Our Firm’s experience includes privatizations of public entities, international public bids and working with entities of the Mexican government in strategic projects.  Our advice also covers antitrust, project financing and general commercial legal issues.

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Private Equity

 

González Calvillo is renowned for having one of the most visible and prominent private equity practices in Mexico. Our team of lawyers in this area has broad knowledge in the design of state-of-the-art approaches for structuring corporate purchases, strategic acquisitions or investments in privately and publicly held companies.

 

We have advised industry clients in hostile offers (both local and with cross-border implications), regulated tender offers to privatize companies, as well as divestments and purchases of minority holdings. Our capability to work on several transactions of distinct natures, simultaneously and soundly, are largely based in the experience and number of lawyers that comprise our firm. We have the ability to put together robust and efficient due diligence teams for analysis of target companies, by bringing team members from other practice groups such as real estate, environmental law, banking and securities, labor laws, and intellectual property law, as may be convenient or necessary.

 

Of note are our abilities and skills in advising clients on the formation and day-to-day activities of private equity funds and the companies organized to sponsor them, including advise to the individuals that actively manage them. We have organized numerous regulated and non-regulated Mexican and foreign private equity funds and frequently act as counsel for the Mexican government’s funds of funds in the areas of infrastructure, energy, and clean-air projects through long-term, mezzanine and venture capital structures.

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Project Finance and Infrastructure

González Calvillo is a leading firm in project financing and with the infrastructure sector in general. The firm represents financial institutions, governments, multilateral agencies, suppliers, contractors and sponsors in connection with transactions related to the infrastructure sector in Mexico, including power, oil and gas, water, roads, airports, ports, railways, telecommunications and agribusiness. Such participation covers a broad range of legal issues related to the project finance field including the conduction of due diligence and legal audit processes, the legal structure of the relevant project, the implementation and negotiation of the relevant transactional documents necessary to implement the project or to secure any financing related thereto. The firm also intervenes in the general and overall legal advice regarding the compliance with specific laws and regulations, including administrative, land acquisition and tenancy, concession and permit rights and environmental requirements.

 

Infrastructure

 

Seen as a key strategy to combat the continuing effects of the global financial crisis, the Mexican government has been spending aggressively and continues to channel funds to infrastructure projects, with significant investments being seen across the energy and resources sectors and government projects in education, roads, transport, water and health. Mexico is experiencing strong infrastructure growth and we have advised on some of the most significant infrastructure projects in the energy & resources sector. From the development and expansion of toll-roads to major ports and airports, to the financing and development of cross-jurisdictional pipelines, clients have praised our experience, efficient and effective project management, and smart commercial judgment to help accomplish their objectives whilst balancing project risks and keeping up with the extremely demanding Mexican regulatory framework. We have also advised different administrative entities within the Mexican government in modernizing the statutory framework and adapting it to prevailing global market standards and expectations.

 

Gonzalez Calvillo’s infrastructure and project finance team is recognized as a national leader in this field in the Mexican law firm rankings of Chambers and Partners, the International Law Office review and Who’s Who Legal.

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Real Estate

González Calvillo, S.C. represents developers, lenders, investment banks, pension funds, real estate investment funds, domestic and foreign investors and large corporations in connection with real estate-related transactions. Our practice involves the purchase, sale construction, financing, development, management and operation of and investment in commercial, industrial and residential projects as well as the acquisition, lease and operation of farmland throughout the Mexican territory. We also advise on public and private offering of various types of real estate related securities, secured lending transactions, leasing and real estate litigation.

 

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Restructuring and Bankruptcy

González Calvillo, S.C. is amply recognized for its experience in insolvency and restructuring matters, and is a leading legal adviser in Mexico when it comes to complex scenarios of potential bankruptcies and workouts, including multi-jurisdictional processes. Our client list has included leading financial institutions, hedge funds, creditors, licensed and regulated companies, ad-hoc and steering committees, potential acquirers, fiduciary institutions and receivers in connection with the some of the most notable insolvency processes in Mexico. Our litigation team works seamlessly with our financial and corporate practice groups in devising the most convenient solutions and legal approaches for our clients.

 

Given our past and on-going experience and client assistance on buyouts, equity and debt offerings, securitizations and off-balance financings, as well as our knowledge of Mexican laws, practices and uses, we are unequally prepared to provide advice to clients on the most complicated of insolvency situations. Our full-service approach and capabilities also gives an advantage against our competitors in advising on all aspects of any workout, including in relation to areas such as corporate and mercantile laws, litigation, labor and antitrust laws.

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Telecommunications

González Calvillo, S.C. is unequally positioned in providing legal advice in the telecommunications sector.  Our services include fixed, mobile and satellite-based services, DTH, MMDS and cable television, value added services, ISP’s and radio and television broadcasting, as well as all kinds of fixed and mobile telephone services.  Our firm has extensive telecom industry knowledge and assists clients in all kinds of complex matters involving regulatory and compliance matters, structuring of foreign investment projects in Mexican regulated telecommunication entities, mergers and acquisitions, private equity and debt offerings, financings, obtaining permits, licenses authorizations and/or concessions to provide regulated services, and proceedings before the Mexican Ministry of Communications and Transportation (SCT) and telecom regulator COFETEL, the General Bureau of Foreign Investment and the antitrust regulator COFECE, where we are well known for our success ratios.

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