1. What is the applicable legislation? The principal legislation regulating foreign direct investment (FDI) in Mexico is the Foreign Investment Law (FIL), published in the Federal Official Gazette (Diario Oficial de la Federación) on 27 December 1993, and last amended on 15 June 2018, and its Regulations. The Regulations for the FIL and the National Foreign Investment Registry were published in the Federal Official Gazette on 9 September 1998. In addition, international treaties for FDI (ie where the investment made by the foreign entity provides either a majority or control of the entity, administration rights or other entitlement of such nature. This refers to any corporate right, not only economical rights to perceive any certain return) known as Agreements for the Encouragement and Reciprocal Protection of Investments (Acuerdos de Promoción y Protección Recíproca de las Inversiones or ‘APPRIs’, per its Spanish acronym) are designed to promote and protect capital cashflow invested in productive sectors. The APPRIs are recognised as generating trust for foreign investors, as they promote a favourable environment for investment and promote economic development.

This table summarises all completed investigations by Mexico’s competition authority (the Comisión Federal de Competencia Económica—COFECE) into alleged cartels, anti-competitive agreements and abuses of dominant positions since 2018. Note—only investigations that have been made public are included in this table. 2024 Investigations under Article 53 of the Federal Law of Economic Competition Case name, companies under investigation and industry Issues Developments Water proofing• Grupo Thermotek• Impac Restrictive agreement—price fixing • Infringement decision issued—03/10/2024; fines totalling MXN 237m imposed Diesel• 3 undertakings and 3 individuals (listed here) Restrictive agreement • Infringement decision issued—12/06/2024; fines totalling MXN 3.4m imposed Investigations under Article 28 of the Federal Law of Economic Competition Case name, companies under investigation and industry Issues Developments Grocery retail• Walmart Concerns Walmart abused its dominant position by imposing abusive conditions on its suppliers • Infringement decision issued—17/12/2024 Alcoholic beverages• Mexican Mezcal Quality Regulatory Council (MMQRC) Concerns the MMQRC abused its dominant position by refusing to provide the certification service necessary for several mezcal producers to be able to market their products • Infringement decision issued—02/07/2024; fines totalling MXN 4.1m imposed 2023 Investigations

NOTE—to see whether notification thresholds in Mexico and throughout the world are met, see further: Where to Notify. 1. Have there been any recent developments regarding the Mexican merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Mexico? There have been significant recent developments in the Mexican merger control regime, including amendments to the applicable law and the creation of a new competition authority. The relevant law is the Federal Economic Competition Law 2015 (Ley Federal de Competencia Económica, Competition Law 2015), as amended through a reform published in the Official Gazette on 16 July 2025, which entered into force on 17 July 2025 (Publicación DOF 16 de julio de 2025 Edición Vespertina, Amendment 2025). The Amendment 2025 establishes the National Antitrust Commission (Comisión Nacional Antimonopolio, CNA) as the new competition authority, to which the powers and functions previously exercised by the Federal Economic Competition Commission (Comisión Federal de Competencia Económica, COFECE) and the Federal Telecommunications

Debt ranking below senior secured debt and above shareholders in a distributions waterfall.

A layer of debt which ranks behind senior debt in right of repayment. It carries a higher risk than senior debt and consequently carries a higher interest rate.

This is the term associated with the middle layer of financing in leveraged buyouts. In its simplest form, this is a type of loan finance that sits between equity and secured debt. Because the risk with mezzanine financing is higher than with senior debt, the interest charged by the provider will be higher than that charged by traditional lenders, such as banks. However, equity provision—through warrants or options—is sometimes incorporated into the deal.

The European Commission has adopted a delegated regulation supplementing Regulation (EU) 2023/1114 (Markets in Cryptoassets Regulation (MiCA)), with regard to regulatory technical standards (RTS) specifying the information required under MiCA, Article 18(2) in an application for authorisation to offer asset-referenced tokens (ARTs) to the public or to seek their admission to trading. The RTS sets out detailed disclosure requirements for applicant issuers, including legal identity, governance and control frameworks, financial projections, liquidity management, and the suitability of key individuals and shareholders with qualifying holdings.

The European Banking Authority (EBA) and the European Securities and Markets Authority (ESMA) have published joint guidelines on the suitability of members of the management body, and on the assessment of shareholders and members with qualifying holdings for issuers of asset reference tokens (ARTs) and cryptoasset service providers (CASPs), under the Markets in Crypto Assets Regulation (MiCA). The guidelines are part of the EBA and ESMA’s efforts to foster a transparent, secure, and well-regulated cryptoassets market, and complement the recently published governance package.

The European Banking Authority (EBA) is consulting on draft guidelines on reporting requirements to assist competent authorities (CAs) and the EBA in performing their duties under the Markets in Crypto-assets Regulation (MiCA). The guidelines aim to ensure that CAs have sufficient comparable information to supervise compliance of issuers with MiCA requirements and provide the EBA with the information necessary to conduct the significance assessment under MiCA. Responses are sought by 15 October 2024.

The European Securities and Markets Authority (ESMA) is consulting on draft technical standards and guidelines specifying certain requirements of the Markets in Crypto Assets Regulation (MiCA) on detection and prevention of market abuse, investor protection and operational resilience. Responses are sought by 25 June 2024. ESMA has also published draft technical standards specifying requirements for co-operation, exchange of information, and notification between competent authorities, European Supervisory Authorities (ESAs), and third countries under MiCA.

The European Securities and Markets Authority (ESMA) has published two consultation papers on guidelines under the Markets in Crypto Assets Regulation (MiCA), covering reverse solicitation and the classification of cryptoassets as financial instruments. Responses are sought by by 29 April 2024. ESMA will consider the feedback in Q2 2024 and expects to publish a final report in Q4 2024.

The European Securities and Markets Authority (ESMA) has published the advice it has received from the Securities and Markets Stakeholder Group (SMSG) regarding ESMA’s Consultation Paper on the EU Markets in Crypto Assets Regulation (MiCA), published on 11 September 2024. The SMSG supports ESMA's initiatives and emphasises the need for National Competent Authorities (NCAs) to have sufficient training and competence in regulating cryptoassets. It suggests that NCAs should coordinate supervision with consumer protection authorities and address rule of law concerns when sanctioning crypto markets.