Corporate legal considerations in Mexico: ESG – Pillars of Corporate Sustainability

By: Luis Gerardo Ramírez Villela

Environmental, Social and Governance (ESG) standards help shareholders and stockholders not only to manage potential risks within their corporation but also to identify improvement opportunities in connection with environmental, social and governance principles to be applied in connection with its corporate sustainability.

As of today, corporate sustainability is a big concern not only for potential investors but also for customers who seek well managed and recognized corporations with a sustainability strategy to reach their goals.

It is known that the pillars of corporate sustainability are (i) environmental pillar, (ii) social pillar, and (iii) economic pillar. Depending on the industry sector of each corporation, the relevance of these pillars may vary but, in all contexts, must be considered within their business plan to understand their own sustainability and create an effective plan that will allow them to grow.

Environmental Pillar

In this respect, this pillar is relevant to determine the associated costs for the business operations and the potential risks and liabilities that could have an impact in the day-to-day- business operations. Please note that in Mexico, depending on the location of the business, federal or local laws may apply and therefore specific requirements and joint liability may apply.

Having specific internal environmental policies and controls will help the corporations not only to have a positive financial impact but also a mediatic impact.

Social Pillar

This pillar is relevant not only for the shareholders and stockholders of a corporation, but also for the employees and related parties participating directly or indirectly in the business operations. Maintaining values and internal policies through the creation of codes of ethics and conduct as internal manuals will result in a best practice management for the workplace and scaling up the business.

In Mexico specific labor rules and regulations must be considered not only for the employees but also for third parties providing specific services which would need to be fully regulated in the internal regulations.

Economic Pillar

The most relevant pillar for any corporation since it involves maintaining a profitable business through compliance, governance, and an appropriate risk management. Specifically, and in follow up with ESG’s principles, governance is basic and involves the establishment of adequate and accurate accounting and legal internal regulations which would allow a corporation to generate a sustainability strategy designed for success.

From a legal perspective and considering these three pillars, the best strategy would involve not only the creation of internal codes, manuals and regulations but also performing periodic due diligence processes in order to verify from a compliance perspective that business is being carried out in due course.

Since sustainability involves the entire supply chain of a corporation, the main goal shall be creating a corporate sustainability practice that will generate a positive effect against customers and society, besides the improvement of the business operations.

Restructuring

Müggenburg, Gorches and Peñalosa's restructuring practice includes representation of corporate debtors, hedge funds, in various industries, etc., in restructuring proceedings and bankruptcy equivalents (insolvency proceedings).

Mergers & Acquisitions

We provide services in acquisitions, sales, mergers, spin-offs, reorganizations and co-investments, representing national and foreign clients operating in various industrial and commercial sectors.

Corporate /Transactional

At Müggenburg, Gorches y Peñalosa we provide legal services in all aspects of corporate law practice. Our group of professionals in this area has years of experience providing services to both national and international clients, with the most diverse needs and the highest standards of demand and sophistication in the service. Among our clientele are leading companies in their sectors worldwide, such as automotive, cosmetics, hotels and tourism, food industry, aeronautical industry, computer programs and systems, suppliers of the oil industry, technology, among others.

We advise our clients on the constitution of Mexican companies (commercial and civil) and associations, attending to the needs derived from the industry and/or commerce segment in which they focus their activities and their medium and long-term plans, also providing services for compliance with the regulatory requirements that may apply, including those derived from direct foreign investment, economic competition and obtaining the necessary licenses and permits for its operation. Our services also extend to the provision of corporate services within the ordinary course of business of our clients, including advice on the preparation, review and negotiation of all types of civil and commercial contracts, and the custody, updating and maintenance of corporate books. . We also provide services related to the opening and management of branches in Mexico of foreign companies.

We represent national and foreign corporate and/or investment groups in the acquisition of, and/or merger with, Mexican business entities, and on other occasions we also represent acquired Mexican entities. In both cases, we provide legal audit services to foresee possible contingencies of the operation, locate areas of opportunity and help determine the value of the company to be acquired. Likewise, in representing the acquirer, we prepare the legal documentation of the operation (specifically contracts for the sale of shares and/or association, with all its annexes and accessory contracts), and we carry out their negotiation with the counterparty. Likewise, in these cases we participate directly in the processing and obtaining of any authorizations, permits, licenses and concession titles required for the operation of our clients, and we advise on notices and notifications to government entities, including notifications of resolutions and opinions of the Federal Economic Competition Commission.

We provide advisory services for corporate restructuring and reorganization, also including international corporate groups with a presence in Mexico. In these cases we have worked in coordination with groups of financial and accounting advisors both from Mexico and abroad, and we have coordinated legal audits of subsidiaries of entities acquired in several Latin American countries (Argentina, Brazil, Chile, Colombia and Peru, among others, with local legal advisers in each case).

We advise on operations of association in participation, "joint-ventures", preparation and negotiation of agreements between shareholders, merger and spin-off of legal entities, establishment of trusts of any type, constitution of guarantees on any type of property, repurchase of shares by of companies listed on the Mexican Stock Exchange, as well as in the structure of purchase option plans and other types of specialized corporate operations.

We also provide services for the development of mechanisms that allow the efficient and effective anticipation and management of potential conflicts between shareholders; in this regard, we have represented groups of shareholders of Mexican companies in the implementation of corporate actions to defend their interests against the rest of the shareholders and the Company itself on internal corporate control issues, generally in coordination with litigation areas in matters commercial and civil.

Depending on each particular project or operation, we rely on other specialty areas of the Firm, in order to provide comprehensive services, under the highest standards of quality and efficiency.

Mergers & Acquisitions

We provide services in acquisitions, sales, mergers, spin-offs, reorganizations and co-investments, representing national and foreign clients operating in various industrial and commercial sectors.

Restructuring (Corporate and Financial)

Müggenburg, Gorches and Peñalosa's restructuring practice includes representation of corporate debtors, hedge funds, in various industries, etc., in restructuring proceedings and bankruptcy equivalents (insolvency proceedings).