Pro-Bono Corporate Governance for Civil Society Organizations in Mexico

By: Luis Gerardo Ramírez Villela

Civil society organizations carry out their day-to-day operations in accordance with the ordinary operations of any commercial corporation and for such reason they must consider it essential to carry out their corporate governance in the best possible way for the benefit of their associates and to be able to obtain donations for its causes.

Regardless of the legal provisions applicable to each type of organization, they must carry out the implementation of their strategy to implement the appropriate internal and external regulations for due operations not only from a legal perspective, but also from an accounting and tax point of view.

For such purposes, associates and people who work in a civil society organization must know the main rights and obligations of such organization and be familiar with its operational structure through knowledge of the corporate by-laws and general corporate principles applicable to authorized donees (if such organization is authorization as a donor or is processing it).

Likewise, they must consider being up to date on their corporate and contractual issues, and cover any aspects of ethics, compensation and risk management, as well as other strategic areas depending on their main non-profit activity. In this sense, greater importance should be given to the tax aspect in the case of authorized donees so as not to run any risk in getting their authorization revoked.

In this specific case, the fundamental principles would be the same as for any commercial corporation, understanding that they do not have a for-profit activity as mentioned below:

Transparency Associates/partners must have all the information and documentation necessary to manage any risk or potential risk that may arise in their activities.

Responsibility The Board of Directors must report on the activities that the organization has carried out and analyze its operational results to implement new strategies for obtaining donations.

Accountability The Board of Directors must explain the purpose of the organization's activities clearly and describe the results of its performance to generate trust with the public in general.

It is very important that civil society organizations obtain adequate advice not only on legal issues but also on accounting and tax issues, since failure to comply with any of their obligations can have consequences for the cause that each organization supports and, in some cases, case, even being revoked their authorization as a donee.

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).