- Corporate and Tax Reorganizations
CCN attorneys have advised clients as to reorganizations and restructuring of companies and businesses in Mexico through mergers, consolidations, spin-offs, liquidations, capital redemptions, transfer of shares or assets or otherwise. CCN has obtained multiple tax exempt authorization rulings issued by the Mexican Department of Treasury and Public Finance (Secretaría de Hacienda y Crédito Público) for reorganizations of multinational companies with large business operations in Mexico.
- Management of Mexico Lease Portfolio for Fortune 500 Companies
CCN attorneys have extensive experience assisting clients with Mexican real estate matters. Besides advising clients on their acquisitions or dispositions of Mexican real estate, CCN manages the Mexico lease portfolios of many of its clients, including those of several Fortune 500 companies. In these projects, CCN attorneys work with Mexican real estate developers, brokers, real estate managers, opposing counsel and other professionals to constantly review, renegotiate and terminate lease agreements and related documents.
- Relocation of Manufacturing Operations from Europe to North America
A manufacturing company based in the United Kingdom recently worked with CCN attorneys from the Mexico City, Reynosa, Rio Grande Valley and San Antonio offices in connection with the relocation of its entire manufacturing operations to North America. Legal services provided in the United States and Mexico included, among others, the formation of entities in Mexico and the United States, negotiation of build-to-suit and other leases, all permitting requirements, including special permits for the importation of raw materials into Mexico, negotiation of license, supply and other agreements, as well as legal advice on tax, environmental and labor issues.
- Multi-District Intellectual Property Litigation Case Subject to U.S. and Mexican Law
CCN attorneys in the Mexico City, Querétaro and San Antonio offices worked for over four years to reach a successful settlement of a multi-million dollar IP litigation case involving over ten (10) trademarks held by its client, a major industrial equipment manufacturer. CCN worked at the federal level with the Mexican Institute of Intellectual Property or IMPI to overturn all previously registered trademarks and re-register such marks in the name of the rightful U.S. owner.
- Purchase of Large Recreational Hunting Ranch Properties throughout Northern Mexico
CCN attorneys have represented dozens of clients that have purchased large recreational hunting ranch properties in the states of Coahuila, Chihuahua and Tamaulipas. CCN’s U.S. and Mexico licensed attorneys in the San Antonio, Monterrey and Matamoros offices have carried out real property due diligence efforts, negotiated purchase and sale agreements, obtained hunting permits, and dealt with complex communal land (ejido) ownership and water rights issues.
- Acquisition of Neutral Investment Authorization
Although the North American Free Trade Agreement (NAFTA) and other trade and investment related treaties signed by Mexico have resulted in the abolition of most restrictions to foreign direct investment in Mexico, some restrictions and prohibitions on foreign direct investment in Mexico still exist. Such is the case of ownership of agricultural land in Mexico by Mexican entities that are foreign owned. Mexico’s Foreign Investment Law does allow for an exception to certain foreign investment limitations through the authorized use of neutral investment. With the guidance and assistance of CCN attorneys, a U.S. agribusiness company with significant operations in Mexico obtained an authorization to issue Series N shares representing neutral investment, therefore allowing the foreign owned Mexico entity to directly acquire large tracts of agricultural land in Mexico and substantially expand its operation in Mexico.
- Reorganizations of Multinational Corporations’ Mexico Business Units
Large companies often sell, acquire or simply reorganize specific business units that form part of their larger corporate structures. CCN has worked with many clients on such reorganizations, sales and acquisitions. Complex reorganizations typically require legal expertise in multiple practice areas, such as corporate, tax, customs, real estate, intellectual property and labor. CCN’s attorneys help clients navigate Mexico’s legal system, which is strongly inclined toward formal structures, and provide practical and sophisticated advice on how to successfully design and implement such complex corporate and legal reorganizations.
- Development of New Aerospace Industry Cluster in the State of Querétaro, México
CCN attorneys recently advised the government of the State of Querétaro on the creation of the legal framework for a new aerospace industry cluster in the State. As a result of this aggressive economic development effort, Querétaro succeeded in recruiting an aircraft assembly operation of Canadian aerospace company, Bombardier. This is the first such facility in Mexico and includes several aircraft equipment and services suppliers who are locating facilities in Querétaro. The cluster also includes a specialized training center for the aerospace industry. Today, CCN continues to represent clients participating in the aerospace cluster project.
- Acquisition of Special Foreign Commerce Rulings to Facilitate Import-Export Operations in Mexico
CCN attorneys obtained special rulings for companies in Mexico who have encountered gaps in foreign trade legislation and its regulations or impractical provisions that can become obstacles to importing and exporting operations. CCN attorneys in the Mexico City office have filed petitions for special authorization, with consistent success. These authorizations have allowed, for example, one of the largest Mexican maquiladora companies to transport imported merchandise from one facility to another, even when the existing foreign trade regulations did not permit such.
- Financing Transactions
Several financial institutions, funds, private companies, manufacturing companies and other lenders have engaged CCN to handle their portfolio of financial products for businesses in Mexico. CCN attorneys have significant experience in advising clients on the structuring, documenting, securing and enforcing of loans with real property, machinery, equipment, inventory, receivables, intangibles, aircrafts, vessels and other assets in Mexico. CCN recently represented a multinational company as borrower in a US$1.2 billion line of credit transaction secured with assets in Mexico and abroad.
- Formation and Acquisition of Permits for an Affiliated Insurance Company in Mexico
One of the largest U.S. industrial property insurance companies recently received approval from the Mexican federal government to operate in Mexico. CCN attorneys secured the federal approval of what has become the first affiliate of a U.S. mutual insurance to currently hold this type of authorization. The insurance company and CCN assembled an extraordinary team of professionals to work on this project from planning and development of the application through issuance of the final license approving the project. CCN continues to provide legal services to the client’s ongoing insurance operations in Mexico.
- International Purchases, Sales and Joint Ventures
CCN has been actively involved in multimillion dollar contracts and negotiations to purchase a variety of assets and goods to be imported into Mexico or to contract for services from various industries to be rendered in Mexico. U.S. and Mexican clients have been represented by CCN attorneys in joint ventures and other business integration relationships.
- Formation and Representation of Maquiladora Manufacturing Operations
Throughout its history, CCN has represented hundreds of international companies in connection with the establishment of manufacturing, or maquila, operations in Mexico. The firm has responded to different legal challenges, continued changes in Mexican regulation of the manufacturing and exporting industries, complex tax and customs matters, environmental compliance, labor and union issues, among other complicated challenges faced by the maquiladora industry over the years.
- Complex Real Estate Projects in Mexico
CCN has participated in large real estate industrial, commercial and residential projects throughout Mexico. Some of these projects involved conversion of communal (ejido) property into fee simple property and complex structures between U.S., Mexican and other foreign investors. Besides complex real estate considerations, these projects required the negotiation of joint venture agreements, the formation of various Mexican entities, the development of sound international tax strategies and securing financing from multiple lenders.
- Representation of Texas-Based Lender in First Multimillion Dollar Loan to Mexican Borrower
United States licensed attorneys at CCN recently represented a large Texas-based bank in a multimillion loan transaction involving a Mexican borrower. The transaction was secured by real estate located in Texas. The firm advised its client on the international tax, real estate and corporate issues involved in the transaction, which represented the bank’s first major loan to a Mexican national.
- Construction and Start-up of Manufacturing Plant in Reynosa, Tamaulipas, Mexico
A Fortune 500 client recently worked with CCN attorneys from the San Antonio, Reynosa and Rio Valley Grande offices to negotiate the purchase of an industrial site and construction of a multimillion dollar manufacturing facility. The project involved land acquisition, negotiation of construction and collective labor agreements, as well as working with local officials on an incentives package to locate the plant in Reynosa. CCN also handled all the environmental, tax, customs and labor issues related to the new operation.
- Authorizations from Mexican Federal Competition Commission for Construction Materials and Automotive Industry Clients
CCN assisted firm clients obtaining, in two separate cases, unconditional permits approving the concentration of two large constructions materials companies, in one case, and the concentration of two companies in a segment of the automotive industry, in another case. The concentrations allowed the firm’s clients to operate with a 100% market share of certain constructions materials, in one case, and 100% of a specific segment of the automotive industry, in the other, in compliance with Mexico’s Federal Economic Competition Law, defeating the contention that a monopolistic enterprise had been created.
- Recovery of Several Trademarks Improperly Registered by Unauthorized Third Party
After years of dealing with the Mexican Institute of Intellectual Property (IMPI) and Mexican courts, CCN attorneys obtained a favorable final judgment in Mexico involving a well known trademark. The case involved work within Mexico’s District Courts, Circuit Courts and the Mexican Federal Tribunal of Fiscal and Administrative Justice to overturn the registration of six (6) trademarks registered by an unauthorized former licensee and re-register such marks in the name of rightful owner.
- Acquisition and Development of Industrial Park in Reynosa, Tamaulipas, Mexico
CCN recently represented a U.S. corporation and its Mexican subsidiary in connection with the acquisition and development of an industrial park in Reynosa and the marketing and sale of improved lots in the industrial park. The project involved the acquisition of a partially developed tract of industrial property for development into a full service state of the art industrial park with a modern waste water treatment facility. A full range of legal services was provided in connection with the acquisition and development of the park, including the establishment of a Mexican real estate holding company, due diligence in connection with the acquisition of the property, obtaining all permits at the federal, state and municipal levels required for the approval and operation of the industrial park, and preparation of the covenants and restrictions applicable to the park. Additionally, CCN has handled the closings on the sales of several lots in the park.
- Acquisition and Disposition of Businesses and Assets in Mexico
CCN has represented multiple transnational or U.S. based companies with plants, buildings, warehouses and offices in Mexico that acquire additional businesses or that establish new operations in Mexico. Corporate, tax, customs, antitrust, labor, environmental and real estate issues are frequently addressed by CCN attorneys in these projects. CCN has actively participated in recent acquisitions of industrial plants, buildings, tracts of land and businesses in Ciudad Juárez, Monterrey, Cancún, Guadalajara, Veracruz, Saltillo, Tijuana, Querétaro, Los Cabos and other cities in Mexico. CCN recently handled the Mexican legal portion of a complex US$800 million worldwide business divestiture with several industrial plants located in Mexico.
- Sale and Leaseback of Industrial Facilities
CCN recently represented a large U.S. based maquiladora industry company in a U.S. 33.5 MM sale and leaseback transaction involving several industrial facilities in Mexico and the United States.
- Reimbursement of Taxes for Clients Contesting Unconstitutional Tax Reforms in Mexico
Every year the federal and state governments issue tax bills and/or reforms that may affect taxpayers and violate the Mexican Constitution. CCN attorneys throughout Mexico have filed constitutional appeals on behalf of clients contesting such reforms. In 2002 and 2003 CCN filed more than 140 appeals against the federal payroll tax, resulting in favorable judgments and the reimbursement of more than 20 million dollars in unconstitutional taxes paid by its clients.
- Extension of Maquiladora Export Platform
CCN has advised many maquiladora clients on their raw materials and qualifying finished goods with respect to rules of origin in order to legally obtain, under the customs laws of Mexico, Argentina, Chile, Colombia, Venezuela, Peru and Costa Rica, preferential duty treatment on the importation and exportation of finished goods under the scope of various international trade treaties, economic cooperation agreements and the Latin American Integration Association or ALADI, increasing the export base of its Mexican clients with up to a 100% tariff reduction on goods sent to markets other than the traditional destination of the United States and Canada.
- Advice on Mexican Free Trade Zones
Attorneys from CCN’s Mexico City office have advised clients participating as users of Mexico’s Free Trade Zone program, a relatively new feature of Mexican law. CCN is currently working with another U.S. client to become a second Free Trade Zone in Mexico. It is expected that such authorization will allow the firm’s client to introduce goods into the Free Trade Zone, notwithstanding their origin, with preferential duty and customs treatment, as well as to allow such client to provide export services without participating in the IMMEX program or being obligated to comply with extensive regulatory controls.
- Creation of Supplier Hub in Mexico
CCN represented multinational corporations in the establishment of a complex supplier hub in Mexico. The supplier hub is a first-of-its-kind facility in Mexico and a key element of the client’s strategy for supplying the North American and European markets. The implementation of the client’s supplier hub center involved coordinating unique legal, tax and customs considerations and has a resulted in a model for Mexico’s manufacturing industry.
- Large Scale Mexico Real Estate Acquisitions, Financings and Industrial Park Developments
CCN real estate attorneys have been involved in several major real estate projects in Mexico, including: (i) representing a borrower in the financing of real estate portfolios of properties worth over $500 million and located in twelve Mexican cities; (ii) due diligence, financing and acquisition of an $80 million shopping center in Mexico; (iii) representing clients acquiring industrial parks and related assets for amounts exceeding $500 million; and (iv) representing clients in complex acquisitions of communal (ejido) land parcels throughout Mexico, including compliance with special ejido transfer requirements.