Takeaways from the Freshfields Mexico City Forum

Thank you to the more than 100 attendees who filled the room at the Freshfields Mexico City Forum. The event brought together Freshfields partners who have held senior positions at the US Department of Justice (DOJ), the Financial Crimes Enforcement Network (FinCEN), the Federal Trade Commission (FTC), and the Securities and Exchange Commission (SEC), alongside veteran litigation and corporate lawyers from Freshfields and from Mexico, including former officials from Mexico's criminal, financial regulatory, and antitrust enforcement agencies and advisors on Mexico's most important trade and securities reforms.

The Evolving Landscape of Cross-Border Mexico–US M&A

The forum opened with remarks from Ethan Klingsberg, who leads Freshfields’ US M&A practice, and Noiana Marigo, co-head of the firm’s Latin America practice.

Ethan opened by reflecting on his handling of cross-border Mexico-US M&A dating back to the mid-1990s when the Mexican telecom, consumer goods, industrial, and financial sectors were ripe for major investment JVs and even takeovers by US-based multinationals. He described how Mexican companies matured into top-class operators throughout the Western Hemisphere and how his cross-border M&A practice evolved to comprise more buyside work for Mexico-headquartered multinationals. 

Ethan observed how today, many of these Mexican companies have healthy balance sheets and are renowned masters of logistics. Ethan described how many of these Mexican companies, by virtue of their having controlling shareholder groups, have been able to insulate themselves from the short-termist pressures that have plagued and driven many of their US peers to focus too heavily on leveraging their balance sheets and returning cash to shareholders at the expense of capital expenditures, research and development, investments in personnel, and other long-termist and stabilizing objectives. That said, he highlighted how the growth outlook for the giants of the Mexican private sector may be quite limited if they stick to their standalone plans without adding cross-border M&A to their playbooks. 

Ethan then highlighted three areas of opportunity for Mexican cross-border M&A players: 

1. Many companies in the US overly levered their balance sheets during the low interest heyday of the early 2020s and will be hitting a dangerous combination of maturity walls and a higher interest rate environment in the next couple of years. These companies will be prime targets.
2. There are thousands of portfolio companies in the US that private equity funds have held way past their “sell by” dates. For the last few years, the private equity world has muddled through this situation by avoiding sales of these portfolio companies through reliance on fund-level mechanisms – such as NAV loans, continuation funds, and second sales of LP interests – to provide liquidity to their LP investors. Investors though have increasingly soured on these techniques recently. The floodgates on sales of private equity portfolio companies are increasingly opening even if the sale prices are not high enough for the private equity professionals to earn ideal carry. Many of these portfolio companies are in well-run form and will make for excellent M&A partners.  
3. Over the last couple of months, the frontier AI companies have announced special investments in what they are calling “deployment companies,” which are vehicles for bringing AI to operating companies one at a time in a very tailored manner. The prospect of being able to juice synergies by the bespoke application of AI to business combinations may make acquisitions more attractive than ever in history. 

Ethan concluded by highlighting how important each of the day’s panels would be for Mexican companies to engage in these burgeoning M&A opportunities without tripping. 

Noiana Marigo then took the floor and highlighted Latin America as sitting at the core of the work Freshfields does. Within the region, Noiana noted, Mexico occupies a particular place: not only the US’s most important neighbor, but the second largest economy in Latin America. Those who know Noiana know her primarily through her international arbitration practice, where she regularly advises clients on using investment treaties to protect their investments from arbitrary or unfair government treatment or using commercial arbitration as an alternative to local courts. In Mexico, she observed, that work has taken on new significance. Following the judicial reform, Noiana said, in her view, the question of whether domestic courts or international arbitration offer the better path for resolving commercial disputes has been effectively answered: domestic courts are no longer a viable option. But today’s forum, she explained, was about a different and equally urgent conversation — how to manage regulatory risk on both sides of the border, and how to understand the US and Mexican authorities that companies will encounter in doing so. What makes the forum distinctive, Noiana noted, is that the panelists are not merely practitioners — they are former senior officials from the DOJ, the FTC, and the SEC, speaking with direct institutional knowledge of how those agencies operate. 

Both speakers reflected a conviction that Mexico is an important neighbor and economic partner of the US in Latin America, and it sits at the top of Freshfields’ priorities. The forum reflected that commitment.

FTO Designations, FinCEN, FCPA, and Sanctions: What Mexican Companies Need to Know

The combination of Foreign Terrorist Organization (FTO) designations, expanded FinCEN orders, a reinvigorated but focused FCPA enforcement, and a sophisticated plaintiffs bar that is seeking to bring civil cases under the Anti-Terrorism Act (ATA), has created a web of overlapping US criminal and civil liability that reaches well beyond companies that consider themselves subject to US jurisdiction.

The panel was moderated by Freshfields’ Stephanie Brown Cripps, who focuses on global sanctions and trade controls, and featured: Alessio Evangelista, former head of enforcement for FinCEN and deputy chief in DOJ’s Bank Integrity Unit; Timothy Howard, a former federal prosecutor for the Southern District of New York who completed a detail to the Counterintelligence and Export Control Section of the DOJ’s National Security Division; and Gabriel Calvillo Díaz, a former prosecutor for the Federal Department of Justice and Mexico Attorney General’s Office, now serving as Compliance and Corporate Criminal Liability Counsel at Mijares.

FTO Designations and Material Support Liability

The initial panel began by walking the room through key regulatory developments, which included the US Department of State’s designation of eight criminal organizations operating principally in Latin America as FTOs on February 20, 2025 — among them the Sinaloa Cartel, the Cartel de Jalisco Nueva Generación, and six others. The DOJ, Tim explained, swiftly confirmed at the beginning of the current Trump administration that one of their top white-collar priorities is pursuing criminal charges against individuals and entities that provide material support to FTOs, including recently designated cartels and Transnational Criminal Organizations (TCOs).

Tim cautioned that the definition of “material support” under 18 U.S.C. § 2339B can be interpreted far more broadly than many clients initially appreciate: it can encompass tangible and intangible property, financial services, personnel, communications equipment, and transportation. Critically, he added that it also can include extortion or protection payments made to cartels in exchange for permission to operate in cartel-controlled territory — a practice in which these organizations have long engaged. The Lafarge case, he noted, is instructive: the French cement maker pleaded guilty in 2022 to charges brought by DOJ accusing it of providing financial support to ISIS in exchange for permission to operate a plant in Syria. Stephanie weighed in to add that the framework now applies directly to businesses operating in regions where Mexican cartels exercise territorial control.

Tim emphasized that, in general, companies need not have specific intent to support terrorism in order to face exposure. Liability typically attaches, he explained, where a company has “exhibited deliberate indifference” to the fact that their actions provided support to an FTO. 

Stephanie also noted that OFAC has separately designated the cartels as Specially Designated Global Terrorists (SDGTs), imposing further legal and financial consequences for those who transact — even potentially unknowingly — with designated entities.

FinCEN Actions and Financial Institution Risk

Alessio then delved into FinCEN’s targeted financial actions, which he described as deliberately designed to complement the FTO designations. He highlighted that in June 2025, FinCEN issued orders identifying three Mexico-based financial institutions — CIBanco, Intercam, and Vector Casa de Bolsa — as primary money laundering concerns in connection with illicit opioid trafficking, and prohibited covered US financial institutions from executing fund transfers with them. These actions, Alessio noted, were explicitly framed as a further step to deny cartel-affiliated individuals and entities access to the US financial system. He added that, in March 2026, FinCEN expanded its Geographic Targeting Order to further combat illicit cartel activity along the US southwest border.

FCPA Enforcement: A Renewed Focus on Mexico

The panel then turned to FCPA enforcement. Tim explained that the FCPA — the primary US law prohibiting bribery of non-US officials — has been recalibrated under the current administration in ways that directly implicate Mexican companies and their interactions with the Mexican government. He noted that the Trump Administration’s June 9, 2025 FCPA Guidelines direct enforcement agencies to prioritize investigations where the alleged misconduct is associated with cartel or TCO operations, uses money launderers or shell companies that engage in laundering for cartels, or is linked to employees of state-owned entities who have received cartel-connected bribes. The first FCPA-related indictments under the current administration, he observed, targeted two Mexican businessmen alleged to have bribed employees of Pemex, Mexico’s state oil company. He cautioned that the FCPA’s accounting provisions are also directly relevant: mischaracterizing protection payments to cartels as legitimate business expenses in company books and records can itself be a source of criminal exposure.

The Mexican Compliance Perspective

Gabriel then shared valuable perspective on how Mexican law enforcement may be perceiving US enforcement and what these new priorities demand of Mexican companies operating under both US and Mexican legal frameworks. Drawing on his experience as a federal prosecutor in Mexico, Gabriel outlined how the FTO designations and the parallel FinCEN and FCPA actions sit alongside, and in some cases intersect with, Mexico’s own corporate criminal liability framework — a framework that was substantially reformed to create direct institutional liability for companies that fail to implement effective compliance programs. Mexican companies, he cautioned, cannot approach this enforcement environment as a US-only compliance challenge: the obligation to prevent, detect, and remediate cartel-related exposure arises under both Mexican and US law, and the two regimes are increasingly designed to operate in concert. Gabriel also noted that the expanding program of cooperation between US and Mexican authorities — at the prosecutorial, financial intelligence, and law enforcement levels — means that information obtained in one jurisdiction is increasingly available to authorities in the other. For in-house counsel in the room, he said, the most dangerous posture is one that treats Mexican legal obligations as less demanding than the US framework: in his experience, the first question a company faces in any regulatory encounter is whether it can demonstrate that a genuine compliance infrastructure existed, was maintained, and was taken seriously by senior leadership.

Takeaways:

Every company’s risk profile, footprint, and existing compliance infrastructure are different, and no general summary can substitute for a tailored risk assessment. That said, panelists identified several practices that companies operating in this space should consider:

• Identify where your business operations intersect geographically with designated FTOs — particularly in manufacturing, extractives, and energy sectors.
• Enact controls over indirect operators and third parties. Recalibrate onboarding procedures, subcontractor disclosures, auditing requirements, and compliance training. Conduct periodic re-screening and tighten governance around payment vectors — including fees, support services, and contributions.
• Maintain accurate books and records that clearly reflect all transactions and dispositions of assets. Under the FCPA’s accounting provisions, mischaracterized protection or extortion payments are a direct source of criminal and civil exposure.
• Stay current on new FinCEN and DOJ actions and announcements. The enforcement environment is moving fast, and reactive compliance is insufficient.
• Consult counsel promptly when any risk of interaction with FTO-affiliated entities or government officials with cartel connections is identified. Consider self-disclosure options carefully, and early.
• Consult local counsel about developments in the region, including discussions among the local business community and the expanding program of cooperation between US and Mexican authorities.
• Ensure compliance with local law, maintaining adequate documentation to demonstrate due diligence quality, transaction traceability, and internal escalation to authorities where required.

Merger Review in the US and Mexico: The Antitrust Landscape Under the Trump Administration

Paul Humphreys, Freshfields' M&A Partner, moderated the session, framing the discussion around the substantive legal and regulatory developments shaping how deals are getting done in the US today — and acknowledging that any honest assessment of the current antitrust environment requires grappling with the role politics may play in whether a transaction gets the green light or gets blocked.

Paul was joined on the panel by: Christine Wilson, a former FTC Commissioner and Partner in Freshfields antitrust practice; Manuel Galicia, Founder of Galicia Abogados who also served as legal advisor during the NAFTA and Mexico-EU Free Trade Agreement negotiations; and Carlos Mena Labarthe, a former high-ranking official at the Mexican Federal Competition Commission and US FTC attorney who now serves as an antitrust and competition partner at Creel.

The Trump Administration’s Approach to Merger Review

Against the initial backdrop, Christine Wilson offered a headline observation: the climate for completing deals in the US is materially more favorable today than it was under the Biden administration. That said, she was quick to add, this is not a permissive era for deals that raise genuine substantive competition concerns — and cross-border transactions involving Mexican companies face a distinctive set of political and regulatory considerations that demand experienced, specialized counsel.

Christine described the shift from the prior administration as substantial. Under former President Biden, the DOJ and FTC pursued an aggressive posture when it came to structure and behavioral remedies that required M&A parties to “litigate the fix”, i.e., challenging deals in the US courts even where structural remedies might have resolved the concern. The current DOJ and FTC, she explained, have returned to a more traditional remedies-focused approach, in which divestitures and structural fixes are the primary tool for clearing deals that present discrete areas of overlap. Christine observed that, for parties to cross-border transactions, that means more predictable pathways to clearance — but a continued need to engage proactively and substantively with the agencies on the merits of any competition concern.

The Rise of State Attorneys General

Paul flagged what he described as one of the more underappreciated features of the current antitrust landscape: the expanded role of US state attorneys general in merger review. Christine then outlined that State AGs — particularly those in California, Colorado, New York, and Illinois — have emerged as an independent layer of scrutiny for transactions that may have been straightforward to clear at the federal level. She cautioned that, for Mexican companies pursuing US acquisitions, that means potentially dealing with multiple overlapping authorities, each with its own timeline, priorities, and remedial expectations. Given the range of enforcement postures across these offices, Christine noted, deal teams increasingly benefit from counsel with day-to-day relationships at the state level, not just federal antitrust experience — and that experienced deal counsel needs to map that exposure early and build state AG engagement into the transaction timeline and strategy..

Mexico’s CNA: A New Regulator in the Room

Carlos walked the room through Mexico’s new regulatory landscape. Only last year, he explained, Mexico introduced the Comisión Nacional Antimonopolio (CNA) to replace COFECE as its primary antitrust regulator. The CNA brings a distinct institutional posture, Carlos noted, and for cross-border deals with competition implications in both jurisdictions, parties must now calibrate their strategy for both the US agencies and the CNA simultaneously. The CNA and the US agencies are already in dialogue on deals that affect competition in both markets, Carlos observed, and that coordination is only likely to deepen. For Mexican companies, he added, understanding the CNA’s approach to remedies — and how it compares to the DOJ and FTC — is essential preparation for any significant cross-border transaction.

Carlos added that, in his view, the CNA’s early institutional signals suggest it will be more assertive than COFECE in engaging parties proactively at the pre-filing stage — and that companies which approach the authority early, rather than waiting for a formal extended review, are likely to find a more constructive dialogue. He also cautioned that the CNA’s approach to remedies is still evolving as it builds its own precedent base, and parties cannot simply assume that the remedies accepted by the DOJ or FTC in a US process will translate directly into clearance in Mexico. The CNA is developing its own analytical framework, Carlos observed, and particularly in markets where there is meaningful overlap between the US and Mexican competitive effects of a transaction, aligning the remedy strategy across both jurisdictions requires active coordination between US and Mexican counsel from the earliest stages of deal planning. Experienced local counsel with direct relationships with the CNA and a working understanding of its evolving posture is, Carlos noted, an essential part of the deal team for any transaction with material Mexican market effects.

Deal Structuring and Risk Allocation

Manuel cautioned Mexican counterparties that recent high-profile litigation has focused practitioners intently on the precision of efforts clauses in acquisition agreements — moving away from general standards such as “reasonable best efforts” toward more specific, defined commitments around the remedies a buyer will and will not accept. There is also growing specificity, Manuel noted, around what terms like “promptly” mean in the context of a buyer’s obligation to propose and agree remedies with regulators. Mexican counterparties negotiating US-style acquisition agreements, he advised, should pay close attention to these provisions and the exposure they carry.

Manuel also flagged the continued relevance of USMCA’s investment protection framework as a structural consideration for cross-border transactions. For deals involving assets or operations in Mexico, he noted, parties should consider at the outset whether USMCA’s investment disciplines — including protections against expropriation, fair and equitable treatment standards, and access to investor-state dispute mechanisms — are relevant to the risk profile of the target or the acquisition vehicle. The treaty offers meaningful protections, Manuel observed, but accessing them requires attention to nationality, structure, and timing that is far easier to build into a transaction from the start than to retrofit after closing. He cautioned that deal teams focused primarily on US antitrust and securities issues sometimes underweight the treaty-law dimension of Mexico–US transactions — and that the current environment, in which political and regulatory risk has become a live variable in deal underwriting, makes that oversight considerably more consequential than it would have been even a few years ago.

Takeaways:

• In the panelists’ views, the US environment for getting M&A deals done under the Trump administration is significantly more favorable than under former President Biden — but deals with genuine substantive antitrust risk will still be reviewed under traditional antitrust principles and where warranted, challenged. Engaging experienced antitrust counsel from the outset is more important than ever.
• Plan for the state AG layer of review from day one. Do not assume federal clearance alone resolves your exposure in the US.
• If your transaction has a meaningful Mexican nexus, consider how and when to engage with the CNA’s approach in parallel with US agency strategy. Cross-border agency coordination is real and growing.
• Be precise in drafting efforts clauses and remedies provisions. Avoid relying on ambiguous standards, and consider whether terms like “promptly” warrant explicit definition in your acquisition agreement.
• If you are a Mexican company considering a US transaction with antitrust dimensions, prepare early for engagement with both US authorities and the CNA, and build that dual-track engagement into the deal timeline.

The SEC and US Capital Markets: Opportunities and Obligations for Mexican Companies

The final session of the day brought together former senior SEC officials and capital markets practitioners for a frank and practical assessment of both the opportunities that the US capital markets present to access deeper capital markets and a broader investor base, while navigating a regulatory framework that—though rigorous—can be managed with the right preparation.

Erik Gerding, former Director of the SEC’s Division of Corporation Finance, and Melissa Hodgman, former Acting Director of the SEC’s Division of Enforcement, were joined by Rafael Robles Miaja, Founding Partner of Robles Miaja.

Why US Capital Markets Matter for Mexican Companies

Erik opened by making the case for why US capital markets matter to a Mexican audience. The US capital market stands apart globally, he argued — offering unmatched liquidity and depth across market cycles, the largest institutional investor base in the world, and a platform for ongoing capital access and long-term value creation. For Mexican companies entering a phase of expanded participation in global capital markets, Erik suggested, the US represents not merely a listing destination but a benchmark for governance and disclosure, and a gateway to a sustained relationship with sophisticated institutional capital — creating a meaningful opportunity for issuers while also expanding the opportunity set for global investors.

Rafael noted that Mexico is entering that phase now. Mexican companies, he observed, are increasingly meeting the expectations of global investors through strategic sequencing of capital pathways, institutional capability-building, and long-term capital planning. The question for many in the room, he suggested, is not whether to engage with US capital markets, but how — and on what terms.

Rafael drew on his experience advising Mexican companies through successive stages of capital market development to make a more pointed observation: the companies most likely to succeed in US public markets are not necessarily those with the largest balance sheets, but those that have invested earliest in the governance infrastructure that sophisticated US institutional investors demand. That infrastructure — independent directors with genuine authority, audit committees with real oversight capability, disclosure controls that produce consistent and auditable financial reporting, and a legal and compliance function that operates as a genuine partner to management rather than a reactive advisor — takes years, not months, to build with credibility. The window between deciding to explore US capital markets and being genuinely ready to use them constructively is frequently longer than management expects, Rafael noted. While this can represent meaningful upfront lift, companies that approach the process as a near-term liquidity event without the institutional depth to sustain ongoing investor engagement generally will find both the listing process and the post-listing relationship with the market more difficult than anticipated. His advice to those in the room who are serious about this path: begin building the institutional foundation now, without waiting for a specific transaction to drive the decision, as that investment can unlock more durable access to capital and stronger long-term market positioning.

Understanding the Pain Points

Melissa was candid about the demands that accessing US markets places on Mexican businesses. For foreign private issuers (FPIs), she explained, the challenges include the depth of SEC and PCAOB regulatory requirements, the intensity of disclosure and transparency demands, the personal liability exposure of individual executives, directors, and gatekeepers, and the practical challenges of governance transformation required to meet US standards. These are often perceived as barriers to entry,  and the gap between IFRS and US GAAP, and the fragmentation of ESG disclosure expectations across jurisdictions, Melissa added, creates further preparation lift. Audit readiness and PCAOB oversight, she cautioned, require sustained institutional investment well before any public filing — investment that, in turn, supports credibility with investors and regulators alike.

What the Current SEC Is Focused On

Melissa then walked through the SEC’s current enforcement priorities in terms directly relevant to Mexican companies considering or already operating in US markets. Individual accountability, she said, is the defining theme: the SEC is focused squarely on executives, directors, and gatekeepers, with personal liability tied to disclosure failures, financial reporting deficiencies, and governance breakdowns. The Commission, she noted, has established a dedicated cross-border enforcement task force, reflecting the core principle that standards follow capital — and that geography does not limit exposure.

Melissa outlined the core enforcement areas: insider trading and information controls, AML and financial integrity, conflicts of interest, accounting fraud and disclosure accuracy, and transaction integrity including SPACs. For FPIs, she added, the SEC is also tightening eligibility standards, moving toward greater alignment with US disclosure and governance norms. While this evolution may increase expectations, it also contributes to a more consistent and transparent market environment. At the same time, Erik noted, the current SEC is pursuing a “Making IPOs Work” agenda — seeking to reduce friction in IPO pathways, reassess the disclosure burden on issuers, and encourage broader participation in public markets. That effort, he suggested, creates real opportunity for well-prepared Mexican companies.

Takeaways:

While every issuer’s path to and through the US capital markets will differ, the panelists offered the following general observations for companies to consider:

• Build core capabilities early: financial reporting discipline, robust internal controls, and structured disclosure processes are not just requirements — they are the foundation of a sustainable US market presence and can enhance investor confidence and valuation over time.
• Institutionalize governance before you approach the public markets. Independent boards, clear accountability structures, and a strong compliance culture are expectations, not aspirations, and position companies to engage more effectively with global investors.
• Take individual accountability seriously. The SEC’s focus on executives, directors, and gatekeepers means that governance failures carry personal consequences — not just institutional ones.
• Prepare for the FPI evolution. Tighter eligibility standards and greater alignment with US reporting norms are coming, and companies that invest in convergence now will be better positioned when those standards arrive and better able to compete for international capital.
• Remember that the IPO is the beginning, not the end. The real advantage of US markets lies in ongoing capital access, and that requires sustained engagement with investors, regulators, and governance expectations long after the listing date — creating enduring opportunity on both sides, for issuers seeking growth and for investors seeking high-quality exposure.

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The forum was a genuine reflection of Freshfields’ commitment to serving clients operating in Mexico across the full spectrum of regulatory, litigation, arbitration, and M&A matters. We are grateful to every participant — from Mexico and across the firm — who contributed their expertise and insight to making the day possible. We look forward to building on these discussions and to the deepening of our relationships with clients and colleagues in Mexico in the months and years ahead.

This article is a summary of the discussions held at this event and does not constitute a verbatim transcript. Statements may have been condensed or paraphrased for clarity. The views expressed by individual speakers are their own.

Freshfields gratefully acknowledges the contributions of the local practitioners who joined as panelists for the Mexico City Forum — Gabriel Calvillo Díaz (Mijares, Angoitia, Cortes y Fuentes, S.C.), Manuel Galicia (Galicia Abogados), Carlos Mena Labarthe (Creel, García-Cuéllar, Aiza y Enriquez, S.C.), and Rafael Robles Miaja (Robles Miaja) — whose insights helped inform this article.

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