Shareholders’ Agreements in Private Companies: Overview (Mexico)

The article authored by Ricardo Morales, Antonio De Lisi, Carlos Matsui and Juan Pablo Corro examines shareholders’ agreements as contractual tools that supplement the legal framework set forth in the General Law of Commercial Companies and the bylaws of private companies in Mexico. It explores the differences between bylaws and private agreements, their effects vis-à-vis third parties, and the remedies available in the event of breach.

The analysis also covers the most common clauses found in shareholders’ agreements, including corporate governance provisions, voting rights and supermajority requirements, share transfer restrictions and mechanisms, such as pre-emption rights, rights of first refusal, tag-along and drag-along rights, as well as funding obligations, deadlock resolution and buy-sell arrangements. In addition, the article addresses specific considerations applicable to investment promotion corporations (S.A.P.I.) and drafting best practices aimed at mitigating legal and operational risks.

Consult the full content of the Article here.