Practice · 01
Cross-Border M&A
Acquisitions, divestitures and carve-outs between Mexico and the United States, structured to close in both countries.
The matter
A deal is two closings that must happen at once.
When a buyer and a target sit on different sides of the border, every workstream doubles: two corporate regimes, two tax systems, two sets of regulators and two ideas of how a closing works. The price is agreed in one room; the risk lives in the gaps between the two legal systems.
We act for strategic buyers, sellers, founders, family groups and investors. Joaquín leads the structure, the negotiation and the closing mechanics personally, and coordinates tax, antitrust, labor and local specialists so that the deal signed is the deal that closes.
What we handle
Mandates
Acquisitions of Mexican companies and assets by US buyers
Sales and partial exits by Mexican shareholders and founders
Carve-outs and divestitures of business lines
Share purchases versus asset purchases, and the structure in between
Earn-outs, escrow, holdbacks and seller financing
Post-closing integration and reorganization
Where value is lost
Risks we plan for
Liabilities that sit in the Mexican entity and survive the price adjustment
Approvals and consents discovered late: antitrust, foreign investment, lenders, landlords
Labor and tax exposure transferred by operation of law
Signing and closing mechanics that do not match in both countries
Indemnities that cannot be enforced where the assets are
How we build it
Four steps, one lead counsel.
01
Frame
We define what the buyer or seller must own, control or be free of after closing, and work backwards from it.
02
Structure
Entity, tax route, sequencing and approvals, designed before a letter of intent fixes the terms.
03
Negotiate
Diligence findings are turned into price, covenants and protections that hold in both jurisdictions.
04
Close
One closing agenda for two legal systems, followed by the integration steps that make the deal real.
When to call us
Before the letter of intent is signed. The structure, the tax route and the approvals are cheapest to fix before the price is.
Related practice
Tell us what is at stake.
Every engagement begins with a private conversation with Joaquín.
Vega Guerrero
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Dallas
4925 N. O’Connor Road, 2nd Floor
Irving, Texas 75062
Mexico City
Av. Paseo de la Reforma 333, Floor 4, Suite 413, Col. Cuauhtémoc, 06500 Mexico City
Attorney advertising. This website provides general information, not legal advice. Contacting us does not create an attorney–client relationship. Past results do not guarantee a similar outcome. Responsible attorney: Joaquín Vega Martínez, State Bar of Texas No. 24154566, 4925 N. O’Connor Road, 2nd Floor, Irving, Texas 75062.
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