Holland & Knight's Mexico Practice Areas/Legal Services by Holland & Knight

Mexico Practice: Our Legal Services CORPORATE SERVICES Our Corporate Services Team has experience in the legal matters relating to the operation of Mexican companies, including incorporation, organization and governance, as well as the decision-making process. Our practice includes advising international companies that operate in Mexico, either directly or through subsidiaries or special purpose vehicles incorporated in Mexico, in designing and implementing joint ventures, trusts (fideicomisos), corporate reorganizations, divestitures, spinoffs and dissolutions, as well as advising our clients on day-to-day general corporate matters and foreign investment obligations.

MERGERS AND ACQUISITIONS The attorneys on our Mergers and Acquisitions (M&A) Team work in concert with dedicated lawyers in antitrust, intellectual property, labor and employment, employee benefits, securities, environmental, tax, real estate and other related practices to provide an integrated and cost-effective response to the M&A needs of your business. Our resources and experience are applied to the full range of M&A transactions your business may encounter. We have handled transactions of varying size, including some that have exceeded $5 billion. Deals have included negotiated and unsolicited transactions, mergers, stock and asset purchases and sales, tender offers and leveraged buyouts, "going private" transactions, spinoffs, consolidations and roll-ups, management buyouts, joint ventures and corporate recapitalizations, reorganizations and restructurings.

PRIVATE EQUITY AND FUND FORMATION Holland & Knight's Private Equity Team has the knowledge and experience necessary to assist both foreign and national private equity investors and portfolio companies in all aspects of private equity transactions (either cross-border or local). Using a proactive, hands-on approach, we help our clients develop and implement strategies to successfully achieve their investing and financing goals, adequately and efficiently protecting our clients. Our team offers complete representation for the entire life cycle of each investment. From the conception and creation of a private equity fund through the execution of a liquidity event, we provide comprehensive counsel tailored to your specific needs. Our Private Equity Team also assists our private equity clients in structuring and organizing committed private equity funds. In addition, we regularly represent domestic and foreign partners, institutional investors and fund managers in the formation of both Mexico and offshore funds. We draw upon the extensive knowledge of our investment management, corporate, tax and securities lawyers to efficiently and effectively guide you through the entire fund formation process. Finally, our private equity attorneys are well-versed in structuring carried interest transfers during the fund formation process to create opportunities to minimize potential taxes for private equity professionals.

FINANCIAL SERVICES Our attorneys are highly experienced in all types of financings. Members of our Financial Services Team are focused on local and cross-border financing, including aircraft financing, corporate financing, real estate financing and all other types of asset financing. In addition, we have significant experience in complex financing structures, including equity release financing and subordinated debt.

Our attorneys have participated in highly visible financings and debt restructurings of public companies and local governments in Mexico as well as numerous representations of local and foreign banks in all types of financings.

STRUCTURED FINANCE AND SECURITIZATION Leading Role in Forming the Mexican Securitization Industry Members of our Mexico Practice have been key participants in the formation of the Mexican securitization industry, including the following:  represented Mexico's Infonocat (Instituto del Fondo Nacional para el Consumo de los Trabajadores), a government consumer lending agency for workers, in a MX$2.7 billion (approximately US$200 million) financing with Nacional Financiera S.N.C.  acted as deal counsel in Sistema de Crédito Automotriz's (SICREA) successful completion of its MX$2 billion (US$160 million) program and final MX$250 million (US$20 million) revolving issuance of its 2017 domestic bonds (certificados bursátiles)  retained by the Federal Mortgage Society (Sociedad Hipotecaria Federal, or SHF) to prepare the first set of form documents to implement the inaugural mortgage-backed securitization in Mexico  retained by SHF to amend the Mexican Securities Law to delineate the characteristics of the certificados bursátiles  acted as member of the team supporting Mexico's National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores, or CNBV) in the amendment of the Mexican Securities Law to delineate the characteristics of the certificados bursátiles  provided legal counsel to SHF in the design and implementation of the certificados bursátiles respaldados por hipotecas (BORHIS), which are the mortgage-backed securities used to implement the first mortgage-backed securitizations in Mexico Precedent-Setting Transactions and Structures Our participation in several precedent-setting transactions and our development of a number of structures recognized as the Mexican market standards in securitization include the following:  registration of US$769 million debt program for Mexico's Infonacot and landmark US$130 million debt issuance of certificados bursátiles on the Mexican Stock Exchange; debut of US$230 million debt program and US$12.5 million issuance for Abengoa Mexico on the same stock exchange  advised on the follow-on US$2.5 billion public offering for Fibra UNO, Mexico's first publicly traded real estate investment trust (REIT) and one of the largest REITs in the Americas  designed the legal structure that allowed the state of Mexico to securitize its payroll tax in the amount of MX$2 billion, the first-ever securitization of state taxes in Mexico  represented the government of the state of Veracruz in the securitization of vehicle ownership taxes – the first of its kind for securities issued by a Mexican state – in the amount of MX$6.3 billion  represented a nonbank bank in the first-ever cross-border securitization of bridge loans with the financial guarantee insurance issued by a monoliner  acted as sole legal counsel for the government of the state of Mexico in one of the country's largest debt restructures in the amount of MX$30 billion  represented the North American Development Bank in the first project finance wind project in Northern Mexico

 represented Fondo de la Vivienda del Instituto de Seguridad y Servicios Sociales de los Trabajadores del Estado (FOVISSSTE), the entity in charge of granting housing credits for state workers in Mexico, in the largest cross-border, mortgage-backed securitization in Latin America  participated significantly in the creation of the public debt offerings of states and municipalities by preparing what is recognized as the "model legislation" to enable states and municipalities to tap the capital markets  worked on the amendment of the finance laws of at least 12 Mexican states  currently participating in the drafting of several structured-finance securities laws and regulations, including the regulations for the participation of monoliners in the capital markets and the regulations for Mexican REITs (Fibras)

ENERGY With decades of experience in the Latin America region, our Mexico Energy Practice has a keen understanding of the energy sector and represents all types of companies in the oil and gas, mining and electric sectors, including local industry participants and state-owned entities. Our team has participated in more than 500 energy projects and cases, which has provided them first-hand knowledge of all facets and activities of the energy sector in Mexico. Our Mexico Energy Practice collaborates dynamically with our Corporate and Financial Services practices, which enables us to participate in a wide range of important energy projects, including public contracts and government procurement, project finance, mergers and acquisitions, corporate reorganization, financial restructurings, and regulatory and environmental matters related to the energy sector. This positions us to address client goals with full-service representation and value-added services.

ENVIRONMENTAL Holland and Knight's Mexico City office has established the integration of an environmental law practice that includes lawyers and professionals in complementary disciplines. This provides our clients with a complete range of integral services regarding environmental matters, including consulting and due diligence in fundamental environmental issues for private transactions such as funding, mergers and acquisitions, and the purchase and sale of real estate. Our environmental law attorneys advise clients on the interpretation and application of federal, local or municipal environmental dispositions regarding environmental responsibility, environmental impact and risk, handling of hazardous waste, liability remediation and environmental emergencies. We also provide assistance in obtaining concessions, authorizations, licenses and permits granted by federal, local and municipal environmental authorities, such as environmental impact authorization, risk studies, authorization to modify the use of forest land and concessions to occupy the federal maritime zone, among other matters.

REAL ESTATE Our Mexico real estate team has enormous depth and breadth of experience, and as a result, develops sophisticated solutions to client issues. We handle large portfolios containing both complex and simple leases with equal efficiency, as well as all product types, including office, industrial, flex, retail, hospitality, educational and mixed-use. We represent both landlords and tenants, ranging from small retail and office tenants to large space consolidations and complex tenant equity participations.

In connection with real estate projects, we advise on a range of debt, equity and hybrid financing techniques. We work on behalf of a wide range of clients, including Mexican REITs, banks, lessors, lessees, manufacturers and borrowers. We provide full-service leasing representation to various types of owners and agents – broker/managers, private owners, banks, insurance companies, pension funds/pension fund advisors, REITs, private investment funds and overseas investors – for office, multiuse and retail complexes. In addition to the negotiation of individual leases, we help coordinate the leasing objectives with our clients' overall design, development and management plans for the building. This includes commission and management agreements, development contracts, operation and marketing contracts, construction and architect contracts, as well as agreements with lenders, ground lessors and landlords concerning collateral leasing concerns. Our substantial experience encompasses all areas of land use, development, construction, finance, commercialization, marketing, operation and leasing issues relating to build-to-suit and design-build projects. We have assisted developers and tenants in connection with structuring, negotiating and documenting build-to-suit transactions involving office, industrial, flex, retail, hospitality, educational and mixed-use properties.

ARBITRATION Our International Litigation and Arbitration Team has arbitrated numerous international disputes, both in the U.S. and abroad. We have experience arbitrating complex disputes under many different rules and administrative bodies, such as:  International Chamber of Commerce (ICC)  International Centre for Settlement of Investment Disputes (ICSID)  International Centre for Dispute Resolution (ICDR)  American Arbitration Association (AAA)  United Nations Commission on International Trade Law (UNCITRAL)  London Court of International Arbitration (LCIA)  Japan Commercial Arbitration Association (JCAA)  Inter-American Commercial Arbitration Commission (IACAC)  World Intellectual Property Organization Arbitration and Mediation Center (WIPO)  China International Economic and Trade Arbitration Commission (CIETAC)  Santiago Arbitration and Mediation Centre (CAM Santiago)

LITIGATION Our litigation attorneys regularly handle complex commercial and civil litigation, amparo proceedings, international litigation, securities litigation, bankruptcy and creditors' rights matters, administrative litigation, white collar and enforcement defense cases. We apply our deep experience to handling matters in certain key industries, including construction, government contracts, communications, energy, aviation and environmental. Whether you are a large, medium-sized or small company, we are committed to your satisfaction through responsiveness and the value of the services we provide. Our Litigation and Dispute Resolution Practice offers:

 a full range of advocacy services and a combination of seasoned trial lawyers with alternative dispute resolution lawyers to craft a personalized approach to address each client's unique needs  a highly experienced team that leverages technology, including our own proprietary data management systems, to manage the high volume of paperwork that is endemic to litigation and provide leadership to our clients in the fast-moving field of e-discovery.

INTELLECTUAL PROPERTY Our Intellectual Property Group provides a complete range of legal services designed to help you protect your innovations and succeed in a global competitive market. With a full understanding of the issues and challenges our clients face and extensive experience addressing all forms of intellectual property, we are well-positioned to effectively and cost-efficiently protect your interests. Our team has extensive experience representing our clients before the Mexican Institute of Industrial Property (IMPI) and the National Institute of Copyright (INDAUTOR), as well as in Mexico's various courts and tribunals. Our team of attorneys has represented and advised many national and international clients from a variety of industry sectors in a broad range of complex transactions, processes, proceedings and litigations related to all types of intellectual property rights. We provide our clients with all of the legal services they require, guiding them from the conception of their ideas and innovations to their protection. This includes, if necessary, assisting our clients in any controversy when they need to enforce or defend their valuable intellectual property rights, as well as advising them in any process and transaction.

LABOR, EMPLOYMENT AND BENEFITS In a market characterized by large firms that have employment advisory practices or smaller firms that specialize in corporate labor issues, Holland & Knight's Mexico City office offers the best of both worlds – a rare blend of boutique-style experience, backed by the resources and support of a full-service law firm. Our Labor, Employment and Benefits Group takes a highly proactive approach in helping companies head off problems and resolve disputes, and we also are prepared to litigate aggressively on your behalf if necessary. We represent management in all labor relations matters and fully understand today's employment issues, as well as the domestic and international laws and regulations that affect them. As a result, we are prepared to guide you in a wide range of areas, including employee benefit plan design, implementation and compliance, as we do for clients in virtually every major industry sector in the U.S. and abroad. The firm's labor and employment professionals in Mexico focus on supporting all aspects of corporate issues in the region. They are well-versed in advising Mexican-based companies, as well as foreign companies establishing or conducting business activities in Mexico and other parts of Latin America. Holland & Knight attorneys have extensive experience in collective negotiations with unions, labor litigation (both ordinary and complex constitutional cases), executive compensation and employee benefits, labor management relations, non-compete agreements and workforce reductions. Holland & Knight also has a practice that advises companies in migration and international staffing matters.

REGULATORY AND GOVERNMENT AFFAIRS Holland & Knight's Mexico office has an experienced team of lawyers who advise on regulations issued by the Mexican government and its authorities. Our team counsels clients on regulatory compliance across a wide range of sectors, as well as designs and prepares filings to remedy a lack of compliance. Our experience includes providing counsel on regulatory proceedings to modify, assign or terminate concessions, permits and government contracts, as well as challenging regulatory resolutions and acts.

TELECOMMUNICATIONS Holland & Knight's Mexico City office represents multinational technology, telecommunications, internet and media companies, wireline and wirelines operators, satellite networks operators, broadcasters, mobile virtual network operators (MVNOs) and media content providers on licensing and regulatory matters, sector-specific foreign investment, data privacy, consumer protection, corporate and competition issues. Our attorneys have extensive experience serving as lead counsel in major transactions that have shaped the telecommunications market in Mexico, particularly the mobile and satellite industries. Our work has helped develop public policy concerning infrastructure deployment, government procurement in the telecommunications industry, efficient use of radio frequency bands and a wide range of competition matters in the broadcasting arena. Our substantial experience and capabilities in transactional matters, including competition, regulatory and litigation aspects, make us a key player in the technology, media and telecom (TMT) sector. We advise new TMT companies in the Mexican market, including matters related to fiber-optic developers, satellite technology, mobile facilities-based carriers and spectrum auctions. We counsel clients in regulatory and antitrust matters before Mexico's Federal Telecommunications Institute, the Communications and Transportation Ministry, and other federal departments. In addition, we represent clients in proceedings before trial and appellate courts.

REGULATIONS (NOM), STANDARDS (NMX) AND TECHNICAL BARRIERS TO TRADE Our team possesses deep knowledge of the Official Mexican Standards (NOM) and the Mexican Voluntary Standards (NMX), issued pursuant to Mexico's Federal Metrology and Standardization Law (LFMN) and the World Trade Organization's (WTO) Agreement on Technical Barriers to Trade (TBT). We advise clients on the process for creation of technical regulations and standards, compliance with technical regulations in the fields of information technology, telecommunications, transportation, food and beverage, as well as the textile and clothing industries. When needed, we also advise clients on challenging the creation of these regulations and standards as unnecessary obstacles to trade before international bodies.

INTERNATIONAL TRADE Holland & Knight's Mexico attorneys provide specialized consultancy about the scope and application of the different matters contained in international trade agreements signed by Mexico, including the North American Free Trade Agreement (NAFTA). Our team is well-versed in international trade strategies, customs procedures, regulatory compliance, unfair trade practices, investments, government procurement and disputed resolutions mechanisms under all free trade agreements, the World Trade Organization (WTO) and bilateral investment treaties.

Our work includes monitoring the latest developments in international trade with specific impact on Mexico's trade relations, such as the NAFTA renegotiation, Brexit, the formalization of the Trans-Pacific Partnership 11 (TPP-11), and any other event that could affect our clients' interests.

U.S. FOREIGN CORRUPT PRACTICES ACT Our attorneys have broad experience in representing clients facing issues arising under the U.S. Foreign Corrupt Practices Act (FCPA) as well as other anti-bribery and anti-corruption laws. We handle every aspect of matters involving the FCPA and related U.S. anti-corruption laws, including:  due diligence, auditing sales agents, and developing policies and training compliance materials  establishing controls for handling interactions with governmental officials  investigating potential violations

LATIN AMERICAN INVESTIGATIONS Our Latin American Investigations Team conducts sensitive internal investigations for multinational companies across the region, including those triggered by outside inquiries and those generated as a result of internal discoveries of potential wrongdoing. Our team is made up of experienced former U.S. federal prosecutors and white collar attorneys who can conduct every aspect of an internal investigation in Spanish. When your business is faced with a large investigation, working with Holland & Knight means having access to the sophisticated, broadbased legal resources required to manage such cases effectively and efficiently.

ANTITRUST AND COMPETITION Our Mexico attorneys have vast experience in merger control, investigations and regulatory antitrust proceedings before Mexico's Federal Competition Commission (Comisión Federal de Competencia, or CFC) and the Federal Telecommunications Institute (Instituto Federal de Telecomunicaciones, or IFT) for telecommunications and related markets. Notably, members of our team have participated in the design of Mexico's antitrust laws and regulations. Our experience includes providing counsel regarding mergers, acquisitions, joint ventures and alliances that are sensitive because of high levels of concentration in the market and, in some cases, could trigger antitrust proceedings or become the cause of action for an investigation. We also advise clients on day-to-day operations that comply with the free competition process. We counsel clients that are the subject of investigations or that have been subpoenaed as a part of the evidentiary stage. In addition, we have experience in regulatory proceedings involving award mechanisms and qualification requirements, concessions, government contracts, permits, authorizations, cross-licensing, price caps and asymmetric regulation, privatizations, tariff regulation, merger control and assignments in a number of regulated sectors, such as oil and gas, power, transportation (airports, ports, railroad, multimodal and roads), financial services, automotive, telecommunications and information technology (IT).

LEADING LAWYERS ON YOUR SIDE Members of Holland & Knight's Mexico Practice have been selected for inclusion in leading industry publications based on their work in the region. A number of our attorneys are ranked in the 2018 editions of Chambers Latin America, Chambers Global and Latin Lawyer 250, as well as the 2017 editions of The Legal 500 Latin America and IFLR1000. IJGLobal awarded Holland & Knight's Mexico Practice with the 2015 "Latin American Wind Deal of the Year" for the team's representation of Oak Creek Energy Systems Inc. in a multilayered infrastructure finance transaction regarding the company's Tres Mesas wind farm projects. The firm was also recognized by Petróleo & Energía as one of Mexico's "Top 100 Influential Leaders in The Energy Sector" for 2015, and by LatinFinance 2014 for the firm's role in Fibra UNO's US$2.5 billion follow-on public offering named the "Follow-On Equity Deal of the Year."

PRIMARY CONTACT Luis Rubio Barnetche Executive Partner | Mexico City T +52.55.3602.8006 luis.rubio@hklaw.com