“In 2025, COFECE has already logged 35 merger control cases. At this pace and despite the uncertainty surrounding antitrust enforcement and the economy generally, this could be a record year in merger control”.
Merger control in Mexico has become increasingly complex as agencies ever more resort to tools such as extensive information requests and market testing. This, coupled with more sophistication of staff in certain industries, has resulted in longer proceedings in recent years (see Figure 1). Antitrust enforcement in the telecommunications and broadcast industries will come back to the new agency, and Congress currently analyzes proposals to lower filing thresholds4 and to incorporate a new category of reportable transactions5. This, together with potential further staff cuts in the name of government efficiency can create an even greater workload for the Merger Control Division, which will likely result in longer review periods, unless the new agency is able to revitalize the obsolete fast-track procedure. The latter may be true even for non-issue acquisitions by private equity funds or for real estate transactions, where the average timing estimate has increased from 1.5-2 months to 2.5-3 months. 6
Data for 2024 is not available yet, but growth trend is likely to continue due to unlimited extensions in RFIs and increasing market tests and review of internal documents and e-mails/messages.
Mexico's antitrust landscape is changing rapidly. In response to domestic political pressure as well as global trends of bringing competition law closer to consumers, Mexico will have a new antitrust law and a new antitrust authority. Antitrust in Mexico is not disappearing though. Rather, it is evolving into a "whole-of-government" approach that will likely reflect the priorities of the administration, and intensively use enforcement tools in industries that are more sensitive to the working class and low-income communities while trying to ensure compliance with the USMCA1. These changes are taking place against the backdrop of a profound overhaul of the judicial system, which is expected to be more favorable to the agenda of the current government.
What can we expect to see in Mexico in the short term? A combination of legacy and innovation. Key officials from the Mexican antitrust authority, COFECE, are expected to remain in place. This will provide continuity to current trends in merger control and investigations. Notwithstanding, the legislature has already expressed the need for faster proceedings (including investigations), higher fines and a wealth-redistribution approach, this last one under the guise of excessive pricing sanctioning and enforcement. Also, while the law may include references to market neutrality2 it is no secret that the Mexican government's industrial policy includes a big push for state-owned companies, particularly in the energy sector (and perhaps also in the telecommunications sector -given the recent acquisition of Altán3 ). This will naturally create an interesting mix in the already politicized antitrust arena.
Against this background, companies and dealmakers need less speculation and more fact-based insights. This document presents what we believe are key trends and potential changes to keep an eye on when assessing the regulatory implications of transactions and investigations with a Mexican component.
“The new agency may prefer the route of pursuing market investigations instead of abuse of dominance cases, as it reduces the burden of proving market power or a specific conduct of the investigated companies”.
A shift of enforcement priorities for the new antitrust agency is also expected. Since its establishment, COFECE had a strong focus on opening energy markets and regulating state-owned companies.
However, these companies became central to the government's industrial policy and played a key role in recent constitutional reforms that effectively rolled back the previous energy and telecommunications reforms of 2013. Therefore, investigations are likely to keep shifting to other sectors that are sensitive to Mexican consumers and the new law is likely to include (i) higher fines9, (ii) shorter investigation terms10, and (iii) stringent measures for obstructing dawn raids or ignoring summons (i.e., 36-hours detentions)11.
The intention of the legislators is to use all available enforcement tools. Both of the proposed bills signal the intention to increase the number of third-party complaints12. Higher procedural fines and coercive measures (e.g., for refusing to cooperate or providing false information) are set to be used as a mechanism to facilitate the agency’s work.13 Incentives for certified compliance programs are included in one of the proposed bills to promote self-regulation and raise awareness among companies. Considering the “whole-of-government” approach, the new authority could also pursue a more coordinated enforcement with other government agencies.
Finally, companies should be aware of Mexico's slow but steady trend toward private enforcement. COFECE filed its first-ever class action lawsuit last year14 and one of the proposed bills takes a step into facilitating claims by clarifying when could it be pursued and the statute of limitations.15 The new agency's imminent relocation as part of the Federal Public Administration may encourage coordinated actions with the consumer protection agency to boost damages claims. If needed, current legal barriers to private enforcement may also be overcome by the official party's supermajority in Congress and the renewed judiciary.
On average, 95% third-party complaints were dismissed by COFECE, most due to procedural issues and formalities.16
Energy/utilities, transportation, agri-food, pharma, and financial services are some of the most recurrent sectors in investigations
The average individual fine has been ~USD$1m for each sanctioned company.17
A more complex and multi-level interaction with the government is on the horizon. Mexico is part of a global trend to integrate antitrust into a larger policy strategy, aligning it with broader industrial policy objectives, but the government has made it clear that antitrust violations will be vigorously prosecuted. We expect the new law to continue the trend of even more strict merger control enforcement which, together with its new tools and expanded jurisdiction, may result in longer reviews and deadlines. Considering that the primary driver of these changes is the strengthening of the executive branch’s power, we believe the technocratic approach -already diminished in the previous administration- will likely remain less relevant in the current one. A deep knowledge of our formalistic regulation and intricated judicial system will be key to secure timely approvals and win cases in the coming years.
“We are confident that we are uniquely positioned to help our clients navigate these uncertainties and challenges, bringing our extensive regulatory and public sector knowledge to the table”.
Mexico's transformation in its competition framework is now complete. Following the publication of the amended Federal Economic Competition Law and the confirmation of the new Commissioners, the National Antitrust Commission ("CNA") is now fully in place. As of today, the CNA will officially replace COFECE and assume all competition-related powers across all sectors, including telecommunications and broadcasting.
The new antitrust framework focuses on sectors critical to low-income populations, while aiming to remain compliant with USMCA obligations. By implementing industrial policy into competition enforcement, Mexico joins a global trend where antitrust aligns more closely with government agendas.
The reform preserves the basic structure of the existing law but introduces sweeping changes. These include lower thresholds for mandatory merger notifications, higher fines, faster timelines for investigations and merger reviews, and stronger penalties for procedural breaches (including the lack of cooperation with the authority). It narrows the scope of leniency programs and legal privilege. Finally, it formalizes existing agency practices, promotes the compliance programs, and facilitates private damages litigation, signaling a more aggressive enforcement environment.
• Continuity: Current chairwoman of COFECE
• Chair of the International Competition Network (ICN) as of May 2025, and Vice chair of the OECD Competition Committee bureau.
• Holds a Law degree from Universidad Iberoamericana and an LL.M. from The University of Chicago.
• With over 10 years of experience at Mexico's COFECE, serving in investigative, advocacy, and roles before becoming Commissioner in 2022 and chair in 2023.
Three years, finalizing 2028
• Continuity: Current Commissioner of COFECE.
• Holds a PhD at Georgetown University and a Bachelor’s and Master’s in Economics from UNAM and El Colegio de México.
• Served as General Coordinator of Economic Analysis at COFECE, and worked as advisor to the Board of the IFT, as well as in the National Pension Funds System (CONSAR).
Four years, finalizing 2029
• Holds a Master’s and Bachelor’s degree in Economics from UNAM.
• Recently served as Executive Coordinator at the National Regulatory Improvement Commission (CONAMER). Previously served as Director General of Competitiveness and Competition at the at Mexico’s Ministry of Economy. Previous relevant roles include serving as Deputy Director and Advisor to the Board of Commissioners at COFECE (2015-2016), and leadership positions at the Energy Regulatory Commission (CRE) in electricity market structure and competition analysis.
Five years, finalizing 2030
• Holds a Law degree from Universidad La Salle, a Master’s in Law and PhD studies at Universidad Panamericana, with specializations in administrative, banking, fiscal, and economic law.
• Currently serving at the Mexican Judiciary. Previous relevant roles include Director of Contentious Affairs at COFECO (COFECE’s predecessor), Head of the Investigative Authority of the IFT and directorates of legal affairs at multiple government agencies.
Six years, finalizing 2031
• PhD in Social Sciences with focus in Sociology from El Colegio de México, with doctoral stay at the Universidad Autónoma de Barcelona. Holds a Master’s in Labor Studies and Bachelor’s in Sociology from Universidad Autónoma Metropolitana.
• Expert on labor affairs, she is currently implementing the Labor reform in Mexico. She was also Secretary of Labor and Employment for Mexico City Government.
Seven years, finalizing 2032
Below is a table summarizing of the key changes that global practitioners and companies with operations in Mexico should watch closely for their transactions and operations in Mexico:
The Current Law monetary thresholds are based on (i) size of the transaction, (ii) size of the target (assuming an acquisition of 35% or more), and (iii) size of the parties.1
Establishes a one-year statute of limitation for below-the-radar transactions.2
Reduction of the monetary thresholds by approximately 11%-17%.3 Reduction of the acquisition threshold from 35% to 30% of the shares or assets of the target.
Expands the statute of limitations for below-the-radar transactions to three years4.
Reduction of the monetary thresholds by approximately 17%-40%.4 Includes a new threshold for JVs and collaboration agreements based on the size of the parties.
Expands the statute of limitations for below-the-radar transactions to three years.
Andrea Marván Saltiel – Chairwoman
For merger control, the Current Law mandates that a decision should be issued in 60 business days (plus an additional extension of 40 business days).
The 120 business days investigation period can only be extended 3 times. Term to issue a final decision in investigations was also reduced from 40 days in the Current Law to 30 days6 . The Board of Commissioners period for ruling on merger-control filings is reduced from 60 to 30 days, from filing admission7. On barriers to competition and essential input investigations8, periods for (i) issuing a statement of objections, and (ii) for the Board of Commissioners to issue a ruling, are reduced from 60 to 40 days. Nonetheless, timelines will heavily depend on budget constraint and staff resources of the new commission.
Among others, Current Law establishes an exception to report (i) foreign transactions of companies acquiring targets with no assets or subsidiaries in Mexico,9 and (ii) acquisitions by investment funds merely for speculation purposes.
It removes both exceptions. Local Nexus with Mexico can now apply to transactions with targets that have sales to Mexican consumers even if having no assets or subsidiaries in Mexico. In addition, transactions by any type of investment vehicle can be captured regardless of its purpose.
Same as Current Law.
The concept of limiting the capacity to compete is not provided for in the Current Law as abuse of dominance conducts10. Current law focuses on foreclosure when addressing abuse of dominance
In addition to foreclosure, it considers that wrongfully “limiting the capacity to compete” of other agents in the market is within the scope of abuse of dominance.
Current Law establishes fines 11 for both substantive and procedural infringements, e.g., (i) submit false information, (ii) cartels (up to 10% of the company’s income), (iii) abuse of dominance (up to 8% of the company’s income), (iv) unlawful mergers (up to 8% of the company’s income), (v) unreported mergers (up to 5% of the company’s income), among others.
Provides for fines up to 50% as high for substantive infringements (e.g., cartels, abuse of dominance, and unlawful mergers)12 and higher fines for procedural infringements such as providing false information.13 In addition, it includes coercive measures for obstructing dawn raids14 or failing to appear at a deposition15. Contemplates limitations to contracts with government entities if sanctioned for bid rigging16.
Legal privilege has virtually no regulation in Mexico. COFECE issued some Regulatory Provisions18, establishing a qualification procedure, at the request of agents. A qualifying committee within COFECE reviews the requests and determines eligibility. If applicable, excludes or returns the information, restricting access to non-authorized officials to ensure protection.
Establishes a “first look, then-decide” procedure similar to COFECE’s current provisions. Suspensive and applicable to all procedures. In-house lawyers and economists will not be considered to have privilege.19
The Current Law does not provide any benefits or regulations regarding the implementation of antitrust compliance programs.
Compliance programs that are certified by the new Antitrust National Commission (CNA) can reduce fines. The CNA will certify compliance programs (subject to an application fee), and such certification will be valid for three years.20
Same as Current Law.
Comisión Federal de Competencia Económica (COFECE, Federal Economic Competition Commission)
Independent constitutional body, autonomous from the executive branch. Seven commissioners, including a Chairperson, picked by the President from a pre-selected shortlist of those passing applicable technical exams and ratified by the Senate. They serve staggered terms of nine years.
Comisión Nacional Antimonopolio (Antitrust National Commission)
Independent agency attached to the Ministry of Economy. 21 Five commissioners designated by the executive branch and ratified by the Senate.22 Seven-year staggered terms. President will directly appoint the Chairperson for a three-year term, with the possibility of one reelection. Executive branch can remove Commissioners due to serious cause.
Instituto Federal de Telecomunicaciones (IFT) has jurisdiction over antitrust matters in telecoms and broadcasting sectors. COFECE has challenged IFT for jurisdiction over certain sectors (e.g. digital markets), which has resulted in delays in merger control cases, for instance.
CNA has jurisdiction over antitrust matters including telecoms and broadcasting. No more merger control jurisdictions or investigations disputes with the Telecommunications agency. The Proposal establishes procedures to review and impose measures on cross-ownership, concessions, determination of Predominant Economic Agents and asymmetric regulation for those dominant players. Strict coordination with the new Digital and Telecommunications Agency and new Commission for Regulating Telecommunications (CRT).23
The Current Law provides for the possibility to carry out dawn raids and depositions to investigate potential violations to the law.24 It includes the obligation to “facilitate access” during a dawn raid and fines for not showing to a deposition.
Establishes higher fines for not showing to a deposition or not cooperating during interrogation 25. The lack of cooperation during dawn raids, depositions and other proceedings is not explicitly mentioned as an aggravating factor when calculating fines.
The Current Law provides for the possibility to apply for a Leniency program in cartel cases.26 The first applicant is entitled to a full fine waiver and avoid criminal prosecution regardless of whether the investigation has already begun or not.27
It also includes fine waivers or reductions for abuse of dominance and unlawful mergers, provided that the parties cease the conduct and offer remedies at any stage of the investigation phase.28
The leniency program is more restricted.
Adherence to the program can only be requested before the third extension of the investigation procedure.29
Proposes that the Agency will have new faculties to issue specific regulations on fine reduction and leniency programs.40
The Current Law contemplates the possibility of claiming damages until the resolution of the Commission has become “final”. This could be interpreted as having to wait until the court decision in an amparo proceeding.
Clarifies that individual claims or class actions can be initiated as soon as the CNA issues a decision and that the statute of limitations will start with such decision.
Considers the possibility of posting guarantees in response to the imposition of interim measures. Limits to the imposition of interim measures are contained in regulatory provisions issued by the Commission
Does not include the possibility of posting guarantees. Limits to the imposition of interim measures will fall on regulations to be issued by the executive, for which judicial review will remain available. Eliminates pervious proposals in which market inquiry proceedings (art. 94) were explicitly mentioned as subject of interim measures.
No longer includes the possibility for asset divestiture in telecoms markets to guarantee compliance with imposed measures as in previous proposals30.
The Current Law does not include special provisions for claims coming from governmental authorities.
Includes the possibility for the Ministry of Economy to claim law violations. The Commission must review these complaints with “available information” within 30 days to determine if an investigation is warranted. If not, it must notify the Ministry of the reasons for not starting an investigation31.
Maximum tariffs and prices can only be imposed if COFECE issues a declaration of absence of competition conditions.
Allows government to impose maximum tariffs and prices in hydrocarbons markets without authorization of the CMA.
Executive branch cannot push for shorter timelines on matters of national interest.
Executive branch can declare a matter of "National Interest" on specific issues for the CNA to issue fast-track opinions and on certain transactions to avoid period extensions in merger analysis.32
