On July 1, 2025, the Mexican Congress abolished the Comisión Federal de Competencia Económica (COFECE) and established the Comisión Nacional Antimonopolio (CNA), a decentralized public agency under the Ministry of Economy (Excecutive Branch). The decree was sent to the President for its constitutional effects.
What is the role of the new regulator?
- Core powers
- Guarantee free competition; prevent, investigate and combat monopolies, monopolistic practices, concentrations and other market restrictions.
- Conduct on-site verifications, cite persons to testify, and require exhibition of documents and electronic records.
- Carry out inspections and data collection using any tools, with support from law-enforcement or other authorities.
- Exercise its budget and order suspension of acts constituting probable prohibited conduct.
- Regulatory and advisory roles
- Issue opinions, at the Executive’s request, directly or via the Ministry, on draft laws, regulations, rules, agreements and circulars that may affect competition, without binding effect.
- Publish its own regulatory provisions, organic statute, guidelines and technical criteria in the Official Gazette.
- International cooperation
- Under existing treaties and via the Foreign Affairs Ministry, coordinate with foreign competition authorities and exchange information for investigations and procedures.
- Telecoms and Broadcasting
- Impose limits on national and regional cross-ownership of broadcasting and telecom concessions serving the same market.
- Determine “Agentes Económicos Preponderantes” in telecom and broadcasting (over 50% share by users, audience, traffic or capacity) and impose necessary measures—including structural separation plans—to reduce participation below 50%.
- Set and adjust service fees, with Finance Ministry approval, to be published in the Official Gazette.
What does it mean in practice?
- Mergers and Acquisitions
- Lower notification thresholds: Transactions exceeding the equivalent of 16 million UMA (≈1 810 million MXN in 2025), or those leading to a 30 % or greater share plus the same monetary threshold, must be notified. Smaller domestic asset accumulations above 7.4 million UMA (≈837 million MXN) combined with annual sales over 40 million UMA (≈4 525 million MXN) also trigger notification.
- Efficiency: Parties must prove that claimed efficiencies will continuously outweigh any anticompetitive effects and improve consumer welfare.
- Faster review clock: CNA’s deadline to resolve notified concentrations is 30 days from filing or from supplying requested information (previously 60 days).
- Successive acts aggregation: The authority can assess all related transactions as a single sequence and order restoration of the pre‐transaction status quo.
- Fewer exceptions: Cross‐border share transfers and speculative‐fund acquisitions now require prior clearance if they meet quantitative thresholds.
- Regularization procedure: Unnotified concentrations may be reviewed and, if deemed harmless, authorized under the VCN procedure—but subject to fines for late notification.
- Withdrawal limits: Parties may only withdraw a notification before the 30-day resolution clock begins.
- In telecoms and broadcasting, any transaction that raises a single participant’s share above 50 % will trigger CNA review and possible measures to reduce market share.
- Regulatory tracking
- Monitor publication in the Official Gazette of CNA’s organic statute, regulations, guidelines and technical criteria to identify new obligations and enforcement practices.
- Cross-border coordination
- For international deals, anticipate information-sharing with foreign authorities under existing cooperation agreements.
Conclusions
- For counsel:
- Review governance and compliance manuals across all business units to ensure readiness for CNA inspections and suspension orders.
- Advise on transaction covenants that address preponderance thresholds and structural separation plans in every sector, with special attention to telecoms and broadcasting.
- Track CNA’s published guidelines and technical criteria for sector-specific compliance updates—from consumer goods to energy, as well as media and telecom.
- For investors:
- Factor in potential market-share reduction measures in valuations for transactions in any industry, particularly where high concentration exists (e.g. tech platforms, pharmaceuticals, retail), and especially in telecom and media deals.
- Engage local advisors early to navigate new inspection protocols, document requirements and fee-setting procedures across all regulated sectors.
- Consider diversification into sectors likely to be affected by new competition mandates, such as digital services, regional infrastructure and broadcasting, and balance with investments in lower-risk, less-concentrated markets.
