The foundation of every private equity strategy is the vehicle through which capital is raised, structured and deployed. Our team advises fund sponsors on the full range of fund formation matters in Mexico: the structuring of CERPIs and CKDs for listing on the Mexican Stock Exchanges, the design of co-investment vehicles and parallel fund structures, and the negotiation of the governance and economic arrangements between general partners and limited partners that determine how a fund operates throughout its lifecycle. We advise on capital commitment mechanics, drawdown procedures, management-fee and carried-interest structures, key-person provisions, investment period restrictions and the regulatory requirements governing the participation of Mexican institutional investors, particularly AFOREs and insurance companies whose allocation mandates and regulatory frameworks impose specific structural constraints. For international sponsors raising capital from Mexican institutions, we bridge the gap between global fund documentation conventions and the requirements of Mexican securities law, tax structuring and institutional investor governance. Our capital markets capability, ranked in Band 1 by Chambers and Partners, is a decisive advantage in this work, enabling us to handle the securities regulatory dimensions of capital raising with the same depth and fluency that we bring to the transactional and governance aspects of fund formation.

Investment execution is where the depth of our transactional practice is most visible. We advise sponsors and their portfolio companies on the full range of private equity investment transactions: platform acquisitions that establish new positions in target sectors, bolt-on acquisitions that build scale within existing portfolios, leveraged buyouts and recapitalizations, majority and minority investments, growth equity transactions, co-investments alongside other funds, management buyouts and buy-ins, and joint ventures with strategic or local partners. Each of these transactions presents its own structuring considerations, from the allocation of governance rights among co-investing funds to the design of management rollover and incentive arrangements, from the negotiation of representations, warranties and indemnities calibrated to Mexican market practice to the antitrust filings and sector-specific regulatory approvals that determine execution timelines. Our due diligence practice is organized to identify the issues that matter to sponsors: regulatory risk, labor contingencies, tax exposure, environmental liabilities, change-of-control triggers and the contractual arrangements whose consent requirements may determine whether a transaction is executable on the proposed terms. The Firm’s integrated capabilities in M&A, tax, antitrust, labor and regulatory ensure that every dimension of a private equity investment receives coordinated expert attention from the outset.

Value creation in private equity does not end at closing. The governance structures, incentive arrangements and shareholder protections established at the time of investment determine how effectively sponsors can manage their portfolios and protect their economic interests over the life of an investment. We draft and negotiate shareholders’ agreements, management incentive plans, equity waterfall structures, drag-along and tag-along mechanisms, anti-dilution protections, information rights, reserved matters lists and deadlock resolution mechanisms, documentation that must function under Mexican law while reflecting the commercial expectations of international sponsors and their institutional investors. When portfolio companies require additional capital, operational restructuring or strategic repositioning, we advise on recapitalizations, debt restructurings, bolt-on acquisitions, operational carve-outs and the corporate reorganizations through which sponsors optimize their portfolio structures. Our understanding of the economics that drive sponsor decision-making, IRR targets, fund-life constraints, LP reporting obligations and the interplay between governance rights and exit mechanics, ensures that our legal advice is grounded in the commercial realities of private equity ownership.

The quality of an exit determines the ultimate return on a private equity investment, and the legal and strategic preparation for that exit frequently begins well before the process is launched. We advise sponsors on the full range of exit routes: strategic sales to corporate acquirers, secondary transactions to other financial sponsors, initial public offerings on the Mexican Stock Exchange or international markets, dual-track processes that preserve optionality between a sale and an IPO, and partial exits and recapitalizations that return capital to investors while maintaining continued exposure to the portfolio company’s performance. Our exits practice draws on the Firm’s combined strength in M&A and capital markets, a combination particularly valuable in dual-track processes where the sponsor must simultaneously advance both a private sale and a public offering, making definitive strategic decisions only when market conditions and buyer interest crystallize. We manage vendor due diligence, structure transaction documentation, coordinate with underwriters and financial advisors, and navigate the securities regulatory requirements that IPOs and public market transactions in Mexico demand.

Mexico’s private equity market is increasingly international in character. Global sponsors allocating capital to Latin America, international strategic investors pursuing nearshoring-driven opportunities under the USMCA framework, and Mexican sponsors expanding their investment mandates across borders all require advisors who can bridge Mexican legal requirements and international private equity practice. The Firm has a longstanding role as the preferred Mexican legal advisor to international private equity funds, advising on the Mexican law dimensions of cross-border investments, coordinating with international co-counsel on multi-jurisdictional transaction structures, and ensuring that fund documentation, investment agreements and governance arrangements are enforceable under Mexican law while meeting the expectations of international counterparties and their global legal advisors. For Mexican sponsors pursuing opportunities abroad, we provide the corporate, tax and regulatory support needed to structure outbound investments efficiently. The Firm’s offices in Mexico City, Monterrey and Madrid, the first European office established by a Mexican Elite firm, together with our established network of international co-counsel relationships, ensure that our private equity clients receive seamless cross-border advice with the jurisdictional depth and coordination that international transactions demand.