On June 30, 2025, Mexican Federal Congress approved an amendment to the Federal Economic Competition Law (the “LFCE”) that replaces the Federal Economic Competition Commission (“COFECE”) and the Federal Telecommunications Institute (“IFT”)[1] with the National Antitrust Commission (“CNA”), a new decentralized agency of the Ministry of Economy (the “Reform”).
The Reform will enter into force the day after its publication in the Official Gazette of the Federation. However, COFECE and IFT will remain in operation until, in the case of COFECE, the Board of the CNA is appointed, and in the case of the IFT, the Board of the Telecommunications Regulatory Commission (“CRT”) is appointed.
[1] With respect to their authority in matters of economic competition and market dominance.
Below are the most relevant aspects of the Reform:
1. The criteria to define when a concentration must be notified to the CNA are not modified, but the thresholds are reduced as follows (by approximately 11% to 17%) as follows[2]:
(i) When the act or series of acts giving rise to the transaction, regardless of where they take place, involve, directly or indirectly, an amount in the Mexican territory exceeding the equivalent of sixteen million times[3] the current daily value of the Unit of Measurement in effect (“UMA”);
(ii) When the act or series of acts giving rise to the transaction involve the accumulation of thirty-five percent or more of the assets or shares of an Economic Agent whose annual sales originating in the Mexican territory or assets in the Mexican territory exceed the equivalent of sixteen million times[4] the current daily value of the UMA in effect; or
(iii) When the act or series of acts giving rise to the transaction involve an accumulation in the Mexican territory of assets or share capital exceeding the equivalent of seven million four hundred thousand times[5] the current daily value of the UMA in effect, and the merger involves two or more Economic Agents whose annual sales originating in the Mexican territory or assets in the national territory, jointly or separately, exceed forty million times[6] the current daily value of the UMA in effect.
Lowering these thresholds will probably increase the need for CNA pre-authorization of concentrations.
[2] Exchangerate: 19 MXN per 1 USD.
[3] Meaning MXN 1,810,240,000 or approx. USD 95,275,789.47.
[4] Meaning MXN 1,810,240,000 or approx. USD 95,275,789.47.
[5] MeaningMXN 837,236,000 or approx. USD 44,065,052.63.
[6] MeaningMXN 4,525,600,000 or approx. USD 238,189,473.68.
2. The following two exceptions to CNA pre-authorization are deleted from the LFCE:
(i) Concentrations executed outside of Mexico involving non-resident companies in Mexico where no control is acquired over Mexican companies nor are assets or share capital accumulated in Mexico; and
(ii) The acquisition of shares by investment funds for speculative purposes.
3. Efficiency gains must continuously outweigh their anticompetitive effects, making it more difficult to demonstrate efficiency gains that offset the anticompetitive effects of a merger.
4. Tacit approval is maintained in the LFCE, allowing a notified concentration to proceed once the CNA’s deadline to issue a resolution has expired.
5. The CNA may not extend the period to resolve a merger if the Executive Branch declares that the concentration involves a matter of national interest.
1. “Potential competitors” are now included as possible participants in absolute monopolistic practices (“PMA”), broadening the scope of such conduct.
2. The limitation of economic agents’ ability to compete in markets is introduced as an additional element to establish the anticompetitive effect (theory of harm) of a relative monopolistic practice (“PMR”).
3. Additional elements are introduced to assess possible joint abuse of substantial market power by two or more independent companies acting interdependently.
4. The CNA’s inspection powers now expressly cover surveys and data collection.
5. Communications with in-house lawyers are not protected by professional secrecy.
6. The plaintiff may attend evidentiary hearings, and written arguments are replaced by an oral hearing, eliminating the oral hearing with commissioners after the case file is deemed complete.
7. The immunity procedure for PMAs, as well as the procedure for exemption and reduction of sanctions for unlawful mergers and PMRs, is modified to restrict the periods in which such procedures may be requested and to limit their benefit if the request is made after the CNA has initiated an investigation.
(i) Immunity in PMAs: To obtain 100% of the benefit and the minimum fine, information must be provided before the start of an investigation. If an investigation is already underway, the request may only be submitted before the second investigation period; and
(ii) Exemption and Reduction of Sanctions for PMRs and unlawful concentrations: The period to request these benefits is limited to before the start of the second investigation period[7].
[7] Before, this was possible up to before the issuance of the Statement of Objection.
The Reform modifies the following procedural deadlines under the LFCE:
(i) The maximum period for the CNA to issue a resolution on a reported concentration is reduced from 60 business days to 30 business days from acceptance for processing or the fulfillment of any additional information request (a 50% reduction) –tacit approval will apply if no resolution is issued during this timeframe;
(ii) The investigation period for concentrations that haven't exceeded notification thresholds is extended from 1 year to 3 years from their closing.
(iii) The maximum investigation period for monopolistic practices and unlawful concentrations is reduced from 600 to 480 business days (a 20% reduction);
(iv) The maximum period to issue a resolution in investigations of monopolistic practices and unlawful concentrations is reduced from 40 to 30 business days (a 25% reduction); and
(v) The maximum period to issue a resolution on barriers to competition is reduced from 60 to 40 business days (a 33% reduction).
The Reform increases the enforcement measures and fines established in the LFCE as follows:
In cases of recidivism, the amount of the aforementioned fines may be doubled. Recidivism will be deemed to exist when there is a final administrative resolution, so the corresponding sanction may be imposed even if there is a pending judicial proceeding.
1. In the case of PMAs, the Investigative Authority of the CNA may file a complaint with the relevant authorities to initiate a criminal investigation against the economic agents named in the statement of objection, without the need for a final resolution. This means that economic agents may have to defend themselves simultaneously in both administrative and criminal proceedings, with the possibility of contradictory resolutions in both.
2. In certain cases, the CNA may file individual or collective legal actions to seek compensation for damages resulting from monopolistic practices or unlawful concentrations.
3. Economic agents will not be able to offer a bond to lift precautionary measures imposed on them.
The CNA may certify compliance programs in economic competition matters, which may serve as a mitigating factor for fines imposed by the CNA in the event of an infraction. Certification will be valid for three years.
• The CNA will be a decentralized agency of the Ministry of Economy with authority over competition matters in all markets, including those related to telecommunications and broadcasting (currently under the IFT), in which it will coordinate with the new Digital Transformation and Telecommunications Agency (“ATDT”) and the Telecommunications Regulatory Commission for specific procedures such as the determination of Preponderant Economic Agents, among others.
• The Board of the CNA will consist of five commissioners, appointed by the President of the Republic and ratified by the Senate. Each commissioner will serve a non-renewable seven-year term and will be appointed on a staggered basis. The first commissioners of the CNA will serve from their appointment and will conclude their terms in a staggered manner.
• The positions of each commissioner regarding matters resolved by the CNA must be made public to promote greater transparency.
• The CNA may not issue opinions on economic competition matters without a prior request from the Federal Executive.
• Actions for damages may be brought once a resolution determining the existence of monopolistic practices or unlawful concentrations has been issued, rather than when such resolution becomes non appealable.
• The CNA may notify the Federal Consumer Protection Agency of possible harm to consumers resulting from anticompetitive practices.
• It is established that activities carried out by state-owned enterprises and those specified by law will not constitute monopolies.
1. The CNA may determine the existence of preponderant economic agents in the telecommunications and broadcasting sectors.
2. The CNA may require broadcasting and telecommunications concessionaires, after obtaining the opinion of the Telecommunications Regulatory Commission, to include in their restricted television service (i) news or public interest channels as determined by the CNA and (ii) at least three channels whose content is predominantly produced by independent national programmers whose funding is mostly of Mexican origin. If these measures are deemed insufficient, the CNA may order the divestiture of assets by the relevant economic agent.
• The CNA will continue proceedings initiated by COFECE and IFT in accordance with the legislation in force at the time of their initiation.
• All investigations conducted by the Investigative Authorities of COFECE and the IFT will be suspended from the effective date of the Reform and will resume the day after the Board of the CNA is constituted, in the case of COFECE, and the day after the Board of the CRT is constituted, in the case of the IFT.
• The deadlines for concentration notification procedures and proceedings conducted as trials before the CNA will not be suspended.
• Although there is no maximum period for the Executive Branch to appoint the commissioners of the new CNA, due to budget cuts to COFECE earlier this year (about 70% of its previous year’s budget), it is estimated that such appointments and the establishment of the CNA Plenary will occur soon.
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