Mexico Proposes National Security Screening for Foreign Takeovers
A new bill would require government approval for foreign acquisitions over 49% in critical sectors, creating a CFIUS-like review process with significant potential for deal delays.
Mexican President Claudia Sheinbaum has submitted a bill to the Senate to establish a mandatory national security review for foreign acquisitions, similar to the CFIUS process in the United States. The proposed law would empower Mexico's National Foreign Investment Commission (CNIE) to screen deals where a foreign investor seeks to acquire more than 49% of a Mexican company that operates in a wide range of designated critical sectors and exceeds a yet-to-be-determined asset threshold.
This new regime could introduce significant uncertainty and delays into M&A transactions in Mexico. The list of covered industries is extensive, including energy, transportation, healthcare, and technology sectors like AI and semiconductors. A key point of concern is the review timeline: CNIE has 60 business days, extendable by 30, to issue a resolution. If no decision is issued within that period, the transaction is automatically deemed denied, heightening deal risk.
The bill is not yet law and is subject to legislative amendment. After passage, the CNIE will publish the asset-value thresholds that trigger the mandatory filing requirement. Counsel for clients considering investments in Mexico should monitor the bill's progress and assess how this potential regulatory hurdle could impact transaction strategy and timelines.