On December 28, 2023, a decree was published in the Official Gazette of the Federation amending and adding several provisions of the Securities Market Law (the “Market Law“) and the Investment Funds Law (the “Funds Law“).

Securities Market Law

The purpose of this reform is to facilitate the entry of small and medium-sized companies into the securities market, as well as to prevent companies that are already listed from delisting and migrating to other markets.

Among all the changes is the creation of a simplified regime for registration in the National Securities Registry (the “RNV“), which aims to reduce the monetary and bureaucratic barriers to entry.

• In order to apply for registration with the National Banking and Securities Commission (the “CNBV”), the applicant company must have a favorable opinion from the stock exchange in which it seeks to participate.

• The CNBV will issue provisions containing the minimum information to be published, while each stock exchange will issue its own provisions in this regard. It will be the responsibility of the brokerage firms acting as intermediaries in the process to review the information of the securities to be listed and of the listing company.

Another noteworthy change is the modification to the obligations of the Sociedades Anónimas Promotoras de Inversión Bursátil (“SAPIBs”) and the Sociedades Anónimas Bursátiles (“SABs”).

• The obligation for SAPIBs to transform into an SAB was eliminated.

• The ability of SABs to issue clauses limiting takeovers through the acquisition of shares was broadened.

• The issuance of shares with restricted rights in SABs is allowed without the need for authorization from the CNBV.

• The Board of Directors of both types of companies may be delegated the power to increase capital stock.

• The CNBV may request both types of companies to publish information on a relevant event when it considers that the information in the market is insufficient.

Investment Funds Law

This reform focuses on the inclusion of Hedge Investment Funds (the “Hedge Funds”) in Mexican law.

• They may invest in a wider range of assets and their investment strategy can be more flexible.

• They are considered higher risk.

• Its shares may only be offered to qualified and institutional investors.

• May be operated by Authorized Investment Advisors, regardless of whether they have a mutual fund operating company or not.

Should you have any questions or require additional information regarding this communication, please contact info@rapa.mx.