Understanding Mexico's New Antitrust Reforms

For many months, there has been a lot of discussion regarding the reforms to Mexico's Federal Economic Competition Law (the "LFCE"). These discussions culminated on July 1, 2025, when the Mexican Congress approved a series of reforms and amendments that, among other key changes, will transfer the functions of the now defunct Federal Economic Competition Commission ("COFECE" or "Comisión Federal de Competencia Económica"), to the newly created National Antitrust Commission ("CNA" or "Comisión Nacional Antimonopolio"), a decentralized public body that will operate under the Ministry of Economy.

The creation of the CNA is only one of several substantial reforms that will have heavy impacts in the Mexican market. These include broader definitions of antitrust conduct, stricter merger thresholds and significantly increased sanctions. In the following sections, these key changes introduced by the reform will be outlined, highlighting the implications of these reforms for companies doing business in Mexico.

The National Antitrust Commission

After the dissolution of COFECE was approved on December 2024, the CNA has been assigned as the competent authority for economic competition and antitrust matters. The CNA is a decentralized public body operating under the Secretary of Economy, composed of two separate groups. The Plenary of the CNA will be integrated by 5 commissioners, who will be selected by the President of the Republic and later ratified by the Senate. Each commissioner will serve a single, non-renewable term of seven years and will be appointed on a staggered basis. On the other hand, there will be a separate investigative authority within the CNA that will maintain similar faculties to those held by the previous Investigative Authority of COFECE. It was announced that the first Head of the CNA's investigative authority will be the former Head of COFECE'S investigative authority, at least until September 1, 2025.

The CNA will also take over the current procedures from COFECE that are currently ongoing before its dissolution. However, they will be temporarily suspended until the CNA's Plenary is fully established.

Under the reform, antitrust oversight in the telecommunications and broadcasting industries will now be entrusted to the CNA, consolidating what was previously a domain controlled by the now defunct Federal Telecommunications Institute. This shift will seek to eliminate jurisdictional overlap and legal uncertainties by distinguishing the roles of the CNA and the newly created Agency for Digital Transformation and Telecommunications, and the new Telecommunications Regulatory Commission. The effective operation of the CNA in these matters will require close coordination with the Telecommunications Regulatory Commission.

Changes Regarding Monopolistic Practices

The recent reform introduces significant changes to the regulation of both absolute and relative monopolistic practices, and how they are defined, investigated and penalized by the authorities. These are some of the most relevant amendments to the LFCE regarding monopolistic practices.

• Expanded Scope for Absolute Monopolistic Practices: Absolute monopolistic practices will also now consider potential competitors, instead of only real and current ones.
• Information Exchanges: Information exchanges between competitors (for example, pricing or customer data) may also now be considered as absolute monopolistic practices when applicable.
• Wider Prohibited Conducts for Relative Monopolistic Practices: In the case of relative monopolistic practices, this reform will also now target exploitative practices that may limit the capacity of other competitors in the market.
• Substantial Power Criteria: The reform will also consider three new elements to determine the substantial power of a competitor, such as (i) the degree of the market positioning of the goods in question; (ii) lack of access to imports or high import costs; and (iii) higher cost that consumers may face when going with other suppliers.

Fines and Penalties

One of the most impactful elements to the reform to the LFCE, is the expansion of fines and sanctions for both absolute and relative monopolistic practices, as well as new violations that can now be fined by the CNE.

In addition to these monetary sanctions, though, any company found guilty of colluding with public tenders may face a ban from participating in public calls for tender for a period ranging from six months to five years, depending on the severity of the action. This showcases a severe consequence to those companies that rely on government contracts for their operations.

Connected to the CNE'S newest investigative faculties that were implemented with this reform, those companies that fail to comply with orders, obstruct investigations or refuse to provide information may receive fines. Every day that a company under investigation fails to comply with the CNE's processes, they may face a fine of 8,000 UMAs (currently $905,120.00 MXN/48,462.81 USD). This will create tougher incentives for timely responses and cooperation with authorities for those companies under investigation. New fines have also been implemented for procedural violations in investigations, particularly for falsified information presented to the authorities (with fines up to $22,628,000.00 MXN).

Compliance Programs

The CNA, as part of its faculties, may certify compliance programs from different companies with regards to competition matters. Upon the payment of the applicable fees, companies may obtain formal certifications of their internal compliance systems for economic competition. This certification will be valid for a period of three years and will be considered by the CNA when imposing sanctions. Holding these certifications may be considered as a mitigation factor when sanctions are imposed on companies for violations of the Law. Companies that have invested in these programs and their certifications may benefit from reduced fines or penalties.

Mergers: Lower Thresholds

With regards to mergers and acquisitions, the new reform has established the reduced thresholds for which operations must be notified to the CNA before they are carried out. The CNA will now have broader authority to review a greater number of transactions that may have a large impact on market dynamics. The reform will reduce these monetary limits, meaning that the operations that fall under the following thresholds will need to be reported:

• First threshold: When the operation has a total amount superior to 16 million UMAs ($1,810,240,000.00 MXN or approximately $97,052,902.76 USD).
• Second threshold: When the operation results in over 30% of the assets or shares of a company, as well as over 16 million UMAs.
• Third threshold: When the operation has a total amount superior to 7.4 million UMAs ($837,236,000.00 MXN or approximately $44,886,084.41 USD) and the companies involved have a combined or separate yearly sales of over 40 million UMAs ($4,525,600,000.00 MXN or approximately $242,610,082.44 USD).

The reform will also eliminate two specific exceptions to the notification obligation that companies had in these cases. The exemption for fund acquisitions with speculative purposes is now removed, as well as those operations carried out in foreign countries that do not involve shares in Mexico but may still have effects in Mexican territory. These transactions are no longer exempt from reporting to the CNA.

Shorter Timelines

Under the new reforms, the CNA will have shorter windows to conduct and conclude investigations regarding antitrust matters, especially when in comparison with the timelines COFECE had. Firstly, the CNA will now have four periods of 120 working days each to conduct their investigations, which is a significant reduction to the five periods COFECE had. Additionally, the CNA will now have a period of 30 working days to present a resolution after concluding an investigation related to monopolistic practices (it was previously 60 days under COFECE).

The recent reforms to the LFCE represent a significant institutional overhaul for competition and antitrust matters. As this new legal framework comes into effect, companies operating in Mexico will need to closely monitor how the CNA applies its expanded powers in comparison to COFECE, adjusting their internal processes accordingly. The practical implications of these reforms will become clearer as the CNA fully takes shape. Nonetheless, having the correct legal support can make a great difference in understanding the risks and navigating the changes of these new reforms efficiently.