By Curt Dombek and Mark Jensen

President Obama’s visit to the Summit of the Americas produced an important development for business in the United States and Colombia. During an April 15 press conference, President Obama and Colombian President Juan Manuel Santos jointly announced that the U.S.-Colombia Free Trade Agreement (CFTA) will enter into force on May 15, 2012. The enactment of the CFTA creates significant opportunities for both U.S. and Colombian businesses involved in international transactions. In order to take advantage of these opportunities, it will be important for parties to understand key parameters of the agreement, including what qualifies goods as originating in the United States or Colombia.Continue Reading Opportunities in the Upcoming U.S.-Colombia Free Trade Agreement

By Jerry Gumpel

In February, Mexico’s President Felipe Calderon approved a decree establishing new incentives for the film industry in Mexico. Mr. Calderon announced the incentives at a special
Continue Reading Mexico’s President Felipe Calderon Announces New Incentives for the Movie Industry at a Special Ceremony Held at Baja Studios in Rosarito

By Keith Gercken

U.S. persons are generally required to file an annual information statement with the U.S. Internal Revenue Service (IRS) disclosing any beneficial interest in, or signatory authority over, bank or other financial accounts located outside the U.S. This information statement is filed on Form TD F 90-22.1, and is generally referred to as an "FBAR" (Foreign Bank Account Report").
 Continue Reading IRS Enforcement of Foreign Bank Account Reporting Rules May Catch Non-U.S. Persons by Surprise

By Robert Magielnicki

There are three laws which a foreign company contemplating an acquisition of a United States corporation or other business should be familiar with because they can have a significant impact upon the proposed acquisition. These statutes are:

(1)   Section 7 of the Clayton Act;

(2)   The Hart-Scott-Rodino Antitrust Improvements Act of 1976, and

(3)   The Exon-Florio Amendment to the Defense Production Act of 1950.
 Continue Reading Key United States Laws Regarding Mergers and Acquisitions

By Lazaro Pena Ruiz, PricewaterhouseCoopers, S.C.

Preliminary Considerations

Like most Civil Law systems that are descendants of the Roman system, the Mexican legal system bases its functionality in the codification of its laws and at the same time grants more weight to the form in which legal acts are carried out than does the Common Law system. Mexican Commercial Law does not entirely escape this tradition. Although it is governed by a “lack of formalities” principle, there are several legal acts which must be carried out with determined formality otherwise “neither binding obligation nor legal action will be produced.”[1] Consequently, the formalism in Commercial Law is constrained mostly to written form, formal  ratification or execution before a public attester, and lastly to recording the act before the Public Registry of Commerce.
 Continue Reading The Federal Public Attester as Facilitator of Commerce

By David Sands and Gabriel Matus

With the uncertainty surrounding the long term effects of the current credit crunch, buyers and sellers in M&A transactions are pondering how to best protect themselves. The traditional guard against the unforeseen is the material adverse change clause – also known as a “MAC.”[1] As highlighted recently by the Accredited Home Lenders acquisition and the abandoned Sallie Mae deal, buyers may seek to use MAC clauses when economic conditions worsen to escape deals or to exert leverage to renegotiate terms. Recent market events pose the question of whether a global credit crunch can trigger a MAC and allow the buyer the option to terminate the transaction. A review of standard MAC clauses and case law suggests that in most cases it would not.
 Continue Reading The Global Credit Crunch: Is it a MAC?

By Polly Towill and Olivier Theard


Latin American companies have had relatively open access to the market in the United State and sell billions of dollars of merchandise to U.S. consumers every year. While enjoying the fruits of this trade, Latin American companies should be aware of the potential pitfalls if the goods they sell to U.S. consumers are somehow defective or cause injury. The U.S. provides its consumers with specific legal protections against harmful products. Latin American companies need to know these laws if they want to protect themselves, while continuing their profitable relations with U.S. buyers.
 Continue Reading A Notice for Latin American Businesses: Understanding Products Liability Law and Recalls of Defective Products in the United States

By Luis F. Martinez Serna, Basham, Ringe y Correa, S.C.


This essay will discuss a North American Free Trade Agreement (“NAFTA”) shortcoming that results in the unfair payment of import duties, fines, interest, and antidumping duties.   Many times, funds for payment come from United States or Canadian companies with operations in Mexico. NAFTA´s flaw lies mainly in not contemplating legal-cultural differences between Mexico, the United States and Canada, which results in Mexican customs officials invalidating NAFTA certificates of origin for formalistic reasons. These certificates of origin are often completed by United States or Canadian company officers with practical, good-faith, business-oriented minds who are not accustomed to stringent formalistic interpretations of the law.

Continue Reading Is Your Money Going South?