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Areas of practice

  1. GENERAL CORPORATE PRACTICE AND FOREIGN INVESTMENT
    .....b) Legal Translations
  2. BUSINESS TRANSACTIONS AND COMMERCIAL LITIGATION
    .....a) Collection Services
  3. REAL ESTATE DEVELOPMENT AND CIVIL LITIGATION
  4. SOCIAL SECURITY AND LABOR LITIGATION
  5. TAX AND ADMINISTRATIVE REGULATIONS

 

GENERAL CORPORATE PRACTICE AND FOREIGN INVESTMENT

Our country has positioned itself today as one of the best investment options all over the world. Cheap labor provided at high quality standards, high quality services to exporting companies, Mexican raw materials at competitive prices, immediate access to the world's largest market, and numerous tools and benefits that our fiscal and trade regulations provide us, is what makes foreign and national investors choose Mexico as the ideal export platform, and giving their business success.

Under these circumstances, it will be essential for the investor to count with the perfect team of counselors who can lead him and enable him to fully exploit its business through the maze of opportunities and benefits that administrative regulations offer constantly in general. Our firm has develop a team of experts on the corporate and general investment arena, which has followed the road on many occasions and constantly strives itself for keeping up to date, on its knowledge of law. We push ourselves to the limit in finding better options and alternatives that will lead companies to avoid loss and instead, generate profit.

Services to new companies in this area have been provided from incorporation agreements and creation of proper legal structures with tax planning in mind, to obtaining temporary import programs for export and manufacture operations (commonly known as PITEX and maquiladora programs). Some of these companies have even been recognized by authorities as high volume exporters (altamente exportadoras), with the administrative and tax benefits that such recognition carries. In all cases, our multi-disciplinary practice will guarantee our clients proper assistance and advise always considering the vast array of services below mentioned, as well as all others that well fit within other areas develop by the firm.

Currently, our Firm is working on an ambitious project that plans to help a US company associate with an agrarian group in a very interesting mining venture. Such project has primary intent to help bring capital and management to an agrarian group that has already received a grant by the federal government to exploit and develop such mining activities. Such partnership will allow foreign capital to venture into the mining business taking advantage of tax and administrative privileges granted by federal law to such agrarian organizations. Our experience on communal property conflicts and knowledge of agrarian law, Ejido organization and applicable regulations, enables us to be aware and acknowledge common problems, risks associated in partnering with such entities, and privileges granted by federal law, therefore, giving foreign investors the assurance that their business projects and investment will be safely conducted and that the opportunity for profit will be fully exploded. Other activities within our corporate department include also the following:

· Incorporation and structuring of limited liability companies, cooperative companies, associations and joint venture companies;

· Merger and acquisition projects, including preparation and drafting of formal written agreements;

· Company liquidation projects, considering tax planning issues, assistance throughout liquidation process and asset sell and allocation;

· Creation and development of complex joint venture projects;

· Assistance in the execution and maintenance of corporate legal records: shareholders meetings (approval of director's reports, appointment and removal of officers, increase or decrease of capital structure, modification of corporate purpose, etc.) and board of directors meetings;

· Assistance in preparation and safe keeping of stock certificates and transfer book;

· Representation of individuals and companies in the preparation and execution of corporate capital stock, bonds, and general corporate assets buy and sell;

· Assistance in procuring government authorizations and permits for developing production and manufacture plants for the export of goods and services (maquiladora, in bond industry);

· Legal assistance and advise in filing and obtaining customs duties and tax returns from the government's internal revenue department;

· Legal assistance and advise in filing and obtaining proper registry from import sectorial programs (prosec);

· Legal assistance and advise with government import authorizations on sanitary, phytosanitary, ecology and forestall restrictions;

· Assistance with proper filing and obtaining business and commercial license from local authorities, including ecology department's approval and fire department's safety measures ruling;

· Legal assistance and advise with interpretation proper compliance of import and export regulations, as well as the North America Free Trade Agreement provisions;

· Legal counsel on customs' administrative procedures and resolutions derived from misclassification and omitted tax and customs duties from the import of goods;

· Legal advise on investment projects to foreign and national companies and individuals who which to develop business in Mexico through subsidiaries, directly, or newly investment;

· Legal assistance in the preparation of documents and obtaining authorizations from Foreign Relations Ministry and National Commission of Foreign Investments, to allow foreign companies to operate in Mexico and foreign capital to be part of Mexican enterprises, including foreign investment in activities strictly controlled by government or reserved to Mexican individuals;

· Legal assistance in the preparation of documents and obtaining work permits and non-immigrant visas for foreign employees and investors (tourist, visitor, director, student, professional), including temporary entry permit for business people under NAFTA;


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BUSINESS TRANSACTIONS AND COMMERCIAL LITIGATION

Our firm has distinguish and characterized itself on its commercial area by following up closely and applying the vast array of legal tools and principals that our newly develop legislation offers, reenacted to help cover and attend impractical set of rules that until recently resulted in uncertainty and unpredictability to modern commerce enforcement.

To that respect, we have develop and implemented with some of our foreign clients, new methods to secure their commercial transactions with Mexican companies and guarantee them of security on those legal and financial affairs. Our advise has consider at all times, internationally recognized principals derived from INCOTERMS, perfectly known to exporting companies who generally do business over seas, international principals with proper binding effects in Mexico derived from The Vienna Convention on International Sale of Goods Contracts, as well as others from Mexico's Commercial Code for procedure rules purposes. Under all circumstances, we strive ourselves to provide an advantage on our clients situation in the debtor-creditor relationship in case of any future conflict.

Our true nature as real advocates has allowed us one more time to represent important international collection agencies, with truly outstanding results thus far on the recovery of debt through Court. Following internationally known strategies such as the disregard of the corporate entity, we were able to recover from subsidiary companies establish along the Mexican border, accounts owed by their principal companies establish in the United States. Such an aggressive approach and our knowledge on such field, is the primary reason for getting favorable results to our clients, bringing along to their business, the needed success.

Notwithstanding recent reenactment in April of 2000 of our Bankruptcy Legislation, our firm keeps its most experience and fully active in bankruptcy matters. positioning itself among the strongest players available to bring it's clients the best counseling services possible on bankruptcy cases with new legislation in consideration. As a primary group of legal advisors, we have managed to obtain in Court, judicial declarations for companies to withhold all payments to debtors as precautionary measures granted by law to prevent bankruptcy status, and eventually, liquidate such companies with asset sales. Our experience, knowledge and constant professional development through ongoing education, allows us to properly and responsibly represent merchants with financial crisis who are looking for judicial status of bankruptcy prevention, or to defend them against creditors on bankruptcy cases. As well, we are fully capable and know how to strategically represent creditors to help them recover their debt in bankruptcy hassles.

Among other services that we have been providing to our clients on the business arena, we should also mention the following:

· Domestic and international sale and distribution of goods contracts;

· Creation of methods for implementing and establishing credit, and financing national or international sale of goods;

· Legal assistance for the development of letters of credit on commercial transactions through the use of general bills of lading, invoices, charter party, packing lists, origin certificates, insurance policies, etc.;

· Structuring of trust projects for the development of strategic activities or reserved to Mexican nationals;

· Legal assistance and advise in structuring franchising, trademark, patent and know-how agreements;

· Legal assistance and advise in the preparation of contracts and implementing methods to secure services related to merchandise transportation;

· Legal assistance in the preparation of contracts for the hiring of commission based sales representatives, consignment agreements and agency agreements, including powers of attorney given outside of Mexico to the utilized abroad;

· Legal assistance and advise in the preparation of maquiladora and guarantee deposit contracts; · Legal counsel for documenting loans, credit and financial instruments;

· Legal assistance and advise in the preparation of collateral agreements, pledges of stock and guaranty trusts;

· Legal assistance and advise in the preparation of adherence contracts (contract accepted by one party without negotiation) and with proper filing before the Federal Agency for the Protection of Consumer's Rights;

· Legal representation in the filing of claims for surety bonds and insurance policies, including Court trial, as well as administrative proceedings;

· Legal representation in Court regarding merger legal opposition by third parties;

· Legal assistance and advise to shareholders for the legal opposition of Board of Directors or General Shareholders Meetings' resolutions, as well as nullity actions for invalidation of unlawful meetings;

· Compensation actions against directors or officers for poorly management, as well as compelling actions to obtain management reports;

· Legal representation and advise on bankruptcy or general insolvency proceedings;

· Legal representation and advise on contracts and commercial related causes of actions: breach of contract, annulment, contract enforcement (specific performance), disregard of legal entity;

· International judicial assistance: service of process, proceedings assistance with recovery of evidence (depositions, authorities reports and inspections), enforcement of foreign judgments and arbitration awards in Mexico;

· Regional collection of national and international unpaid balances or accounts;


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REAL ESTATE DEVELOPMENT AND CIVIL LITIGATION

Mexico's legal system towards Property Law, is one that is unique in nature and complex in every way thanks to the agrarian communities that until recent years, kept growing and developing all across the country. Investment ventures on this field by those who ignored such set of rules or where poorly advised, have proven on many occasions to be a a true nightmare. Newly investors on property will find themselves on an ongoing struggle with others that claim to be rightful owners (including mostly agrarian groups), just to keep them from enjoying their investment, and even loosing it when legal representation in Court, is provided by who is not well informed, nor has the experience.

Our team of associates have demonstrated excellency on this area, and our past work can guarantee that our clients' matters will be handled with the highest degree of responsiveness and capability, for its legal and economic safety.

With what we consider a truly outstanding and far-reaching decision in our court system, we have been able to return to our clients large extensions of land that had legal conflict and where disputed by one of the most powerful agrarian groups (Ejido) in the region. Through a Constitutional Injunction proceeding, we where able to obtain a definite resolution that overruled a Federal Court final ruling which had declared the agrarian group as rightful owner of our clients land. Such ruling on our favor allowed us to enter into a settlement agreement with the agrarian group, by which our clients property rights where recognized entirely and thus, enabling them to regain their land.

Our skills and experience as true lawyers, has allowed us to identify and foresee common problems on investments, real estate development and similar legal activities within our civil practice. That is why, our assistance and legal advise on real estate projects and investments in general, come to be consider as more than complemented, therefore, being able to provide a needed preventive counseling.

On this regard, assistance and advise has been provided with great success, helping companies and individuals develop medium scale shopping centers throughout all needed construction and land use permits. Likewise, our presence has come before other investors joining temporarily for the development of housing projects and residential areas, even some of condominium nature. Other services that we have offered and keep providing are the following:

 

· Property title and history of ownership investigation, including public records from private owners and agrarian groups (Ejidos);

· Assistance in the negotiation and drafting of sale and lease agreements, including property destined for commercial, industrial and residential use.

· Legal guidance and assistance on real estate trusts for the acquisition of property on restricted zones; · Assistance with document preparation and structuring construction projects and permits, including industrial, commercial, tourism and residential developments;

· Assistance with planning and structuring land modification projects, including subdivisions, zoning, variances and land use permits;

· Real estate investment projects over communal property (agrarian lands);

· Legal assistance and advise on civil related contracts and agreements: mortgages, hiring of professional services, credit between private parties, debt acknowledgement and transfer, donation, sale, etc.;

· Legal representation and advise on Government expropriation procedures and resolutions; · Legal representation and advise on civil related causes of action: contract enforcement, cancellation, annulment, specific performance;

· Legal representation and advise on civil related cases of torts and personal liability;

· Legal counsel and assistance on civil causes of action against debtor to avoid fraud upon creditor;

· Legal assistance and representation before court on real estate problems involving challenges in private property and possession rights;

· Legal guidance and assistance on the recovery of compensatory and punitive damages from the infringement of trademark rights (trademarks, copyrights, patents, trade secrets, license);

· International judicial assistance: service of process, proceedings assistance with recovery of evidence (depositions, authorities reports and inspections), enforcement of foreign judgments and arbitration awards in Mexico;


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SOCIAL SECURITY AND LABOR LITIGATION

Well aware of Mexico's protective labor law on employee's rights and benefits, with its correlatives duties for the employer, we have emphasized our efforts to position our clients on a favorable perspective in the outcome of eventual conflicts. Our policy on preventive advise has been successfully developed due to the great experience accomplished in the field, where usual practice and true cases have permitted us to design and adequate our counseling services, focused mainly on avoiding disadvantages should a present or future lawsuit overcome.

Our close relationship with several worker's unions in our region has permitted us to constantly conciliate employers' interests on every day lawsuits filed by employees. Through deep and sensible consciousness on the workers' needs and the widest understanding of the company's interests and goals, we have managed to prevent conflicts and reach off-court settlements. Nonetheless, our true essence as lawyers has prepared us to duly defend every legal cause in benefit of our clients.

With respect to such matter, Federal Courts have granted us favorable decisions in which we have succeeded in declaring null and void entire labor cases filed before the Local Arbitration and Conciliation Board (labor authority), in which employers were condemned to pay salaries and other labor rights. Such decisions have been obtained by filing constitutional injunctions before Federal District Courts alleging that procedure has been followed against due legal process. Said judgment on these cases strengthens our professional quality as Corporate Lawyers.

We have also represented several local companies on their everyday struggle to keep labor unions and employees from continuing preliminary strike proceedings, with out of court settlements and interlocutory resolutions through proper representation in court. Nevertheless, our presence as true advocates have allowed us to successfully represent some of our clients in strike related proceedings even when a strike movement has been duly approved by the Labor Boards.

 

Our presence as corporate advisors in this field includes the following activities:

· Assistance in elaboration of individual and collective work contracts.

· Assistance and legal representation in negotiating and signing of contracts and agreements with Work unions.

· Assistance on implementing welfare benefit plans.

· Work procedure manuals and personnel policies filing.

· Legal advice on filing and registration of Training and Qualification Commissions before federal labor authorities.

· Legal advice on filing and registration of Heath and Safety Commissions before federal labor authorities.

· Legal assistance in the preparation of Training and Qualification and/or Health and Safety Management Plans.

· Legal assistance, advise and representation on work termination procedures, regardless of parties' responsibility.

· Legal advice and representation on labor procedures before Local Conciliation and Arbitration Labor Boards regarding termination notices, agreements, termination settlements.

· Legal counseling on all types of labor claims filed before Local and Federal Conciliation and Arbitration Labor Boards.

· Advice on calculation of Social Security, Housing Funds and Retirement Contributions.

· Representation and defense against administrative procedures initiated by the Mexican Institute of Social Security and Federal Housing Funds authorities, decisions, sanctions and seizures.

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TAX AND ADMINISTRATIVE REGULATIONS

Frequently, a company's success depends in great scale on planning and on an excellent marketing strategy. It is necessary to include administrative and tax planning, as a tool to prevent future misfortunes and eventual sanctions by authorities, that will always result in a damage to its appropriate functioning and will cause economic instability, and in many cases, failure in the company's projects. Good planning, organization and verification of the company's administrative and fiscal duties, gives tranquility and legal security, for because company is exempt of being subject to administrative or fiscal procedures, and therefore it is highly advisable to keep its tax and administrative duties updated.

The diverse, complex and continuous law, rules and regulations reforms in Mexico makes even harder to comply with each and every one of the legal duties referred to, and only those legal firms who keep up to date on such law areas, will provide a truly professional and trustworthy service.

Recently passed laws on administrative contracts on public utilities, acquisitions and other public related services, have given national and foreign entities the possibility to obtain such contracts, notwithstanding the fact that in various cases the government requires specialized companies which will not have much problems obtaining such instruments, upon the lack of competition. In that same way we are professionally prepared to handle the application and obtaining of concessions by federal authorities for the exploitation and use of restricted land resources.

At "Hernández, Mérigo & Hurtado", we strive to offer our clients the best and most updated advice on the Administrative and Tax Law fields, and knowing of the highly risks that companies have everyday because of the rising wave of fiscal and administrative reforms, the only way of succeeding in its commitments is by being certain that things are being done the right way.

Even though many time efforts seem vain due to the imposition of sanctions by administrative or fiscal authorities in procedures of such nature, "Hernández, Mérigo & Hurtado" has the best tax and administrative counselors in the region, completing in that way the integrity of the services that our legal firm provides.

Some of the services we offer in the fields of Administrative and Tax Law, are:

 

· Legal representation on inspection procedures completed by Environmental, Labor and Health & Safety, or Consumer's Protection authorities or agencies;

· Counseling and filing of tax consultations or propositions regarding tributary laws´ application;

· Counseling and filing of Administrative Reviews against resolutions dictated by federal or local administrative authorities;

· Counseling before the Federal Administrative and Fiscal Justice Court, or Baja California's Court for Administrative Disputes, against tax related or administrative decisions, including those regarding Federal or Local employee's pension, and/or Public Worker's administrative sanctions;

· Preventive legal advice on taxes, related to tax laws and its applications on the company's behalf;

· Legal representation, counseling and filing of permits, licenses and any type or legal requirements for the operation of a company;

· Advice, representation and counseling on Customs Administrative Procedures, derived from goods verification on transport, first and second customs legal recognition on import or export operations, or Official Audits by the Mexican Customs Authorities;

· Counseling against any fiscal collection procedures from past due tax impositions made by authorities;

· Legal advice, counseling and filing against decisions made by the Mexican social Security Institute and/or the Mexican Federal Fund for Worker's Housing Institute.

· Legal advice for the granting of land use, sewage and other of its class permits, by state or federal authorities.

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