Mexico

Written by:Roberto Rios, Artigas María Eugenia, Ortega Jiménez, Guillermo Parra On April 9, 2026, Mexico’s Law for the Promotion of Investment in Strategic Infrastructure for Development with Well-being (Ley para el Fomento de la Inversión en Infraestructura Estratégica para el Desarrollo con Bienestar) was published in the Federal Official Gazette, amending and adding various provisions of the Federal Budget and Fiscal Responsibility Law. This alert summarizes key provisions and considerations for investors and developers evaluating infrastructure opportunities in Mexico. Overview and purpose of the law The law regulates investment mechanisms that promote the development of strategic public infrastructure projects through the coordinated participation of the public, private, and social sectors, within the “Plan Mexico” framework and the Infrastructure Investment Plan for Development with Well-being 2026–2030 (Plan de Inversión en Infraestructura para el Desarrollo con Bienestar 2026–2030). The Proyectos para el Desarrollo con Bienestar bajo Esquemas de Participación Mixta of the energy sector will continue to be governed by the Electricity Sector Law and the Hydrocarbons Sector Law. The law coexists with schemes provided for in other applicable legislation, including those that govern the financial or infrastructure sectors. Applicable sectors and scope The law applies to projects related to communications, transport, water, environment, housing, energy, health, education, public spaces, industrial parks, and technologies. Mixed participation schemes The law defines mixed participation schemes (Esquemas de Participación Mixta) as the mechanisms through which the state participates jointly with the private or social sector in the financing, design, construction, operation, or provision of services related to Proyectos para el Desarrollo con Bienestar – projects aligned with development plans and programs – sharing risks, costs, investments, and benefits. The law provides for the following schemes: Long-term contracting. The private or social sector participates in the financing, design, construction, operation, or maintenance of infrastructure for a specified period, in exchange for periodic payments, tariffs, or other recovery mechanisms. The transfer of assets at the end of the contract is mandatory. Mixed investment. The public, private, or social sectors participate jointly by sharing risks, costs, and benefits according to each party’s participation interest. The public sector must maintain a stake in the vehicle’s share capital or equity. Payments may not be increased in real terms. Infrastructure and associated assets may be used as collateral. Specific sectoral schemes. The law contemplates the use of schemes provided for in sectoral laws, including those governing the energy sector, as well as co-investment mechanisms, joint ventures, and financial vehicles allowed by applicable legislation. Other schemes. Additional schemes established by the regulations or the guidelines issued by the Ministry of Finance and Public Credit may be used. Specific Purpose Vehicles The law provides that the Ministry of Finance will implement the creation of Specific Purpose Vehicles (SPVs) to coordinate the participation of the public, private and social sectors in the financing of projects. Constitution. SPVs may be constituted as public or private trusts, mandates, or similar figures, as well as in the form of a Sociedad Anónima, Sociedad Anónima Promotora de Inversión, Sociedad Anónima Promotora de Inversión Bursátil, or Sociedad Anónima Bursátil. The public, private, and social sectors may participate jointly or separately. States and municipalities may participate, provided they allocate local resources and obtain the corresponding authorizations. Possibility of issuing debt. To finance their activities, SPVs may issue fiduciary stock certificates or similar debt instruments, subject to the Securities Market Law and other applicable provisions. Supports and benefits. Projects that have the approval of the Strategic Planning Council for Infrastructure Investment may access SPVs to optimize their financial structure or obtain liquidity. Support may include contributions of resources, access to financing schemes channeled through the SPVs, and, in certain cases, the granting of guarantees from the federal government. The law also provides that the federal executive may grant fiscal incentives to promote Proyectos para el Desarrollo con Bienestar. Strategic investment contracts Strategic investment contracts must have a minimum term of four years and, including extensions, may not exceed 40 years. They must include the object, source, and cost of capital; technical specifications and performance levels; risk distribution; causes for termination and early termination; conventional penalties; and dispute settlement procedures. The Strategic Planning Council for Infrastructure Investment The law establishes the Strategic Planning Council for Infrastructure Investment (Council), a permanent consultative body without legal personality or assets of its own, responsible for establishing technical criteria, issuing coordination guidelines, and formulating recommendations on strategic investment policies. Integration. The Council will be chaired by the Federal Executive and made up of the heads of the Ministries of Finance and Public Credit (alternate for the presidency), Environment, National Defense, Navy, Energy, Economy, Infrastructure, Communications and Transportation, Anti-Corruption and Good Governance, Agrarian, Territorial and Urban Development, the Legal Counsel of the Federal Executive, and Banco Nacional de Obras y Servicios Públicos (Banobras). Powers and responsibilities. Among the responsibilities of the Council are to: 1) determine those projects that have the character of projects for development with well-being; 2) define investment priorities with a long-term vision; 3) approve a national investment strategy; 4) issue opinions on financial, economic, and social profitability; and 5) approve the participation of interested parties in Esquemas de Participación Mixta. Procurement and award The law establishes that agencies and entities seeking to develop a project will call for tenders, in which national or foreign legal entities – including consortia – may participate, and the project will be awarded to the participant who submits the compliant proposal that ensures the best economic conditions for the state. Before the tender, the agencies and entities must conduct market research and may hold informational meetings with interested parties in the relevant sector. The law provides for exceptions to tendering by invitation, including direct award in specified cases such as insufficient market options, national security concerns, or contractor substitutions in ongoing projects. Dispute resolution The law prioritizes alternative dispute resolution mechanisms. Where agreed, strict law arbitration under the Commercial Code and Mexican federal law, conducted in Spanish, with a binding award may be used. The revocation of authorizations and acts of authority are excluded from arbitration. Monitoring obligations The law incorporates reporting and monitoring obligations, including quarterly reports, the recording and monitoring of multi-year commitments under the Federal Budget and Fiscal Responsibility Law, and the establishment of information systems with access for legislative commissions. The effective implementation of these mechanisms will depend, among other factors, on the guidelines and regulations to be issued. Current status and entry into force Once published, the law will enter into force the following day. The Federal Executive will have 180 calendar days to issue the regulations. The Ministry of Finance must issue the guidelines within its competence within the same period. The Council must be installed within 120 calendar days following its entry into force. Projects previously entered into may be migrated into the Esquemas de Participación Mixta, subject to the agreement of the parties and the Council’s approval. For more information, please contact the authors.

The recent announcement of a critical minerals cooperation plan between Mexico and the United States is a particularly relevant development for the mining industry. Far from being a merely declarative instrument, this agreement reflects a structural change in the way mineral resources are conceived, not only as productive inputs, but as strategic assets linked to energy security, industrial competitiveness and the resilience of supply chains. The concept of critical minerals encompasses resources such as lithium, copper and nickel, the demand for which has intensified as a result of the energy transition, electromobility and technological progress. In this context, the United States has promoted the consolidation of more resilient and regionalized supply chains, reducing its dependence on external markets. Mexico, on its end, has significant geological potential and a privileged geographic position that positions it as a natural partner in this strategy. This plan, expressly aligned with the Treaty between Mexico, the United States and Canada (T-MEC), comes at a key moment, less than a year before its formal revision. Its content reveals a logic that transcends traditional trade. The possibility of implementing schemes such as minimum border prices, the coordination of trade policies and the identification of strategic minerals of common interest are evidence of a shift towards mechanisms aimed at stabilizing and strengthening regional supply chains in the face of an increasingly volatile and concentrated international market. Mexico is not a peripheral player in this framework. Its geological potential, geographic proximity and trade integration place it at the center of the U.S. strategy; however, its participation is not without its challenges. Recent mining policy has emphasized the strengthening of state control over natural resources, particularly in the case of lithium, as well as the introduction of greater restrictions on concessions. This approach, although it responds to a sovereignty logic, may generate tensions given the need to provide certainty to foreign investment and to align with increasingly demanding regional standards. For the mining industry, this scenario implies a profound transformation. It is no longer just a matter of producing and exporting minerals, but of integrating into strategic value chains ranging from exploration, processing, manufacturing and even exporting. At the same time, greater regulatory pressure is anticipated, both in terms of sustainability and compliance to international standards, as well as a possible reconfiguration of economic incentives derived from mechanisms such as minimum prices or preferential financing schemes for projects considered strategic. Therefore, the review of T-MEC in 2026 acquires a completely different dimension. Far from being a merely technical exercise, it is emerging as a space in which the rules of the game for key sectors such as mining could be redefined. Although the treaty does not expressly contemplate critical minerals, its institutional framework could be used to incorporate new instruments aimed at strengthening regional security of supply, facilitating investment in strategic projects or even establishing common regulatory parameters.  

The Ministry of Economy in Mexico recently published the Institutional Program 2026–2030 of the Federal Consumer Protection Agency (PROFECO) in the Official Gazette of the Federation. The Program establishes the objectives and strategies that will guide PROFECO's actions over the next five years. In accordance with the Program, PROFECO will intensify its regulatory and oversight activity, directing its resources toward correcting commercial practices that it considers structurally harmful to consumers in Mexico. In practical terms, the Program anticipates a more active regulatory environment with higher compliance expectations for suppliers operating in Mexico – particularly in terms of advertising, e-commerce, adhesion contracts, labeling, product quality, and handling of consumer complaints. Strengthening PROFECO's oversight and sanctioning powers will likely involve increased scrutiny of business practices and internal compliance programs over the next few years. For companies that offer goods or services in the Mexican market, the Program is a reference point for regulatory priorities and expectations in the consumer-protection compliance environment. Companies that do not implement this new regulatory approach could face more frequent verification procedures, harsher penalties, and increased public scrutiny of their business practices. Context and assessment of the problems identified by PROFECO PROFECO identified five structural problems in consumer relations that are directly relevant to suppliers’ operations in Mexico: Misleading advertising and marketing of unsafe or poor-quality products Abusive business practices Informational inconsistencies in contracts and contracting processes Inadequate access to information for responsible consumption Low trust in public institutions Strategic objectives and implications for suppliers The Program is structured around five strategic objectives that have a direct impact on the regulatory obligations and risks of suppliers. Ensure access to clear information on goods, products, services, and consumer rights Action plans for information access include the following: Preparation of quality studies on goods and products Evaluation of goods and products through technical analysis and standardized testing methods Dissemination of information on goods, products, and services that could represent risks to the life, health, or integrity of consumers Identification of misleading advertising in mass media and digital platforms Strengthening of the "Who's Who" programs Promote fair consumer relations by suppliers of goods, services, and products The Program lists the following action steps for promoting fair consumer relations: Review compliance with Official Mexican Standards applicable to labeling and commercial information Execute verification and surveillance actions, especially during high-consumption seasons Disseminate information on the behavior of suppliers through the PROFECO Commercial Bureau Promote responsible fair-trade practices and trade information Supervise compliance with obligations related to commercial promotions Strengthen the imposition and execution of administrative sanctions through the Administrative Enforcement Procedure, in its capacity as a tax authority Strengthen mechanisms for the defense of consumer rights In the Program, PROFECO puts forward the following approaches for defending consumer rights: Strengthening digital mechanisms for dispute resolution Modernizing face-to-face and remote conciliation and arbitration systems Promoting the use of class actions and their legal representation Strengthening the processes for registering, reviewing, and approving adhesion contracts Developing additional protection mechanisms derived from the increase in electronic commerce Implementing special projects related to the use of artificial intelligence (AI) and algorithms in digital platforms Promote a culture of responsible and sustainable consumption Action plans for promoting responsible consumption consider: Dissemination of didactic and informative materials on goods and services through physical and digital media Holding of educational sessions on consumer rights in the Consumer Protection Offices Strengthening of institutional mechanisms for the promotion of responsible consumption, including the Consumer Advisory Council Strengthen the institutional performance of PROFECO Among the main actions planned for PROFECO are: Promoting adjustments to the Federal Consumer Protection Law (LFPC), its regulations, and other applicable provisions – particularly in terms of electronic commerce, AI, and algorithms in commercial platforms Promoting inclusive and accessible care mechanisms for groups in vulnerable situations Strengthening the dissemination of PROFECO's functions and the quality of its advisory, conciliation, arbitration, and opinion processes Regulatory exposure and mitigation for suppliers Against this backdrop, suppliers operating in the Mexican market are encouraged to adopt a proactive compliance approach – aligned not only with applicable legislation, but also with the regulatory specifications and supervisory criteria announced by PROFECO in the Program. In the area of adhesion contracts, the Program anticipates a simplification of registration processes, accompanied by more intensive supervision of existing contracts. The review will likely focus on verifying that the content, language, and structure of such regulatory records are accessible to the average consumer. The systematic monitoring of advertising will be one of the regulatory priorities during the period of validity of the Program. Consequently, suppliers must check that all commercial messages – including those disseminated on social networks and digital platforms – are truthful, verifiable, and do not omit information that could lead to error. Likewise, the strengthening of internal compliance programs in consumer protection will be increasingly relevant, not only for the adequate handling of claims and procedures before PROFECO, but also from a reputational perspective – particularly in the face of the public information available in the Commercial Bureau of the authority. Finally, in terms of product labeling and quality, companies are encouraged to ensure that the commercial information accurately reflects the composition and characteristics of the goods and that they comply with the applicable Official Mexican Standards. How DLA Piper can help DLA Piper’s Mexico-based team has extensive experience in consumer protection; regulatory compliance before PROFECO; defense in conciliation proceedings; arbitration, verification, and infringement of the LFPC; design of trade compliance programs; and strategic advice in the face of evolving regulatory environments. We are available to our clients to analyze their specific exposure to the new Program and strategize mitigation measures adapted to each sector and business model.

DLA Piper advised Grupo Cox (Cox), a leading Spanish multinational water and energy company, on the closing of its US$4.2 billion acquisition of Iberdrola’s Mexico assets and related financing – one of the energy sector’s most significant cross-border transactions of 2025. The deal closed on the terms, timeline, and structure announced to the market last July, when Cox and Iberdrola first signed the agreement. The landmark transaction incorporates a generation platform with 2,600 MW of installed operating capacity, a pipeline of approximately 12,000 MW of renewable projects at various stages of development, and the largest private power supplier in Mexico, with more than 25 percent market share, 20 TWh of commercialization, and 500-plus large corporate customers. Cox secured bank financing totaling US$2.65 billion for the acquisition, structured as a syndicated facility with seven top-tier financial institutions (Citi, Barclays, BBVA, Deutsche Bank, Goldman Sachs, Scotiabank, and Santander). The tranche not covered by bank financing was supplemented by capital contributed by Cox, together with financing from institutional investors such as Allianz Global Investors, Gramercy, and GMO. The DLA Piper team, co-led by attorneys in the United States and Mexico, supported Cox across all workstreams of the transaction. This included corporate, regulatory, financing, and corporate governance matters, working in close coordination with the international lenders and investors that backed the transaction. "The closing of this acquisition is a milestone for Cox and for the energy sector across the region,” said Francisco J. Cerezo, Chair of the US-Latin America and Ibero-American practices, who co-led the deal team. “It has been a privilege for us to accompany Cox in a transaction of this complexity and scale, combining highly sophisticated regulatory, financial, and cross-border components. We are grateful for the trust placed in us by the Cox team and proud of the result achieved.” “This transaction reaffirms Mexico’s strategic role as a long-term investment destination in the energy and water sectors,” said Mauricio Valdespino, US-Latin America Practice Group Regional Co-Leader – Corporate M&A and Private Equity, who co-led the M&A deal alongside Cerezo. “Supporting Cox in the integration of a platform of this magnitude – fully aligned with the country’s public policy priorities – has been an extraordinary opportunity for our team and reflects the depth of our practice across the region,” said Edgar Romo, US-Latin America Practice Group Regional Co-Leader – Finance, who co-led the financing transaction along with Rob da Silva Ashley, Global Co-Chair of the firm’s Energy and Natural Resources sector. In addition to Cerezo, Ashley (both Miami), Romo, and Valdespino (both Mexico City), the broader cross-border team of more than 75 attorneys included Partners Guillermo Aguayo, Roberto Ríos (both Mexico City), Joseline Rodriguez (Miami), Michael McGuinness, Amadeu Ribeiro, Jamie Knox, and Frank Mugabi (all New York). In Europe, the team was led by Yoko Takagi (Madrid) in collaboration with Richard Normington (London) and Xavier Guzman (Luxembourg). With more than 1,000 corporate lawyers globally, DLA Piper helps clients execute complex transactions seamlessly while supporting clients across all stages of development. The firm has been rated number one in global M&A volume for 15 consecutive years, according to Mergermarket, and ranked as number one in VC, PE, and M&A in combined global deal volume, according to PitchBook. DLA Piper advises on all aspects of financing across borders, sectors, and financial products. The firm’s lawyers advise issuers, underwriters, selling shareholders, sponsors, arrangers, lead managers, originators, dealers, trustees, and depositaries on a broad range of capital markets offerings, including equity, equity-linked and debt securities, structured and project financings, and securitizations. DLA Piper's Latin America team offers full-service business legal counsel to domestic and multinational companies with interests in and operations throughout the region. Our integrated approach to serving clients combines local knowledge with the resources of the DLA Piper global platform. With more than 400 lawyers practicing throughout Argentina, Brazil, Chile, Mexico, Peru, and Puerto Rico, in addition to our US-based cross-border attorneys, our teams frequently work with our professionals throughout the LatAm region, the Iberian Peninsula, and around the globe. DLA Piper’s global platform of 90+ offices in more than 40 countries enables us to serve all our clients’ legal and business needs, whether they are based in Latin America or wish to do business there. For more information, visit Latin America | DLA Piper.