Mexico

As a signatory of the UN Global Compact, Mexican business law firm Mijares, Angoitia, Cortés y Fuentes S.C. has integrated sustainability standards at its very core. Besides its multifaceted ESG offering, which covers transactional, compliance, and litigation capabilities, the firm has a strategic alliance with the Social Value Institute. Together they have developed an ESG compliance IT platform to ensure clients report according to global ESG practices. Key contacts include Gabriel Calvillo and Adriana Morales Figueroa .

Francisco Glennie  and his team are providing pro bono support to Hagamos Composta, a social enterprise seeking to reduce greenhouse gas emissions through the collection and composting of urban waste. The group advises on various operational aspects, including IP, labour, real estate, and corporate matters.

The firm’s capital markets and banking teams have handled some pioneering sustainable bonds, such as Operadora de Servicios Mega’s issuance of MXN 3bn long-term bonds. The transaction marks the first sustainable bond issued by a non-banking financial institution in Latin America. The firm is also acting for the U.S. International Development Finance Corporation as lender in the $30m finance agreement entered with LAAD as co-borrowers to be used for projects promoting more sustainable practices in agri-businesses across Latin America, including renewable energy generation.

Martín Sánchez

Regularly represents issuers and underwriters in equity issuances, structured equity transactions (FIBRA, CERPI and CKD), multiple offering programs, corporate and labeled/sustainable debt issuances, equity and debt takeover bids and complex multi-financing structures involving the issuance of structured/project bonds in Mexico and international markets. He also advises issuers on regulatory and compliance matters and procedures related to regulatory authorities.

Contact: [email protected] 

In relation to the above, Martín advises issuers and companies in regulated sectors in the adoption of ESG standards, in the implementation of compliance programs aligned with the ESG strategy of companies and leads the firm’s ESG/Compliance practice.

Carlos Orcí

Carlos participates in advising issuers and companies in regulated sectors in the adoption of ESG standards and in the implementation of compliance programs aligned with the ESG strategy of companies, as well as regarding possible ESG risks and possible measures to mitigate them.

Contact: [email protected]

Adriana Morales

Adriana advises various clients for several years on corporate governance structure and in adopting policies to address and mitigate ESG risks, which encompass a wide range of issues (employee relations, human rights, supply chain management within a business society).

As part of her ESG specialization, Adriana has focused on designing tools for the development and implementation of regulatory and compliance management systems. These tools are essential in our clients’ ESG strategies, helping to mitigate corporate liability for control failures, oversight, and good governance.

Contact: [email protected]

Gabriel Calvillo

Gabriel has a long history in the regulatory, law enforcement and compliance field in environmental and human rights matters, which allows him to incorporate real procedural criteria and experiences into the prevention, risk analysis and compliance models of our Firm. Gabriel was in charge of the design and implementation of the Federal Law on Environmental Responsibility, which addresses central issues of compliance, climate responsibility and litigation in ESG matters, as well as a litigator and Prosecutor specialized in corporate crimes that expose people to criminal liability. due to failures in control, surveillance and governance.

Contact: [email protected] 

Mijares, Angoitia, Cortés y Fuentes, S.C. was founded in Mexico City in 1994, integrated by a team of the highest qualified lawyers, focused in providing professional legal services with the highest quality to meet its clients’ business needs. Today, Mijares, Angoitia, Cortés y Fuentes is a leading firm in the Mexican market, deeply committed to quality and responsiveness; it has established itself as one of the most prominent Mexican law firms and is recognized as one of the best firms in the country.

The firm started out as a financial, securities and M&A legal boutique. Presently, it has 21 practice areas which allows the firm to offer a full range of legal services to clients.

As of our ESG/Compliance Practice Area

We are convinced that as a business law firm we play a key role in promoting social responsibility and sustainability. We want to achieve this by adopting Environmental, Social and Governance (“ESG”) standards ourselves, and by creating a dedicated practice that advises clients on:

• the adoption of ESG standards,
• the implementation of financing operations and offerings linked to sustainability,
• the development of compliance mechanisms to identify, mitigate and manage their exposure to ESG risks and contingencies, and
• the representation of our clients in ESG conflicts and litigation.

1. Has your firm established a dedicated ESG/climate change/sustainability practice, team or task force?

We have recently integrated our ESG transactional, compliance and litigation capabilities to formally integrate an ESG practice area. For such purpose, we have formed a multidisciplinary team composed by various practice areas including Environmental, Labor, Corporate Governance, Tax, Antitrust, Compliance, Corporate Criminal Liability, Corporate Finance and Capital Markets.

The main objective of this practice area is to advise our clients in (i) the adoption of ESG standards, (ii) the implementation of financings and offerings linked to sustainability, (iii) the development of compliance mechanisms to identify, mitigate and manage their exposure to ESG risks and contingencies, and (iii) the representation of our clients in ESG conflicts and litigation.

2. What type of work do you handle in connection with “green change”?

Our Firm has a strong focus on renewables, from the development and construction of renewables projects to their financing and operation, including in matters related to governmental relations and material project documents. We advise private firms throughout the development of their projects and obtainment of funding or issuance of securities, private funds seeking to invest or acquire assets,

and financial institutions granting financing alike, aiming at enabling the successful execution of renewable energy projects to ultimately contribute to energy transition in Mexico. Furthermore, we advise industries seeking to acquire their electricity supply through clean sources, both through utility-scale wind and solar farms, and through distributed generation. We advise generators in the negotiation of contracts for the sale of clean energy credits in different voluntary markets. Finally, we have participated in the most innovative and landmark financing transactions related to sustainability and the issuance of green bonds.

In addition, our Firm has played a key role in the multiple litigation brought in recently against the Mexican government, who has sought to favor the state utility CFE’s fossil fuel-based fleet over renewable assets in the market. In coordination with the wind and solar energy associations, the defense that has been upheld before federal courts has been based on environmental principles recognized in the Mexican Constitution and international treaties governing matters of climate change to which Mexico is a party.

We put special emphasis in “green” projects in our pro bono practice. As further detailed in Section 7 below, as part of this work, we are advising non-profits that are focused in the fight against climate change, the reduction of waste, the inclusion to healthcare, the improvement of communities and the protection of wildlife.

3. Would you like to highlight a particular area of strength?

What sets our ESG practice apart in the market is the following areas of strength:

a) ESG/Compliance

We could develop and implement compliance programs in different areas as part of the ESG strategy of our clients, enhancing corporate governance, oversight of ESG initiatives and KPIs, risk management and dispute resolution.

b) Transactions with ESG Components

ESG is now a key differentiator in financing and capital markets transactions. Our team has been involved in some of the most innovative transactions in the market. In these transactions, we have advised clients on the adoption of ESG standards and the preparation of documentation for financing and issuance of sustainability bonds in line with international standards such as LMA’s Green Loan Principles and the 2018 Green Bond Principles.

c) ESG Litigation

Consistent with an ESG compliance strategy aimed at demonstrating our clients’ governance and compliance commitments, our Firm has extensive experience in the identification, mitigation, and handling of ESG litigation, including:

1. Sustainability litigation that may impact a company’s ESG objectives.
2. Social and Human Rights litigation regarding discrimination, workplace harassment, rights of indigenous people, and environmental collective rights.
3. Criminal litigation related to compliance issues of serious ESG violations.

d) ESG/Compliance Platform

As explained in more detail below, we have entered a strategic alliance with Social Value Institute, for the development and implementation of an ESG/Compliance platform that serves as a tool for the adoption, monitoring and reporting of ESG standards and the implementation of compliance programs.

e) HUMAN RIGHTS ASESSMENTS – advised one of the most important groups related to manufacture and distribution of beverages in undertaking a human rights risk assessment on a global and jurisdictional level, identifying risks which arose from relevant human rights-related policies, regulations, enforcement activities, litigation and claims, and other relevant stakeholder activities

f) ESG SCANs – implementation, jointly with our strategic allied Social Value Institute of ESG SCANs in difference industries with the purpose of raising awareness about institutional maturity in corporate sustainability and the compliance management system within an organization.

Main ESG SCANS on 2023 to: (i) a major chain of convenience stores with presence in in North America, Europe, and with additional 2,380 stores operating under franchise agreements worldwide, (ii) a group with a national and international reputation, which produces and markets quality products for human and animal health, (iii) an industrial development company specialized in the leasing and management of industrial plants and distribution centers; and (iv) one of the most important broker companies in Mexico and Latin America.

4. Has your firm implemented any internal best practices?

We are a highly recognized Firm for our professionalism, reputation, inclusion, and for social responsibility. We design legal solutions with the highest standards of honesty, integrity, ethics, and with a deep understanding of our clients’ needs. We have a strong commitment to governance, diversity and inclusion, Pro Bono work, respect for human rights, responsible hiring, and sustainability.

We have enhanced our corporate governance structure to implement these aspects, which included the a) creation of an ESG/Compliance Committee formed by partners of the Firm and supported by our Diversity and Inclusion, Best Place to Work, Pro-Bono, and Human Resources Committees, b) the appointment of a Compliance/EPD/Human Rights Violation Prevention Officer, c) the appointment of a Compliance Officer for the prevention of harassment and bullying in the workplace process, and d) the appointment of a Social Responsibility Coordinator.

We have strong internal policies and a Code of Ethics; we handle the matters always in observance of our professional secrecy obligations and following data protection regulations; we encourage teamwork, diversity and inclusion, growth, and respect among all the members of the Firm. For our Firm, social responsibility is a guiding principle in the way we work, based on the management of the impacts that our legal services and actions generate on our employees, clients, local communities, environment, and society in general.

Our Firm is committed with the environment, we have implemented actions to reduce the environmental impact of our activities. Our offices are located within a LEED building, according to The Green Building Council certification, which include construction and maintenance strategies to procure:

• Energy savings
• Water savings and water efficiency
• Reduction of CO2 emissions
• Improved indoor air quality
• The use of local materials and resources and the sustainability of the property with respect to the location and its impact on the environment.

Within the Firm, we have replaced the use of pet bottles and cardboard cups with glass and ceramic cups, we have policies to reduce document printing and paper use, save energy and our flextime and home office policies also contribute to a reduction in the use of automobiles and public transport.

Our Firm is in a transition period to comply institutionally with ESG standards. To achieve this goal, our strategic partner Social Value Institute is advising us on the implementation of our ESG framework, on the integration of our Pro-Bono practice into the Firm’s ESG strategy and in the development and implementation of institutional compliance tools.

5. Has your firm joined any external ESG-related projects, networks, or initiatives?

To offer our clients comprehensive ESG solutions, we have entered a strategic alliance with Social Value Institute, a highly recognized ESG firm, which aims to:

1. Integrate Social Value Institute’s capabilities in ESG standards diagnosis, adoption, monitoring, and reporting with the Firm’s transactional and compliance capabilities.
2. Implement transactions with ESG components with a deep understanding from a legal and non-legal perspective.
3. Develop an ESG/Compliance IT platform with Social Value Institute to implement, monitor and report ESG standards, establish compliance programs aligned with our clients’ ESG strategy, and mechanisms for detection, control, prevention, mitigation, and resolution of ESG contingencies and litigations.
4. Jointly participate in ESG and sustainability related programs and events to raise awareness and educate the market on the adoption of ESG standards.

6. What are your firm’s ESG-related goals?

We are in an internal transition to adopt ESG standards within the Firm with the objective of achieving the Sustainable Development Goals of the 2030 Agenda of the UN Global Compact (“SDGs”). Through a profound understanding of ESG from a legal and non-legal perspective, we aim to promote and help our clients in their transition to the adoption of ESG standards, implementation of strong compliance frameworks and participation in ESG related transactions. One of our main goals is to focus our pro bono efforts in matters that have a relevant impact on environmental and social issues.

7. Is your firm involved in any relevant pro bono work?

We are aligning our Pro-bono efforts with the Firm’s ESG strategy by participating in matters that have a relevant impact in the environment or social issues, such as:

a) Advising a non-profit organization, in a potential transaction involving the acquisition of carbon credits to be issued by to Mexican States. Such credits would be issued through development of tropical forest protection and restoration projects of jurisdictional scale, and their certification under the ART (Architecture for REDD+ Transactions) standard, for their further sale in an international carbon market where National governments and some of the largest retailers are buyers.

b) Advising the Red Cross in the development of a new finance structure for donations that will allow the Red Cross to be self-sufficient and upgrade their hospitals with specialized health services, which will facilitate the inclusion of specialized health services in Mexico, generating a relevant impact in terms of access to public health care.

c) Advising a non-profit organization which main purpose is to preserve, improve and regenerate the social and environmental surroundings of a town in the State of Mexico and achieve sustainable development, currently, we are advising them on their internal policy: conflict of interest, governance, and operation.

d) Advising a social entrepreneur whose project consists of being the link between people who recycle with collectors and recycling centers through a web application.

e) Advising a non-profit organization whose main objective is to offer and accompany processes of human promotion to communities in extreme marginalization.

f) Advising a non-profit organization which has a global movement, its main purpose is to end the injustice of poverty, through protecting and rebuilding lives when disaster strikes, helping people build better lives for themselves, and for others, and taking actions on issues like land rights, climate change and discrimination against women.

g) Carrying out legal work for a non-profit focused on the defense on animal rights, which work includes seeking the development of government policies and legal bills for the protection and better treatment for captive wildlife.

8. Is your firm involved in any public outreach or client education?

a) CSO Executive Program.

Our Firm participated as co-sponsor and speaker in the Sustainable Business Executive Program, a unique program developed by BIVA and Social Value Institute, whose purpose was to be a learning experience that would allow the change of paradigms and the understanding of the new business environment that has ESG factors at the core of its strategies and the development of compliance schemes, thus promoting corporate sustainability. The program was attended by experts in all fields of ESG matters, including academics, ONGs, rating agencies, investors, and our ESG/Compliance experts. As of this year, the IFC, as member of the World Bank Group, in charge of advancing economic development by encouraging the growth of private sector in developing countries and the Inter-American Development Bank, as an international financial institution serving as the largest source of development financing for Latin America are sponsoring the CSO Acceleration Program.

b) MootComp ESG 2022.

Our Firm has organized “MootComp” in close collaboration with key stakeholders in the sector, including the Mexican Competition/Antitrust Commission (“COFECE”) and serval universities in Latin

America. MootComp is a contest in the field of competition law that creates unique learning opportunities for law and economy students based on simulated a court hearing, case studies and interdisciplinary work. This initiative, now in its sixth edition, has enjoyed tremendous growth and visibility and has become a key event for lawyers and economists, as well as students in law and economy in Latin America. The initiative inspires passion for the profession whilst instilling valuable, practical lessons that give aspiring attorneys a taste of the practice of law. By choosing a timely case, MootComp also started to act as a unique forum for the discussion of key competition issues in Latin America and beyond. Recognizing the importance of ESG, this year, the case will be focused on the conflicting interaction of ESG and antitrust regulations in the textile sector.

9. Have there been any recent non-confidential stand-out matters that were particularly innovative, pioneering, or complex?

We participated in the first issuance of a sustainability-linked bond by an airport group (OMA) and an airline (Volaris), the first social bond by a microfinance institution (Compartamos), one of the first green bonds issued by a housing company (Consorcio ARA), one of the first sustainability-linked bonds issued in Latin America by a non-bank financial institution (Mega), one of the first green loans in Mexico by a global retailer (Ikea), and the first green loan issued by a transportation infrastructure company (RCO).

We have represented relevant groups in the development and implementation of ESG compliance, dispute management and litigation schemes in various sectors and industries, such as mining, infrastructure, energy, finance, real estate, aviation, entertainment, among others. Our expertise includes the resolution of conflicts in specialized environmental courts, class action courts, environmental prosecutors, consumer rights, prosecutors, and agencies in the field of Human Rights and prevention of discrimination.

10. When did ESG, climate change and/or sustainability become an area of focus at your firm?

Since the energy reform, which introduced the possibility of including renewable energies and the integration of regulatory compliance schemes, our firm has been involved from the beginning in projects related to green projects and the implementation of this type of schemes related to sustainability.

Likewise, when the Federal Law of Environmental Responsibility was implemented, our firm was involved from the beginning in projects related to green energy (green projects) and the implementation of this type of schemes related to sustainability.

From there, different practice areas of the Firm were developed, which resulted in the integration of an ESG taskforce that integrated transactional, regulatory, compliance and litigation capabilities, and finally in a strategic alliance with an ESG consultant.

11. What has driven your firm’s involvement in a green transition? (Client demand? Business case? Personal attitudes/beliefs/initiatives?)

Various elements have driven our Firm to involve in a green transition, particularly:

a) We believe that the environmental and human rights crisis and, specifically the issue of climate change are matters of concern that cannot wait and that require all actors to generate change to achieve the UN Sustainable Development Goals.

b) We are convinced that as a Firm we play a key role in the development of social responsibility and sustainability, by adopting environmental, social, and corporate governance (ESG) standards within the Firm as part of our DNA.

c) We consider that the interest of regulators, investors and other stakeholders in the proper adoption, monitoring, and reporting of ESG standards has grown steadily in the past years. Furthermore, one of the foundations for a company’s adoption of ESG principles is to maintain a robust compliance framework, and to have compliance tools/schemes to ensure the management and oversight of ESG risks and contingencies.

12. Do you have any strategic plans to expand your work or your initiatives in this area in the future?

We will expand our compliance practice by incorporating the UN Guiding Principles on Business and Human Rights into our risk analysis and implementation of ESG strategies of our clients.

The technological innovation platform that we have developed together with Social Value Institute is one of the pillars of our ESG/Compliance practice area and will be therefore in a constant process of development to adapt to our clients’ ESG strategies and regulatory changes.

We will continue participating in ESG and sustainability programs and events to raise awareness and educate the market on the adoption of ESG standards and we will keep on seeking pro bono work in areas related to ESG, specially, in matters of environmental protection, fight against climate change and social issues.

13. Where do you see the future of ESG/sustainability in the legal community (both in terms of legal offerings and firms’ best practices)?

Firms will have to adapt to the times and be able to provide legal services always considering the ESG angle. Most likely, individuals with skills in matters related to sustainability, climate change and biodiversity will become key in all transactional work, as well as in advice related to day-today operations. More and more we are seeing governments promote policies seeking transition to a low carbon economy and analyzing ways to reduce waste, implement a circular economy and mitigate climate change. Deep knowledge of the issues underlying these policies, as well as a full understating of the implementing legislation by Firms will become key for a successful implementation.

Inclusion and non-discrimination practices will be on increase demand, both by the society and the human rights agencies.

Our Firm is in a process of evaluation with an external consultant to find out which areas we need to strengthen to comply with the ESG standards, which are even more ambitious. Once we have this scan, our firm purpose is to develop policies and implement concrete actions to in accordance with our nature as a service provider, mainly in environmental issues, reduce our ecological footprint and thus contribute to sustainability.

In parallel, we are working hard to increase our pro bono legal counsel and ensure that the matters we handle are aligned with our ESG strategy.