[ESTABLISHING A BUSINESS ENTITY IN MEXICO] 322
(ii) Agreements
among
(d) Implementation
of
Shareholders Pursuant to recent amendments made to the LGSM, the SA can be considered as a very flexible vehicle since now you can incorporate in its by-laws all the shareholders agreements that were not permitted or questionable before such amendments entered into effect. Some examples of the provisions permitted to be incorporated in the by-laws of an SA are: (a) Restriction with respect to the transfer of shares of a same series or class representing its capital stock; (b) Exclusion causes for shareholders or the exercise of retirement or separation rights, or the right to redeem shares, as well as to establish the price of the shares or the method to determine such price; (c) Issuance of shares that
mechanisms be followed in the event of shareholders disagreements with respect to specific matters; (e) Broadening, limiting or denying their to preemptive rights in the event of capital stock increases, or even providing for publicity methods other than the ones provided in the LGSM; (f) Liability limitations for damages and lost profits arising from directors´ or officers´ actions in connection with the breach of the “duty of care” of such directors; (g) Stock options to buy or sell shares (“put” or “call” options including “tag along” or “drag along” rights) or agreements to restrict, transfer or regulate the preemptive rights for capital stock increases, among the same shareholders or with third parties; and agreements to exercise voting rights in shareholders’ meetings; and (h) The possibility to hold shareholders meetings
(i) do not confer voting rights or limit such voting rights, (ii) grant non-economic rights or specifically grant only voting rights; (iii) limit or broaden the economic rights, or (iv) grant veto rights;
ILN Corporate Group – Establishing a Business Entity Series
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