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Applicability and exemptions
When must a prospectus be filed? Are there any notable exemptions?
In order to launch an IPO, the issuer must:
- register the securities in the National Registry of Securities;
- file for authorisation of the IPO with the National Banking and Securities Commission (CNBV); and
- file the prospectus and all relevant documents before the CNBV, including legal opinions and audited financial statements.
Depending of the complexity of the deal, the CNBV takes two to four weeks to analyse and comment on the documents filed. After the final versions of relevant documents are filed, securities are listed and traded on the exchange.
No exemptions are contemplated and the only exceptions are related to private offers.
What must the prospectus contain?
According to the Securities Market Law and the General Regulations Applicable to Issuers of Securities and Other Participants of Exchange Markets, the prospectus must contain the following:
- the public offer and securities specifications;
- the financial, administrative, economic and legal situation of the issuer;
- a description of the issuer;
- the structure of the capital stock;
- perceptions, of any nature, that the issuer grants related individuals;
- agreements authorising officers of the company to participate in the capital stock;
- any relevant operations that were completed with related parties in the last three years;
- directors’ certificates regarding the financial situation of the company;
- a legal opinion and financial statements;
- a description of the equivalences, similarities and differences of any applicable special legal regime, if any, in terms of financial regulation; and
- a statement expressly manifesting that no relevant information is false or omitted.
Filing and approval procedure
What is the procedure for filing for and obtaining prospectus approval from the regulator? Can draft prospectuses be submitted to the regulator for preliminary comment?
In order to receive authorisation for a public offer, the prospectus must be filed with the CNBV for approval. Issuers can file draft prospectuses with the CNBV for preliminary comment.
What types of prospectus liability can arise (eg, statutory, contractual, tort)? Which parties may be held liable?
In addition to the standard contractual liability, which can result in compensation for damages, criminal liability can also arise when false information regarding securities is widespread through the prospectus. This can be penalised with a five to 10-year prison sentence.
What defences are available for liable parties?
No special defences are available.
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