full biography

Gonzalo Robles Mac Eachen
Of-Counsel
Alborada 124-102
Col. Parques del Pedregal
C.P. 14010, México, D.F.
México
Tel:
Online:
E-mail:
+52 (55) 2623.0552
www.wll.com.mx
[email protected]
Overview
Mr. Robles has worked as an attorney for over 27 years. He initiated his practice with what was at the time one of
the foremost Mexican firms, Noriega y Escobedo, S. C. Following that, he founded Arena y Robles, S.C., and
thereafter founded Gardere, Arena y Robles, S.C., a combined Mexican-American firm with the Texan Dallas-based
firm, Gardere. He has extensive experience in business and has provided advice in matters related to mergers and
acquisitions, incorporation of foreign financial affiliates, corporate reorganisations, regulatory matters and
international inbound and outbound transactions. He has extensive experience in antitrust, financial, banking and
insurance matters. He has kept alliances forged in the past with prominent firms both in Europe and America, and
therefore has built on the reputation and trust he has acquired over the years. He has kept and developed both a
Mexican and a foreign client base, with key American and European investors in Mexico.
He provides a comprehensive range of legal services to both Mexican and foreign clients. Mr. Robles’s success is
based on the strength of his international and local practice in the following areas:
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Corporate & Transactions
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Financial Law
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Economic Competition
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Energy
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Concessions and Privatisations
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Public Bids & Governmental Agreements
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Real Estate
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Telecommunications
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Tax Law
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Labour and Employment
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Environmental Law
Education
Universidad Nacional Autónoma de México, Mexico City, Law Degree, with honours, 1983-1987.
Instituto Tecnológico Autónomo de México, Mexico City, Advanced Studies, Economics, 1980-1982.
Professional Background
2007 – present:
Partner, Robles Mac Eachen y Asociados, S.C., Mexico City
1995 – 2007:
Partner, Gardere, Arena y Robles, S.C. Mexico City
1989 – 2007:
Partner, Arena y Robles, S.C., Mexico City
1987 – 1989:
Associate, Noriega y Escobedo, S.C., Mexico City
Clients and Representative Matters
Mergers, Acquisitions & Joint Ventures
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Represented Henkel Capital in the acquisition of the adhesives and waterproofing businesses (i.e.,
Resistol and Fester) of Grupo Desc.
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Regularly represented clients such as Mitsui & Co., Tetra Pak Group, Ingram Micro, and Tyco ADT on
general corporate matters, including various mergers and acquisitions.
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Represented Hachette Filipacchi Presse in a joint venture with Editorial América, a subsidiary of
Televisa, for the publication in Mexico of the international magazine, ELLE.
Corporate Restructuring & Liquidation
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Corporate and financial advice for the design and implementation of total corporate restructuring
processes of important corporate groups such as the Tetra Pak Group.
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Represented SEB Internationale S.A.S. (Moulinex, Krupps, Tefal) in the planning of a restructuring
process of its Mexican operations.
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Dissolution and liquidation of Mexican companies for clients such as Christian Dior, Southwire de
Mexico, and Global Refund.
Due Diligence
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Represented the Tetra Pak Group in a complete due diligence of Sidel Group’s Mexican operations.
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Represented Grupo Financiero Ford Credit de Mexico in the due diligence for attempted purchases
of leasing and financing companies.
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Governmental Authorizations
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Interpretation and compliance with administrative procedures and regulations of various
governmental authorities, both at the local and federal levels; broad scope of experience in these
areas is further enhanced by having personal access to many levels of the Mexican public
administration, allowing for efficient and effective representation before governmental agencies.
Contracts & Transactions
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Various commercial and civil contracts and transactions, such as lease operations, service
agreements, franchising, distribution, trusts, pledge, deposit, supply, bonds, etc.
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Advised Tyco International on the restructuring of ADT’s distribution agreements
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Represented Tetra Pak on the design and implementation of its standard supply agreement
Financial Services
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Legal advice to foreign banks and their representative offices in Mexico, as well as to other financial
organisations, such as non-bank banks, insurance companies, pension fund management
companies (known in Mexico under the acronym "AFORES"), financial lease entities, factoring
companies, money exchange offices and bonded warehouses, among others. Services include
regulatory and administrative compliance, day-to-day and transactional operations, matters of
debtors’ insolvency, matters of financial and mercantile law as applied to banking and financial
operations, including secured credit transactions.
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Represented the Zurich Group in the acquisition of Zurich Afore (its subsidiary pension fund
manager) by Principal Afore, owned by Principal Financial Services, Inc.
Foreign Banks
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He has routinely represented banking institutions in credit, financing and loan operations with
Mexican and foreign debtors, including the preparation of Mexican negotiable instruments, the
establishment of guaranty trusts and the creation and perfection of security interests. He has
represented, in a number of financing operations in Mexico among others:
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BNP Paribas
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Compass Bank N.A.
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Bank One Texas, N.A.
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Dexia Crédito Local México, S.A. de C.V. Sociedad Financiera de Objeto Limitado Filial.
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Congress Financial Corporation (Wachovia)
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Bank of Nova Scotia
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Insurance
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Advised Zurich Insurance Group and HDI Gerling from the moment of the establishment of their
respective affiliate insurance institutions in Mexico:
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Assisted The Yasuda Fire & Marine Insurance Co. in obtaining the necessary governmental
authorisation and in opening its affiliate insurance institution in Mexico.
Afores (Pension Funds), Non-Bank Banks and Auxiliary Credit
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Represented Zurich Insurance Group in the establishment of Zurich Afore, S.A. de C.V.,
Administradora de Fondos para el Retiro, one of the 17 such companies initially authorised to
operate as pension fund managers in Mexico, and the first such company to be a majority
foreign-owned foreign financial affiliate. He acted as regular counsel in corporate and regulatory
matters of this Afore and Zurich Siefore until their purchase by Principal Afore.
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Assisted Dexia Crédit in the creation of a Sofol that operated successfully in Mexico until the
financial crisis of 2008.
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Represented Provident Financial, PLC, a U.K. public company with more than a 100 years of
experience in home-credit financing, in the design and structuring of its Mexican credit operations,
as well as in their initial approach to Mexico and entry into the Mexican market.
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Represented Envíos RD on their routine money transfer operations in Mexico from Mexican
migrants.
Risk Assessment
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Represented BNP Paribas on the risk assessment related to an energy project financed through
Long-Term Productive Infrastructure Projects (PIDIREGAS).
Economic Competition (Antitrust)
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Advises various Mexican and foreign corporate entities in different matters related to economic
competition and antitrust: provides advice and opinions preventing operations that could be
deemed as monopolistic practices, represents clients in procedures involving the Federal Economic
Competition Commission (FCC), including without limitation investigations and rulings. Represents
clients in antitrust litigation before administrative courts and in appeals before the FCC.
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Advises clients regularly on whether or not concentrations should be previously filed with the FCC,
and routinely prepares and files notifications and restructuring notices with the FCC.
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Routinely advises the Brussels, London, Frankfurt, Munich, Paris, Madrid and New York offices of
Linklaters & Alliance, a global law firm, in economic competition consultations regarding Mexico,
and is constantly retained by said law firm for the preparation and handling of notifications
regarding international concentrations that are filed in a number of jurisdictions.
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Prepared the notification and obtained the clearance in Mexico for the acquisition of Sidel, a French
company leader in the production of plastic (PET) packaging materials, by the Tetra Pak Group,
worldwide leader in the production of carton packaging materials. This clearance was tremendously
challenging considering that the merger was ultimately blocked by the European Commission and
that both parties had a very strong presence in the Mexican Market.
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Prepared the notification and obtained the clearance in Mexico for the merger of three main
European competitors in the steel business: Usinor, Arbed and Aceralia, which resulted in the
creation of Arcelor, S.A., the largest steel producer worldwide at that time.
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Prepared the notification and obtained clearance in Mexico for the merger of Moulinex with ElFi,
two leaders in the household appliances industry.
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Obtained on behalf of Sanofi-Synthélabo the clearance, with no condition, to acquire the Mexican
business of Aventis, a transaction that was conditioned in many jurisdictions and that created the
largest pharmaceutical company in Mexico in terms of portfolio and unit sales, and second in terms
of turnover.
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Obtained the FCC’s approval for the merger of Gaz de France with Suez, although said project was
stalled for a great length in France for political reasons.
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Advised Rio Tinto on the acquisition of Alcan, and obtained the clearance from the FCC to that end.
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Advised Rio Tinto on the tentative alliance with Chinalco that eventually was stalled by Rio Tinto.
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Advised GDF Suez when the FCC required that an extemporaneous notification be filed concerning
its stock market purchase of stock of its Spanish competitor Gas Natural, and obtained for our client
that the fine imposed for extemporaneous filing be the lowest ever imposed by the FCC.
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Advised clients such as Zurich Afore and Air France Mexico in various proceedings with the FCC.
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Prepared the notification and obtained clearance in Mexico for the merger of Blockbuster Mexico
and Dish.
Energy, Electricity, Concessions and Privatisations
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In 1998, Mr. Robles was retained as Mexican counsel by the British firm, Cameron McKenna, which
in turn had been retained by the Mexican Ministry of Energy (Secretaría de Energía) to provide legal
advice in connection with the restructuring of the Mexican electricity sector. As local counsel, Mr.
Robles participated in various high-level meetings of the so-called "Steering Committee", which
included the Minister of Energy, the President of the Federal Electricity Commission and the
President of the Energy Regulatory Commission (Comisión Reguladora de Energía), among other
public officers involved in the supervision of the on-going process involved in the electricity
restructuring project. Mr. Robles prepared various memoranda for the Ministry of Energy analysing
issues such as: (i) conflicts on ownership of assets following privatisation of the electricity sector
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and the division of such assets into separate transmission, generation and distribution sectors; (ii)
the application of Mexican legal provisions governing allocation and transfer of assets and
application of Mexican legal provisions governing allocation and transfer of assets and liabilities
between the various sectors of the electricity sector, the divestment of government-owned assets
and liabilities to allow for privatisation of same, including the drafting of the proposed Transitory
Provisions to the draft of New Electricity Law; (iii) and the legal parameters for the creation of a
system operator for the resulting electricity market in Mexico.
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Represented TYCO International (USA), in connection with the negotiation of an energy and utilities
management agreement with Enron Energy Services Corporation (EESC), whereby EESC managed
the energy needs of TYCO manufacturing facilities in Canada, Mexico and Puerto Rico.
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Represented Global Refund Holding and Global Refund Mexico (now Global Blue) to obtain from
the Mexican Tax Authority (SHCP) the concession in order to commence the business carried on by
Global worldwide for the provision of the VAT Refund Services to foreign travellers and local
retailers.
Real Estate
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Advice on the acquisition of farming, cattle and forest land, and on the investment by foreign and
Mexican capital in agricultural and lumbering industries.
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Represented Zurich Mexico Group on the acquisition of its corporate office building in Mexico City,
representing an investment of approximately USD $13 million.
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Represented Landmark Organization, Inc. on the purchase of the Las Hadas Hotel, in Manzanillo,
Colima, under rules issued by the Mexican Institute of Banking Savings Protection (IPAB). The IPAB
is the governmental institution in charge of administering the assets that were used as collateral in
banking operations that remained unpaid to the corresponding banking institutions prior to the
assumption of such non-performing loans by the IPAB. Las Hadas was the first of three hotel
portfolios bid under the rules of IPAB. It included the hotel facilities, an 18-hole golf course, a
marina, commercial facilities, a water treatment plant and various water wells. The portfolio was
awarded for USD $15 million.
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Represented Mexico Real Estate Affiliates, an authorized agent in Mexico for Sotheby’s Real Estate
International, in the negotiation with the Leaño family, of an exclusive agency agreement for the
development of an important resort area known as Isla Navidad in Colima.
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Advised several foreign entities, such as Christian Dior, Inc., and Southwire Corporation, on the
negotiation of leased office space in Mexico.
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Represented Telluride Properties on the acquisition of tourist plots of land located at the coastal
areas known as the restricted zone (zona restringida) due to foreign investment legal restrictions.
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Telecommunications
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Advised Air Touch Paging in litigation involving frequency interference in the border area, and in
obtaining a concession or license to operate one of their nation-wide frequencies in the United
States-Mexico border area, pursuant to the bilateral frequency protocol executed by the
governments of both these countries.
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Advised Bosch Telecom, Inc. (a branch of Bosch of Stuttgart in Germany), previously Texas
Instruments’ telecommunications division, in the opening by the Mexican telecommunications
authorities of a bidding process for the LMDS (Local Multipoint Distribution Systems) frequencies.
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Obtained approvals from the Mexican telecommunications authorities for radio frequencies
licensed in the United States close to the border with Mexico.
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Obtained for Murdock Communications Corporation, a public U.S. Company, and its affiliates,
permits and registrations with the telecommunications authorities and assisted said company and
its affiliates in negotiations with Teléfonos de México and Protel.
Publications
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El Pensamiento Político y Teocrático del Papado Medieval en los Escritos Jurídicos de Fray Bartolomé
de las Casas (The Theocratic and Political Thinking of Medieval Papacy in Friar Bartolomé de las
Casas’s Juridical Works), Professional Thesis, 1987.
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La Querella de las Investiduras (The Investiture Contest), en Fray Bartolomé de las Casas,
Symposium, Universidad Nacional Autónoma de México, México, 1985.
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Nafta and Mexican Financial Institutions, (Co-Authored with G. Lozano), the review of Banking and
Financial Services, published by Standard & Poor's Corporation, Vol. 9, June 9, 1993, New York, N.Y.
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Reforms to Legal Provisions Governing Mexican Secured Credit (May 26, 2000 on the Latin American
Network website:
http://www.latinamericannetwork.com/newsdat/REFORMS%20TO%20LEGAL%20PROVISIONS%20G
OVERNING%20CREDIT.htm
Languages
Spanish, English and French (100%)
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