Doing Business 2020
Mexico
Details – Protecting Minority Investors in Monterrey – Measure of Quality
Answer
Score
Extent of conflict of interest regulation index (0-30)
Extent of disclosure index (0-10)
8.0
Whose decision is sufficient to approve the Buyer-Seller transaction? (0-3) Board of directors
excluding interested
members 2.0
Must an external body review the terms of the transaction before it takes place? (0-1) Yes 1.0
Must Mr. James disclose his conflict of interest to the board of directors? (0-2) Existence of a conflict
without any specifics 1.0
Must Buyer disclose the transaction in periodic filings (e.g. annual reports)? (0-2) Disclosure on the
transaction and on
the conflict of interest 2.0
Must Buyer immediately disclose the transaction to the public? (0-2) Disclosure on the
transaction and on
the conflict of interest 2.0
Extent of director liability index (0-10)
5.0
Can shareholders representing 10% of Buyer's share capital sue for the damage the transaction caused to
Buyer? (0-1) Yes 1.0
Can shareholders hold Mr. James liable for the damage the transaction caused to Buyer? (0-2) Liable if unfair or
prejudicial 2.0
Can shareholders hold the other directors liable for the damage the transaction caused to Buyer? (0-2) Liable if negligent 1.0
Must Mr. James pay damages for the harm caused to Buyer upon a successful claim by shareholders? (0-1) Yes 1.0
Must Mr. James repay profits made from the transaction upon a successful claim by shareholders? (0-1) No 0.0
Is Mr. James disqualified upon a successful claim by shareholders? (0-1) No 0.0
Can a court void the transaction upon a successful claim by shareholders? (0-2) Only in case of fraud
or bad faith 0.0
Ease of shareholder suits index (0-10)
5.0
Before suing, can shareholders representing 10% of Buyer's share capital inspect the transaction documents?
(0-1) Yes 1.0
Can the plaintiff obtain any documents from the defendant and witnesses at trial? (0-3) Documents that
directly prove specific
facts in the plaintiff’s
claim 2.0
Can the plaintiff request categories of documents from the defendant without identifying specific ones? (0-1) No 0.0
Can the plaintiff directly question the defendant and witnesses at trial? (0-2) Preapproved
questions only 1.0
Is the level of proof required for civil suits lower than that of criminal cases? (0-1) No 0.0
Can shareholder plaintiffs recover their legal expenses from the company? (0-2) Yes if successful 1.0
Extent of shareholder governance index (0-20)
Extent of shareholder rights index (0-6)
5.0
Does the sale of 51% of Buyer's assets require shareholder approval? Yes 1.0
Can shareholders representing 10% of Buyer's share capital call for a meeting of shareholders? Yes 1.0
Must Buyer obtain its shareholders’ approval every time it issues new shares? Yes 1.0
Do shareholders automatically receive preemption rights every time Buyer issues new shares? Yes 1.0
Do shareholders elect and dismiss the external auditor? No 0.0
Are changes to the rights of a class of shares only possible if the holders of the affected shares approve? Yes 1.0
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