Cross-border investments and joint ventures succeed when governance, control, economics, and exit rights are designed for real operations. A term sheet can align parties for signing. It does not always align them for the decisions that follow.
HIRO LAW advises investors, founders, sponsors, family offices, management teams, and operating companies on US-Mexico investment and joint venture structures. We focus on arrangements where business partners need a workable operating model, not only a closing package.
These matters often involve parties with different expectations about control, information, capital calls, tax treatment, management authority, dispute resolution, and exit timing. They may involve U.S. investors entering Mexico, Mexico-based principals investing in U.S. companies, operating joint ventures between U.S. and Mexican businesses, or founder-led companies taking outside capital.
Our role is to make the structure durable enough to operate under pressure.
Matters We Handle
HIRO LAW advises on:
- Cross-border joint ventures between U.S. and Mexican companies.
- Minority and control investments in U.S. and Mexican businesses.
- Family office and private investor transactions.
- Founder-led financings and strategic investments.
- Private equity, independent sponsor, and search fund investment structures.
- Management rollover and incentive arrangements.
- Shareholder agreements, operating agreements, voting agreements, investor rights agreements, and contribution agreements.
- Governance resets after new capital enters the business.
- Exit planning, transfer restrictions, buy-sell arrangements, drag-along and tag-along rights, ROFR/ROFO provisions, and deadlock mechanisms.
- Commercial agreements tied to a joint venture, including IP, supply, manufacturing, services, distribution, and licensing arrangements.
What Usually Drives Risk
Investment and joint venture disputes rarely begin with a single bad clause. They usually begin with an operating mismatch.
The parties may agree on valuation but not control. They may agree on capital contributions but not future funding obligations. They may agree on a business plan but not what happens if the plan changes. They may agree on equal ownership but not how to resolve a deadlock. They may agree on strategic cooperation but not who owns intellectual property, customer relationships, data, trade secrets, or manufacturing know-how.
In cross-border structures, additional issues arise:
- U.S. and Mexican tax consequences of capital contributions, distributions, management fees, royalties, and intercompany payments.
- Foreign investment restrictions or notices.
- Transfer pricing and related-party arrangements.
- Authority of officers, managers, directors, and representatives across entities.
- Enforceability of voting agreements, buy-sell provisions, and dispute resolution terms.
- Bilingual document sets, governing law, forum, arbitration, and judgment enforcement.
- Information rights and reporting discipline for investors outside the operating jurisdiction.
- Compliance expectations involving FCPA, sanctions, customs, labor, and sector-specific regulation where relevant.
A good investment agreement does not eliminate business risk. It identifies who controls which decisions, how information flows, how disagreements are handled, and how a party exits without destroying the business.
How We Work
HIRO LAW starts with the operating reality.
Who will run the business day to day? Which decisions require investor consent? Which matters belong to the board, managers, shareholders, members, or officers? What capital is committed at signing, and what capital may be needed later? What happens if one party stops funding? What happens if the founder remains essential to operations? What happens if the parties disagree on expansion, financing, sale, or related-party contracts?
From there, we translate the business arrangement into documents that can be used. That usually means narrowing the list of reserved matters, defining approval thresholds, building clear information rights, aligning transfer restrictions with real exit paths, and writing deadlock provisions that are credible for the parties and the business.
We also coordinate with tax advisors and local counsel when entity selection, tax classification, withholding, foreign investment rules, notarization, registry filings, or local enforceability affect the structure.
Key Services
- Term sheets and structure planning for investments and joint ventures.
- Governance design, including board composition, manager authority, reserved matters, information rights, and veto rights.
- Capital contribution, dilution, anti-dilution, and future financing mechanics.
- Deadlock prevention and resolution provisions designed for real operations.
- Exit pathways and transfer terms, including drag/tag, ROFR/ROFO, put/call, and buy-sell mechanics.
- Negotiation and drafting of shareholder agreements, operating agreements, investor rights agreements, voting agreements, contribution agreements, and commercial agreements.
- Founder, management, rollover equity, and incentive arrangements.
- Tax, regulatory, compliance, and local counsel coordination.
- Post-closing governance implementation and reporting discipline.
Representative Matters
Representative matters in this area include:
- Venture and growth financings for US companies with Mexico-based management, including investor rights, company obligations, and control and incentive alignment.
- Joint ventures between Mexican and US partners, including IP and know-how protections and production and commercialization terms.
- Acquisitions involving rollover equity and employee incentive arrangements, including the supporting governance framework.
- Joint ventures between Mexican sponsors and US operating partners where a founder retains operational control, including investor protections, decision rights, and cross-border tax coordination.
- Cross-border real estate development investments, including stakeholder rights, financeable deal terms, and post-closing dispute mechanisms.
Representative matters are illustrative and do not guarantee similar results.
When to Involve Counsel
Involve counsel before the term sheet if control, governance, tax, or exit rights may drive the deal. Involve counsel before documents are circulated if the business arrangement is still being described in general terms. Involve counsel before closing if the parties have agreed on economics but not on how the company will be governed after the money is wired.
The value of a joint venture agreement is tested after closing. It should be written with that moment in mind.