The Supreme Court of Justice of the Nation determined that the opposition action against mergers resolutions/agreement set forth in Article 224 of the General Law of Corporations, which suspends the merger’s effects, are not unconstitutional, since they do not breach the constitutional right of association established in Article 9 of the Mexican Constitution.

The foregoing, given that, although the opposition action constitutes an act of disturbance that temporarily prevents the merger from taking effect, it is notwithstanding considered to meet the following elements:

• It serves a constitutional purpose by providing legal certainty to the creditors of the merged companies with regard to the credit rights they hold against those companies;
• It is appropriate, as it allows creditors to clarify who will be liable for the debt incurred by the merged entities and under what terms, as well as to ascertain the financial condition of the merging company;
• It is necessary, since it applies only to those creditors whose claims are not fully recognized and secured, given that the completion of the merger could affect their assets and create legal uncertainty regarding the collection of their credit rights; and
• They are proportional, as the impact on the aforementioned Article 9 of the Constitution is not absolute, given that it is temporary and may be remedied through the acknowledgment and guarantee of the merged companies’ debts.

This determination was made through the jurisprudence (case law ruling) with digital record 2032290, published in the Federal Judicial Weekly on June 19^th, 2026.

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