ABOUT GRAHAM ABOGADOS
We are a boutique legal law firm, based in Mexico City, with more than 10 years of experience focusing on corporate and transactional law, delivering specialized and creative legal advice in complex and innovative matters in Mexico. The Firm has advised clients in several sectors, including financial entities, institutional clients and family-owned companies in their most sophisticated transactions.
Our goal is to cultivate enduring and thriving partnerships of deep confidence with our clients and offer them innovative and productive solutions to their legal needs.
We collaborate closely with our clients to design and execute tailored solutions that properly address their needs and projects. We are lawyers with knowledge and experience in finance, which provides an added value to the service that we provide.
Our legal team has received education from the most recognized universities in Mexico, and the Firm’s partners also hold masters and postgraduate degrees from prestigious international universities, as well as work experience at law firms abroad.
PRACTICE AREAS
CORPORATE GOVERNANCE
We offer counsel to Mexican and foreign clients in their day to day legal needs and corporate housekeeping to all types of Mexican companies. We advise in the incorporation, corporate restructures, dissolution and liquidation of companies, as well as negotiating and structuring shareholders/partners relations and all other corporate governance matters.
As part of our practice, we prepare and negotiate shareholders agreements, shareholders meetings, bylaws and all other corporate governance related documents, as well as the design and implementation of best practices.
M&A and JVs
We continuously counsel foreign and domestic clients and family-owned businesses on all aspects of buying, selling or combining companies and businesses, including joint ventures and strategic alliances, negotiated acquisitions, acquisition tender offers and corporate restructurings.
Additionally, we have broad experience in investments and divestments, including contracts, subscription and partnership agreements, as well as any related documentation.
CAPITAL MARKETS
The Firm provides comprehensive advice in the stock market. We represent issuers, underwriters, investors, as well as other securities market participants to address their needs and questions in connection with the legal and regulatory framework, and in different types of securities transactions, including public offerings and tender offers.
We have extensive knowledge in the domestic capital markets landscape, which encompasses equity and debt offerings, structured securities offerings and securitizations and offerings of secured and asset-backed securities. We are also well-versed in structuring and counseling alternative investment vehicles such as CKDs, CERPIs, FIBRAS (REITS) and FIBRAS Es.
BANKING AND FINANCE
Our law firm acts as legal counsel to Mexican, international, and multilateral financial institutions, as well as to borrowers, in secured and unsecured lending transactions. These transactions range in complexity and our Firm participates in creating diverse lending structures, including trusts and similar vehicles.
REAL ESTATE
Our lawyers have experience in the Real Estate sector advising domestic and international clients, including developers of residential, offices and hospitality portfolios.
INFRASTRUCTURE
Our Firm has been actively providing guidance to clients within the Mexican infrastructure sector. We represent local and foreign investors and funds focused in the sector in the structuring as well as in its investments and disinvestments.
WEALTH MANAGEMENT
The Firm offers advice on legal issues regarding estate planning and wealth administration. Our practice includes advising individuals, families, family offices and trustees in creating and planning efficient structures to protect and increase their investments and assets.
COMPLIANCE AND ANTICORRUPTION
Our compliance practice advises Mexican and foreign clients on the prevention, identification and management of internal and external risks deriving or related to anticorruption and anti-money laundering. We advise our clients in the drafting and implementation of the policies, procedures and manuals in such areas, and we train their personnel in order for it to be in full compliance with the applicable anticorruption and anti-money laundering laws.
RELEVANT MATTERS
Counsel to GBM, as underwriter, in a public offering of a Mexican REIT called Fibra Nova for an amount of more than MX$2,700 million distributed among more than 18,000 investors.
Counsel to GBM Infraestructura in the structuring and the initial public offering of an infrastructure CKD.
Counsel to DHC, a provider of water and sewage public services in Quintana Roo, in the issuance of the first “blue” bond debt offering in Mexico.
Counsel to Medica Sur on the issuance of a debt offering program for an authorized amount of MXN$3,000 million.
Counsel to PINFRA on various offerings of structured securities for an authorized amount of approximately MXN$15,000 million.
Counsel to GBM Estrategia in the structuring and the initial public offering of an energy and infrastructure CKD.
Counsel to the syndicate of underwriters, in the issuance by Rotoplas of a sustainable debt offering program for an authorized amount of MXN$3,000 million.
Counsel to GBM, as underwriter in the issuance by Grupo Hotelero Santa Fe of a public global stock offering for an amount of MXN$1,600 million.
Counsel to a family in the sale of its passenger ferry business in Mexico.
Counsel to Universidad de la Libertad in the incorporation and launchment of the university.
Counsel to the stockholders of a group of kindergarten schools in the sale of their interest in the business for total amount of MXN$237 million.
Counsel to GBM Hidráulica in the acquisition of 49% of the public water service concession of Cancún and Playa del Carmen (DHC).
Counsel to a group of sellers in the sale of their mining equipment enterprise for USD$110 million.
Counsel to Tierra Capital in the acquisition and development of residential real estate in Rancho Avandaro, Valle de Bravo.
Counsel to a fund, as lender, in the restructuring of Grupo Posadas short term debt.
Counsel to GBM on an investment by Softbank for USD$75 million.
Counsel to ABBE, as borrower on a corporate loan for up to MXN$200 million.
Counsel to a group of investors on an investment arbitration against the Kingdom of Spain for their participation in Banco Popular de España.
Counsel to IFREM (Instituto de la Función Registral) and the Finance Ministry of the State of Mexico (Secretaría de Finanzas del Estado de
México) on the Restructuring of IFREM’s long term debt structure.
PARTNERS
/ FOUNDING PARTNER
Jonatan Graham, admitted to practice law in Mexico since 2005. He graduated from the Escuela Libre de Derecho (class 2004) and received a master’s in laws (LL.M.) degree from Harvard Law School (class 2007).
Jonatan Graham is a capital markets, transactional and corporate lawyer.
As a capital markets lawyer, he represents issuers and underwriters, in both registered and private securities offerings. Recently, he advised the underwriters of a public offering of a Mexican REIT called Fibra Nova for an amount of more than MX$2,700 million distributed among more than 18,000 investors. In November 2022 Mr. Graham advised the provider of water and sewage public water services in Quintana Roo, Desarrollos Hidráulicos de Cancún, in the first “blue” public offering in Mexico. He has advised in various public offerings and private placements for the securitization of toll roads, life insurance policies, among other assets.
Jonatan Graham has acted as legal advisor in structuring various public funds in Mexico (known as CKDs) and through their public offering processes. Most of such funds invest in infrastructure, debt and real estate projects in Mexico. The aggregate amount of such funds represents more than MX$15,000 million.
As a transactional and financial lawyer, he advises clients through their planning and execution of business structures, as well as in the definition of strategies for conflict solutions. Mr. Graham represents funds and other institutional investors in their investments’ enterprises, corporate governance solutions and divestments.
Jonatan Graham recently advised GBM in the investment by Softbank in GBM’s financial businesses, and he helped structuring and negotiating the corporate governance arrangements.
He has represented creditors and debtors in renegotiating their credits and debts in complex situations. During the 2008 financial crisis and the following years, he actively acted as legal advisor of bondholders of mortgage and other real estate related securities. Mr. Graham also participated in the incorporation of a real estate private fund with the purpose of investing in portfolios of distress real estate assets and securities, and acted as main counsel in most of such fund’s investments.
Jonatan Graham has financial and business experience and sensibility. He is an active member of investment committees and boards of several funds and companies. He is also an entrepreneur and investor in real estate matters, including a real estate developer and coworking company.
PROFESSIONAL EXPERIENCE
Graham Abogados, S.C. (Partner)
Cervantes Sainz, S. C. (2002-2013, Partner during the last two years)
Cleary Gottlieb Steen & Hamilton LLP (Nueva York) (International Lawyer in its New York offices I 2007-2008)
Santamarina y Steta, S. C. (Lawclerk) (2000-2001)
ACADEMIC ACTIVITIES
Jonatan Graham is a professor of capital markets at
Escuela Libre de Derecho
OTHER ACTIVITIES
Chairman of the Board of the Museum of Fine Arts in Mexico.
Member of the Board of Colonias de Vacaciones, I.A.P., a nonprofit organization that promotes the right to recreation and development of children, providing a vacation experience to kids from low income families.
Member of the Board of A Favor del Niño, I.A.P., a nonprofit education organization that provides kindergarten and Elementary education to kids from low income families.
Contact
jgraham@grahamabogados.mx
/ SENIOR PARTNER
Maria Emilia Miquel, admitted to practice law in México since 2004. She graduated from Universidad Anáhuac del Sur (class 2004), and earned a Master in Law (LLMK) from Northwestern School of Law and a Business Certificate from Kellogg Management School (class 2008).
Maria Emilia has experience in capital markets, transactional, financing, anticorruption and corporate matters. She has advised clients in the public issuance of debt and structured instruments in the Mexican market, actively participating in the day to day operations of publicly issued securities known as “CKD” continuously advising on the planning, execution and implementation of business structures at the CKD level and its underlying vehicles or promoted entities; as well as their divestment strategies.
Additionally, she has represented Mexican and international clients in M&A transactions in different industries, including the energy sector, the finance sector, the infrastructure sector, the gaming sector, real estate sector, the mining sector, the maritime industry, the food industry and the educational sector.
In finance, Maria Emilia has represented national and international clients in different funding and credit operations, creating efficient and convenient structures for her clients, including the incorporation of Master Trusts to which different types of collateral are contributed but, despite the differences, all comply with the minimum requirements in order for such portfolio to be, in the future, securitized. Additionally, Maria Emilia has helped clients in refinancing their debt, whether public issued debt or private debts, having wider experience in refinancing infrastructure projects.
In connection with compliance matters, Maria Emilia has participated in the creation and implementation of anticorruption programs under the FCPA (Foreign Corrupt Practices Act), as well as drafting anti-money laundering policies and procedures.
PUBLICATIONS
Article “The Importance of Corporate Governance in a Crisis” Latin American, Law & Business report, Feb. 2011, p.24 (written jointly Antonio Franck C.)
PROFESSIONAL EXPERIENCE
Graham Abogados, S.C.(Partner)
Greenberg Traurig, S.C. (Associate)(2012 -2015)
Haynes and Boone, LLP. (Dallas - lnternational Associate) (2008 - 2009)
Haynes and Boone, S.C. (Associate) (2010-2012)
Noriega y Escobedo, S.C. (Lawclerk and Associate) (2001-2007)
OTHER ACTIVITIES
Maria Emilia was an independent board member of Mas Fondos, S.A. de C.V.,
Investment Fund Management Company (2016 – 2019).
Contact
memiquel@grahamabogados.mx
/ SENIOR PARTNER
Carlos Martínez Arizpe, admitted to practice law in Mexico since 2009. He graduated from Universidad Iberoamericana (class 2009) and holds a Master of Laws degree (LL.M.) from Northwestern University School of Law (class 2013).
Carlos is a transactional, financing, infrastructure, corporate and capital markets lawyer.
Carlos has represented and advised Mexican and international clients in domestic and cross-border transactions, including sales, mergers and acquisitions of companies in different industries. In 2022 he represented the shareholders of Grupo Ultramar.
He has advised clients in the public issuance of debt and structured instruments in the Mexican market. He advised underwriters in the reopening of a certificates program for an amount of up to MX$3,000 million.
Carlos has also represented Mexican and international clients in credit operations, as well as structuring the corresponding guarantees. Likewise, he has represented Mexican financial institutions in operations granting loans to Mexican and international debtors as well as negotiate the corresponding guarantee structure.
Carlos acted as an Assistant Secretary to the Mexican National Infrastructure Fund, as well as represented and advised Mexican and international clients in public bids for different projects, and negotiated different agreements for the specific projects in different industries.
In corporate matters Carlos has advised clients regarding the corporate life of the entities, from its incorporation, general corporate matters, to the dissolution of the entities.
PROFESSIONAL EXPERIENCE
Graham Abogados, S. C. (Partner from 2023 to date)
Gonzalez Calvillo, S.C. (Senior Associate) (2013-2016)
Holland + Knight – Gallastegui y Lozano, S.C. (Lawclerk and Junior Associate) (2006-2012)
Torreblanca, Engell y Alapsico, S.C. (Lawclerk) (2005-2006)
OTHER ACTIVITIES
Secretary of the Board of the Museum of Fine Arts in Mexico.
Contact
cmartinez@grahamabogados.mx