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CHAPTER XIXCommercial CompaniesRegulated by theSecurities Market Law1. IntroductionA new Securities Market Law (Ley del Mercado de Valores) was recently published andentered into force on June 28, 2006. This new law constitutes, in addition to an enormouslegislative effort, a new period in the history of Mexican Commercial Law, havingcreated new sub-types of the stock corporation (sociedad anónima), as well as the evolutionof stock market law in Mexico.In addition, this new law establishes a regulatory regime with standards of conductand specific liabilities for those who participate in the management of issuers.Furthermore, this law not only formalizes stock market practices that were becominginstitutionalized in practice and/or by means of secondary regulations whose constitutionalitywas questionable, but also corporate practices that, every day, are becomingmore rooted in commercial traffic outside of the stock market.Similarly, we consider that it was necessary to incorporate into our stock market regulationthe guiding principles of the international standards regarding corporate governance,disclosure of information, and protection of minority rights, in order to provide bothdomestic and foreign investors with the legal security necessary to protect their interests.Although many see the new Securities Market Law as nothing more than an adaptationof the Mexican legal system to the Sarbanes Oxley Act (“Sox Act”), we feel that while bothlaws obey similar realities (since a large part of both attempts to regulate the interaction ofinvestors in public companies with those who manage them, and the latter’s liability to theformer), the new Securities Market Law has a focus and scope very different from the Sox Act.The Sox Act emphasizes procedures and requirements regarding internal control andcertification. The cost of adopting the new regulations, however, has led many issuers toconsider removing themselves from the list and has deterred others from listing.In contrast to the Sox Act, the purpose of the new Securities Market Law is to establishthe legal base to promote the participation of a greater number of companies in the311