Jorge Mondragón
Office:
Montes Urales 632, 3rd Floor
Lomas de Chapultepec
11000
City:
Mexico City
Country:
Mexico
Tel:
+52 55 5202 7622

Questions and Answers:

Who's Who Legal Thought Leaders Global Elite

Jorge is partner at Gonzalez Calvillo with over 25 years of experience as business lawyer providing strategic advice to multinational and Mexican companies in all types of corporate, franchising, distribution and licensing transactions, including the related compliance, regulatory and intellectual property aspects for the implementation of franchise systems and distribution schemes. He has a developed expertise in e-business, data protection and complex related corporate matters, including the design of business and corporate structures for start-ups.

What makes Mexico an attractive destination for international franchisors?

Mexico is ranked within the first 15 economies of the world, it has 12 free trade agreements with 46 countries and more than 30 agreements with 33 countries to mutually protect and promote investment. It has more than 123 million people and has proven to have a stable democratic political system for the past 18 years; it is definitely one of the most important players in the Latin American region and is normally used by foreign investors and franchisors as a bridge to other markets in the region. Additionally, Mexican franchise legislation is not as stringent as other legislations, which provides flexibility to franchisors. Finally, there are already a significant number of franchise systems successfully operating in Mexico and, consequently, Mexican entrepreneurs and consumers are familiar with the franchise industry and its relevant business structures.

Why are franchising models so useful to enable start-ups and small businesses to grow?

The aim of most start-ups is to make the business scalable and replicable for growth. Thus, a franchise model may be the appropriate scheme for such purposes as it can reduce various risks, due to the following.

First, the franchisee is provided with a tested business method, which makes it easier to compete with other more experienced businesses. The franchisee is provided with solid know-how that results from the franchisor’s experience in running the business method, plus technical assistance.

Second, the franchisee does not need experience in the applicable industry to run the franchise, since he or she is receiving the knowledge to do so from the franchisor.

Third, the franchisee can rely on the goodwill of the franchisor’s trademark(s) instead of the need to create a new name and brand.

What is the key to limiting franchisor liability and exposure when expanding franchise systems overseas?

Adequate manuals and business standards, plus supervision through different programmes, can help minimise liabilities and exposures when expanding overseas. Furthermore, it is important to make sure that franchise agreements comply with the applicable laws and contain provisions for the legal protection of the franchisor, including termination, indemnity, ethic and anti-corruption provisions, among others.

Are there any particular challenges international compliance programmes present for franchisors and their lawyers?

Mexico had a score of 29 in Transparency International’s Corruption Perception Index,

which means that the perceived level of public corruption is considered high. Therefore, making sure that franchisees comply with international compliance programmes may create a challenge for franchisors and their legal counsel; strict controls and supervision measures and procedures need to be implemented by franchisors to make franchisees comply with such programmes.

What do heightened data protection and data security requirements mean for franchises?

The Mexican Federal Law for the Protection of Personal Data in Possession of Private Parties, and its regulations and related legislation, have been in place for several years, so there are no new data protection and data security requirements that need to be met under Mexican law. Notwithstanding this, European franchisors may need to analyse if the European heightened data protection and data security requirements and their potential extraterritorial application may affect their franchised businesses in Mexico.

What do in-house franchise lawyers currently expect from external legal counsel?

In-house franchise lawyers expect a high-quality and efficient service by external legal counsel. There is a continuous need for franchisors to have outside counsel who are able not only to educate the client on the legal aspects of franchising in Mexico, but also to understand the business aspects of the relevant franchise system and provide efficient legal alternatives and creative commercial structures to help franchisors implement an organised franchised business expansion in the country.

What qualities make an effective franchise lawyer throughout the agreement drafting, implementation and operative stages?

Trusted knowledge, creativeness, flexibility and understanding of the franchised industry make the difference when selecting legal counsel in this important sector of the economy.

How do you expect franchise law in Mexico to develop over the next five years?

We do not expect new developments in franchise law in Mexico in the next few years, but other legal statutes in Mexico are and will be subject to relevant adjustments, especially to reflect the development and progress of several technologies.

Biographies:

Who's Who Legal Mexico - M&A and Governance

Jorge Mondragon has been partner of Gonzalez Calvillo, SC since 1998, heading the firm’s franchise and distribution practice group.

He has over 20 years of experience providing legal and business advice to multinational and Mexican companies in all types of franchising, distribution and licensing transactions, including the design of business and corporate structures for the implementation of franchise systems and distribution schemes, as well as all related compliance, regulatory and intellectual property aspects. Moreover, he has developed a practice focus on e-business, and data privacy, as well as complex corporate matters including joint ventures, mergers and acquisitions, corporate controversies, foreign investments, and labour consulting.

Mr Mondragon is an active member of the international franchising committee of the International Bar Association, where he served as senior vice chair; the International Franchise Association; the American Bar Association's forum on franchising; and the Mexican Bar Association. He has been invited to participate as a speaker at several seminars, symposiums and conferences organised by the aforementioned associations as a franchise and commercial law expert. He has been professor of the negotiation course at the Panamerican University Law School in Mexico City and has been listed in Who's Who Legal: Franchise since 2004.

He has published several articles and regularly collaborates with Getting the Deal Through: Franchise published by Law Business Research.

Mr Mondragon obtained his law degree with honours from the Universidad Nacional Autonoma de Mexico and a postgraduate degree in corporate law from the Autonomous Technical Institute of Mexico.

WWL says: Jorge Mondragón boasts a first-rate corporate practice that spans a range of issues from M&A transactions to foreign investment.

This biography is an extract from Who's Who Legal: Mexico which can be purchased from our Shop.

Who's Who Legal Mexico - Franchise

Jorge Mondragon has been partner of Gonzalez Calvillo, SC since 1998, heading the firm’s franchise and distribution practice group.

He has over 20 years of experience providing legal and business advice to multinational and Mexican companies in all types of franchising, distribution and licensing transactions, including the design of business and corporate structures for the implementation of franchise systems and distribution schemes, as well as all related compliance, regulatory and intellectual property aspects. Moreover, he has developed a practice focus on e-business, and data privacy, as well as complex corporate matters including joint ventures, mergers and acquisitions, corporate controversies, foreign investments, and labour consulting.

Mr Mondragon is an active member of the international franchising committee of the International Bar Association, where he served as senior vice chair; the International Franchise Association; the American Bar Association's forum on franchising; and the Mexican Bar Association. He has been invited to participate as a speaker at several seminars, symposiums and conferences organised by the aforementioned associations as a franchise and commercial law expert. He has been professor of the negotiation course at the Panamerican University Law School in Mexico City and has been listed in Who's Who Legal: Franchise since 2004.

He has published several articles and regularly collaborates with Getting the Deal Through: Franchise published by Law Business Research.

Mr Mondragon obtained his law degree with honours from the Universidad Nacional Autonoma de Mexico and a postgraduate degree in corporate law from the Autonomous Technical Institute of Mexico.

WWL says: Jorge Mondragón is an extremely well-regarded practitioner in the field who stands out for his first-rate expertise advising on contracts, corporate structures and the implementation of franchise systems.

This biography is an extract from Who's Who Legal: Mexico which can be purchased from our Shop.

Who's Who Legal Franchise

Jorge Mondragón has been partner at Gonzalez Calvillo since 1998, heading the firm’s franchise, licence and distribution practice group.

He has over 25 years of experience providing legal and business advice to multinational and Mexican companies in all types of franchising, distribution and licensing transactions, including the design of business and corporate structures for the implementation of franchise systems and distribution schemes, as well as all related compliance, regulatory and intellectual property aspects. Moreover, he has developed a practice focus in e-business, data protection as well as complex corporate matters including joint ventures, mergers and acquisitions, corporate controversies, foreign investments and labour consulting.

Mr Mondragón is an active member of the international franchising committee of the International Bar Association (IBA), where he served as senior vice chair at the IBA and the American Bar Association's forum on franchising.

He has been invited to participate as a speaker in several seminars, symposiums and conferences organised by the aforementioned associations as a franchise and commercial law expert. He has been professor of the negotiation course at the Universidad Panamericana law school in Mexico City. He has published several articles and regularly collaborates with Law Business Research through its publication Getting the Deal Through: Franchise.

He has been listed in Who's Who Legal: Franchise since 2004 and has been given the distinction of “Thought Leader” thereof. 

Jorge obtained his law degree with honours from the Universidad Nacional Autónoma de México (UNAM) and a postgraduate degree in corporate law from the Instituto Tecnológico Autónomo de México (ITAM).

WWL says: Market commentators commend Jorge Mondragón for his “his excellent support and advice” and also praise him for his knowledgeable and pragmatic approach to complex issues.

This biography is an extract from Who's Who Legal: Franchise which can be purchased from our Shop.

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