Dr Eduardo Mayora is the regional managing partner of the firm and son of Eduardo Mayora Dawe, founder of Mayora & Mayora, SC. He has been a lawyer and notary since 1980, pursuing various postgraduate studies, including doctorates, in both legal and economic matters. A national reference as a renowned Guatemalan jurist, his professional practice includes banking, financial, commercial, securities, arbitration, administrative and fiscal matters. He has also excelled in academia and opinion journalism, as a teacher and lecturer at a national and international level, and was the university Dean of the Faculty of Law at the Francisco Marroquín University.
He has been a board member of banking institutions, trade associations, NGOs and international associations, which has kept him abreast of legal changes. He also attends multiple international congresses, professional and academic activities.
Dr Eduardo Mayora has been the lawyer in charge of advising the Guatemalan National Stock Exchange since its incorporation in the 1980s. He was also the key lawyer in the most emblematic case of the privatisation of the telecommunications industry in Guatemala. He has handled successful cases for global companies in the airline and tobacco industries in complex tax and tax planning matters. Finally, he has participated in local and international arbitration proceedings for clients in the mining and energy industries.
Questions & Answers
Thought Leaders 2024 - Interview with Eduardo Mayora
Can you briefly describe your career highlights to date?
My career extends over a span of four decades. I have been a transactional lawyer, a litigant before the highest courts in my jurisdiction, a corporate lawyer, a tax lawyer and, perhaps, the most experienced lawyer in matters of securities and securities markets in Guatemala. More specifically, I would point to the following matters: (i) in the banking and financial areas, I organised from scratch a commercial bank (Multibanco), I served on the board of directors of one commercial bank (Banco del Quetzal) and one investment bank (Financiera de Inversión), I wrote the draft Freedom of Currency Exchange Act and contributed with a review and comments to the new Monetary Act, and participated at the Banco de Guatemala in a committee to prepare a draft for a new banking act; (ii) in the corporate law area, I have participated in the merger of two banks and the acquisition of another, I was head counsel for the privatisation of the national telecoms assets and their contribution to a new entity (TELGUA) and prepared the draft legislation for the privatisation process through an international bidding process; (iii) in the litigation practice area, I successfully argued before the Constitutional Court the defence against the challenges filed against the privatisation process of the telecoms sector; (iv) in the tax law area I have been counsel to local and multinational corporations in several M&A transactions, I have been a member of the governing board of the tax administration, and I have written the draft legislation for the taxation of investment vehicles and funds; (v) in the securities and securities markets area of practice, I have been counsel to the board of directors of the national securities exchange (Bolsa de Valores Nacional) for about three decades, I was a member of the committee that drafted the Securities Exchange Act currently in force and have been a member of the committee that has drafted a new draft Securities and Securities Exchange Act.
Last but not least, I have had the honour of being my firm’s managing partner since 2004 and, on an international level, a member of the board of the IBA’s Latin American Forum, and a member of the board of LEX MUNDI. I have been a dean of one of our law schools (of Francisco Marroquin University) and a law professor and written several articles and two books on several aspects of law and jurisprudence.
What do you enjoy most about being a lawyer in the field of corporate and M&A?
In the field of corporate and M&A I enjoy most achieving the goal of creating the right corporate structure for my clients, be it through the organisation of the corporate structure or through the restructuring of the existing structure. I enjoy most the satisfaction of assisting our clients in their efforts to achieve a functional, efficient and purposeful corporate structures and governance.
What was the most challenging M&A case or transaction you have ever worked on and why?
The most challenging case was the privatisation of the Guatemalan telecoms sector. The challenge was particularly difficult because there was no legislation to support the acquisition of a state-owned corporation or of its main assets and business, and thus I had to devise the legal framework and then implement the process with the goal that the Newco would be acquired through and international bidding mechanism. This was achieved successfully.
Have you identified any corporate and M&A trends in the Guatemalan legal market in the past year?
In my opinion, the most important trend in the corporate market is a transit of the largest corporations towards corporate governance in line with international standards and practices. This began about a couple of decades ago with the regulated financial sector but is now spread across the corporate world as well.
What are the greatest challenges for lawyers working in your practice area in Guatemala currently?
The corporate law has not been updated since 1970 (except in a few aspects) and thus the greatest challenge for lawyers working in corporate law in Guatemala is to be able to assist with sophisticated corporate transactions within a legal framework that is on the verge of obsolescence.
How do you think environmental, social and governance (ESG) factors are reshaping corporate and M&A work in Guatemala and Central America more broadly?
I think that ESG factors have become relevant mostly to the corporations that are engaged in transactions, financing and cross-border investments, to the extent that ESG has become an important factor on that level. But also, locally, ESG has become a stronger factor to heed. For example, the Guatemalan securities exchange has recently passed regulations to certify securities issuers that want to attract investors on any of the ESG elements.
How do you expect your practice to evolve over the next five years, especially in light of technological developments and the influence of AI?
My view is that at our firm we must learn to become designers, as it were, of intelligent agreements, intelligent corporate minutes, intelligent due diligence processes, etc, such that with our input the technological tools at hand will perform the operative tasks. It is something as the creation of moulds, models or platforms, through which our clients themselves will be able to conclude transactions, create organisations, develop projects, on a legally secure and efficient basis. Rather than the right answers, it will become important to have the right questions and formulate the relevant risks and objectives.
What three recommendations or notes would you share with younger lawyers stepping into your practice area?
First, it is important to understand the culture of any organisation before recommending any structure or advising on any particular deal. Second, there is no such thing as the “perfect” structure nor the “perfect” deal, but only the efficient ones, that is, those costs that are economically efficient (a “perfect” structure may be too expensive to create). Last, clients have short, interim and long-term goals and, in the long run, will prefer a corporate lawyer who proposes solutions that take, in the right measure, all those goals into account.
What do clients look for when selecting you as a lawyer?
I hope that they look for a professional sufficiently knowledgeable in the law, who tries to understand their objectives and who makes sure that they understand the relevant risks involved in a transaction or a project (from a legal point of view), and who is conscious of the client’s need to achieve results at an efficient cost.
How would you like to see your law firm develop in the coming years?
The firm – its partners – have achieved a considerably high degree of integration across three jurisdictions and four offices, with the same high ethical and technical standards; I would like to see this process extended over two or three more jurisdictions in the Central American and Caribbean region.
You have enjoyed a distinguished career so far. What would you like to achieve that you have not yet accomplished?
After my long career, I have been able to learn a lot, and profoundly, about how in other jurisdictions the legal profession has contributed to the strengthening of the ideal of the rule of law. All the countries where our firm has offices today need to consider important constitutional and institutional reform to strengthen this ideal and I think that I can contribute with my knowledge and experience to this purpose.