Carlos Garduño

Skilled and motivated fintech lawyer with 16+ years of experience in law firm and in-house settings in the US, LatAm, EU and parts of Asia. Vast transactional and regulatory expertise in tech, payments, cross-border M&A, private equity, securities and financial services in general. Keen interest in blockchain technology and adaptability to evolving business needs.

• Regulatory / Compliance, Legacy Financial Institutions. Representation of investors/sponsors in the licensing, incorporation and commencement of operations of new Mexican financial intermediaries (i.e. banks, broker dealers, mutual funds, non-bank lenders (SOFOMs), pension funds, investment advisors, exchanges and electronic trading venues, central counterparty clearinghouses, money transmitters, insurance companies and representative offices of offshore outfits of all of the foregoing), as well as in all types of consultations (“no action letter” requests) or applications by such intermediaries before sector regulators (e.g. change of control, corporate governance, outsourcing, changes to business plans and virtually all aspects of their everyday operations). Fintech/Open Finance. Advisor to a myriad of domestic and foreign fintech players and VC/PE investors in various transactional and regulatory matters (including licensing of wallet and crowdfunding entities, new product design and roll-out, regulatory and corporate compliance including open finance and BaaS/FaaS models, buy-side and sell-side due diligence, capital raising efforts and strategic alliances). Payments. Advisory to different kinds of domestic and foreign players in the payments ecosystem (debit/credit/prepaid card issuers, acquirers, aggregators and payment gateways, switches, e-money companies/wallets, US money services businesses and other service providers/facilitators) in connection with Mexican law (and the local payments ecosystem) and its differences and similarities to relevant foreign regulations, mainly the US BSA, PCI DSS and PSD2, as well as in select commercial contract matters. MSB/Digital Assets (in-house). Led Qenta's general compliance efforts in the Americas as a money transmitter and for their main products (G-Coin -digital ownership title of gold- and Responsible Gold -conflict-free and responsibly sourced gold with blockchain-based proof of provenance and supply chain traceability), as well as in becoming program managers and processors in gold-backed, just-in-time-loaded prepaid credit card programs, including card network, BIN sponsorship and marketing/profit sharing arrangements, in FinCEN/BSA compliance and strategic commercial alliances and joint ventures, as well as in other jurisdictions in EMEA and India. General compliance. Advisory to all types of corporate groups (including domestic and multinationals, securities issuers, financial entities or concessionaires/permit-holders of specific sectors) in all matters including financial regulatory, AML/CFT, corporate governance, M&A, antitrust, data privacy and administrative law compliance and audit.
• Banking and Capital Markets, Legal structuring of corporate, project, acquisition and structured financings and re-financings (representing lenders, borrowers and rating agencies), including all types of collateral packages. Representation of Mexican and foreign issuers of short and long-term debentures (stand-alone and under shelf registrations), including structured products with all types of underlying assets (rates, FX, indexes and commodities), securitizations, bank capital notes (AT1) and warrants. Representation of Mexican and LatAm issuers in Rule 144A/Regulation S securities offerings. Legal structuring of the first Mexican family of Exchange Traded Funds (ETFs) for Blackrock (then Barclays Global Investors) under the “iShares” brand. Legal structuring of private equity funds, Real Estate Investment Trusts (REITs), Special Purpose Acquisition Companies (SPACs) and closed-end algorithmic trading funds. Legal advisor to sponsors and seed investors of three SPACs focused on the consumer products, hospitality and agritech sectors. Advisory to domestic and foreign derivatives dealers and corporate counterparties under both domestic and ISDA master documentation. Advisory of investor groups in the potential regulatory characterization of cryptocurrencies as securities or commodities and exploratory efforts into launching ICO structures.
• M&A / Corporate, Buy-side and sell-side due diligence of all types of targets in almost all industries (with an emphasis in traditional financial services, fintech and crypto). Negotiation and drafting of investment documentation. Design and implementation of joint ventures in the banking, insurance, hospitality, international trade, health care and manufacturing industries. Handling of all types of corporate matters for domestic and multinational clients (i.e. SPV election and incorporation; corporate governance structures; powers of attorney; shareholders, board of directors and committee meetings; equity variations, splits and reclassifications; mergers, spin-offs and dissolutions/liquidations and insolvency proceedings). Represented founders and investors in equity raising transactions ranging from angel/venture to growth equity, buyouts/LBOs and distressed funding. Assisted client in-house legal department heads in the structuring of their teams, responsibilities and the adoption of technological project/document management tools and protocols to increase technical capabilities, enhance efficiency and reduce response times.
• Infrastructure Projects (Representative Transactions), BofA – Mexican Shared Network (Red Compartida).- Preparation of bidding and financing documentation. FARAC I / RCO – Public bid, financings (banks / local and global project bonds) and US$2.3 billion sale to Abertis/GIC. US$1.3 billion unwinding of the new Mexico City Airport's MLP structure following the project's cancellation by the federal government. Toll road financings and refinancings for a total amount of over US$2 billion. Andean electricity generator US$300 million 144A bond. Panama's Corredor Sur US$200 million refinancing.

• Speaker, FaaS and BaaS in LatAm and Beyond, 05/2021, Discord discussion with other industry experts and regulators in the region.
• Panel moderator, Regulating Cryptocurrencies, Fintech and Disruptive Technologies, Florida International Bankers Association (FIBA) LatAm FinCrime 2019 Conference, 06/2019

• Date of Birth: 02/28/1983
• Nationality: Mexican (TN Visa holder)
• Proud husband and father of two boys

• Marathon runner
• Little League Baseball coach
• Amateur musician
• Currently learning Python