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Governance & Legal Authority Structuring

 

Activated only after CGRR™ evidences a fiduciary control gap.

This domain implements the mitigation path: it restores defensible authority, delegation boundaries, and oversight evidence where enforceable authority in Mexico is misaligned with board intent in Canada.

Informational only. No legal advice is provided through this page. No solicitor-client relationship is created by viewing this page or submitting information. Any work, if accepted, is subject to conflicts checks and written scope confirmation.

 

What this is

Governance & Legal Authority Structuring (Mexico) is a controlled intervention domain that implements the mitigation path identified by CGRR™. It is designed to restore coherent and defensible authority across jurisdictions—so the Canadian parent can evidence who decides, who approves, and who can legally bind the Mexican entity.

It is not a second review. It is not a “compliance program.” It is authority discipline: decision rights, delegation limits, signature mechanics, and documentation logic that can survive board scrutiny and withstand external requests for evidence.

The objective is not “control in theory.” The objective is enforceable authority aligned with board intent—supported by evidence.

 

Why this exists

In Canada–Mexico operating structures, the most consequential governance failures often come from authority drift: representation powers, signature practices, and local decision rights become misaligned with board approvals and oversight evidence.

Mexico adds a specific friction point: authority can be formal, notarised, and legally enforceable, even when the parent assumes it is “limited” by internal policies. This domain exists to prevent operational comfort from being mistaken for fiduciary defensibility.

 

When it becomes relevant

Authority gaps in Mexico rarely surface during normal operations. They become visible when an external party requests evidence, when leadership changes, or when consequences materialise: banking onboarding, audits, disputes, labour pressure, tax controversy, restructuring, exit, or wind-down.

This domain is designed for boards and shareholders who require a controlled implementation of CGRR™ remediation—without turning governance into an operational burden.

 

Implementation outputs (what is produced)

Outputs are structured to be board-usable and locally executable. This intervention does not promise outcomes or timelines; it produces controlled authority alignment and evidence posture improvements within the agreed scope.

  • Authority map refresh: who can bind the entity in Mexico, on what basis, under what limits (Canada ↔ Mexico traceability).
  • Delegation of Authority (DoA) matrix: approval thresholds, escalation triggers, dual-approval lanes where warranted.
  • Signature and execution protocol: contracting and payment execution logic aligned to board-approved boundaries.
  • Powers of attorney posture normalisation plan: inventory, limitation, refresh, or revocation sequencing where legacy instruments create exposure.
  • Evidence retention logic: what must be documented, where it is stored, and how it is retrievable under scrutiny.

 

Intervention lanes (typical)

Scope is selected based on the CGRR™ risk record and fiduciary exposure. The lanes below are activated selectively, depending on structure, access, and board priorities.

Authority chain and enforceable representation

Implementation of authority boundaries that match board intent: legal roles, representation logic, signing lanes, and the evidence required to support accountability.

Delegation boundaries, thresholds, and escalation triggers

DoA implementation: what must be approved in Canada, what can be decided in Mexico, and how exceptions are escalated and documented.

Corporate records posture and decision traceability

Documentation logic to ensure that board instructions translate into Mexico-side decisions with retrievable evidence (minutes/resolutions posture, decision logs, and controlled recordkeeping).

External advisors: coordination and accountability boundaries

Orchestration of counsel, notaries, accountants, and specialist providers to implement authority changes without role confusion: who does what, who signs, and what evidence is retained.

Transition readiness (restructuring, exit, wind-down) — where applicable

Authority and evidence sequencing for board-led transitions. Focus: governance prerequisites and controlled execution—not outcomes.

 

Implementation workflow (controlled, documentation-led)

This intervention follows a controlled workflow to preserve authority discipline and avoid scope drift. Timing depends on structure, document availability, and required approvals.

  1. Activation confirmation: CGRR™ record review, risk-to-action mapping, and scope boundaries.
  2. Authority inventory: roles, signing practices, and powers of attorney posture (Mexico).
  3. Design & approvals: DoA thresholds, escalation triggers, and board-approved implementation sequence.
  4. Coordination execution: implementation with counsel/notary/accountants as required, with evidence retention controls.
  5. Board-grade closure: updated authority posture, evidence package, and future monitoring signals.

 

Boundaries & exclusions (what this is not)

This is a fiduciary implementation domain. It is not an outsourced legal department, not operational management, and not a generic secretarial function. Any work, if accepted, is limited to written scope and the CGRR™ mitigation record.

  • No day-to-day operational management of the Mexican subsidiary.
  • No assurance, certification, or “compliance guarantee.”
  • No tax or accounting advice (coordination with specialists may be within scope, but does not replace them).
  • No emergency action detached from the CGRR™ record and written scope confirmation.
  • No engagement is created by submitting information; scope begins only upon written confirmation.

 

CGRR™ activation gates (non-negotiable)

This intervention is gated. It is not offered as a standalone scope. Activation requires:

  • A CGRR™ risk record identifying a material authority/control gap.
  • Evidence baseline sufficient to implement defensible authority changes.
  • Written scope boundaries and approval sequencing.
  • Conflicts clearance and engagement confirmation, where applicable.

If these prerequisites are not met, the intervention is not initiated.