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Canadian employment and labour quarterly
This newsletter will keep employers up to date on Canadian employment and labour developments and best practices.
LIBOR Cessation – Implied contract term to replace LIBOR for business efficacy
Global | Publication | December 2024
In a judgment handed down on 15 October 2024, the High Court was willing to imply a contractual term to replace 3 Month USD LIBOR with 3 Month CME Term USD SOFR for the purposes of calculating dividend payments on perpetual preference shares, where reference bank and historic rate contractual fallbacks had failed following LIBOR cessation, and it had not been possible to consensually agree an alternative rate. This was necessary to give business efficacy to the preference shares to enable dividends to be calculated.
The alternative argument by some of the shareholders was that a term should be implied so that on cessation of LIBOR the preference shares should be redeemed. This was rejected. The Court noted that debt instruments reference LIBOR as a measure of the wholesale cost of borrowing over time, but this is not likely to be an essential term of the contract and the cessation of LIBOR should not therefore give rise to immediate repayment of the debt.
Further reading: on the case can be found here.
Recent publications
Publication
Real Estate Focus – April 2025
In this edition we provide a reminder of the main provisions and implications of the Terrorism (Protection of Premises) Act 2025 since its Royal Assent, and discuss the potential for a long-awaited strategic shift for infrastructure projects following the formation of the National Infrastructure and Service Transformation Authority. We also discuss the outcome and significance of an interesting court of appeal case considering boundary agreements and provide an update on recent tax events affecting the real estate sector.
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Publication of Guidelines for Mixed Development Schemes of Petróleos Mexicanos
Te Board of Directors of Pemex approved the Guidelines for Mixed Development Schemes of the Public State Company, Petróleos Mexicanos (Agreement CA-025/2025, the “Guidelines”), published in the Federal Official Gazette (DOF) on April 29, 2025.
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