In its recent decision in
What you need to know
The Court held that the organizing principle of good faith
requires that, where a contract gives a party the ability to make a
discretionary decision, the
party must exercise that
discretion reasonably in light of the bargain the parties
made.
The Court held that the duty to exercise discretion reasonably
is imposed externally on the contractual relationship, and
therefore the parties cannot contract out of it.
This means that
The Court heard this case at the same time as
CM Callow Inc. v. Zollinger (CM
Callow), which considered the duty of honest performance.
On 25 November 2020 the EC published a Proposal for a Regulation on European data governance, part of a set of measures related to the European data strategy that aims at making the EU a leader in a data-driven society.
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In addition to the latest updates regarding the revocation of
the LIBOR reference rate (read the latest on LIBOR practices here), the market must prepare for yet another
upcoming shift in the use of reference rates in the financial
market. Refinitiv, the administrator of the Canadian Dollar Offered
Rate (CDOR), announced on November 12, 2020, that it will abandon
the application of the six- and 12-month CDOR tenors. As a result,
six-month and 12-month CDOR tenors will cease to apply as a
benchmark rate for bankers acceptances (BAs) effective May 17,
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COVID-19 has brought about far-reaching challenges in the
M&A space, one such being the construction, application and
interpretation of the material adverse change (MAC) clause, also
known as the material adverse effect (MAE) clause. The increased
uncertainty in the market spurred on by COVID-19 and further
intensified by Brexit, has brought with it an increased focus on
MAC / MAE clauses as risk-allocation mechanisms in M&A
transactions. MAC / MAE clauses are designed to address the
unexpected rather than the known risks. In M&A transactions