On February 27, 2026, an isolated thesis (tesis aislada) was published in the Judicial Weekly of the Federation, in which it was held that the provision of the Policies and Guidelines for the Development of Due Diligence in Petróleos Mexicanos, its Productive Subsidiary Entities and, where applicable, Affiliated Companies, on matters of Corporate Ethics and Integrity (“Pemex Policies”), which prevented Pemex from entering into new contracts with individuals or companies that had ongoing litigation against Pemex
I. The provision of the Pemex Policies and Guidelines In 2021, the General Directorate of Pemex issued the Pemex Policies. Pursuant to section III.1.6.2 of said Pemex Policies, the existence of a lawsuit against Pemex and its companies would be grounds for not issuing a favorable due diligence opinion for entering into or continuing commercial arrangements with third parties and, therefore, grounds for not entering into or continuing with the contracts. In recent years, this provision has had a deterrent effect on Pemex’s creditors, who were prevented from filing claims and initiating proceedings against Pemex, even where there were clear breaches on its part. This was because it implied that other commercial arrangements would not be continued and that no new contracts could be signed with Pemex. In 2023, the General Directorate of Pemex published an amended version of the Pemex Policies. However, section III.2.6.2.3 of these policies maintained the aforementioned grounds for not issuing a favorable due diligence opinion for entering into or continuing commercial arrangements with third parties, including that the existence of a lawsuit or proceeding against Pemex in Mexico or abroad would be grounds for not issuing the favorable due diligence opinion. II. The declaration of unconstitutionality On February 27, 2026, the Judicial Weekly of the Federation published isolated thesis number I.10o.A.60 A (11a.), issued by the Tenth Collegiate Court in Administrative Matters in Mexico City, declaring unconstitutional the provision of the 2021 Pemex Policies that prevented entering into or continuing commercial arrangements with individuals or companies that had a pending lawsuit against Pemex. The case arose from an administrative contracting procedure with Pemex, conducted within the framework of an open international electronic tender, in which the contract was awarded to a legal entity, conditioning the signing of the contract on the issuance of a due diligence opinion. The opinion issued was one of unviability, based on the 2021 version of the Pemex Policies, on the grounds that the company had a pending lawsuit against Pemex and its companies. Against this decision, the company filed an indirect amparo proceeding, which was ultimately resolved by the Collegiate Court that issued the precedent. The Collegiate Court held the following: • The provision violates the principles of legality and legal certainty established in Article 16 of the Political Constitution of the United Mexican States, since it conditions the signing of the contract on the awarded third party not having any pending litigation against Pemex. • The provision exceeds the objective pursued by the Pemex Policies, which is to have elements that strengthen decision-making regarding the advisability of entering into or maintaining commercial relationships with any third party, and to define responsibilities and promote a process among Pemex personnel and its companies that allows for the investigation of third parties. • There is no objective reason justifying the requirement that no lawsuits exist against Pemex in order to strengthen decision-making regarding the advisability of establishing or maintaining commercial relationships with any third party and to mitigate risks. Since it is deemed unconstitutional, the provision of the 2021 version of the Pemex Policies that prevented a company with pending litigation from entering into or continuing commercial arrangements could not be applied. Although this is an isolated thesis, not yet binding, and it refers to the 2021 version of the Pemex Policies — amended in 2023 —, it serves as guidance that would reasonably allow challenging an unviability opinion against a company that has a pending lawsuit against Pemex, issued on the basis of the 2023 version of the Pemex Policies. For additional information, contact: Adrián Magallanes, Partner:+52 55 5258 1077 | amagallanes@vwys.com.mx Montserrat Manzano, Partner:+52 55 5258 1018 | mmanzano@vwys.com.mx Pablo Fautsch, Partner:+52 55 5258 1072 | pfautsch@vwys.com.mx Jessika Rocha, Partner:+52 55 5258 1076 | jrocha@vwys.com.mx Rodrigo Barradas, Partner:+52 55 5258 1077 | rbarradas@vwys.com.mx Juan Francisco Barrera, Associate:+52 55 5258 1059 | jbarrera@vwys.com.mx Eduardo Estrada, Associate:+52 55 5258 1077 | eestrada@vwys.com.mx
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