Arbitration clauses are commonplace in contracts organizing cross-border business combinations, such as mergers, acquisitions and joint ventures. Our clients’ disputes in this area typically concern representations and warranties, price adjustment mechanisms and preemption rights. Current and recent cases include the representation of:

• ICC Arbitration | Partnership dissolution | Middle East
  A Middle Eastern business man in an ICC arbitration in Geneva related to the dissolution of a long-standing family partnership. The law of a Gulf State applies. Billions of dollars are at stake.
• Arbitration | Share Purchase Agreement | Europe
  A European life sciences company, Respondent in an arbitration brought by a European chemical company seeking indemnification under a Share Purchase Agreement. The law of the Claimant’s State applies.
• AAA-ICDR Arbitration | Private Equity | Asia
  A Chinese individual, in his capacity as principal of two investment funds, in an AAA-ICDR arbitration in New York brought against him by the principal of two other funds. The dispute relates to a disputed funds investment and the breach of a settlement agreement. New York law applies.
• ICC and HKIAC Arbitrations | Private Equity | Asia
  A private equity fund and its founder in ICC and HKIAC arbitrations initiated by the fund’s alleged general partner and an alleged investor in the fund, as well as in related domestic court proceedings in multiple jurisdictions. The arbitrations each concerned ownership of various entities in the fund structure. Hong Kong and Cayman Islands law applied.
• ICC Arbitration | Shareholders’ agreement | Europe | Netherlands law
  A group of shareholders of a holding company, Claimants in an ICC arbitration in Paris against two shareholders in the same company. The dispute concerned the interpretation of a put option price provision contained in a Shareholders' Agreement. The law of the Netherlands applied. Over $1 billion was at stake.
• ICC Arbitration | Acquisition | Europe | German and EU law
  EDF International, Respondent in an ICC arbitration in Zurich initiated by a company fully-owned by the German Land of Baden-Württemberg. The dispute arose from the acquisition by the Land of EDF’s stake in an energy company based in the Land of Baden-Württemberg and raised complex issues of EU law. German law applied. The €4.6 billion claim brought against our client was dismissed.
• ICC Arbitration | Failed joint venture | Middle East | English law
  The Dow Chemical Company in an ICC arbitration in London against Petrochemical Industries Company (PIC) of Kuwait arising out of the failure of the latter to close a large M&A transaction. English law applied. Dow was awarded more than $2.47 billion. PIC’s challenge to the award in the High Court in London, brought under the English Arbitration Act, was rejected, as was PIC's application for leave to appeal.
• ICC Arbitration | Industrial joint venture dissolution | North America / Europe | New York law
  A North Asian company, Respondent in an ICC arbitration in Paris against a North American company. The claim concerned the dissolution of an industrial joint venture. New York law applied.
• ICC Arbitrations | Joint venture | Europe / North America | Swiss and French law
  Three European chemical companies in four ICC arbitrations in Paris and Geneva against European subsidiaries of a large North American chemical concern. The disputes arose from a joint venture agreement formed to manufacture a product used for the production of nylon, as well as from a related confidentiality agreement and the resulting settlement agreement entered by the parties to settle a previous dispute.
• ICC Arbitration | Shareholders’ agreement | Latin America | Brazilian law
  A major European retail group, Claimant in an ICC arbitration in São Paulo against its Brazilian joint venture partner. The dispute concerned breaches of a shareholders’ agreement concluded between the parties relating to the control of Brazil’s largest retailer. Brazilian law applied.
• LCIA Arbitrations | Acquisition | Middle East / Africa | English law
  A leading mobile and data services operator and its Middle Eastern parent in three LCIA arbitrations in London initiated by a Dutch subsidiary of an Asian international telecom company arising out of the sale of a telecommunications network in Africa. The dispute centered on claims made under an indemnification provision in the Share Sale Agreement. English law applied.

Practice

We assist our clients in all aspects of the post-award phase, including in settlement negotiations, global asset tracing and in enforcement and set-aside proceedings.

We act on behalf of private and public entities as well as sovereigns, be they award creditors or debtors, with respect to awards rendered in both commercial and investment treaty arbitrations.  We also act in enforcement proceedings involving third parties in possession of award debtors’ assets.

We are widely recognized for our intellectual leadership in the field of international arbitration. With respect to enforcement, over 20 members of our team contributed to the New York Convention Project, a joint research project undertaken with UNCITRAL and Columbia University. The Project led to the publication of the UNCITRAL Secretariat Guide on the Convention on the Recognition and Enforcement of Arbitral Awards (co-authored by Emmanuel Gaillard, head of our International Arbitration Group) and its online platform, newyorkconvention1958.org, which notably contains over 1700 decisions from national courts throughout the world.

Experience

• Enka Insaat ve Sanayi AS
  Representation of Enka Insaat ve Sanayi AS in proceedings brought before the U.S. District Court for the District of Columbia to request the confirmation of a $47 million award rendered in an ICC arbitration against Gabon in a dispute over payments on contracts to build the presidential palace and a museum in the country.
• Eastern Europe
  Representation of an agency of an Eastern European State as applicant in proceedings to request the setting aside of a Partial Award rendered by an arbitral tribunal in a construction dispute.
  
• The majority shareholders in the former Yukos Oil Company
  Representation of the majority shareholders in the former Yukos Oil Company in proceedings initiated by the Russian Federation before the Dutch courts to set aside the $50 billion awards rendered in the arbitrations brought by the shareholders against the Russian Federation concerning the expropriation of their investments in Yukos. We also advise the Yukos majority shareholders in proceedings for the enforcement of these awards in multiple jurisdictions.
• Tata Sons Ltd.
  Representation of Tata Sons Ltd. as award debtor in proceedings brought before U.S. courts by Japanese telecoms company NTT DoCoMo to seek enforcement of a $1.17 billion award rendered in an LCIA arbitration.
• EDF International
  Representation of EDF International in proceedings initiated by the Republic of Hungary before Swiss courts to seek the annulment of a €107 million award secured by our client in an investment treaty arbitration.
• The Dow Chemical Company
  Representation of The Dow Chemical Company in proceedings initiated before the High Court in London by Petrochemical Industries Company (PIC) to challenge a $2 billion award we secured for our client. The application, brought under the English Arbitration Act, was rejected, as was PIC's application for leave to appeal.
• The Republic of Lithuania
  Representation of the Republic of Lithuania in proceedings before Swedish courts to set aside an award rendered against it by an SCC Tribunal in a dispute against OAO Gazprom.
• Mr. Viorel Micula
  Representation of Mr. Viorel Micula in proceedings initiated by the Republic of Romania before an ICSID Ad hoc committee for the annulment of the $250 million award and in subsequent enforcement proceedings in multiple jurisdictions (including the United States, the United Kingdom and France) of the award.

Practice
We represent owners and contractors in international construction and engineering arbitrations arising from projects throughout the world, under a wide variety of applicable laws. Our principal focus is on high value, complex multi-claim disputes concerning power projects (nuclear, hydroelectric and renewable), oil and gas facilities, industrial plants and civil infrastructure projects. Current and recent cases include representation of:

Experience

• CIVIL INFRASTRUCTURE | Asia
  The operator of a major infrastructure project in an Asian State, Claimant in an ICC arbitration in Singapore against the transportation Authorities of the Respondents’ State. The dispute arises from a Concession Agreement and an EPC Contract. The law of the Asian State governs.
• POWER PLANT | Middle East
  A European contractor, Claimant in an ICC arbitration in London brought against a Middle Eastern owner. The dispute arises from a contract for the conversion of a simple cycle power plant to combined cycle technology. English law applies.
• CIVIL INFRASTRUCTURE | Middle East
  An international joint venture, Claimant in an ICC arbitration against a Middle Eastern State-owned company.  The dispute arises from a contract for the design & build of a major infrastructure project in the Middle East.  Approximately $600 million is at stake.  The law of the Respondent State applies.
• GAS LIQUEFACTION PLANT | Africa
  Algerian energy company Sonatrach in an ICC arbitration in Geneva brought by Saipem SpA and Saipem Contracting Algérie SpA. The dispute arose from a contract for the construction of gas liquefaction facilities. Algerian law applied. Over €2.6 billion was at stake.
• REFINERY | Latin America
  A State-owned Latin American oil and gas company, Respondent in an ICC arbitration against a contractor involving the expansion of a refinery. The seat of arbitration was The Hague.
• MEDICAL FACILITY | Middle East
  Two international construction contractors in an ICC arbitration in London initiated by a Middle Eastern State-owned company. The dispute concerns the development of a world-class medical facility in the Middle East. The law of the Claimant's State applies. $3.7 billion is at stake.
• NUCLEAR POWER PLANT | Europe
  A French-German consortium in an ICC arbitration in Stockholm against a Finnish utility company. The dispute arose from an agreement for the construction of a nuclear power plant in Finland. Finnish law governed. Over €6.1 billion was at stake.
• CIVIL INFRASTRUCTURE | Middle East
  An international contractor consortium in an ICC arbitration against a Middle Eastern State. The dispute arose from a contract for the construction of a major infrastructure project in the Middle East. The law of the Respondent State applies. Close to $1 billion is at stake.
• SOLAR FIELD | Middle East
  A European energy infrastructure company in an ICC arbitration in London brought against a North American subcontractor. The dispute arose out of a project for the construction of a major solar field in the Middle East. Issues included defective equipment and critical delays in the overall project. English law applied.
• MINING | Africa
  Two African subsidiaries of an international mining and exploration company in an ICC arbitration in London initiated by a South African contractor. The dispute arose from an EPCM contract in relation to a mine expansion project in Sub-Saharan Africa.  English law applied.
• URBAN DEVELOPMENT | Europe
  A Turkish construction company, Claimant in an ICC arbitration in Switzerland against a Russian developer. The dispute arose from a contract for the development of a multifunctional retail and office complex in Moscow. English law applied.
• ROAD & WATER PROJECT | Africa
  The Republic of Mozambique, Respondent in a dispute before a Dispute Adjudication Board involving the alleged breach of a FIDIC contract governing the construction of road and water projects. The law of Mozambique applied.

"Team of stellar individuals with expertise in the fields of energy and natural resources, as well as construction and IP disputes."
―Chambers Global, 2016

We have extensive experience across the energy sector, including oil & gas matters (upstream and downstream), nuclear power, hydroelectric power, and renewable energy. We act for multinational corporations, Sovereign States and State-owned companies in disputes concerning, inter alia, issues of consortium and joint-venture relations, contract cancellations and terminations, construction, price review, tax treatment and stabilization and investment. We are also recognized as a market leader on the Energy Charter Treaty (see our investment arbitration experience). Current and recent cases include the representation of:

• OIL STORAGE FACILITIES | Asia
  The subsidiary of an Asian State-owned company in the energy sector, Respondent in two parallel ICC arbitrations in Singapore initiated by its Asian co-shareholder and its parent company. The dispute arises from two agreements relating to the development of an oil storage facility and related port facilities in Asia. English law and the law of the Claimants’ State apply.
• DEVELOPMENT RIGHTS | North America
  An Australasian-based international oil company, Respondent in a AAA arbitration in Houston brought by a North American international oil company.  The dispute relates to the ownership of certain development rights.  Texas law applies.
• ENERGY CHARTER TREATY | Spain
  A leading European energy group in a UNCITRAL arbitration against the Kingdom of Spain under the Energy Charter Treaty. The dispute relates to measures taken by Spain in the renewable energy sector.
• OFFSHORE GAS EXPLORATION | Africa
  An African energy company in an LCIA arbitration in London brought by a European energy company. The dispute relates to the management and dissolution of a consortium for offshore gas exploration. English law applies.
• GAS PRICE REVIEW | Europe
  Five gas importers as Respondents in SCC and UNCITRAL arbitrations in Stockholm initiated by an upstream supplier. The disputes arose from a gas price revision clause in long-term supply contracts. Swedish law applied.
• POWER PURCHASE AGREEMENTS | Asia
  An Independent Power Producer (IPPs) in a Central Asian State in an ICC arbitration in Singapore against two State-owned entities of a Central Asian State. The dispute arises from Power Purchase Agreements and is governed by English law.
• DEEPWATER OIL BLOCKS’ CONCESSION RIGHTS | West Africa
  Sonangol E.P., Respondent in an ICC arbitration in London initiated by a local subsidiary of U.S. oil company Cobalt International Energy. The dispute arose from a purchase and sale agreement related to concession rights in two deepwater oil blocks off the coast of Angola. The law of Angola applied and over $2.2 billion was at stake.
• GAS SUPPLY AGREEMENTS | Egypt/Spain
  EGAS in an ICC arbitration in Paris initiated by Spanish Egyptian Gas Company S.A.E. (SEGAS) and in two CRCICA arbitrations brought by Union Fenosa Gas (UFG). The arbitrations, which involve claims in excess of $3 billion, arose under a tolling agreement governed by English law and a related long-term gas supply agreement governed by Egyptian law. In a precedent-setting award on the English law of assignment, the ICC Tribunal dismissed all claims against EGAS.
• LPG PIPELINE | Africa
  An African energy company, Respondent in an ICC arbitration in Paris brought by a European contractor. The dispute arose from the performance of an EPC contract related to the construction of a LPG pipeline. The Respondent was further seeking the reimbursement of certain sums following a breach of contract by Claimant. The law of the Respondent’s State applied.
• TAXATION | Africa
  Sonatrach, Respondent in an ICC arbitration in Geneva initiated by Total Algérie SAS and Repsol Exploración Argelia. The dispute was in relation to the interpretation of contractual provisions of a production sharing agreement regarding windfall profit tax and alleged tax stabilization provisions. Over $400 million was at stake. Algerian law applied.
• PRODUCTION SHARING AGREEMENT | Southeast Asia
  PetroVietnam, Respondent in an ICC arbitration in Singapore initiated by three European and Australasian energy companies. The dispute arose from a production-sharing agreement. The Arbitral Tribunal rejected all claims against PetroVietnam and ordered the Claimants to reimburse the costs of the arbitration in full.
• IMPORT, LIQUEFACTION AND EXPORT ADVISORY | Mediterranean
  Advising on major import, liquefaction and export projects in the East Mediterranean region.

Our clients increasingly ask us to represent them in their financial and insurance disputes. We have handled arbitrations concerning bank recapitalizations and loans, as well as reinsurance and political risk insurance policies. Arbitrations in the financial and insurance sectors include the representation of:

• A Middle Eastern private equity firm | in a dispute regarding intercompany loan transactions. The dispute was subject to LCIA arbitration and English law applies.
• The Respondent | in an ICC arbitration brought by the seller and beneficiary of a guarantee in a commercial transaction. The dispute related to obligations under a guarantee agreement and underlying loan agreements. New York law applied. The seat of arbitration was New York.
• A Cypriot company as Claimant | in two LCIA arbitrations in London against the borrower and the guarantor in a $1.6 billion loan to a leading Russian oil and gas company. The Claimant sought payment of the unpaid balance of all sums owing under the loan agreement. English law applied. The amount at stake in these arbitrations was in excess of $650 million (without interest). An award was rendered in favor of our client.
• Two banks | in an ICC arbitration in New York, in which three banks had brought a claim against the Republic of Uruguay in connection with the breach by the Republic of a release, a covenant not to sue and an arbitration clause in an agreement among the parties. The Respondent counterclaimed for approximately $650 million. The case arose out of the collapse of the Uruguayan banking industry in 2002.
• An Asia-Pacific life insurance company | as Respondent in an ICC arbitration in New York against an Asian Government entity. The dispute arose from the sale of an Asian life insurance company. The opponent’s national law applied. The amount at stake was in excess of $1 billion. All claims against our client were withdrawn.
• Credit Suisse and Dresdner | in an ICC arbitration in New York, in which three banks brought a claim against the Republic of Uruguay with respect to a transaction in which the Claimants had participated in the recapitalization of a commercial bank in Uruguay. Over $100 million was at stake.
• A North American reinsurance intermediary | as both a Respondent and a Claimant in multiple ad hoc arbitrations in New York and New Jersey against many international insurance companies. The dispute concerned liability of various parties with respect to obligations arising from a complex international reinsurance pool arrangement. The amount at stake was in hundreds of millions of dollars. An award was rendered in favor of our client in the lead case. Other cases were thereafter settled on confidential terms.
• A North American bank | against a North American insurance company. The dispute arose out of political risk insurance policy with respect to a loan for a toll road in a Latin American country. A favorable award was obtained by our client.

We represent clients from many business sectors in their commercial disputes, notably matters arising from sales, supply, distribution and agency agreements. Current and recent cases include the representation of:

• TELEVISION AND MARKETING RIGHTS | Africa
  Lagardère Sports, Claimant in an ICC arbitration in Geneva against the Confederation of African Football (CAF). The dispute arises from the termination by CAF of a USD 1 billion exclusive television and marketing rights agreement.
• TECHNOLOGY | ASIA
  A North American technology company, Claimant in an ICC arbitration in Hong Kong against an Asian electronics manufacturer. The dispute arises from a manufacturing agreement and a related guarantee letter. Hong Kong law applies.
• SPONSORSHIP AGREEMENT | Europe
  A Middle Eastern fund, Respondent in an ICC arbitration in Paris arising from a sports sponsorship agreement. The law of the Claimant's State applies and over €535 million is at stake.
  
• PORT CONCESSION | Africa
  An international logistics company in an ICC arbitration in Paris brought against the Port Authority of an African State. The dispute arises from a concession agreement related to the management and operation of a container terminal.   
•  AVIATION CONSULTANCY | Latin America
  An aviation consultancy firm in two ICC arbitrations against two European aircraft manufacturers. The dispute relates to unpaid invoices and the damages arising from the termination of the commercial relationship between the Parties.
• TELECOM SERVICES | Europe
  Two European telecommunication companies as Claimants in an UNCITRAL arbitration in London brought against North American and European telecom companies. The dispute concerns colocation services. The case is administered by the LCIA and English law applies.
• TRANSPORTATION EQUIPMENT | Africa
  An African transportation company in an UNCITRAL arbitration against an Asian equipment manufacturer. The dispute arises from an agreement for the supply of passenger trailers. The law of the Claimant’s State applies.
• TECHNOLOGY TRANSFER AGREEMENT | Asia
  A global chemical company, Claimant in an ICC arbitration in Hong Kong against a North Asian rechargeable batteries manufacturer. The dispute arose from a Technology Transfer Agreement. The dispute was governed by New York and Korean law.
• R&D AGREEMENT | North America
  A North American agro-sciences company, Claimant and counterclaim Respondent in AAA arbitration in Illinois against a plant breeding company regarding the alleged breach of a collaborative research and development agreement. Approximately $400 million was at stake. Illinois law applied.
• TRADEMARK REGISTRATIONS | Asia
  A prominent French global fashion label, Claimant in an ad hoc arbitration in Singapore against an Asian textile company. The dispute arose in connection with trademark registrations in breach of an agreement between the parties and misrepresentations by the Respondent in a great number of national trademark proceedings. Singapore law applied.

Shearman & Sterling’s International Arbitration Group frequently represents clients experiencing disputes relating to intellectual property rights. Current and recent experience includes the representation of:

• MANUFACTURING | Patent litigation
  A German manufacturing company, Claimant in an ICC arbitration brought against a US law firm. The dispute concerned the Respondent's liability for damages incurred by our client as a result of the Respondent's advice provided in the course of a patent litigation before the US International Trade Commission (ITC).
• AGRIBUSINESS | License agreement and patents
  A North American agribusiness company, Respondent in an ICC arbitration initiated by European agribusiness companies. The dispute related to a license agreement and patents relating to technologies for the genetic modification of plants. French law applied.
• PHARMACEUTICALS | Manufacturing Right Purchase and License agreement
  A European pharmaceutical company, Claimant in an ICC arbitration in Paris against three subsidiaries of a global health care company. The dispute arose from a price-adjustment payment made under a Manufacturing Right Purchase and License Agreement. French law applied.
• CHEMICALS | Confidentiality agreement
  Two European chemical companies, Respondents in an ad hoc arbitration in Geneva brought by a European subsidiary of a North American chemical company. The dispute arose out of the filing of patents alleged to constitute misappropriation of confidential information in breach of a confidentiality agreement between the parties. Swiss law applied.
• CHEMICALS | Disclosure of information
  Two affiliated European chemical companies, Respondents in an ICC arbitration in Geneva brought by the European subsidiaries of a North American chemical company. The dispute related to allegedly unauthorized use/disclosure of information relating to the manufacture of a chemical intermediate required for the production of nylon. Swiss law applied.
• FASHION | Trademark registrations
  A prominent French global fashion label, Claimant in an ad hoc arbitration in Singapore against an Asian textile company. The dispute arose in connection with trademark registrations in breach of an agreement between the parties and misrepresentations by the Respondent in a great number of national trademark proceedings. Singapore law applied.

An important aspect of international arbitration is the availability of interim and conservatory relief in support of the arbitral process. This relief includes injunctions, attachments designed to promote the enforceability of a subsequent award, and orders preserving evidence. We represent clients seeking these measures before both courts and arbitral tribunals.

"Clients describe the team's output as ‘the pinnacle of excellence.’"
―Chambers Global, 2017

We have been at the heart of some of the most groundbreaking investment treaty arbitrations over the past 30 years, acting as counsel, arbitrator and legal expert in such disputes. We stand apart from other firms for our ability to effectively address highly complex issues of investment arbitration and international law, both regarding questions of jurisdiction and admissibility, and those going to the substantive protection offered by bilateral and multilateral investment treaties.

Our experience comprises an equal balance of mandates on behalf of states and investors. Representative matters include:

Representation of States

• Tantalum International, Ltd. and Emerge Gaming, Ltd. v. Arab Republic of Egypt (ICSID Case No. ARB/18/22). Pending dispute arising from a mining enterprise. Claims brought under the Egypt-Australia bilateral investment treaty.
• Société des Parcs d’Alger and Emirates International Investment Company LLC v. People’s Democratic Republic of Algeria (ICSID Case No. ARB/18/11) | Pending dispute arising from a contract for the development of a $5 billion urban park project.
• Omega Engineering et al. v. Republic of Panama (ICSID Case No. ARB/16/42) | Pending dispute related to infrastructure construction projects. Claims brought under both the U.S.-Panama bilateral investment treaty and trade promotion agreement.
• Veolia Environnement  v. Republic of Lithuania (ICSID Case No. ARB/16/3) | Pending dispute related to district heating and power generation systems. Claims brought under the Lithuania-France bilateral investment treaty.
• Emergofin  and Velbay Holdings  v. Ukraine (ICSID Case No. ARB/16/35) | Pending dispute related to an aluminium and alumina production company. Claims brought under the Netherlands-Ukraine bilateral investment treaty.
• Orascom TMT Investments S.à.r.l. v. People’s Democratic Republic of Algeria (ICSID Case No. ARB/12/35) | Securing the dismissal of $4 billion claims brought against the Algerian Republic. Dispute related to the operation of a mobile telephone company in Algeria. Claims brought under the Algeria-Belgium-Luxembourg bilateral investment treaty.

Representation of Investors

• Alverley Investment (formerly known as Bladon Enterprises Ltd) and Germen Properties Ltd. v.  Romania (ICSID Case No. ARB/18/30) | Pending dispute arising from a multi-billion euro commercial and residential real estate project in northern Bucharest. Claims brought under the Cyprus-Romania bilateral investment treaty. 
• Rasia FZE and Joseph K. Borkowski v. Republic of Armenia (ICSID Case No. ARB/18/28) | Pending dispute arising from concession agreements related to a railway and highway construction project. Claims brought under the U.S.-Armenia bilateral investment treaty.  
• Cairn Energy v. Republic of India (UNCITRAL case) | Pending dispute related to retrospective tax measures adopted by the Indian government. Claims brought under the U.K.-India bilateral investment treaty. Over $5.5 billion at stake.
• Leading European energy group v. Kingdom of Spain (UNCITRAL case) | Pending dispute related to measures taken by Spain in the renewable energy sector. Claims brought under the Energy Charter Treaty.
• Majority shareholders in the former Yukos Oil Company v. Russian Federation (UNCITRAL cases) | Securing a $50 billion award in favor of our clients, the largest award ever rendered by an arbitral tribunal. The dispute related to the expropriation of our clients’ investment in Yukos Oil Company. Claims brought under the Energy Charter Treaty.
• SAUR International v. Argentine Republic (ICSID Case No. ARB/04/4) | Securing an award in favor of SAUR and the denial of a subsequent application for annulment by the Argentine Republic, in a dispute related to a water and sewer services concession. Claims brought under the France–Argentina bilateral investment treaty.