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 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 concern ownership of various entities in the fund structure. Hong Kong and Cayman Islands law apply.
• ICC Arbitration | Shareholders’ agreement | Europe | Netherlands law
  A group of shareholders of a holding company as Claimants in an ICC arbitration in Paris against two shareholders in the same company. The dispute concerns the interpretation of a put option price provision contained in a Shareholders' Agreement. The law of the Netherlands applies. Over $1 billion is at stake.
• 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 as 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.
• UNCITRAL Arbitration | Shareholders’ agreement | Asia | New York law
  The Asian founder and the majority shareholder of a NASDAQ listed company as Respondents in an UNCITRAL arbitration administered by the HKIAC in Hong Kong. The dispute arises from a shareholders agreement. New York law governs.
• ICC Arbitration | Acquisition | Europe | German and EU law
  EDF International as 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 as 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 as 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.
  
• 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 as 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.
• CIVIL INFRASTRUCTURE | Middle East
  An international joint venture as 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 as 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.
• PETROCHEMICAL PLANT | Asia
  An Asian State-owned entity and its subsidiaries in a dispute subject to UNCITRAL arbitration in Stockholm against a State-owned entity in a Central Asian State. The dispute arises from an EPC contract for the construction of a petrochemical plant.
• 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 as 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 as 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:

• GAS PRICE REVIEW | Europe
  Five gas importers as Respondents in SCC and UNCITRAL arbitrations in Stockholm initiated by an upstream supplier. The disputes arise from a gas price revision clause in long-term supply contracts. Swedish law applies.
• OIL STORAGE FACILITIES | Asia
  The subsidiary of an Asian State-owned company in the energy sector as 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.
• POWER PURCHASE AGREEMENTS | Asia
  Nine Asian Independent Power Producers (IPPs) as Claimants in an LCIA arbitration seated in London against a State-owned entity. The dispute arose out the non-payment of certain amounts under Power Purchase Agreements concluded between the IPPs and a State-owned entity. The law of the Respondent’s State applied.
• DEEPWATER OIL BLOCKS’ CONCESSION RIGHTS | West Africa
  Sonangol E.P. as 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 USD 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 as Respondent in an ICC arbitration in Paris brought by a European contractor. The dispute arises 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 as 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 as 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.
• 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.
• 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:

• A Middle Eastern company | in an ICC arbitration in Doha against a Middle Eastern energy company. The dispute arises from a gas supply agreement. Qatari law applies.
• A global chemical company | as 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 is governed by New York and Korean law.
• An Asian oil & gas company | in an arbitration in Stockholm under the SCC Rules against a European chemical company. The dispute arose under a technology transfer agreement. It also involves joint venture-related issues. Swedish law applies.
• A North American agro-sciences company | as 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.
• A European subsidiary of North American company | in the defense industry, in an arbitration under the aegis of Lisbon Commercial Association/Arbitration Centre of the Portuguese Chamber of Commerce and Industry. The dispute concerned the termination of a series of contracts related to the supply of defense equipment. Portuguese law applied and the seat of arbitration was Lisbon.
• A European manufacturing company | as 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).
• A Central American subsidiary of a leading European energy company | in a dispute with a large multinational manufacturer relating to the supply of diesel generators to be incorporated in a heavy fuel oil-fired power plant. Swiss law applied and the dispute was subject to ICC arbitration in Geneva.
• Various entities of a major beverage company | in two ICC arbitrations in Paris against a service provider. The first arbitration arose from a settlement agreement and the second arbitration arose from a supply agreement. Both cases raised complex procedural issues in the context of multiparty multicontract arbitrations. French law applied.
• Subsidiaries of a leading European renewable energy company | as Claimants in an ICC arbitration initiated against a Latin American energy company in relation to the sale of a wind farm project in Latin America. The seat of the arbitration was Montevideo, Uruguay and Argentine law applied.
• A prominent French global fashion label | as 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:

• A German manufacturing company | as 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).
• A North American agribusiness company | as 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.
• A European pharmaceutical company | as 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.
• Two European chemical companies | as 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.
• Two affiliated European chemical companies | as 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 and the language of the proceedings was English.
• A prominent French global fashion label | as 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

• 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 USD 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

• Bladon Enterprises Limited and Germen Properties Limited v. Romania (ICSID Case No. ARB/18/30) | Pending dispute related to 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.