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:

• Life Sciences | Share Purchase Agreement | Europe
  A European life sciences company in an arbitration brought by a European chemical company seeking indemnification under a Share Purchase Agreement. The law of the Claimant’s State applied.
• 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.
• Power | Acquisition | Europe
  EDF International 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.
• Petrochemicals | Failed joint venture | Middle East
  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.
• Manufacturing | Joint venture dissolution | North America / Asia
  Sumitomo Rubber Industries, Ltd., Respondent in an ICC arbitration in Paris against The Goodyear Tire & Rubber Company. The claim concerned the dissolution of an industrial joint venture. New York law applied.
• Chemicals | Joint venture | Europe / North America
  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.
• Retail | Shareholders’ agreement | Latin America 
  A major European retail group 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.
• Telecoms | Acquisition | Middle East / Africa
  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, our team has 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 and its online platform, newyorkconvention1958.org, which notably contains over 3,900 decisions from national courts throughout the world.

Experience

•  U.S. Mining company
  Representation of a U.S. mining company in proceedings before the International Chamber of the Paris Court of Appeal to seek the setting aside of an award rendered in an ICC arbitration.
• 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.
  
• 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

• Power Plant | Africa
  A heavy equipment supplier and contractor in relation to an arbitration and a number of delay, disruption, defects and other disputes arising out of two energy construction projects in Africa with claims and counterclaims of over USD 2 billion.
• Oil & Gas Facility | Asia
  One of the partners in a joint venture, as project owner, in a high value pre-arbitration dispute with a contractor in connections with a construction megaproject for an oil and gas facility in Central Asia. The dispute concerns issues of productivity, delay and defects. English law applies.
• Power Plant | Latin America
  Stoneway Capital Corporation (US) and its Latin American subsidiary, Respondents and Counter-Claimants in an ICC arbitration in New York initiated by a European construction contractor. The dispute arises from an EPC contract for the construction of two power plants in Latin America. New York law applies.
• Civil Infrastructure | Asia
  The operator of a major infrastructure project in an Asian State 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 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 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.
• Refinery | Latin America
  A State-owned Latin American oil and gas company in an ICC arbitration against a contractor involving the expansion of a refinery. The seat of arbitration was The Hague.
• Chemical Plant | North America
  An international joint venture in an ICDR arbitration in New York initiated by a North Asian company. The dispute arose from an agreement for the construction of a chemical plant in North America. Issues included delay and defective works. New York law applied.
• 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 applied. Close to $1 billion was 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 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 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.

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. Current and recent cases include the representation of:

• Crude Oil Transportation | Asia
  Advice to a multinational oil & gas company in relation to rights regarding a major international crude oil transportation project in Central Asia. English law applies.
• Oil Exploration | Saudi Arabia
  Advice to a seismic survey company in a dispute concerning termination of an oil exploration project in Saudi Arabia.
• Oil Storage and Tolling Services | North America
  A North American international oil company in a contractual dispute with a North American LNG company regarding the provision of certain storage and tolling services. The contract provided for AAA arbitration. New York law applied.
• Oil Storage Facilities | Asia
  The subsidiary of an Asian State-owned company in the energy sector in two parallel ICC arbitrations in Singapore initiated by its Asian co-shareholder and its parent company. The dispute arose 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 applied.
• Development Rights | North America
  An Australasian-based international oil company in a AAA arbitration in Houston brought by a North American international oil company. The dispute related to the ownership of certain development rights. Texas law applied.
• Gas Price Review | Europe
  Five gas importers 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.
• Gas Price Review | Europe
  Advice to an Italian buyer in an ICC arbitration in London against a Middle Eastern seller. The parties’ dispute concerned the continued marketability in the Italian market of liquefied natural gas purchased pursuant to an oil-indexed, long-term take or pay contract. New York law applied.
• 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 involved 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 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 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.

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:

• Pharmaceuticals | U.S. / Europe
  A European biotech company, Claimant in an arbitration in New York under the CPR non-administered rules against a North American company in the healthcare sector. The dispute arises from a collaboration agreement. New York law applies.
• Food & Beverages | North Africa
  The licensor, Respondent in a CRICIA arbitration brought by a licensee. The dispute pertains to a manufacturing technology license agreement for long shelf-life food products.
•  Mining & Metals | Europe / North America
  Two subsidiaries of a North American mining and metals company in seven LCIA arbitrations in London against a European trading firm. The dispute relates to the performance of various contracts for the sale and purchase of metal concentrates. English law applies.
• Manufacturing | Middle East / China
  A Middle Eastern company in connection with claims against a Chinese company in respect of the fabrication of large-scale onshore oil drilling rigs. 
• Technology | Asia
  A North American technology company 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.
• Telecom Services | Europe
  Two European telecommunication companies in a UNCITRAL arbitration in London brought against North American and European telecom companies. The dispute concerned colocation services. The case was administered by the LCIA and English law applied.
• 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 registration | 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 in an ICC arbitration brought against a U.S. 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 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 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 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 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 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.

Our firm has been at the heart of some of the most groundbreaking investment treaty arbitrations over the past 30 years, successfully arguing the most 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. We act on behalf of states and investors.

We also regularly advise our clients on how to structure their investments around the world to maximise protection under bilateral and multilateral investment treaties. 

Representative matters include:

• Renewable | Sri Lanka
  Representation of KLS Energy Lanka Sdn. Bhd. and KLS Energy Lanka (Private) Ltd in an ICSID arbitration against the Democratic Socialist Republic of Sri Lanka (ICSID Case No. ARB/18/39). The dispute relates to a renewable energy generation enterprise and the claims are brought under the Malaysia-Sri Lanka bilateral investment treaty.
• Manufacturing Plant | China
  Represent the People’s Republic of China in an ICSID arbitration brought by Hela Schwarz GmbH (ICSID Case No. ARB/17/19). The dispute relates to the alleged expropriation of the Claimant’s local subsidiary’s legal right to use a parcel of state-owned industrial land in Shandong province. The claims are brought under the China-Germany bilateral investment treaty.
• Bank | Ukraine.
  Representation of Ukraine in an SCC arbitration brought by Vnesheconombank VEB.RF (SCC Arbitration V2019/088). The dispute relates to sanctions and other measures allegedly targeting Russian banks in Ukraine after 2014. The claims are brought under the Ukraine-Russia bilateral investment treaty.
• Infrastructure Projects | Panama
  Representation of the Republic of Panama in an ICSID arbitration brought by Omega Engineering et al. (ICSID Case No. ARB/16/42). The dispute relates to infrastructure construction projects. The claims are brought under both the U.S.-Panama bilateral investment treaty and trade promotion agreement.
• Gas Transit | Ukraine
  Representation of Ukraine in a UNCITRAL arbitration brought by PJSC Gazprom (PCA Case No. 2019-10). The dispute related to the enforcement of a fine issued by the Anti-Monopoly Committee of Ukraine in relation to Gazprom's breaches of Ukraine's competition law in the performance of a gas transit contract. The claims were brought under the Ukraine-Russia bilateral investment treaty.
• Oil & Gas | India
  Representation of Cairn Energy Plc in a UNCITRAL arbitration against the Republic of India. The dispute related to retrospective tax measures adopted by the Indian government. The claims were brought under the U.K.-India bilateral investment treaty. Over $5.5 billion was at stake.
• Aluminium Production Company | Ukraine
  Represenstation of Ukraine in an ICSID arbitration brought by Emergofin  and Velbay Holdings (ICSID Case No. ARB/16/35). The dispute relates to an aluminium and alumina production company. The claims are brought under the Netherlands-Ukraine bilateral investment treaty.
• Yukos Oil Company Expropriation | Russia
  Representation of the majority shareholders in the former Yukos Oil Company in three UNCITRAL arbitrations against the Russian Federation. The dispute related to the expropriation of our clients’ investment in Yukos Oil Company. We secured a $50 billion award in favor of our clients, the largest award ever rendered by an arbitral tribunal. The claims were brought under the Energy Charter Treaty.
• Windfall Profit Tax | Algeria
  Representation of the People's Democratic Republic of Algeria in an ICSID arbitration initiated by Mærsk Olie, Algeriet A/S (ICSID Case No. ARB/09/14).  The arbitration, which was brought under the Algeria-Demark bilateral investment treaty, was in relation to windfall profit tax in the context of a production-sharing contract.  Over $3 billion was at stake.