Eldwick Law

Category: Blog

Our opinions on recent trends and the latest legal news

  • Dubai International Financial Centre (DIFC) | Setup, Tax & Legal Framework

    Dubai International Financial Centre (DIFC) | Setup, Tax & Legal Framework

    The Dubai International Financial Centre (DIFC) is now considered one of the world’s top financial hubs, attracting multinational corporations, startups, family offices, and professional service firms from across the globe. The centre is home to major global banks, insurance firms, asset managers, fintech pioneers, law firms, and professional service providers. The DIFC now has over 6,150 active registered companies employing more than 43,800 professionals. As a specialist UAE dispute resolution firm with multilingual practitioners experienced in common law jurisdictions, we regularly act for clients in complex, high-value DIFC-related matters. In this article, we will explain why investors are choosing Dubai and the main legal factors to consider when setting up a DIFC company.

    Why investors choose the DIFC

    The DIFC has become a real international hotspot for commercial transactions. It operates as an independent free zone within the UAE that is governed by its own rules and overseen by its own regulator, the Dubai Financial Services Authority (DFSA). This means DIFC companies operate under a separate legal and regulatory framework (not the civil law system) of mainland UAE, but English common law principles.

    Unlike mainland UAE, which often requires a local sponsor or partner, DIFC permits 100% foreign ownership. Foreign investors retain full control of their company without a local equity requirement. Profits and capital can be repatriated without restriction.

    Companies incorporated in DIFC benefit from a 50-year guarantee of zero tax on corporate income and profits. There is no capital gains tax, no withholding tax on dividends or interest, and no personal income tax for employees.

    The DIFC also places no restrictions on repatriating earnings or capital, meaning that profits, dividends, and returns can be moved freely outside the UAE without additional government charges. This is important for multinational firms and investment funds managing capital across multiple jurisdictions. The UAE maintains an extensive network of double taxation treaties with countries across Asia, Europe, the Middle East, and Africa. This, combined with DIFC’s zero-tax, allows investors to structure easy and transparent cross-border investments. For family offices, asset managers, and holding companies, this creates considerable opportunities for tax-efficient wealth management and investment.

    Other benefits include:

    • Geography – Dubai’s geography makes it a natural point for doing business across the Middle East, Africa, and South Asia. Many investors use a DIFC company as a regional operating base rather than conducting all activities within the free zone itself. DIFC entities often serve as the coordinating hub, holding regional assets and managing cross-border transactions.
    • Banking – DIFC companies also typically have fewer obstacles opening accounts with international banks compared to entities in less-regulated jurisdictions. Banks recognise DFSA oversight as meeting their compliance standards. This matters practically for firms that need reliable international banking relationships.
    • Property – DIFC has a separate property law framework. Investors can hold real estate directly (office space, warehouses, investment properties) with transparent ownership rules and straightforward transfer processes. Mortgages and financing operate as in other common law jurisdictions. Alternatively, DIFC Real Estate Investment Trusts allow indirect property investment through a regulated structure.
    • Digital assets – The DIFC has developed regulatory frameworks for digital assets, tokenisation, and blockchain-based investment vehicles. Firms operating in these sectors can establish licensed operations with defined rules.

    The legal framework in the DIFC

    The DIFC Courts apply English common law principles and conduct proceedings in English. This means companies and investors familiar with English law find themselves on familiar ground when it comes to precedents, contracts, and dispute resolution. Indeed, the DIFC Courts have now become a preferred venue for complex cross-border disputes because of their pro-enforcement stance.

    In terms of regulatory oversight, the DFSA is the DIFC’s independent regulatory authority. All authorised financial services firms in DIFC are required to meet strict corporate governance standards, undergo regular supervision, and maintain robust systems and controls. This benefits all investors by ensuring stakeholders, service providers, and fund managers operating in DIFC are subject to robust regulations.

    Licensing frameworks in the DIFC

    The DIFC does not apply the same regulatory rules to every business. A holding company structure, for example, faces lighter oversight than a bank that manages client money and takes on credit risk. The regulator calibrates its approach based on what the business actually does and the risks that come with it. Examples of the different DIFC regulatory models include:

    Licence Type

    What it covers

    Banking

    Taking deposits, lending money, and providing core banking services

    Investment / Dealing in Investments

    Arranging, advising on, or trading shares, bonds, derivatives, and similar products

    Asset Management

    Managing investment portfolios for clients

    Fund Management

    Setting up and running investment funds

    Financial Advisory / Wealth Management

    Giving advice on investments and financial products

    Insurance / Reinsurance

    Providing insurance, reinsurance, or insurance intermediation services

    Brokerage

    Executing trades on behalf of clients

    Custody

    Holding and safeguarding client assets such as securities

    Islamic Finance

    Offering Sharia-compliant financial services

    Final words

    While there are many benefits of investing in the DIFC, establishing in this region requires careful planning in terms of business structure, licensing category, regulatory requirements, and ongoing compliance. These all depend on your specific business model and investment goals. Professional guidance from legal advisors familiar with DIFC law, tax specialists, and regulatory consultants is essential to maximise the benefits and avoid potential pitfalls.

    Eldwick Law advises on DIFC and UAE disputes, including cross-border enforcement, recognition of judgments and arbitral awards, freezing injunctions, and commercial litigation across the region’s financial centres. As a specialist dispute resolution firm with multilingual practitioners experienced in common law jurisdictions, we regularly act for clients in complex, high-value DIFC-related matters. If you are involved in a dispute connected to DIFC or require guidance on structuring investments in the UAE’s financial centres, contact our team.

    Frequently Asked Questions

    Do I need a local partner to establish a DIFC company?

    No, one of DIFC’s key advantages is that it allows 100% foreign ownership without requiring a local UAE sponsor or partner. This is different from mainland UAE, where many business activities require a local partner or agent.

    How long does it take to incorporate a DIFC company?

    The process typically takes 5 to 10 business days. For some entities like prescribed companies or innovation licenses, incorporation can be even faster. The exact amount of time depends on the license type, completeness of documentation, and any regulatory approvals required. Your corporate service provider or legal advisor can give you a precise estimate based on your business model.

    What are the minimum capital requirements for a DIFC company?

    Capital requirements vary by license type. For many general business licenses, there is no set minimum capital requirement. However, financial services licenses (banking, insurance, asset management) typically require capital deposits often in the range of AED 50,000 – 500,000 or more. Prescribed Companies have very low capital requirements.

    Can I operate my DIFC company from outside the UAE?

    The DIFC companies can be managed and owned by non-residents, and many international firms operate DIFC entities while conducting business from multiple jurisdictions. However, certain licenses (particularly financial services licenses) may have physical presence requirements or require office facilities within DIFC. Non-financial firms typically have more flexibility.

    How is a DIFC company taxed if I have operations in other countries?

    The DIFC itself imposes no corporate tax. However, your home country or any jurisdiction where you conduct business may tax you on worldwide income or branch profits. DIFC is not a tax haven in the sense of providing secrecy; it simply does not impose its own corporate tax. Tax planning should involve a specialist advisor familiar with your personal tax residency and the jurisdictions in which you operate.

    To discuss any points raised in this article, please call us on +44 (0) 203972 8469 or email us at mail@eldwicklaw.com.

    This article does not constitute legal advice. For further information, please contact our London office.

  • Insights On Dubai Arbitration Week 2025

    Insights On Dubai Arbitration Week 2025

    Dubai Arbitration Week 2025 started as a community project in 2014 and has grown into a significant event on the international arbitration calendar. Every November, specialists gather in Dubai for technical sessions, strategy talks and social events that showcase the city’s capability as a global forum for cross-border disputes. The programme is curated by a community committee and supported by the Dubai International Arbitration Centre (DIAC), regional institutions, and international, regional and local law firms.

    Dubai Arbitration Week 2025 followed the familiar format but delivered a larger, more ambitious edition. Conference rooms and hotel spaces filled with debates about global disputes, enforcement strategy, and the shifting patterns of international arbitration. Many discussions continued long after the formal sessions ended, reflecting the sense that Dubai has become a genuine meeting point for practitioners from every major arbitration jurisdiction.

    Dubai Arbitration Week 2025 in numbers

    The 2025 edition brought together more than 1,000 delegates. More than 140 events took place between 10 and 14 November. Commercial arbitration, investor–state disputes, construction and energy cases, and enforcement matters dominated the programme.

    Dubai’s role as an international arbitration hub mirrors the movement of trade and investment across the region. Disputes connected with the Middle East, Russia,  Africa, and Central and South Asia often find their way to Dubai. Parties regard it as a practical, neutral seat with dependable procedures and a legal system comfortable with complex cross-border cases. For practitioners, Dubai Arbitration Week 2025 offered an opportunity to understand how different regional groups approach these disputes and how institutions are adapting to global tensions and economic challenges, such as rising national debts and cost-of-living pressures.

    Sanctions, Russian parties and DIAC arbitration

    Sanctions were one of the most prominent themes of Dubai Arbitration Week 2025. Dubai remains a venue where sanctioned companies and Russian lawyers can attend public events and share their views with a global audience. Their presence in 2025 was significant, shaping several sessions on energy disputes and enforcement risks.

    Panels focusing on oil and gas disputes examined sanctions affecting projects in Iraq and other regions, including the recent designation of a major Russian oil company, Lukoil, and the resulting impact on contract performance, arbitration clauses, and enforcement strategy. The discussion showed why DIAC arbitration and other Dubai-seated arbitration proceedings continue to appeal to sanctions-affected parties. Tribunals can still hear both sides, maintain proper procedure and preserve enforceability while dealing with restrictions that might block access to other seats.

    African arbitration and alternative perspectives

    Africa’s growing influence in international arbitration was evident throughout the week. “Africa Day” and several dedicated sessions highlighted the increasing number of disputes involving African energy, infrastructure and technology projects. Speakers emphasised the strength of African institutions and the expertise of African practitioners.

    GCC arbitration centres and regional competition

    Gulf Cooperation Council (GCC) arbitration centres were highly active during Dubai Arbitration Week 2025. Institutions from Saudi Arabia, Qatar, Bahrain and other Gulf states hosted sessions to highlight new rules, state-of-the-art hearing facilities and improved enforcement performance. Their message reflected a regional ambition to retain more disputes and offer strong alternatives to global centres.

    A reception hosted by the Bahrain Chamber for Dispute Resolution at the top of the Burj Khalifa captured this sense of ambition. It highlighted the speed at which the Gulf has built the infrastructure needed for high-value arbitration. This competition benefits users, as DIAC and other Gulf institutions continue to refine their rules, improve services and raise the overall standard of arbitration across the region.

    English law, English practitioners and DIAC arbitration rules

    English law continued to play a significant role during Dubai Arbitration Week 2025. Many regional contracts continue to choose English law for predictability and commercial familiarity. English barristers and solicitors remain active in Dubai, advising on drafting, seat selection and advocacy.

    What has changed is the assumption that English courts or the LCIA must always be the default. Many parties now select Dubai as the seat while keeping English law as the governing law. DIAC arbitration rules offer a modern and efficient framework that suits English-law-governed disputes. This blended approach appears to be gaining momentum, especially among parties seeking predictable procedures combined with regional convenience.

    Future outlook for Dubai as an international arbitration hub

    By the end of Dubai Arbitration Week 2025, a clear picture had emerged. Dubai is no longer seen as an alternative seat. For many, it is already a first choice for disputes involving sanctioned entities, multi-regional supply chains and counterparties from MENA, the FSU, Africa and South Asia. DIAC arbitration continues to grow in influence and offers users confidence in awards seated in Dubai.

    Competition remains strong. Gulf centres and Asian and African hubs such as Singapore, Hong Kong, Cairo, Kigali and Lagos are investing heavily in their arbitration offerings and enforcement systems. The next decade will be shaped by how these centres position themselves and how users distribute their cases.

    FAQs

    What is Dubai Arbitration Week 2025?

    Dubai Arbitration Week 2025 was a five-day programme of international arbitration events held in November. It brought together global practitioners for sessions on commercial disputes, sanctions, Africa-focused arbitration and GCC developments. The week reinforced Dubai’s status as a leading venue for cross-border arbitration.

    Why is Dubai a critical international arbitration hub?

    Parties value Dubai’s neutrality, strong infrastructure, and supportive courts. DIAC arbitration offers a modern, efficient framework that helps make Dubai a preferred seat for high-value international arbitration.

    How did sanctions shape discussions in 2025?

    Sanctions featured prominently throughout the week. Dubai remains one of the few places where sanctioned parties and Russian lawyers can participate openly. Sessions explored how sanctions affect contract performance, arbitration clauses and enforcement. DIAC arbitration was highlighted as a workable option for sanctions-heavy disputes.

    Why was African arbitration so visible this year?

    Africa-focused sessions reflected the growing number of disputes linked to energy, infrastructure and digital projects across the continent. Dubai appeals to many African parties because it is accessible, neutral and familiar with African legal systems. Speakers noted a shift towards resolving more disputes within Global South arbitration hubs.

    What role did English law play in Dubai-seated arbitration?

    English law continues to govern many commercial contracts in the region. Parties increasingly retain English law while choosing Dubai as the seat of arbitration. The DIAC arbitration rules support English law-governed disputes, and English barristers and solicitors remain active in drafting, advising, and advocating in Dubai.

    To discuss any points raised in this article, please call us on +44 (0) 203972 8469 or email us at mail@eldwicklaw.com.

    This article does not constitute legal advice. For further information, please contact our London office.

  • Can the British Government force Abramovich to transfer money to Ukraine?

    Can the British Government force Abramovich to transfer money to Ukraine?

    Waleed interview audio

    Waleed’s Interview at LBC News

    A clip of Waleed’s interview at
    LBC News with John Stratford.
    The full episode can be found here.

    What happened this week

    The money sits in a British bank account like a sealed room that everyone can point to, and nobody can enter. More than £2.5bn, raised when Mr Roman Abramovich sold Chelsea Football Club in 2022, has remained frozen ever since, caught between sanctions law, diplomacy, and a promise that never turned into a transfer.​

    This week, the government decided to change the tempo. In a press release, the Chancellor and the Foreign Secretary issued Mr Abramovich a final opportunity to release the funds for humanitarian causes in Ukraine, warning that the UK is prepared to pursue court action if he fails to act.

    Prime Minister, Keir Starmer said:

    “The clock is ticking on Roman Abramovich to honour the commitment he made when Chelsea FC was sold and transfer the £2.5 billion to a humanitarian cause for Ukraine.

    This government is prepared to enforce it through the courts so that every penny reaches those whose lives have been torn apart by Putin’s illegal war.”

    Can the British Government force Mr Abramovich to hand over the money from the Chelsea sale?

    The mechanism matters. The government says an OFSI licence has been issued to permit the transfer of the proceeds, once a charitable foundation is established to receive and distribute them. Under the licence terms described by ministers, the proceeds must go to humanitarian causes in Ukraine. Any future gains earned by the foundation could support victims of conflict worldwide, but the money cannot benefit Abramovich or any other sanctioned person.

    Behind the brisk language sits a dispute about meaning as much as money. Abramovich pledged the sale proceeds would help “all victims” of the war. The government has held the line that this means humanitarian support inside Ukraine. Several outlets also note the legal awkwardness: freezing is straightforward, forcing a sanctioned owner to direct property in a particular way is much harder. As I told LBC Radio, the key question is “what was agreed between Mr Abramovich between the short time he was designated under UK sanctions law in March 2022, and the sale of Chelsea Football Club in May of the same year?”

    Why does the British Government want Mr Abramovich’s funds released?

    The Government’s case rests on both urgency and principle. The press release cites UN estimates that 12.7 million people in Ukraine need humanitarian support, and notes a 2025 UN and partners appeal of $3.32bn for humanitarian and refugee response plans.

    There is another tension, quieter but significant. Reporting suggests the full £2.5bn may not be cleanly available once historic loans connected to Abramovich’s Chelsea ownership are accounted for. Even if a foundation forms quickly, the amount available for it could be considerably reduced.​

    I told LBC Radio that the Government is likely well aware its legal position regarding forcing Mr Abramovich to transfer the money to the charitable foundation is shaky. This is primarily because the UK sanctions regime is coercive but does not provide powers to confiscate property, unlike the Proceeds of Crime Act 2022 (POCA). Assets can be frozen, but they remain ultimately the property of the owner.

    Final words

    The question of whether the Government can force Mr Abramovich to transfer the funds from the Chelsea Football Club sale to a foundation to help Ukrainian people who have suffered due to the ongoing war with Russia depends on the terms of the licence and the agreement made at the time of the sale. Although the Ukrainian people’s need for humanitarian aid is critical, any measures to deal with Mr Abramavich’s assets must comply with the sanctions regime and property law, and must maintain the integrity of the rule of law itself.

    FAQs

    What did the UK government actually do this week?

    It issued an OFSI licence intended to allow the transfer of Chelsea sale proceeds to a new charitable foundation for humanitarian support in Ukraine. It warned of court action if Mr Abramovich does not co-operate.

    Why has the money been frozen since 2022?

    Mr Abramovich was sanctioned after Russia’s full-scale invasion of Ukraine, and the proceeds from the Chelsea sale have remained in a frozen UK bank account under the sanctions regime.​

    Why does the government insist the funds must be spent in Ukraine?

    Ministers say the licence requires the proceeds to go to humanitarian causes in Ukraine and frame this as fulfilling the 2022 agreement around the sale and the pledge attached to it.​

    What happens if Mr Abramovich refuses?

    The government says it will consider all options, including pursuing the matter in court, though reporting notes uncertainty about how such a case would operate in practice.​

    Is it definitely £2.5bn that would reach Ukraine?

    Not necessarily. Reporting suggests corporate loans linked to Abramovich-era Chelsea structures could affect what is immediately available, even though the headline proceeds figure remains £2.5bn.​

    To discuss any points raised in this article, please call us on +44 (0) 203972 8469 or email us at mail@eldwicklaw.com.

    This article does not constitute legal advice. For further information, please contact our London office.

  • Current trends – Arbitration in Central Asia

    Current trends – Arbitration in Central Asia

    Rashid and Charles discussed the dispute-resolution landscape in Central Asia, from differences in jurisdiction and enforcement between states to the rise of construction and renewable-energy claims, and the overlap between commercial and investor-state cases. They also touched on headline matters around the Kashagan and Karachaganak oil fields, using them to illustrate recurring themes such as delay and cost-overrun claims on megaprojects, and the practicalities of enforcing against state-linked counterparties.

    Rashid also shared insights from his career as a dual-qualified UK and Kazakh practitioner and spoke about the growth of the AIFC (Astana International Financial Centre) as a credible regional forum offering English law-based dispute resolution for foreign investors.

    As a London dispute-resolution boutique focused on cross-border matters, Eldwick Law is proud to contribute to thoughtful discussion in this area and to support the legal community’s engagement with a fast-evolving region.

  • Orders against third parties in arbitration

    Orders against third parties in arbitration

    A commentary on s.44 of the Arbitration Act 2025

    Confusing, unsatisfactory, inconsistent. These are some of the words that could be used to describe Section 44 of the Arbitration Act 1996 (“s.44”) just last year. With the Arbitration Act 2025 coming into force in August 2025, reforms have been introduced which aim to enhance efficiency and maintain England and Wales as a leading arbitration destination.

    S.44 Powers Pre-Arbitration Act 2025

    Confusion regarding s.44 stemmed from the fact that s.44(1) did not clarify how far the powers of the court extended. Three major cases relating to s.44 only served to further muddy the waters. The first case, Cruz City v Unitech [2014] EWHC 3704 (Comms), revolved around whether the court could grant an interim injunction against a third party under s.44(2)(e). The High Court concluded that the power did not extend to non-parties and denied the injunction. Similar attempts to apply s.44(2)(b) were equally unsuccessful in DTEK Trading SA v Morozon [2017] EWHC 1704.

    However, in the Court of Appeal case of A and B v C, D and E [2020] EWCA Civ 409, the Court held that s.44(2)(a) – the taking of the evidence of witnesses – was applicable to third parties. The reasoning of Flaux LJ was partially influenced by the fact that it is often rare for a witness to be a party to the arbitration.

    Changes to s.44

    S.44 seeks to clarify any uncertainty with a concise amendment, specifically to s.44(1): “whether in relation to a party or any other person”. The inclusion of ‘any other person’ clarifies that the court now has the power to make orders against uninvolved third parties in support of an arbitral award.

    As regards what orders the court may make, s.44(2) lists them as: 44(2)(a), Taking of the evidence of witnesses

    • 44(2)(b), Preservation of evidence
    • 44(2)(c)(i), Inspection, photographing, preservation, custody or detention of property subject of the proceedings
    • 44(2)(c)(ii), Samples, observation or experiment of property subject of the proceedings
    • 44(2)(d), Sale of any goods subject of the proceedings
    • 44(2)(e), Granting of an interim injunction or appointment of a receiver

    The court’s power to make interim injunction orders against non-parties should serve as a warning to those connected to any arbitral dispute.

    Future Development of s.44

    The Arbitration Act 2025 provides useful clarification on s.44. The conditions in which the court might make orders against third parties are yet to be determined and could likely come down to a case-by-case basis. Third parties’ retention of the full right of appeal under s.44(7) will also likely result in increased litigation as non-parties seek to prevent courts from imposing costly orders upon them. The door has now been opened for direct parties of arbitral proceedings to access orders and evidence previously denied. The dynamic between direct and indirect parties is likely to shift to a more adversarial one as direct parties seek evidence (inter alia) from indirect parties.

    Conclusion

    While the full consequences of s.44 reforms are yet to be seen, this is undoubtedly the beginning of a new era of court involvement in arbitral proceedings. Courts now have the authority to grant a wide variety of orders against third parties. However, the willingness and situations where the courts will grant these orders are yet to be seen and will be an area for case law development.

    Therefore, when arbitral proceedings are being commenced, parties both directly and indirectly involved should be attentive to the rights and obligations that they may have. Swift, decisive action will be vital in protecting their interests and ensuring a favourable outcome.

  • ISDS Readiness: How States Can Take Control Early in Investor Disputes

    ISDS Readiness: How States Can Take Control Early in Investor Disputes

    Lead Agency & External Counsel

    Host states can improve their internal dispute-management processes by designating lead agencies that are competent and technically capable of handling investor claims and liaising with the relevant state organs. This internal team or lead agency should have sufficient capacity to coordinate all parts of the dispute process, including the identification and engagement of external counsel. At the outset, it is advisable that the lead agency obtain an independent, third-party assessment early on. This should cover the merits of (i) a jurisdictional challenge, (ii) the prospects of success of any defence, and (iii) potential settlement options.

    For states facing multiple claims across sectors as wide-ranging as mining, energy, construction, and hospitality, and disputes that involve anything from alleged breaches of agreements to regulatory actions impacting particular investments, a centralised body is necessary. This ensures that incoming disputes, often many at once, are handled harmoniously and with sufficient coordination among state organs, local governments, and various political actors. Unlike companies, the size and bureaucratic makeup of a state make it far more costly and time-consuming to coordinate common steps in the dispute resolution process, such as identifying and preparing fact witnesses and experts, devising case theory, and handling media issues.

    Similar challenges arise when engaging external counsel, as law firms often need to liaise with multiple branches of government at both the state and local levels. Lead agencies can serve as effective liaisons between different state entities and external counsel.

    A ‘Whole-of-government’ approach

    A key part of internal preparation for ISDS is ensuring the involvement of relevant state entities and individuals with sufficient decision-making authority and capacity to support the state’s defence. This requires what is often referred to as a ‘whole-of-government’ approach, meaning a coordinated, unified response across various arms of government when handling disputes brought by foreign investors. Over the past decade, this approach has gained traction as states face increasingly complex and costly disputes and seek to protect their regulatory space while minimising potential liability under investment treaties. Consistent communication and cooperation between state entities and departments can help to identify potential claims before they arise, thus allowing states more time to prepare and gather necessary resources.

    Canada offers a clear example of the benefits of a whole-of-government approach through its experience with NAFTA Chapter 11 claims. In response to several ISDS cases, Canada established a centralised legal defence system led by its Trade Law Bureau, which coordinates across federal departments and provincial governments. This model has enabled consistent legal strategy, effective inter-agency communication, and active treaty management, positioning Canada as a leader in implementing the whole-of-government approach within investor-state arbitration.

    Document Collection

    Document preservation and collection are essential for investor-state arbitration. Gaps in a state’s document collecting system can lead to the permanent loss of valuable evidence, evidence which could have been relied upon to build a legal strategy. This loss of key documents can induce the tribunal to make adverse inferences against the state because the missing content would have supported the opposition’s claims.

    Collecting documents early and systematically helps states get a clear picture of the dispute, understand how likely it is to escalate, and stay ahead of key deadlines. It also makes it easier to follow the steps required under investment treaties, contracts, or local laws. Without a proper system, states can be unprepared when arbitral proceedings are launched.

    However, document collection is rarely straightforward. In most cases, relevant documents are dispersed across government departments and agencies, each with its filing systems, document retention policies, and levels of institutional memory. Some possess intact, well-ordered archives, while others have partial records or no standardised preservation procedures. This fragmented landscape significantly adds to the challenge of piecing together a coherent and comprehensive record of evidence.

    Recognising these challenges, some governments have taken proactive steps to strengthen their institutional frameworks for document management. While soon to be abandoned, the Energy Charter Treaty provides a guide that emphasises the importance of preparedness and transparency when addressing investment disputes. Reflecting these principles, Saudi Arabia has established the Committee for the Settlement of Disputes with Foreign Investors, established under the Foreign Investment Act. This committee is responsible for document collecting for arbitration proceedings. These responsibilities include coordination with relevant government ministries and state agencies, centralisation of information to form a unified and coherent response, gathering of documents to assist legal teams (whether internal or external), and conducting due diligence to verify the authenticity and relevance of documents being submitted in arbitration.

    These examples show just how valuable it is to invest in strong systems for collecting and managing documents. When states build these practices into their processes, they not only strengthen their position in arbitration but also send a clear message to foreign investors: they take transparency, legal certainty, and the rule of law seriously.

    Counterclaim

    States often prefer to systematically object to jurisdiction as an initial tactic, viewing it as a means to delay proceedings and, at times, to shift responsibility onto a subsequent government. However, this approach can blind the state to other potential remedies down the line—one of the most powerful being the counterclaim.

    While the availability of counterclaims will depend on the wording and scope of the treaty’s dispute resolution provision under which the tribunal’s jurisdiction is established, counterclaims can significantly level the playing field. They help address the asymmetry inherent in the state’s constant position as respondent in ISDS proceedings and can provide valuable settlement leverage. Counterclaims also serve as an effective tool to ensure that multiple proceedings relating to the same facts are not resolved in different forums, reducing the risk of inconsistent outcomes.

    Although states may pursue claims against investors in separate proceedings before local courts, where possible and relevant, counterclaims in the ISDS proceedings themselves should be treated as a primary recourse to promote procedural equality. Accordingly, states should consider the potential for counterclaims as early as upon receiving the notice of arbitration, ensuring they can be effectively integrated into the broader defence strategy.

    Funding

    As a preventative measure, states should allocate a portion of their national or ministerial budgets not only for legal costs but also for potential settlements of ongoing or foreseeable investor-state disputes. While attractive in theory, budget allocation for ISDS remains a complex and often politically sensitive process, particularly in states facing internal party divisions or oversight from supranational bodies. The recommendation to retain legal counsel early, combined with the reality of escalating legal costs in large and complex arbitrations, makes this even more challenging. Unexpected expenses may arise during arbitration, particularly if counterclaims are brought, further complicating the funding landscape for states.

    Given these challenges, time becomes the most valuable resource for states that expect potential ISDS claims or have received a notice of dispute. Delays in securing funds can hinder a state’s ability to retain experienced counsel, engage experts, and develop a coherent case strategy from the outset. Proactive financial planning also enhances the state’s ability to engage in the appointment of arbitrations and early settlement discussions when appropriate. Requesting and securing funding early can be the difference between mounting an effective defence and being caught unprepared.

    Conclusion

    As ISDS evolves, so too must the attitude of states, taking a more proactive and modern approach. The myth that states are inherently disadvantaged overlooks how early preparation, institutional coordination, and effective planning can affect outcomes. By embracing a whole-of-government approach, improving document systems, preparing for counterclaims, and securing early funding, states not only minimise legal risk but also reinforce investor confidence in their government.

  • ICC, LCIA and HKIAC – Governing Law, Seat Selection, Efficiency

    ICC, LCIA and HKIAC – Governing Law, Seat Selection, Efficiency

    Choice of Governing law

    The data from the ICC over the past three years confirms the preference for English and Welsh governing law in international arbitration. A steady and consistent use of English law has been reported, with 125 cases governed by it in 2024, maintaining its primary position. In contrast, the use of U.S. law has seen a gradual decrease, from 81 cases in 2023 to 69 in 2024 and Swiss law, which featured prominently in 2023 with 83 cases, fell from the top ranks in 2024 after recording 53 cases in 2022. This comparative trend reflects a global appeal of the English legal system’s respect for party autonomy, especially for parties that seek predictability in decisions. Party autonomy refers to the freedom of contracting parties to determine the terms of their agreement, which is fostered by an objective interpretation of contracts by the English courts. By giving priority to the express terms of the contract and avoiding reliance on extrinsic evidence, the choice of English and Welsh governing law is more attractive to international parties for its legal certainty and protection of agreed terms.

    Seat Choice

    There has also been a slight shift in seat selection within ICC arbitrations in favour of the United Kingdom. In 2024, the UK overtook France as the most selected seat, with 96 cases compared to France’s 91. This is a reversal of the previous year where France led with 99 cases against the UK’s 85. This upward trajectory continues from 2022, when the UK was selected in 74 cases. Since the introduction of the Arbitration Act 1996, the UK has established a reputation for judicial non-interference. English judges generally refrain from intervening in the conduct of arbitral proceedings and are supportive in enforcing final awards, creating a legal environment that reinforces the finality and integrity of arbitration.

    Lengths and delays of Proceedings

    The average duration of ICC arbitration proceedings has remained relatively stable over the past three years, typically concluding within 26 to 27 months. In 2024, the average duration was 26 months, consistent with 2022 and slightly improved from 27 months in 2023. However, data on procedural delays indicates some growing inefficiencies. In 2024, 75 cases experienced delays exceeding two months, compared to 49 cases in 2023 and 29 cases in 2022, showing an upward trend in longer delays despite the stable overall duration.

    Despite the rising number of delays there has been reform enacted to streamline the arbitral process. This is exhibited by the ICC’s 2021 Rules, which introduced stricter time limits for arbitrators to render awards, including financial penalties such as reduced fees if deadlines are not adhered to. While these measures aim to encourage efficiency and meet procedural deadlines, they appear to have limited de facto impact.

    A key factor that could be contributing to the worsening of delays, despite the changes in promoting efficiency, is the phenomenon of due process paranoia. This occurs when tribunals adopt an overly cautious approach to avoid challenges to final awards based on procedural unfairness. This has led to arbitrators granting repeated procedural requests from parties, particularly at late stages, which undermines both efficiency and equal treatment. As seen in cases like Jaguar Energy and Anwar Siraj, courts generally support tribunals’ procedural decisions and reject weak due process challenges. However, the inflated perception of risk continues to affect case management, enabling actions that prolong proceedings and increase delay.

    Changes in Asian regional distribution

    The ICC data also reveals subtle changes in the regional distribution of parties involved in arbitrations, including a gradual decline in participation from Central and West Asia. In 2022, parties from this region accounted for 11% of the caseload, rising to 12.7% in 2023 before falling to 10% in 2024. This downward trend may reflect the development and appeal of regional arbitration centres, such as the Dubai International Arbitration Centre (“DIAC”) and the Qatar International Court and Dispute Resolution Centre, which offer geographically closer and often more cost-effective alternatives. Conversely, North and West European parties continued to dominate, rising from 28.8% in 2023 to 30.2% in 2024. These figures suggest a rebalancing of global arbitration activity, with European parties consolidating their presence and some Asian and Middle Eastern parties exploring arbitration locally.

    Future changes

    Looking to the future, English law will continue to dominate arbitration proceedings. As for seat preference, the recent enactment of the Arbitration Act 2025 introduces a series of targeted reforms that modernise and enhance the efficiency of the arbitration process in England. Tribunals have been given new powers to summarily dispose of claims; the Act has provided clarification of court authority over third parties, codification of emergency arbitrator enforcement, and stricter procedures for challenging awards. These reforms, in combination with England’s commercial jurisprudence and pro-arbitration judiciary will likely further increase the appeal of English law and London as the seat of arbitration.

    Comparative Analysis

    HKIAC

    The 2024 statistics reveal that the ICC maintains a broader global presence compared to HKIAC. Parties to ICC arbitrations came from 145 countries, whereas HKIAC involved parties from 34 jurisdictions, primarily from Asia and offshore hubs such as Mainland China, Hong Kong, and the Cayman Islands. While both institutions conduct most arbitrations in English, HKIAC maintains a significant portion in Chinese (15.9%) or bilingually (4.3%), reflecting its regional orientation.

    The choice of governing law further illustrates the difference between the HKIAC’s more local appeal in comparison to the global attractiveness of the ICC. In 2024, ICC arbitrations involved over 100 different legal systems, with English law as the dominant choice. HKIAC cases, while involving 15 governing laws, primarily applied Hong Kong law, followed by English and Chinese law, reinforcing its alignment with the Greater China commercial bubble. Overall, the ICC shows greater international diversity, whereas HKIAC displays its appeal for tackling Asia-based party disputes.

    LCIA

    English and Welsh law continues to dominate as the governing law in both LCIA and ICC arbitrations. However, recent statistical reports suggest that there has been a decline in its choice. At the LCIA, the choice of English law has gradually declined: from 85% of arbitrations in 2022 to 83% in 2023, and down to 78% in 2024. Likewise, English law was chosen in 125 (15%) new cases for ICC proceedings in 2024, this represents a decline from 131 cases in 2023. This drop may indicate that while London remains a preferred seat, parties are increasingly opting for other governing law provisions.

    Conclusion

    The 2024 data confirms that English law and London remain central to international arbitration, despite minor declines in usage. Their continued dominance stems from the legal consistency, party autonomy, and enforcement-friendly environment they offer. The Arbitration Act 2025 is expected to strengthen this position further by modernising English arbitration and improving procedural efficiency.

    While institutions like HKIAC and DIAC are increasing in popularity regionally, the ICC maintains a broader international presence, accommodating a wider range of legal systems and parties. The LCIA’s gradual diversification in governing law choices signals growing openness but still reflects the appeal of English law.

    Overall, the trends indicate that jurisdictions offering legal clarity, efficient procedures, and judicial support will remain at the forefront of global arbitration. England’s proactive legal reforms and arbitration-friendly stance ensure it continues to lead in this evolving landscape.

  • Recognition for Rashid Gaissin in Lexology Index Energy 2025

    Recognition for Rashid Gaissin in Lexology Index Energy 2025

    Link to Rashid’s Lexology page: https://www.lexology.com/firms/eldwick-law/rashid_gaissin

  • Can Shareholders Claim For Unfair Prejudice?

    Can Shareholders Claim For Unfair Prejudice?

    By involving a solicitor early on, there is a greater chance of resolving matters through mediation, negotiation, or other non-court dispute resolution methods.

    [contact]

    What Is Unfair Prejudice?

    Under section 994 of the Companies Act 2006, company members can bring a claim of unfair prejudice if they can prove:

    • That the company is being run, or has been run, in a way that unfairly harms the interest of its members (including the person making the complaint); and/or
    • That something the company has done, plans to do, or has failed to do is, or would be, unfairly harmful to those interests.

    It is crucial to note that the petitioner must prove, on the balance of probabilities, that there was prejudice and that it was unfair.

    In Loveridge v Loveridge [2020] EWCA Civ 1104, the Court of Appeal ruled a minority shareholder cannot normally complain of conduct which falls within the company’s constitution unless they can show certain rules under the constitution have been breached or those rules have been used in a way contrary to good faith.

    What are some examples of unfair prejudice to minority shareholders?

    Unfair prejudice to minority shareholders can include:

    • Not distributing dividends.
    • Creating more shares in the company (share dilution) without a shareholder resolution.
    • Inappropriately removing the auditor of the company.
    • Mis-valuing a particular class of members’ shares.
    • Prioritising a director’s personal interests over the company’s success.
    • Non-compliance with the company’s articles of association.
    • Directors inappropriately dealing with company assets.
    • Withholding information, especially company accounts and reports.

    Unfair prejudice was held not to exist where:

    • The majority shareholders refusing to buy shares in the company from the minority, or sell shares to the minority.
    • Commercial mistakes or management incompetence or a dispute regarding the commercial direction of the company.
    • Good faith amendments to the company’s Articles to include drag along provisions which could force the sale of the minority’s shares.

    Can an unfair prejudice petition relate to future conduct by majority shareholders?

    This is one of the most common questions clients ask us, and fortunately, the answer is yes.

    For example, if the directors propose a change in the company’s share structure or changing the composition of the board, it is often easier and more effective to make a petition under section 994 seeking an injunction than trying to deal with the event after it happens.

    What relief can the Court provide if my unfair prejudice claim succeeds?

    Under section 996 of the Companies Act 2006, if you can prove unfair prejudice, the Court has the power to grant the following relief:

    • Grant an injunction to refrain the company from doing the act complained of or to do something the petitioner wants done (based on the petition).
    • Allow civil proceedings to be brought in the name and on behalf of the company.
    • Prohibit any alterations to the company’s Articles without the leave of the Court.
    • Order the compulsory purchase of the minority’s shares by the majority at a price set by the Court. This is the most common remedy sought by petitioners.

    The Courts will refuse to make a compulsory purchase order if doing so would be disproportionate to the prejudice you have suffered. Your petition may also be struck out if remedies are available via the Articles or Shareholders’ Agreement and there is evidence you tried to bypass those remedies by bringing a section 994 petition.

    How does the Court calculate the share price if it orders compulsory purchase?

    In most cases, our clients will seek an order for the purchase of shares at a price based pro rata on the value of the company on the valuation date. This is different to the market or commercial valuation of the petitioner’s shares, which will usually involve applying a substantial ‘full’ minority discount to the pro rata figure. For obvious reasons, the majority shareholders ordered to purchase the shares will want the valuation based on market value.

    The method of valuation is decided on a case-by-case basis and depends on the nature and extent of the unfair prejudice. The Court can use other valuation methods aside from the pro-rata valuation or valuation subject to minority discount.

    The Court will also determine the valuation date. As a starting point, the date of the share purchase order will be applied. In some cases, it is in our clients’ best interests to argue for a different date, for example if majority shareholders have diverted business or assets from the company to reduce its value. It may also be advantageous to argue, in cases where our clients were part of the initial investors in the company, that a quasi-partnership existed. This means our clients had an expectation of participating in the management and profits of the company. If the Court finds a quasi-partnership exists, they will not apply a minority discount to the shares if a majority buy-out is ordered.

     

    Final words

    Believing you have been unfairly prejudiced by the acts or omissions of majority shareholders can be frustrating and infuriating, especially if you helped build the company from the beginning. Getting legal advice sooner rather than later can help to resolve the dispute via non-court methods such as mediation and negotiation. In our experience it is extremely rare for unfair prejudice disputes to reach court. In most cases, most people are keen to resolve matters as quickly, cost-effectively, and stress-freely as possible. Getting early legal advice is the best way to achieve this.

    To discuss any points raised in this article, please call us on +44 (0) 203972 8469 or email us at mail@eldwicklaw.com.

    Note – This article does not constitute legal advice. For further information, please contact our London office.

  • Foreign Investment In Syria – Sanctions FAQs

    Foreign Investment In Syria – Sanctions FAQs

    Introduction

    Following the fall of the Assad regime, the United States, European Union, and United Kingdom have taken initial measures to start easing sanctions on Syria in order to allow it to rebuild its political framework, infrastructure, and economy. The lifting of these sanctions is, however, conditional on the new Syrian government demonstrating a commitment to protecting religious and ethnic minorities and ending support to designated terrorist groups.

    To help you understand the current situation in Syria, we have created a list of frequently asked questions on what happens now that the sanctions have been lifted.

    Is Syria open to foreign investment now that sanctions have been lifted?

    Yes. Following the announcement that Donald Trump was lifting sanctions, Syrian Finance Minister Yisr Barnieh told reporters:

    “Syria today is a land of opportunities, with immense potential across every sector-from agriculture to oil, tourism, infrastructure, and transportation.

    “We envision a central role for the private sector in the new Syrian economy. The finance ministry’s role is not to spend indiscriminately or act as a regulatory enforcer over businesses, but rather to enable and support growth.”

    Mr Barnieh also stated that the Government was taking the necessary steps to modernise the economy, thin-out the bloated public sector, and overhaul the country’s financial management.

    However, research shows that investor confidence in rebuilding countries ravaged by war depends a lot on how fast humanitarian needs are dealt with. Those looking to inject foreign direct investment (FDI) in post-war nations tend to avoid areas still struggling with violence and political instability. One way to measure stability is the amount of foreign aid being sent. Although the US has frozen all foreign aid, to date, the UK Government has pledged £160 million in aid to support Syria’s “recovery and stability” and the EU has pledged €2.5 billion.

    What kind of foreign investment does Syria need?

    Almost every part of Syria’s infrastructure has been destroyed by war and needs rebuilding. Water, roads, public transport, telecommunications, electricity, finance, agriculture, industry– the options are almost endless.

    Saudi Arabia’s GO Telecom has recently signed an agreement with the Syrian government to help rebuild the country’s digital infrastructure. In early June, a high level delegation from Syria travelled to Qatar to discuss investment opportunities and enhanced cooperation between the two countries.

    What type of due diligence needs to be undertaken by companies looking to invest in Syria?

    Companies must be alive to the fact that not all US, EU, and UK restrictions have been lifted. This is particularly the case with people and entities that are still supporting the Assad regime and for certain sectors such as chemical weapons and cultural heritage products.

    Syria is still struggling with a humanitarian crisis, with around 90% of the population living below the poverty line. Safety must be the first priority for any company looking to send staff to Syria with a view to scope out opportunities.

    What tax incentives are available for foreign investors in Syria?

    Mr Barnieh has stated that Syria will have the lowest tax burden in the region. No details have yet been provided, but on 2 June 2025, trading resumed on the country’s stock exchange following a six-month closure. The Finance Minister told the state-run news agency SANA that the stock exchange “will operate as a private company and serve as a genuine hub for Syria’s economic development, with a strong focus on digital”.

    What legal protections exist for foreign investors in Syria?

    With sanctions only recently beginning to be lifted, the Syrian government has an enormous challenge ahead of it to create an environment that is attractive to and protects the interests of foreign investors. At the time of writing, Syria’s banking system has not yet been overhauled. They do not have access to SWIFT (Society for Worldwide Interbank Financial Telecommunication), have little liquidity, and the regulatory environment is extremely opaque. This alone means investors risk being caught up in money laundering and other financial crimes if they do not undertake extensive due diligence. These are all issues the Government is clearly motivated to address in order to increase investor confidence as well as encourage those who fled the country during the war to return and help rebuild.

    Wrapping up

    If you wish to invest in Syria, it is crucial you seek legal advice to ensure you do not breach UK sanction policies and manage the considerable risks that come with the plethora of investment opportunities. Our dual-qualified, multi-lingual lawyers can provide expert legal advice and representation if you have any questions regarding the lifting of sanctions against Syrian entities and/or investing in Syria.

    To make an appointment with one of our lawyers, please call +44 (0) 203972 8469 or email us at mail@eldwicklaw.com.