Arbitration of M&A Transactions
A Practical Global Guide, Second Edition
Fully updated, this new edition features leading experts in the field of international arbitration who provide legal and practical guidance on the key types of dispute likely to arise from M&A transactions and offer procedural and tactical tips for arbitration arising from them.
In the second and expanded edition of this title, leading experts in the field of international arbitration provide legal and practical guidance on the key types of dispute likely to arise from M&A transactions (eg, warranty claims, shareholder disputes, claims relating to completion accounts), and offer procedural and tactical tips for arbitration arising from them. The content also covers the fundamental questions of arbitrability, confidentiality, freedom to choose the governing law (and questions of mandatory law) and enforceability in a number of key jurisdictions. Together, the contributors provide a one-stop guide to the legal, tactical and practical aspects of arbitration in today's M&A market. The second edition contains not only valuable updates to the first edition, but includes new chapters covering a number of additional jurisdictions (including Peru and Poland). It also introduces a number of additional chapters on third party funding and warranty and indemnity insurance, as well as key concepts of valuation in the arbitration context, the quantification of damages for breach of representations and warranties.
Whether you are a lawyer in private practice or are involved in M&A in the broadest sense, this commercially focused title will provide you with holistic, practical insight into the arbitration of M&A transactions.
Table of Contents
|Table of Contents||3|
|Part 1: National threshold issues||13|
|China and Hong Kong||23|
|England and Wales||51|
|Part 2: The arbitration agreement||263|
|Agreement to arbitrate||263|
|Part 3: Common types of disputes in M&A contracts||279|
|Claims for breach of representations and warranties||313|
|The calculation of damages for breach of warranty||337|
|Claims for breach of indemnities||351|
|Warranty and indemnity insurance – the silver bullet of the modern M&A arena||363|
|Price adjustment and closing account disputes||379|
|Disputes arising from joint venture agreements||399|
|Disputes arising from shareholder agreements||411|
|Tortious claims arising from M&A contracts||423|
|Valuation in the context of M&A disputes||439|
|Part 4: Other issues arising from arbitration||447|
|Using legal finance for M&A arbitrations||447|
|Antitrust issues Gordon Blanke||461|
|Confidentiality and privacy in post-M&A arbitration disputes||477|
|Procedural and tactical issues||513|
|About the authors||535|
|About Globe Law and Business||555|
Lawyers as well as arbitrators should lose no time in acquiring this book. Out now in a new edition from Globe Law and Business for 2020, it should, ideally, be considered essential reading for anyone dealing professionally with M&A (mergers and acquisitions) transactions.
Lawyers will be interested in the fact that many of the articles on the subject therein are written by leading lawyers practicing internationally from leading law firms such as Baker McKenzie, Herbert Smith Freehills and Allen & Overy. ‘Drawing on their extensive experience,’ says consulting editor Edward Poulton’, ‘each of the authors has sought to derive some general themes and lessons.’
As many have come to expect from Globe Law and Business, this book provides readers with pertinent, accurate and authoritative advice from thirty-five expert contributors and seventeen countries: Austria, China and Hong Kong and France, for example, through to Sweden, Turkey and the United States of America. A wealth of high-powered consultancy is here on offer in one handy volume.
Yes, this book is a compilation and a valuable one, especially for practitioners involved in cross-border issues. As mentioned in the book’s introduction, ‘the increasingly international nature of M&A means that the relative (and arguably growing) ease with which arbitration awards can be enforced around the world is a real advantage.’
It is also pointed out in the article on England and Wales that ‘given the often complex, specialised, cross-border and sensitive nature of many M&A transactions, arbitration is often viewed as the most preferable forum in which to resolve disputes arising from such transactions.’ A cautionary note, however, warns that in England and Wales, ‘an arbitration clause should be drafted as widely as possible to catch all intended disputes’ and that ‘certain disputes will not be capable of being referred to arbitration under English law.’
Nonetheless, as Globe points out, arbitration is now becoming the dispute resolution mechanism of choice for international M&A transactions, ranging from share purchase agreements to joint venture arrangements and of course much more.
This book, comments Lord Hoffmann in the foreword, ‘is well worth reading for anyone who is interested in arbitration, but for lawyers involved in an M&A transaction, it will need to be consulted as soon as the first instructions arrive.’
The date of publication of this hardback second edition is cited as at 30th April 2020.
Elizabeth Robson Taylor MA and Phillip Taylor MBE, Head of Chambers, Reviews Editor, “The Barrister”, and Mediator
Richmond Green Chambers
The key message that came through from this book is clear: Parties to M&A transactions should be mindful of the potential issues and their resolution (whether through arbitration or other methods) not only at the time the dispute arises, but more importantly, these should be considered at the very beginning of the transaction and also at the drafting stage. All in all, the contributors and editors of this book should be well congratulated for successfully compiling a succinct, informative and practical guide on the relevant key issues surrounding M&A disputes and its related arbitration.
Asian International Arbitration Journal
To the practitioner tackling this field, whether veteran or apprentice, this book will prove invaluable. It serves as a useful and practical guide that any practitioner can turn to for quick and relevant practical advice on the issues that arise every day in international M&A arbitration.
Partner, Squire Patton Boggs
The topics included in this Book are ground breaking, and provide different perspectives that prove to be of importance for both the negotiations and execution of a M&A contract, and the processing of an arbitration. I truly believe that this Book will provide its readers with a thorough analysis of many of the issues that can arise from M&A transactions, from a practical point of view, which bears great significance for all corporate and arbitration lawyers who are dealing with related matters. I highly recommend this insightful read.
Transnational Dispute Management
This book was edited by Edward Poulton and written by practitioners – both lawyers and accountants – with extensive expertise in a wide variety of jurisdictions. It is certainly one of the most useful materials for practitioners in the field, for it covers many relevant jurisdictions as well as common issues arising in the context of M&A arbitration.
María Florencia García and Ivan Levy
American Review of International Arbitration
Senior associate, Baker McKenzie
Dr Markus Altenkirch joined Baker McKenzie's dispute resolution practice group in Frankfurt in 2012 having been a research assistant and university lecturer for several years. Dr Altenkirch holds a doctorate degree in international arbitration and obtained a masters degree in law with a special focus on international arbitration at Kings College, London. He teaches at the University of Mainz and regularly publishes in the field of international arbitration. He is the editor of Global Arbitration News, Baker McKenzie's blog on international arbitration, and a cochair of DIS 40. Whos Who Legal lists Dr Altenkirch as Future Leader International Arbitration.
Oliver J Armas
Partner, Hogan Lovells
Oliver Armas is a partner in the firms New York office and a member of its international arbitration practice. He has an extensive practice representing foreign and domestic clients in arbitrations before the ICSID, ICC, ICDR/AAA, LCIA, and other arbitral tribunals, as well as before US federal and state courts.
Mr Armas is fluent in Spanish (and can understand Portuguese) and routinely counsels clients on matters involving Latin America. He has acted as a legal expert in certain aspects of US law in foreign proceedings (eg, Mexico and Peru), and has supervised litigations in almost every country in Latin America. He also routinely serves as an arbitrator on commercial disputes.
Mr Armas is recognised as a leading arbitration practitioner by Chambers Global, Chambers Latin America, Chambers USA, Global Arbitration Review, The Legal 500, the Latin Lawyer, and other publications and ranking services.
Ana María Arrarte
Partner, Baker McKenzie
Ana María Arrarte leads the prevention and solution of disputes and arbitration practice at Baker McKenzie’s Lima office. Her practical experience is evidenced in matters of high complexity in the fields of energy, infrastructure and investment, both in judicial and arbitration places. Her experience as a lawyer in dispute resolution – litigation – is highly recognised in the legal market and is always placed at the maximum levels of all relevant classifications.
Dr Arrarte’s work includes cases within national and international cases, as well as cases in various jurisdictions. Her curriculum includes postgraduate studies in civil procedural law, arbitration, negotiation and conciliation. Her participation is constantly requested as an arbitrator and she is a member of prestigious arbitration institutions. Dr Arrarte is also a professor of subjects in her area of practice at the most prestigious universities in Peru.
Founding Partner, Blanke Arbitration LLC
Gordon Blanke is founding partner of Blanke Arbitration LLC, Dubai/London/Paris. Dr Blanke has wide-ranging experience in all types of international commercial and investment arbitration in both the common and civil law legal systems, having acted as advising counsel and arbitrator under most leading institutional rules and ad hoc in arbitrations seated in the United States, Europe, Asia and the Middle East. Dr Blanke is recognised internationally as a leader in antitrust arbitration, having, inter alia, authored and edited some of the most authoritative texts in the field, EU and US Antitrust Arbitration (2011), International Competition Litigation: A Multi-jurisdictional Handbook (2012), and The Use and Utility of International Arbitration in EC Commission Merger Remedies (2006). Dr Blanke is also editorin- chief of the GCLR and sits on the editorial board of the ECLR.
Dr Blanke trained with the Competition Directorate of the European Commission in Brussels and served as a stagiaire-référendaire at the European Court of First Instance and the Court of Justice in Luxembourg. Apart from being recommended by The Legal 500, Dr Blanke is listed as a leading arbitration specialist in Who’s Who Legal 2016 and Who’s Who Arbitration – Future Leaders 2017, 2018, 2019 and 2020.
Partner, Eversheds Sutherland
Antonio Bravo is the head of the arbitration practice of the Eversheds Sutherland office in Madrid. He has over 25 years experience in domestic and international arbitrations in Spain and Latin America. He is often consulted for complex inland or cross-border transactions or structures. His practice is focused on engineering, energy, infrastructure and construction-related disputes which he has conducted predominantly before the arbitration courts. Mr Bravo also has extensive experience in award recognition and enforcement procedures as well as proceedings seeking the adoption of interim measures to secure the results obtained in arbitration proceedings. Mr Bravo is responsible for Eversheds Sutherlands Latin-American Alliance which is made up of 22 firms across Latin America, and has extensive experience in assisting clients in international arbitrations in Latin America.
Partner, Ughi e Nunziante
Luigi Cascone has considerable experience in arbitration, litigation, corporate law and contract law, especially in the energy, financial and insurance sectors.
Mr Cascone regularly assists Italian and foreign companies before arbitration tribunals (ad hoc, ICC, Camera Arbitrale di Milano, ICSID, etc), as well as before Italian courts and is regularly appointed as arbitrator by the Court of Rome in corporate disputes. After graduating in law from the Sapienza University of Rome, Mr Cascone focused on comparative and international commercial law; he obtained a masters degree in international business law at the University of Provence Aix-Marseille I and later obtained a PhD in comparative and uniform commercial law at the Sapienza University of Rome, as well as a postgraduate diploma in international commercial arbitration at Queen Mary University, London.
Subsequent to working for a number of years as a teaching assistant in the comparative private law departments of the universities of Rome La Sapienza, LUISS Guido Carli University and Tor Vergata, Mr Cascone now regularly teaches at these universities on various masters degree programmes, dealing principally with corporate law, international private law and contract law. He has published several articles on arbitration and corporate matters in important journals both in Italy and abroad.
Executive director, Aon UK Ltd
Helen Chapman is an experienced insurance lawyer with almost 30 years experience in the London market. A former partner of a City of London law firm, she now forms part of the Aon M&A and Transaction Solutions team assisting clients with the purchase of all types of transactional risk and cyber insurance.
Associate, Herbert Smith Freehills
Peter Chen is an associate in the international arbitration team at Herbert Smith Freehills in Hong Kong. He joined the firm in September 2014 as a trainee, and qualified as a solicitor in 2016. Mr Chen specialises in international commercial arbitration, and also has experience in commercial litigation and financial regulatory matters.
Mr Chen holds a bachelor of laws degree and a master of laws degree (public international law) from Peking University. He obtained a graduate diploma in law at BPP Law School in London and a post-graduate certificate in law from City University of Hong Kong, after winning the highly competitive Herbert Smith Freehills PRC Scholarship. He is admitted as a solicitor of the High Court of Hong Kong, and is member of HK45 and the ICC Young Arbitration Forum.
Mr Chen is a native Mandarin speaker; he is also fluent in English and Cantonese.
Barrister, Littleton Chambers
Rupert D’Cruz is a barrister practising at Littleton Chambers in London. He specialises in commercial litigation and international arbitration. A significant part of his practice relates to corporate and shareholder disputes, including: enforcement of put and call options; unfair prejudice claims; corporate governance issues and breaches of warranties and representations. Mr D’Cruz is a Russian speaker and many of his cases (particularly involving corporate and shareholder disputes) involve parties from countries of the former Soviet Union. Mr D’Cruz is the Secretary of the British-Russian Law Association and the English Bar Council’s representative for Russia. He has been cited consistently in The Legal 500, Chambers and Chambers Global as a leading practitioner in commercial litigation, international arbitration and Russian-related disputes.
Ali Selim Demirel
Senior associate, Esin Attorney Partnership
Ali Selim Demirel graduated from the Bilkent University Law Faculty in 2008. He is a senior associate at Esin Attorney Partnership, a member firm of Baker McKenzie, where he leads the arbitration practice group. He focuses his practice on arbitration, domestic and international mergers and acquisitions and energy and concessions. Mr Demirel has worked on several of the Turkish markets largest and most complex M&A deals in recent years and he brings this experience to representing private equity funds, banks, multinational companies and governments on arbitrated disputes.
Soledad Díaz is a partner at Ferrere focusing her practice on commercial and investment arbitration, including M&A disputes, having represented clients in arbitration (under ICC, ICDR and other rules) in several corporate disputes. She authored the book Remedios contra la fusión: Impugnacion y resarcimiento (Remedies in merger contexts: challenges and action damages), Thomson Reuters, Civitas. Ms Díaz holds an LLM and a doctorate degree from the University of Alcalá (Spain), for which she received grants to conduct research at The Hague Academy of International Law and Queen Mary College in 2012 and 2013. In 2018 she was awarded the Extraordinary Awards to Doctoral Dissertations by the University of Alcalá. She holds a law degree from the University of the Republic (Uruguay), where she teaches procedural law. Between 2013 and 2019 she was Secretary of the LCIA User’s Council for Latin America and the Caribbean.
Forensic director, Haberman Ilett
Karen Drysdale is a forensic director at Haberman Ilett and has been working in the forensic accounting field since 1999. She has worked on a wide variety of commercial disputes involving clients across a broad range of industries, and has experience of most forms of dispute resolution.
Ms Drysdale has been involved in cases including contractual disputes, claims for breach of warranty, completion accounts disputes, expert determinations and other disputes arising out of transactions, as well as cases relating to professional negligence and the investigation of accounting irregularities. Ms Drysdale began her career in the audit department of a Big Four firm, focusing latterly on financial services clients. In 1999, she transferred within the firm to specialise in forensic accounting, before joining Haberman Ilett in 2014. She is a member of the Institute of Chartered Accountants in England and Wales.
Associate, McNair Chambers
Joseph Dyke has worked as an associate at McNair Chambers since September 2014, assisting in a broad range of commercial and international arbitration and litigation cases, as well as public international law matters. He obtained his BA (history) from the School of Oriental and African Studies in 2012 and then completed the graduate diploma in law (GDL) and bar professional training course from City Law School in 20132014, before being called to the bar of England and Wales in November 2014.
Managing partner, Esin Attorney Partnership
Ismail Esin graduated from the Istanbul University Law School in 1990. After receiving his masters degree (LLM) in Tübingen, Dr Esin began his career in law as a research assistant at Marmara Universitys Civil Law Department in 1992. He received his PhD from the University of Tübingen in 1997. Upon his return to Istanbul in 1997, he established Esin Attorney Partnership, where he is currently the firms managing partner.
In 2011, Esin Attorney Partnership joined one the world's leading law firms, Baker McKenzie, as a member firm. Dr Esin has over 20 years experience advising clients in dispute resolution, litigation, mergers and acquisitions and privatisation. He regularly advises banks, multinational companies, governments and private equity funds on investments and major projects in Turkey, Europe, the Middle East and the CIS. He also acts as arbitrator and counsel, with a particular focus on arbitrations arising from M&A transactions.
Associate, Baker McKenzie
Andrea Espejo is a lawyer with training and experience in conducting dispute resolution mechanisms in the field of international investment arbitrations and international commercial arbitrations. Ms Espejo also has experience in national arbitrations of various industries such as electricity, hydrocarbons, mining, construction and concessions, among others.
Ms Espejo has been part of Baker Mckenzie's International Arbitration team in large-scale, multi-million dollar disputes with seats in Washington DC, New York, Paris and Mexico et al and specialises in both investment arbitrations and commercial international arbitrations. She represents clients in international commercial arbitrations before the ICC, CIAC and under the UNCITRAL rules.
Senior claims advocate, Aon UK Ltd
Claire Fleetwood is a senior claims advocate in the financial lines claims team working closely with the Aon M&A and transaction solutions team on warranty and indemnity claims. She began her legal career in 2007 as a litigation lawyer in the City of London specialising in professional negligence and banking claims.
Partner, Eversheds Sutherland
Julien Fouret is a partner in the international arbitration and public international law practice of Eversheds Sutherland in Paris. He specialises in international commercial arbitration, with a particular focus on investment arbitration and public international law.
Mr Fouret has a wealth of experience in arbitration having held positions of counsel, chair and co-arbitrator for a number of arbitrations, while also spending two years as Counsel of the Secretariat of the International Court of Arbitration of the International Chamber of Commerce, Paris. He has been involved in many complex arbitration cases in Europe, Middle-East and Africa, notably in the construction, telecom and energy sectors.
Mr Fouret is also the author of numerous publications about arbitration and international investments and a lecturer in several French universities such as University of Paris X Nanterre, University of Paris Est- Créteil as well as a visiting lecturer at the University of Sherbrooke (Quebec).
Regularly ranked in legal independent guides, Mr Fouret is notably praised for his work in The Legal 500, Chambers Global, Who’s Who Legal and also in GAR and the French magazine Décideurs.
Associate, Baker McKenzie
Francisco Francos practice focuses on international investment and commercial arbitration. He has represented states and corporations in complex international arbitrations under various rules, including ICC, LCIA, ICSID and UNCITRAL. He is admitted to practise law in Mexico and New York. Before joining Baker McKenzie in Mexico City, Mr Franco worked for top-tier international arbitration firms in Paris, London and New York.
Sara Ganzarain Green
Associate, Eversheds Sutherland
Sara Ganzarain Green is an associate of the arbitration practice in the Eversheds Sutherland office in Madrid. Her experience is focused on arbitration proceedings related to engineering, energy, infrastructure and construction disputes. She has advised stateowned and private multinational firms across multiple jurisdictions and supports Spanish businesses in connection with regulatory actions.
Ms Ganzarain Green has expertise in settling a wide range of disputes including contract-based and tortious claims. She is also experienced in providing post-arbitration advice and conducting award recognition and enforcement procedures as well as proceedings aimed at the adoption of interim measures to secure the results obtained in arbitration proceedings.
Partner, Herbert Smith Freehills
Peter Godwin is a partner at Herbert Smith Freehills and head of the firms disputes practice across Asia with extensive experience in litigation, arbitration and other forms of dispute resolution. He has practised in Asia for 21 years of which 17 years were based in Japan.
He advises Asian and international companies on complex disputes in a number of sectors, including construction and infrastructure, energy, telecommunications, media and technology, pharmaceuticals, international trade and banking.
Mr Godwin has represented clients in arbitral centres in Kuala Lumpur, Singapore, Bangkok, Hong Kong, Jakarta, London, Mumbai, New York, Geneva, Zurich, Oslo, Paris, Stockholm and Tokyo in relation to disputes under English and numerous other common and civil law systems.
Mr Godwin has acted in arbitrations under SIAC, ICC, LCIA, HKIAC, TAI, JCAA rules and before both pure and ad hoc and UNCITRAL tribunals. He also sits as an arbitrator, is a panel member of KLRCA, SIAC, HKIAC and JCAA and also has recent experience under ICC and LCIA rules.
Charles H Golsong
Counsel, Pillsbury Winthrop Shaw Pittman LLP
Charles Golsong has a wide range of experience in all aspects of international arbitration, across a broad range of industry sectors (including energy, construction, infrastructure and petrochemicals). Mr Golsong has advised clients in numerous jurisdictions under the rules of major institutions including the LCIA, ICC, DIAC, SCC and UNCITRAL Rules. He also has experience in investor-state disputes and litigation (principally arbitration related).
Head of claims advocacy (financial, professional and UK specialty), Aon UK Ltd
Natalie Graham began her career as an insurance litigation lawyer before spending seven years handling claims at a Lloyds of London syndicate. At Aon, Natalie manages a team of specialist advocates, handling all aspects of technical claims across a wide range of financial, professional and specialty risks.
Associate and solicitor-advocate (higher courts civil proceedings), Baker McKenzie
Dogan Gultutan is an associate and solicitoradvocate (higher courts civil proceedings) at Baker McKenzie, London. He graduated from the University of Westminster faculty of law with first-class honours and obtained an LLM from University College, London (UCL). He was admitted to the Bar of England and Wales in 2011 (as non-practising barrister), the Istanbul Bar in 2013 (avukat) and the Law Society of England and Wales in 2017 (as solicitor). He is a scholar of the Honourable Society of Lincolns Inn. Mr Gultutan is also a PhD candidate at City University, London, with his research focused on moral damages in investment arbitrations.
Partner, Baker McKenzie
Grant Hanessian is a partner in the New York office of Baker McKenzie with more than 30 years experience as counsel and arbitrator in disputes concerning investment, energy, construction, commodities, financial services, intellectual property and other matters. He served as global head of Baker McKenzie's international arbitration group from 20092015 and head of the firms North American international arbitration group from 20032018.
Mr Hanessian is US member of the ICC International Court of Arbitration; chairman of the arbitration committee of ICC-USA, US vice president of the LCIA North American users council, member of the AAA-ICDR international advisory committee and its advisory committee on Brazil; and founding board member of the New York International Arbitration Center. He is editor of ICDR Awards and Commentaries, Vol I (Juris, 2012) and Vol II (Juris, forthcoming 2020, co-editor of International Arbitration Checklists (3rd edn, Juris, 2016), Gulf War Claims Reporter (ILI/Kluwer, 1998) and Baker McKenzie's International Litigation & Arbitration Newsletter.
Mr Hanessian is annually recommended by Chambers Global and Chambers USA, The Legal 500, PLC’s Which Lawyer?, and Who’s Who Legal: Arbitration and the Expert Guide to Leading Practitioners in International Arbitration.
Managing associate, GESSEL
Natalia Jodłowska specialises in arbitration and litigation in the fields of commercial law and civil law in a broad range of subject areas, in particular M&A, construction and energy disputes.
She represented Polish and foreign clients in domestic and international arbitration proceedings before, among other bodies, the ICC International Court of Arbitration, the London Court of International Arbitration (LCIA), the International Arbitration Association (IAA), the Federation of Cocoa Commerce (FCC), the Polish National Chamber of Commerce, the Lewiatan Court of Arbitration, and in ad hoc arbitration. In a number of domestic and international arbitration cases, Ms Jodłowska served as administrative secretary to arbitration tribunals. She represented clients in several dozen proceedings before Polish general and administrative courts.
In 2019 Ms Jodłowska was entered on the List of Recommended Arbitrators of the Lewiatan Arbitration Court. In 2019 she was also appointed as the ICC YAF (ICC Young Arbitrators’ Forum) Regional Representative for Europe and Russia.
Partner, Baker McKenzie
Nicholas Kennedy helps clients avoid or win disputes related to international law, class actions, antitrust law, trade secrets, California Proposition 65 and general commercial issues. He focuses primarily on the consumer products and retail, software and technology, and manufacturing, infrastructure and energy industries.
In addition to domestic litigation, Mr Kennedy regularly represents clients in international arbitration and actions for enforcement of foreign arbitration awards and judgments. He has litigated throughout the United States and has arbitrated cases around the world involving the rules of most major arbitral institutions, including the ICC, ICDR, ICSID, UNCITRAL, JAMS, SCC, SIAC, AAA and LCIA.
Mr Kennedy graduated from Harvard University and the UCLA School of Law, where he was a member of the UCLA Law Review and was awarded Order of the Coif. He also externed for the US Court of Appeals for the Ninth Circuit. He maintains an active pro bono practice that has included serving as first chair in a trial to restore mental health benefits for a developmentally delayed toddler and contributing to an amicus brief at the US Supreme Court in a seminal marriage equality case.
Mr Kennedy regularly writes and speaks on class actions, international law and crossborder issues including protection of the attorney/client privilege. He serves as the North American editor of Baker McKenzie’s Global Arbitration News blog.
Partner, Baker McKenzie
Vladimir Khvalei is a partner in the Moscow office of Baker McKenzie and heads the firm’s CIS Dispute Resolution Practice. Mr Khvalei is a well-known arbitration practitioner with extensive experience in commercial and investment arbitration. He is vice-chair of the ICC Commission on Arbitration and ADR, a council member of the ICC Institute of World Business Law and a board member of the ICCA. Mr Khvalei served as the ICC Court’s vice president in 2009–2018. He is chairman of the board of the Arbitration Association and has been active in promoting arbitration in Russia and globally, being a regular speaker at arbitration events and participating in important arbitration initiatives.
Senior associate, GESSEL
Joanna Kisielińska-Garncarek is a senior associate at GESSEL’s arbitration team. Ms Kisielińska-Garncarek specialises in commercial arbitration and dispute resolution, acting as counsel in domestic and international arbitral proceedings (before, inter alia, the ICC, IAA, Lewiatan Court of Arbitration and Arbitration Court at the Polish Chamber of Commerce) as well as commercial and civil proceedings pending before the state courts. Ms Kisielińska- Garncarek represents Polish and foreign clients in a wide range of cases, including M&A and construction disputes. She serves as administrative secretary of arbitral tribunals in Polish and international proceedings. She is the author of numerous publications in the field of obligation law and is preparing a PhD thesis at the Law Faculty of Nicolaus Copernicus University in Torun, titled “Legal effectiveness of actio Pauliana in the Polish and German legal systems”. She was admitted to practise as an attorney in 2018.
Local partner, Jeantet
Ioana Knoll-Tudor is a local partner at Jeantet, in charge of the international arbitration practice. She is a member of the Paris and Madrid bars and registered as a European lawyer at the Budapest bar.
Dr Knoll-Tudor has over 15 years’ experience in advising and representing clients in international commercial and investment arbitration proceedings as well as complex cross-border transactions, especially in the CEE region. She also acts on a regular basis as arbitrator (sole and party-appointed) in international arbitration proceedings.
Dr Knoll-Tudor is the author of numerous publications on international dispute resolution issues. Her book The Fair and Equitable Treatment Standard in the International Law of Foreign Investment published by OUP in 2008 was the first monography on the topic and is a reference in the field of international arbitration (a second edition is in preparation).
Partner, Baker McKenzie
John Leadley is the former head of Baker McKenzie’s London office and global dispute resolution groups. He has extensive experience of handling complex litigation and arbitration, usually international in nature, arising from corporate transactions in a variety of sectors, including financial services, general manufacturing and life sciences.
Managing partner, Ughi e Nunziante
Roberto Lecesse is the chairman of Ughi e Nunziante’s Management Committee. He has extensive experience in the fields of commercial and corporate law, M&A, energy and natural resources, litigation and arbitration. He regularly assists Italian and foreign clients, ranging from medium-sized companies to large multinational groups. Mr Leccese has acted as arbitrator and chairman of arbitration panels, and also as respondent and expert witness. He has been, and currently still is, involved in national and international arbitrations.
Mr Leccese has been admitted to practise before the Supreme Court of Cassation and the High Courts.
He has been a research fellow of private law at the University ‘La Sapienza’ in Rome and has published numerous writings concerning public works, public supplies and services, commercial contracts, and arbitration. He is co-author of the Italian chapter of the 2013 edition of Arbitration of M&A Transactions: A Global Practical Guide, consulting editor Edward Poulton – Baker McKenzie.
Founder, Liebscher Dispute Management
Dr Christoph Liebscher was a partner at Wolf Theiss (1997–2014) and the head of the dispute resolution department. In 2014 he founded Liebscher Dispute Management. After the MBA programme in Fontainebleau (INSEAD) he worked in leading positions in Germany, France, Poland and other European countries before he worked again as attorney.
Dr Liebscher has more than 30 years’ experience in national and international arbitration cases in English, French and German. He is active as arbitrator under ICC, LCIA, VIAC, DIS, UNCITRAL Rules and other Rules since 1992. His main practice areas are arbitration, competition law, construction and engineering, energy, raw materials and infrastructure, intellectual property and licensing, joint ventures and corporate law. Dr Liebscher is a member of the Austrian Association of Arbitration, CEPANI, ASA, French Commission of Arbitration, DIS, Federation of Austrian Industry, and the KCAB. He was president of the Austrian Arbitration Association in 2006 and 2007.
Lim Wei Lee
Partner, WongPartnership LLP
Lim Wei Lee is a partner in the banking & financial disputes and international arbitration practices at WongPartnership LLP.
Her main areas of practice involve litigation and arbitration across a wide range of matters including commercial, corporate and banking disputes, fraud, cross-border trade and investment disputes, insolvency and judicial review. In addition to an active court practice as counsel in the High Court and Court of Appeal, Ms Lim has acted as counsel in arbitrations conducted under various arbitral rules, including the SIAC, UNCITRAL, AIAC and ICC rules.
Ms Lim graduated from the National University of Singapore. She also holds a European Masters in Law and Economics, graduating summa cum laude. Ms Lim is recognised as a leading practitioner in the area of commercial arbitration in the Expert Guides – Guide to the World’s Leading Experts. She is admitted to the Singapore Bar.
Vice president, Burford Capital
James MacKinnon is a vice president at Burford Capital, a leading legal finance firm. He is the case manager for Burford’s Global Arbitration Portfolio, with responsibility for managing and monitoring its investments in commercial and investment treaty arbitrations. Mr MacKinnon is a qualified solicitor in England and Wales and Hong Kong, and prior to joining Burford was a lawyer in Herbert Smith Freehills’ Greater China Arbitration practice in Hong Kong. He has served as counsel in the Secretariat of the HKIAC and was a research assistant to the Hong Kong Law Reform Commission’s Subcommittee on Third Party Funding for Arbitration. Mr MacKinnon previously practised in DLA Piper’s Middle East & India Arbitration practice in Dubai and began his legal career at White & Case in London. Throughout his career he has advised corporate and individual clients on high-value and complex arbitrations in the oil and gas, financial and real estate sectors.
Partner, Baker McKenzie
Anton Maltsev is a partner in the Moscow office of Baker McKenzie. He specialises in dispute resolution and general commercial and corporate law issues.
Mr Maltsev graduated from the Khabarovsk State Academy of Economics and Law in 2001 and received his master of laws degree from the Russian Private Law School, an LLM degree with honours from Pericles ABLE in 2006, and a candidate’s (PhD equivalent) degree from the Moscow State Law Academy in 2007. Mr Maltsev is a practising advocate and a member of the Moscow City Bar Association. He is also a member of the Russian Arbitration Association (RAA), coheading its group monitoring developments of courts’ practice, and a member of AIJA, the International Association of Young Lawyers.
Senior associate, McNair Chambers
Catriona Nicol is a qualified attorney in both the United Kingdom and the United States, and has wide corporate finance and civil litigation experience. As a senior associate at McNair Chambers, Ms Nicol specialises in international commercial litigation and arbitration. She formerly practised as an associate at a global law firm in the City of London, providing general UK and international corporate tax and transactional advice on matters involving banking, capital markets, corporate finance, employment and individual taxation, and real estate investment. She obtained her BA (jurisprudence) from Oxford University in 2005, and was admitted to the Roll of Solicitors in England and Wales in 2008 and the State Bar of California in 2011.
Partner, Núñez-Lagos Arbitration
Carmen Núñez-Lagos is an international arbitrator and the founding partner of Núñez-Lagos Arbitration in Paris. She has more than 30 years’ experience in international arbitration as counsel and arbitrator practising in main international firms, and boasts more than 100 international arbitration proceedings on behalf of industrial groups and states in infrastructure, energy and telecommunications. She has a specific focus on investment treaty arbitration. Fluent in four languages, she is regularly appointed as an arbitrator in arbitration proceedings and is listed on the roster of arbitrators of the main arbitral institutions.
Ms Núñez-Lagos is a member of the Council of the ICC Institute of World Business Law, the ICC Commission, the drafting committee for the ICC Task Force on Arbitration involving states and state entities and on emergency arbitrator proceedings. She holds an LLM in International Business Law from the University of Exeter. She is an avocat à la cour in Paris and is ranked in the main legal directories including Chambers, Legal 500, Best Lawyers in France and among Latin America’s Top 100 Female Lawyers.
Partner, Haberman Ilett
Liz Perks is a partner in Haberman Ilett and has specialised in forensic accounting since 2000. She has been involved in over 80 cases, including contractual disputes, investment treaty arbitrations, claims for breach of warranty, expert determinations, accounting irregularities, competition matters and valuations. She has been appointed the damages expert and testified in matters before LCIA and ICC tribunals.
Ms Perks has a particular focus on disputes arising out of M&A transactions and has been appointed the expert on a number of warranty and misrepresentation claims. She has also been appointed the expert to determine completion accounts and earn out disputes, including through appointments from the ICAEW Presidents’ appointments scheme.
Ms Perks has a law degree and postgraduate diploma in legal practice. She worked in a Big Four accounting firm for 13 years and left in 2013 to help launch Haberman Ilett. She is a fellow of the Institute of Chartered Accountants in England and Wales.
Partner, Baker McKenzie
Günter Pickrahn is co-head of the dispute resolution department of Baker McKenzie’s German and Austrian offices. His litigation and arbitration practice is wide-ranging and covers all aspects of commercial, domestic and international disputes. He focuses on arbitral proceedings both as party representative as well as arbitrator. He is listed as a leading arbitration practitioner in leading legal directories. He has a particular expertise in post-M&A disputes and licensing and intellectual property matters.
Partner, Baker McKenzie
Edward Poulton is a partner at Baker McKenzie, London. He advises on all aspects of dispute resolution and is recognised as a leading individual in the field of international arbitration and public international law. Mr Poulton focuses his practice on international, commercial and investment treaty arbitration as well as complex litigation. He has particular expertise in disputes arising out of M&A disputes, but also in relation to more specialist claims in the banking sector and investment treaty claims. He has acted as adviser and advocate in many international arbitrations under the rules of the major arbitral institutions. Mr Poulton also sits as arbitrator. Mr Poulton joined Baker McKenzie in 2000. He has worked in Baker McKenzie’s Madrid and Sydney offices and was elected as a partner in the London office in 2010. He speaks fluent French and Spanish.
Partner, Eversheds Sutherland
Wesley Pydiamah is a partner in the international arbitration department and deputy head of the Africa Group at Eversheds Sutherland. He specialises in international commercial arbitration, investment arbitration and public international law matters. His experience includes dozens of cases in which he represented governments, state entities and multinational companies in complex and sensitive disputes across Africa and the Middle East. Mr Pydiamah is regularly cited in legal reviews, is described by Who’s Who Legal 2020 as a future leader in international arbitration, and has been listed in the Euromoney Expert Guide 2019 as one of the 10 rising stars in international arbitration for France. He lectures on OHADA arbitration and disputes in Africa at the University Paris 2 Panthéon-Assas.
Noradèle Radjai is a partner at LALIVE specialising in commercial and investment arbitration in the energy, telecommunications and construction sectors. She has acted as counsel and arbitrator in over 50 international arbitration proceedings, both ad hoc and institutional (under the ICC, LCIA, SCC, ICSID, AAA/ICDR, UNCITRAL and Swiss Rules), including disputes arising from share sales and acquisitions, joint ventures, and large projects, governed by a variety of procedural and substantive laws.
Ms Radjai is an officer of the IBA Arbitration Committee (co-chair of the Corporate Counsel Subcommittee), a member of the board of the ASA (Swiss Arbitration Association) and of the CPR European Advisory Board. She is a solicitor-advocate of the Senior Courts of England and Wales and speaks English, French and Arabic fluently. Prior to joining LALIVE, Ms Radjai worked in the international arbitration group of Skadden, Arps, Slate, Meagher & Flom LLP in London.
Senior associate, Herbert Smith Freehills
John Ribeiro holds a PhD in international arbitration and is a senior associate at Herbert Smith Freehills (Tokyo and London) specialising in international commercial arbitration and other forms of dispute resolution.
He advises Japanese and international companies on complex disputes in a number of sectors with a specific focus on pharmaceuticals, healthcare and technology. He has represented and advised clients in arbitration under the ICC, LCIA, DIFC-LCIA, JCAA, AAA and UNCITRAL Rules.
He is fluent in both written and spoken Japanese and has published on topics including international commercial arbitration, international sales law, and crossborder intellectual property disputes.
Mr Ribeiro is a founding member of the Young Japan Association of Arbitrators, and an editor of the World Arbitration Reporter, Japanese Yearbook of International Law and Doing Business in Japan.
Principal, Baker McKenzie
Professor Dr Jörg Risse is a partner in Baker McKenzie’s Frankfurt office. Being doublequalified as an attorney-at-law in Germany and in New York, he represents his clients in international arbitrations before all major arbitral institutions – in particular in post- M&A disputes and in disputes relating to large infrastructure projects such as (offshore) power plants and public transport projects – or is himself active as arbitrator or mediator. Chambers Global 2019 considers him to be one of the top three arbitration counsels in Germany and among the “most in demand” arbitrators; Global Arbitration News ranks him as an international “thought leader” in arbitration. At the University of Mannheim, he teaches “alternative dispute resolution” as an honorary professor. Dr Risse is editor and publisher of the SchiedsVZ, has written and edited several books and published more than 100 articles on arbitration-related topics.
Global head of international arbitration, Partner, Pillsbury Winthrop Shaw Pittman LLP
Deborah Ruff leads Pillsbury’s arbitration – US and international practice. She has extensive experience in multi-jurisdiction disputes, with a focus on high-value and complex international arbitration in the shareholder dispute, financial, energy, infrastructure and construction and telecommunications sectors. She conducts arbitrations under the rules of all of the major institutions and rules including the LCIA, ICC, DIAC, the Swiss, Stockholm, Hong Kong and UNCITRAL Rules. She has also represented both investors and states in BIT and ICSID cases.
Maggie Stilwell, a partner at EY, is an experienced dispute advisory specialist, with comprehensive expert witness and expert determination experience. She is listed as an expert in each Who’s Who Legal: Arbitration 2016 to 2019 and was recently in the top five ranking of the Accountancy Age Women in Finance awards. She has been actively involved in a wide range of forensic accountancy issues and claims including shareholder disputes, breach of contract disputes, employment claims, contractual disputes involving mergers and joint ventures, and accounting and financial irregularities. She has acted as the expert on numerous determinations where the parties sought a final and binding decision. Prior to specialising in dispute services, Ms Stilwell built up audit and corporate finance experience. She qualified as a chartered accountant in 1994. She has a first-class honours degree in business from Edinburgh University.
Johan Strömbäck is the co-head of Setterwalls’ dispute resolution group. He specialises in JV, M&A, shareholders’, sales, distribution and investment disputes covering most industry sectors. He is also regularly engaged in a broad variety of contentious corporate matters. Mr Strömbäck also serves as arbitrator in domestic and international cases. He is a speaker at several international conferences and regularly teaches in disputes-related courses at Stockholm University. He is also a member of the executive committee of the Swedish Arbitration Association.
Greater China managing partner, Herbert
May Tai specialises in cross-border, Chinarelated international arbitration. She is based in Hong Kong but spends time in Herbert Smith Freehills’ Shanghai and Beijing offices. She has previously practised in the London, Singapore and Tokyo offices. Ms Tai advises governments, governmentowned entities and commercial clients. Her practice covers a wide range of commercial and regulatory issues, including shareholder disputes, joint venture disputes and investment arbitrations. She has acted as counsel and advocate in arbitrations under numerous rules, including the ICC, HKIAC, SIAC, CIETAC, LCIA, ICSID, SCC and UNCITRAL Rules, as well as court proceedings. She also acts as arbitrator and/or emergency arbitrator in ICC, HKIAC and SIAC proceedings. She was the China representative to the Regional Coordinating Committee for the ICC Young Arbitration Forum from 2010 to 2013 and has been a CEDR-accredited mediator since 2014.
Ms Tai speaks fluent English, Chinese (Mandarin and Cantonese) and Bahasa (Malaysia and Indonesia).
Partner, Herbert Smith Freehills
Helen Tang advises Chinese state-owned and private enterprises, as well as multinational corporations operating in China and other foreign investors, on a variety of contentious matters. Her practice focuses on international arbitration, compliance and internal investigation, as well as other forms of dispute resolution, including pre-action strategy and settlement negotiation.
Ms Tang obtained her LLB degree from Peking University in Beijing and holds a graduate diploma in law from the United Kingdom. She was admitted as a solicitor in Hong Kong in 2008. Before moving to Shanghai, Ms Tang worked in Herbert Smith Freehills’ London and Hong Kong offices. Ms Tang is a Legal 500 “Next Generation Lawyer” for dispute resolution in China, and features in Global Arbitration Review’s Who’s Who Legal 2016 and 2017 surveys of future leaders.
Ms Tang is fluent in English and is a native speaker of Cantonese and Mandarin.
María del Carmen Tovar
Partner, Baker McKenzie
María del Carmen Tovar has participated in the process of promoting private investment in companies and concessions both as an adviser to the government and to bidders. She is recognised for her extensive knowledge of the processes and contracts that involve the state and advises on national and international arbitrations related to investments, public services and public works. Dr Tovar has practical experience in concession contracts, government contracts and public service regulations. She has carried out work in processes of promotion of investments and business concessions, representing both the state and bidders. Dr Tovar acts according to the arbitration lawyer in relation to investment claims, public services and construction agreements.
Head of the arbitration practice, Bryan, González Vargas & González Baz
Reynaldo Urtiaga has over 18 years’ postqualification experience advising and representing foreign corporations doing business in Mexico. He has been counsel, partyappointed arbitrator, and presiding arbitrator in domestic and international arbitration proceedings. He has been admitted to practise before all federal circuit appellate courts in Mexico, the Mexico City state courts, the federal courts with amparo jurisdiction, including the Mexican Supreme Court. Mr Urtiaga is a doctor of law, law professor (tenured) at the National Autonomous University of Mexico, president of the Mexican chapter of the Chartered Institute of Arbitrators, WIPO panellist, ICANN standing panellist for public interest disputes, CIETAC roster arbitrator, KCAB roster arbitrator, Shenzhen Court of Arbitration’s roster arbitrator, and BVIIAC roster arbitrator.
Hilde van der Baan
Partner, Allen & Overy LLP
Hilde van der Baan is a partner with Allen & Overy specialising in international arbitration and corporate and commercial litigation, with a particular focus on projects and construction arbitration. Her practice covers the full range of dispute resolution, with an emphasis on contractual liability, (financial) product liability and M&A-related disputes.
Ms van der Baan has represented clients in numerous national and international arbitrations under various institutional rules. She was a member of the committee which drafted the new 2015 NAI Arbitration Rules. She was appointed as a member of the executive board of the Dutch Arbitration Association in 2017, and as a member of the advisory board of the Dutch Arbitration Institute (NAI) in 2018.
Marieke van Hooijdonk
Partner, Allen & Overy LLP
Marieke van Hooijdonk is a partner with Allen & Overy specialising in international arbitration. She heads the litigation department of Allen & Overy in Amsterdam and is on the steering committee of the firm’s global arbitration practice.
Ms van Hooijdonk is a renowned international arbitration counsel who also represents clients in litigation, typically handling corporate and commercial disputes involving joint ventures, mergers and acquisitions and trade matters. Ms van Hooijdonk sits as the Dutch member on the ICC International Court of Arbitration in Paris. She regularly sits as arbitrator herself, as chair, sole and coarbitrator. Since 2010, Ms van Hooijdonk is also a deputy judge at the Court of Appeal in Arnhem-Leeuwarden.
She is the author of Litigation in the Netherlands, Civil Procedure, Arbitration and Administrative Litigation which was published by Kluwer.