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International Investment and Arbitration: Legal Evolution and Current Challenges

From the Emergence of Bilateral Agreements to the Complexity of Dispute Resolution, an Exploration of the Dynamics and Implications of Investment Protection.

Overview

Overview

The rise of international investments, catalyzed by globalization, has shaped an economic landscape where the legal protection of investors has become paramount. From the mid-20th century, facing the risks of expropriation, the world witnessed the emergence of bilateral investment agreements, marking the first steps towards a legal framework governing cross-border investments today. This research delves into the historical evolution and complexities of the international legal framework that currently governs investments and arbitration, highlighting the crucial role of structures such as the International Centre for Settlement of Investment Disputes (ICSID) and the investor-state dispute settlement (ISDS) mechanisms. However, despite their apparent success, these systems are not without criticism. This article sheds light on current challenges such as the lack of uniformity in dispute resolutions, transparency issues, and the potential impacts on state sovereignty, illustrating the tension between investment protection and the imperatives of state regulation. By diving into this analysis, the reader discovers a balanced perspective on dispute settlement mechanisms, between significant advancements and ongoing issues, opening the debate on the future of investment protection in a globalized world.

In an era of increasing economic globalization, international investments have seen continuous expansion over the past five decades. From the onset of industrialization, the opportunity to invest abroad quickly became apparent 1Ziegler, p. 228, N677.. It was from the 1950s, in conjunction with the development of investment exchanges between developed and developing nations, that it became imperative to establish a legal framework aimed at ensuring the protection of investments and investors 2Carreau, p. 540, N1394..

A concerning climate of expropriation and dispossession affects investors, particularly in developing countries or former colonies, making their peace of mind difficult to maintain. It is in this context that at the end of the 1950s, bilateral investment agreements emerged, seeking to address this situation. Gradually, these agreements began to multiply 3Ziegler, p. 235, N701-702.. They are generally limited to bilateral rather than multilateral agreements. Attempts to introduce multilateral instruments have been observed since the end of World War II, in the form of conventions, charters, or agreements. However, these multilateral instruments have faced difficulties in establishing themselves solidly 4Carreau, p. 541, N1394..

Various reasons justify this situation. Each country has its own set of characteristics, which leads to specific practices. Moreover, for a state that has established a strong conventional network, this is of importance in connection with its international status, illustrating its ability to forge agreements and to demonstrate its position. It is logical to assume that a state will always prefer agreements that are advantageous to it rather than a general multilateral framework designed for multiple parties, which by nature is more complex to develop to ensure adequate protection 5Carreau, p. 541, N1395..

In this perspective, the organization of the International Centre for Settlement of Investment Disputes (ICSID), created on March 18, 1965 6Ziegler, p. 232, N691. by the Washington Convention, and part of the World Bank group, emerges. This organization has the role of framing disputes in investment matters. It enjoys genuine success, having to date administered more than 900 investment cases 7ICSID, “About ICSID”, in: icsid.worldbank.org, 2022 version, Online: https://icsid.worldbank.org/en/about/ICSID, accessed on 20.08.2023..

Subsequently, dispute resolution mechanisms between investors and states (hereafter: ISDS), also called Investor-State Dispute Settlement (ISDS) in English, have been put in place. In an international context, arbitration quickly appeared as an obvious solution for resolving these disputes. Arbitration has gained importance within the established conventional networks since the mid-60s 8Carreau, p. 687-689, N1729 and N1733.. Moreover, it is common for these international treaties to grant investors the ability to directly use international arbitration to assert their rights in case of disagreement with the host country 9Ziegler, p. 254, N754.. This further enhances the appeal of arbitration as a means of protecting investors' interests.

This trend can be explained by the undeniable advantages of arbitration. One of these advantages is the possibility to choose one's arbitrators, opting in particular for competent experts in the complex legal domain related to investments. Also, arbitration offers the flexibility to apply procedures adapted to the specific requirements of the field, making it a judicious choice 10Carreau, p. 708, N1781..

It is also worth noting that arbitration awards are recognized as final and have enforceable force. They thus prove to be particularly effective in compelling states to respect and implement decisions made. Arbitration awards based on the ICSID convention are generally unassailable before national courts, which ensures their robustness 11Ziegler, p. 257, N764..

Article 54 of the Convention on the Settlement of Investment Disputes between States and Nationals of Other States stipulates that "each contracting state shall recognize an award rendered pursuant to this Convention as binding and enforce the pecuniary obligations imposed by that award within its territories as if it were a final judgment of a court in that state […]" 12RS 0.975.2..

Despite its advantages, this solution presents certain limits often identified by experts. Due to the diversity of multiple bilateral agreements 13Carreau, p. 690, N1735., a lack of uniformity is evident in dispute resolution. Each bilateral convention being unique, the solution found is inevitably specific, leading to a lack of consistency in arbitral decisions. Thus, for the same case, two tribunals could interpret the elements in notably different ways 14Carreau, p. 709-710, N1785..

Furthermore, it is appropriate to raise the issue of transparency within the ISDS domain. Currently, a problem of lack of transparency persists, but it is essential to remember that arbitration in this context is based on a commercial arbitration model where confidentiality is predominant. This characteristic significantly limits the dissemination of information. However, under the increasing influence of non-governmental organizations (NGOs), progress has been made in terms of information accessibility 15Ortino Federico, p. 178.. It is crucial to question whether this evolution is beneficial. While transparency can offer greater visibility, systematically disclosing confidential data could potentially compromise the economic interests of companies. Thus, the balance between transparency and protection of economic interests remains a complex issue to resolve 16Carreau, p. 709-710, N1785..

Moreover, ISDS mechanisms raise concerns related to a possible regulatory chill. This concern stems from the fact that governments might hesitate to introduce new regulations, especially in areas such as public health, the environment, or safety. This hesitation comes from the fear that international investors might initiate arbitration proceedings against them. Such apprehension could hinder the adoption of necessary political measures to defend the public interest, potentially weakening the ability of states to enact policies beneficial for their citizens and their environment 17Weghmann Vera/Hall David, p. 503..

An example illustrating this dynamic is the Phillips-Morris vs. Australia case, where the implementation of a regulation on tobacco product packaging, requiring the inclusion of health warnings on packets, was challenged through an ISDS procedure. This request had the potential consequence of questioning rules aimed at protecting public health 18Ibid..

Finally, let's not forget that these mechanisms were originally used mainly between Northern states and Southern states. Since the 2000s, the situation has evolved, and investors are now increasingly targeting developed countries 19Ibid., p. 502.. Additionally, developed countries are also victims of a practice known as “treaty shopping.” This process allows multinational corporations to take advantage of their presence in multiple countries to engage in legal optimization, using the most favorable investment treaties to resolve their disputes and thus exploit legal differences to their advantage 20Ngo Quoc Chien/Ly Van Anh, p. 94-98..

Due to the aforementioned elements, it seems that ISDS clauses are becoming increasingly rare and tend to be removed from international agreements. This evolution is a response to the growing concerns of contracting parties regarding their sovereignty 21Weghmann Vera/Hall David, p. 512-513.. As a result, intra-European investment arbitration has significantly decreased, as the European Union has progressively implemented measures aimed at restricting, or even eliminating, its use in most agreements concluded within the Union 22El Issa Rayyan, p. 199ss..

Synchronisation Audio-Texte avec Affichage et Pauses Spécifiques

In an era of increasing economic globalization, international investments have seen continuous expansion over the past five decades. From the onset of industrialization, the opportunity to invest abroad quickly became apparent. It was from the 1950s, in conjunction with the development of investment exchanges between developed and developing nations, that it became imperative to establish a legal framework aimed at ensuring the protection of investments and investors.

A concerning climate of expropriation and dispossession affects investors, particularly in developing countries or former colonies, making their peace of mind difficult to maintain. It is in this context that at the end of the 1950s, bilateral investment agreements emerged, seeking to address this situation. Gradually, these agreements began to multiply. They are generally limited to bilateral rather than multilateral agreements. Attempts to introduce multilateral instruments have been observed since the end of World War II, in the form of conventions, charters, or agreements. However, these multilateral instruments have faced difficulties in establishing themselves solidly.

Various reasons justify this situation. Each country has its own set of characteristics, which leads to specific practices. Moreover, for a state that has established a strong conventional network, this is of importance in connection with its international status, illustrating its ability to forge agreements and to demonstrate its position. It is logical to assume that a state will always prefer agreements that are advantageous to it rather than a general multilateral framework designed for multiple parties, which by nature is more complex to develop to ensure adequate protection.

In this perspective, the organization of the International Centre for Settlement of Investment Disputes (ICSID), created on March 18, 1965 by the Washington Convention, and part of the World Bank group, emerges. This organization has the role of framing disputes in investment matters. It enjoys genuine success, having to date administered more than 900 investment cases.

Subsequently, dispute resolution mechanisms between investors and states (hereafter: ISDS), also called Investor-State Dispute Settlement (ISDS) in English, have been put in place. In an international context, arbitration quickly appeared as an obvious solution for resolving these disputes. Arbitration has gained importance within the established conventional networks since the mid-60s. Moreover, it is common for these international treaties to grant investors the ability to directly use international arbitration to assert their rights in case of disagreement with the host country. This further enhances the appeal of arbitration as a means of protecting investors' interests.

This trend can be explained by the undeniable advantages of arbitration. One of these advantages is the possibility to choose one's arbitrators, opting in particular for competent experts in the complex legal domain related to investments. Also, arbitration offers the flexibility to apply procedures adapted to the specific requirements of the field, making it a judicious choice.

It is also worth noting that arbitration awards are recognized as final and have enforceable force. They thus prove to be particularly effective in compelling states to respect and implement decisions made. Arbitration awards based on the ICSID convention are generally unassailable before national courts, which ensures their robustness.

Article 54 of the Convention on the Settlement of Investment Disputes between States and Nationals of Other States stipulates that "each contracting state shall recognize an award rendered pursuant to this Convention as binding and enforce the pecuniary obligations imposed by that award within its territories as if it were a final judgment of a court in that state […]".

Despite its advantages, this solution presents certain limits often identified by experts. Due to the diversity of multiple bilateral agreements, a lack of uniformity is evident in dispute resolution. Each bilateral convention being unique, the solution found is inevitably specific, leading to a lack of consistency in arbitral decisions. Thus, for the same case, two tribunals could interpret the elements in notably different ways.

Furthermore, it is appropriate to raise the issue of transparency within the ISDS domain. Currently, a problem of lack of transparency persists, but it is essential to remember that arbitration in this context is based on a commercial arbitration model where confidentiality is predominant. This characteristic significantly limits the dissemination of information. However, under the increasing influence of non-governmental organizations (NGOs), progress has been made in terms of information accessibility. It is crucial to question whether this evolution is beneficial. While transparency can offer greater visibility, systematically disclosing confidential data could potentially compromise the economic interests of companies. Thus, the balance between transparency and protection of economic interests remains a complex issue to resolve.

Moreover, ISDS mechanisms raise concerns related to a possible regulatory chill. This concern stems from the fact that governments might hesitate to introduce new regulations, especially in areas such as public health, the environment, or safety. This hesitation comes from the fear that international investors might initiate arbitration proceedings against them. Such apprehension could hinder the adoption of necessary political measures to defend the public interest, potentially weakening the ability of states to enact policies beneficial for their citizens and their environment.

An example illustrating this dynamic is the Phillips-Morris vs. Australia case, where the implementation of a regulation on tobacco product packaging, requiring the inclusion of health warnings on packets, was challenged through an ISDS procedure. This request had the potential consequence of questioning rules aimed at protecting public health.

Finally, let's not forget that these mechanisms were originally used mainly between Northern states and Southern states. Since the 2000s, the situation has evolved, and investors are now increasingly targeting developed countries. Additionally, developed countries are also victims of a practice known as “treaty shopping.” This process allows multinational corporations to take advantage of their presence in multiple countries to engage in legal optimization, using the most favorable investment treaties to resolve their disputes and thus exploit legal differences to their advantage.

Due to the aforementioned elements, it seems that ISDS clauses are becoming increasingly rare and tend to be removed from international agreements. This evolution is a response to the growing concerns of contracting parties regarding their sovereignty. As a result, intra-European investment arbitration has significantly decreased, as the European Union has progressively implemented measures aimed at restricting, or even eliminating, its use in most agreements concluded within the Union.

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International Investment and Arbitration: Legal Evolution and Current Challenges

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*The original version of this article was written in French.

Overview

The rise of international investments, catalyzed by globalization, has shaped an economic landscape where the legal protection of investors has become paramount. From the mid-20th century, facing the risks of expropriation, the world witnessed the emergence of bilateral investment agreements, marking the first steps towards a legal framework governing cross-border investments today. This research delves into the historical evolution and complexities of the international legal framework that currently governs investments and arbitration, highlighting the crucial role of structures such as the International Centre for Settlement of Investment Disputes (ICSID) and the investor-state dispute settlement (ISDS) mechanisms. However, despite their apparent success, these systems are not without criticism. This article sheds light on current challenges such as the lack of uniformity in dispute resolutions, transparency issues, and the potential impacts on state sovereignty, illustrating the tension between investment protection and the imperatives of state regulation. By diving into this analysis, the reader discovers a balanced perspective on dispute settlement mechanisms, between significant advancements and ongoing issues, opening the debate on the future of investment protection in a globalized world.

Bibliographie

Bibliography

Bibliography of Major References

General Works on International Economic Law and Arbitration

Doctrine

  1. Bénassy-Quéré Agnès, Politique économique, Louvain-La-Neuve: De Boeck, 4th edition, 2017.
  2. Carreau Dominique, Droit international économique, Paris: Dalloz, 6th edition, 2017.
  3. Ouaniche Mikaël/Prigent, Stéphane/Jaeger Laurent, La réparation dans l'arbitrage international d'investissement: guide pratique, Brussels: Bruylant, 2022.
  4. Ziegler Andreas R., Droit international économique: une introduction (y inclus le droit des relations économiques extérieures de la Suisse), Berne: Stämpfli, 2nd edition, 2017.

Articles

  1. Bonnitcha Jonathan/Langford Malcolm/Alvarez-Zarate Jose M./Behn Daniel, Damages and ISDS Reform: Between Procedure and Substance, OXFORD: Oxford Univ Press, in: Journal of international dispute settlement, Vol.14 (2), p.213-241, 2023.
  2. Bronckers Marco, Is investor-state dispute settlement (ISDS) superior to litigation before domestic courts?: An EU view on bilateral trade agreements, OXFORD: Oxford Univ Press, in: Journal of international economic law, Vol.18 (3), p.655-677, 2015.
  3. Castagna Stefano, Comparing Comparability: A Study of EU, ISDS, and WTO Tax ‘Like’ Cases, Deventer: Springer Nature B.V, in: Intertax, Vol.51 (Issue 6/7), p.487-505, 2023.
  4. Jung Julia, Investor-state mediation - a third lane on the ISDS highway?, Bulletin ASA In: Bulletin ASA. - Alphen aan den Rijn. - Volume 40(2022), numéro 2, pages 273-299, 2022.
  5. Kohler Wilhelm/Stähler Frank, The economics of investor protection: ISDS versus national treatment, AMSTERDAM: Elsevier B.V, in: Journal of international economics, Vol.121, p.103254, Article 103254, 2019.
  6. Kucik Jeffrey/Puig Sergio, Towards an Effective Appellate Mechanism for ISDS Tribunals, CAMBRIDGE: Cambridge Univ Press, in: World trade review, p. 1-22, Article 1474745623000253, 2023.
  7. Lencucha Raphael, Is It Time to Say Farewell to the ISDS System? Comment on "The Trans-Pacific Partnership: Is It Everything We Feared for Health?", KERMAN: Kerman Univ Medical Sciences, in: International journal of health policy and management, Vol.6 (5), p. 289-291, 2017.
  8. Ngo Quoc Chien/Ly Van Anh, Le chalandage de traités à l’épreuve des accords d’investissement de nouvelle génération, Revue internationale de droit économique, Éditions Association internationale de droit économique, T. XXXI, p. 85-108, 2017/3.
  9. Ortino Federico, ISDS and its transformations, OXFORD: Oxford Univ Press, in: Journal of international economic law, Vol. 26 (1), p. 177-187, 2023.
  10. Potestà Michele, Appointment of Arbitrators in the Changing ISDS Landscape, Swiss review of international and European law : SRIEL = Schweizerische Zeitschrift für internationales und europäisches Recht : SZIER = Revue suisse de droit international et européen : RSDIE In: Swiss review of international and European law . - Zurich. – Vol. 31, no. 2, p. 231-239, 2021.
  11. Schmid Patrick, Tax arbitration under the BEPS Convention : an overview and potential pitfalls from a Swiss perspective, Bulletin ASA In: Bulletin ASA. - The Hague. - Vol. 36, no. 2, p. 314-331, 2018.
  12. Sheppard Audley, Tax and arbitration (an ISDS update), Arbitration international, Vol. 39 (2), p. 314-336, 2023.
  13. Weghmann Vera/Hall David, Les mécanismes de règlement des différends entre investisseurs et États : une économie politique changeante, Revue Internationale des Sciences Administratives, Éditions I.I.S.A, Vol. 87, p. 501-518, 2021/3.

Thesis

  1. El Issa Rayyan, La place contestée de l’arbitrage international en droit de l’investissement, SERAGLINI Christophe (dir.), doctoral thesis, law, Université Paris-Saclay, 2023.

General Works on Tax Law and Fiscal Economics

Doctrine

  1. Boudet Jean-François, Manuel de droit fiscal européen et comparé, Brussels: Bruylant, 2021.
  2. De Vries Reilingh-Flückiger Daniel/Chillà Christian, Droit fiscal international, Basel: Helbing Lichtenhahn, 2023.
  3. Maitrot de la Motte Alexandre, Droit fiscal de l'Union européenne, Brussels: Bruylant, 3rd edition, 2022.
  4. Maraia Jean-Frédéric/Yazıcıoglu Alara E, Droit fiscal suisse et international : recueil de cas pratiques : énoncés et solutions, Basel: Helbing Lichtenhahn, 3rd edition, 2022.
  5. Oberson Xavier, Droit fiscal suisse, Basel: Helbing Lichtenhahn, 5th edition, 2021.
  6. Oberson Xavier, Précis de droit fiscal international, Bern: Stämpfli Verlag, 5th edition, 2022.
  7. Obrist Thierry, Introduction au droit fiscal suisse, Basel: Helbing Lichtenhahn; Neuchâtel: Faculté de droit de l'Université de Neuchâtel, 3rd edition, 2023.
  8. Malherbe Philippe, Introduction to international income taxation, Brussels: Bruylant, 2nd edition, 2020.

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