Showing posts with label International Commercial Arbitration. Show all posts
Showing posts with label International Commercial Arbitration. Show all posts

Wednesday, November 28, 2012

“Dispute resolution and governing law clauses in China-related commercial contracts”: 5th edition now available

Chinese law restricts both the choice of law and the types of dispute resolution mechanism in China-related commercial contracts. As a result, drafting governing law and dispute resolution clauses in these contracts is not straightforward.

This guide, designed for clients doing business in China or with Chinese counterparties, explains when the restrictions apply and how to draft so your contracts do not fall foul of them. The guide has been updated to include recent developments in China arbitration, including new rules published by China’s leading arbitral institution (CIETAC), arbitration-related amendments to the PRC Civil Procedure law, and a recent internal dispute within CIETAC. Now in its 5th edition, it has proven popular with in-house counsel working both in and outside China.

Justin D’Agostino, head of the Greater China international arbitration practice, commented: “Drafting China-related contracts can be complicated; it is important to know the rules around disputes and choice of law clauses, as well as the traps to avoid. We are proud to have produced a guide that genuinely helps our clients navigate the process and can be used as a day-to-day resource.”

If you would like a full copy of the guide, please email Briana Young.

Source: HSF

Thursday, November 15, 2012

Arbitral tribunal rules against Ecuador


Contributed by Coronel & Pérez
After a long and protracted litigation an International Centre for Settlement of Investment Disputes (ICSID) tribunal found Ecuador liable under domestic and international law when it terminated unilaterally an oil contract that it had signed with Occidental Petroleum Corporation (Oxy), the US petroleum multinational, and took over its installation without compensation.(1) The majority of the arbitrators ordered Ecuador to pay $1.77 billion in damages ($2.3 billion with interest applied). It is possibly one of the largest investment awards in investment arbitration history. The tribunal found that while Oxy had violated certain domestic legal provisions, Ecuador had responded disproportionately. In doing so, Ecuador breached not only its domestic law but also international law. The arbitrators also found that Ecuador's seizure of the company's installations was tantamount to unlawful expropriation.
Background
Oxy had been operating in Ecuador since the mid 1980s under a service contract model. In response to depressing oil prices, in 1993 Ecuador passed a new legislation allowing the government to enter into production sharing agreements with oil companies. On May 21 1999, after long negotiations, Ecuador and Oxy signed a new contract under the new model. Under the contract, in return for its investments Oxy was to receive a share of the crude oil that it extracted, which it was free to dispose of. Oxy assumed the full risk of the oil price.
On October 19 2000 Oxy entered into a farm-out agreement with Encana Corporation, a Canadian oil company already operating in Ecuador. By virtue of this agreement, which is common in the oil industry, Oxy secured from Encana a flow of capital for its operation in exchange for its commitment to provide the Canadian company with 40% of its oil production. Oxy also agreed that on certain conditions, and subject to the authorisation of the Ecuadorean minister of energy, it would assign to Encana 40% of its legal rights on its participation contract with Ecuador.
In August 2001 the Ecuadorean tax authorities issued a ruling reversing a prior regulation on the application of value added tax (VAT). As a result, oil companies were ordered to make significant payments to the Ecuadorean treasury. In response to this action in November 2002, Oxy commenced an arbitral proceeding under the US-Ecuador bilateral investment treaty. On July 1 2004 the tribunal issued a $75 million VAT award in Oxy's favour, finding Ecuador's conduct unfair and discriminatory. However, this conflict affected Oxy's contractual relationship with Ecuador.
Under pressure from certain political quarters, the government offered to scrutinise Oxy's operations. On August 24 2004 the attorney general requested that the Ministry of Energy initiate a proceeding to declare the unilateral termination of the Oxy participation contract, alleging that the farm-out agreement amounted to an assignment of rights. Under the Hydrocarbon Law the assignment of rights of oil contracts to a third party requires prior ministerial authorisation. The lack of such authorisation may cause the contract to be terminated and the company to lose its installation to the government without compensation.
On May 15 2006, after months of increasing political pressure, street rallies and threats of impeachments, the minister of energy declared the termination of the Oxy contract and ordered the seizure of its installations without compensation. Two days later Oxy filed a request for arbitration with the ICSID.
Decision
In its ruling the tribunal found that the arrangement between Oxy and Encana involved an assignment of rights. Although executives of both companies had a meeting with the minister and other authorities to inform them of the agreement, the tribunal felt that they were not candid enough with regard to its scope. While the tribunal found that Oxy had violated the Hydrocarbon Law by failing to secure ministerial authorisation before signing the farm-out agreement, it also ruled that Ecuador had acted disproportionately in terminating the oil contract and taking over Oxy's installations without compensation. The tribunal held that the termination of the contract must have been the last option, not the first one.
In imposing the penalty on Oxy, the tribunal held that Ecuador should have weighted the principle of proportionality, which is recognised by its own constitution and applied by its courts. Not only was the penalty not mandatory but, as Ecuador had conceded during the proceeding, the farm-out agreement had caused no harm to the country. The tribunal went on to say that proportionality is a principle widely recognised by international law and applied by international arbitral tribunals, especially in the context of investment disputes under treaties such as the US-Ecuador one.(2)
In setting the quantum of damages, the tribunal addressed the following complex issues:
·         the consequences of Oxy's actions (contributory negligence);
·     the effect of Law 42 that Ecuador passed after it terminated Oxy's contract with the purpose of modifying the economics of the participation contracts in response to high oil prices; and
·         the impact of the farm-out agreement on Oxy's recovery.
The tribunal was not unanimous in dealing with these issues. The majority found that Oxy's actions had contributed to the (disproportionate) penalty from Ecuador, and therefore it reduced the damages recoverable by Oxy by 25%. With regard to Law 42, the tribunal's majority found that it represented a unilateral modification of the participation contracts in its favour, a move from which Ecuador might not benefit. Thus, in calculating the damages the tribunal did not take that law into consideration.
Finally, the tribunal's majority rejected Ecuador's position that because the farm-out agreement involved the assignment of 40% of Oxy's rights to Encana, Oxy's recovery was limited to 60% of the damages. The tribunal noted that under Ecuadorean law, the assignment of rights of oil contracts without ministerial authorisation was considered non-existent, an act vitiated by radical nullity, for which there was no need for a judicial declaration. The majority found Ecuador's request that the assignment should be given full effect was unattainable. It was Oxy's contract which was, after all, terminated by Ecuador. Oxy's claim for compensation for the losses it suffered in its investment into a consortium that had built and was operating a heavy crude oil pipeline in Ecuador was rejected as speculative.
On the issue of expropriation, the tribunal did not share Ecuador's position that seizing Oxy's installations without compensation was not unlawful because the Hydrocarbon Law contemplated such action as a result of a unilateral termination decision, and therefore it was part of the contract that Oxy had agreed to. The tribunal found that it was in breach of the US-Ecuador bilateral investment treaty. With regard to interests, the tribunal opted for composite interests.
Comment
The ruling covers a wide range of issues at the centre of the ongoing debate on international investments disputes. Of particular relevance is the subject of proportionality as an element of the fair and equitable treatment that foreign investors are expected to receive from the host states under existing bilateral investment treaties. The principle has gained significant acceptance in the domestic systems of most countries during the past decade, especially in the field administrative law. It is now marking its presence in the arena of international investment litigation.
For further information on this topic please contact Hernán Pérez Loose at Coronel & Pérez by telephone (+593 4 2519 900), fax (+593 4 2320 657) or email (hperez@coronelyperez.com).
Endnotes
(1) Occidental Petroleum Corporation, Occidental Exploration and Production Company v Republic of Ecuador (ICSD Case No ARB/06/11).
(2) The tribunal relied on, among other cases, MTD Equity SDN BHD v The Republic of Chile (ICSID Case No ARB/01/07); LG & Energy Corp v The Argentine Republic (ICSID Case No ARB/02/1); Tecmed SA v The United Mexican States (ICSID Case No ARB (AF)/00/2); and Azurix Corp v The Argentine Republic (ICSID Case No ARB/01/12).

The materials contained on this website are for general information purposes only and are subject to thedisclaimer.
ILO is a premium online legal update service for major companies and law firms worldwide. In-house corporate counsel and other users of legal services, as well as law firm partners, qualify for a free subscription. Register at www.iloinfo.com.



Monday, November 12, 2012

The Italian Constitutional Court pronounces the illegitimacy of the compulsory mediation in civil and commercial disputes


  • CMS Adonnino Ascoli & Cavasola Scamoni


    Laura Opilio Author page »Paola Ghezzi Author page »Valerio Biondi Author page »
    By its decision issued on 24 October 2012, the Italian Constitutional Court has declared the illegitimacy of the provision of the Legislative Decree n. 28 dated 4 March 2010 implementing the “Compulsory Mediation” procedure for the resolution of certain disputes (article 5.1 of the “Decree”).
    BACKGROUND
    The Decree - implementing in Italy the European Mediation Directive (2008/52/EC) published on 21 May 2008, as part of the European initiative to promote and regulate the development of Mediation throughout the EU (“the establishment of basic principles in this area is an essential step towards enabling the appropriate development and operation of extrajudicial procedures for the settlement of disputes in civil and commercial matters so as to simplify and improve access to justice”) – was aimed at reducing the overload on the Italian legal system (which, according to a recent World Bank Report, ranks 157th for enforcing contracts) by the introduction of a two folds Mediation procedure:
    • a Non-Compulsory procedure which applies to any civil and commercial litigation (article 2.1, introduced on 20 March 2010);
    • a Compulsory procedure which applies to any possible litigation in relation to insurance, banking and financial agreements, joint ownership, property rights, division of assets, hereditary and family law, leases in general, gratuitous loans, leases of going concern, medical liability or defamation/libel (article 5.1, effective since 20 March 2011 and, only for motor/vehicles insurances and condominium disputes, since March 2012). More precisely:
    1. disputes subject to the Compulsory Mediation attempt can have access to judicial Courts only if the Mediation has failed;
    2. should a party do not attend the Compulsory Mediation hearing, it can be sanctioned by the Court (administrative sanction).
    Also, in both Non-Compulsory and Compulsory Mediation procedures:
  1.  the Court can deduce from the party’s unjustified absence to the Mediation hearing, an argument of evidence against the same party;
  2. should the Court’s judicial decision correspond to the Mediator’s proposal (if any), the party having refused such proposal, although successful in the judicial claim, shall be condemned to the counterparties’ legal costs refund.
THE CONSTITUTIONAL COURT’S DECISION
The Constitutional Court’s statement of illegitimacy of the Compulsory Mediation procedure is grounded (although the decision rationale has not yet been published) on the lack of legislative power of the Italian Government having introduced, through article 5.1 of the Decree, the Compulsory nature of the Mediation for the aforementioned specific disputes (i.e. going beyond the relevant provisions of the Delegation Law n. 69/2009 - which did not explicitly refer to the Compulsory Mediation procedure).
According to some of the Syndicates which have challenged the Compulsory Mediation provision and procedure, the compulsory nature of the mediation would have resulted into an invalid and unjust limitation to the parties’ right and freedom to access the Justice for the resolution of any kind of litigation (including those concerned by the Compulsory Mediation).
A clear and consistent analysis of the Constitutional Court decision and of its effects cannot depart from the analysis of its rationale (not published yet), thus will be possible only after its filing.
CONSEQUENCES – FOCUS ON INSURANCE LITIGATION
The Compulsory Mediation provision and procedure, despite illegitimate, will formally remain applicable until the Constitutional Court’s decision under discussion is published on the Official Gazette (not yet).
After such publication, parties of a dispute of any kind, including insurance disputes, are no longer subject to the preliminary mediation attempt and can therefore access the Justice immediately regardless of the nature of their dispute.
Although the decision at issue eliminates the Compulsory Mediation procedure, since it is to be considered illegitimate, parties of a dispute of any nature, aiming at avoiding the overload of the legal system, are still entitled to (voluntarily) apply for the Non-Compulsory Mediation procedure.
In this case, a party’s absence at the Non-Compulsory Mediation hearing, without a justification, will result in a behavior which can be interpreted by the Court, in the following judicial claim (if any), as an evidence against the same party (however, no more administrative sanctions are applicable to such party).
Insurance litigation triggered after the publication on the Official Gazette of the Constitutional Court’s decision, then, does not seem completely free from the burdens imposed by the Non-Compulsory Mediation rules, should the insured call for a Mediation attempt.
In this case, in fact, the Insurer shall evaluate the insured’s claim and requests before the mediation hearing, in order to decide whether to attend it or not (and, if not, also to provide the competent mediation Organism with a justified reason).
CONCLUSIONS
Some do believe that by this decision an important chance has been lost for the Italian legal system to be improved, others do not alleging that thanks to such decision access to the Justice has been granted without discrimination.
After the Constitutional Court’s decision announcement, the Italian Ministry of Justice has confirmed that, for the Government, Mediation still be, in the Italian legal system, absolutely worth and that, therefore, discussions on the possible incentives to be implemented are ongoing.

Thursday, November 8, 2012

Healthcare Update, No. 4, November 2012: NLRB Continues To Set Sights On Healthcare Employers

The National Labor Relations Board (NLRB) has continued its aggressive attack on employers in the healthcare industry and nonunion employers generally. With a membership majority that is widely recognized as being pro-union, the NLRB has used a variety of mechanisms to make it easier for unions to challenge well-established employer practices and to organize employees in many industries, with particular emphasis on the rapidly growing healthcare industry. The following is a summary of some of the more significant actions taken by the NLRB in the past year.

Smaller Bargaining Units Recognized

In Specialty Healthcare, the NLRB significantly expanded the ability of a union to organize a smaller unit of employees. Although the NLRB has by regulation defined appropriate bargaining units in the acute-care hospital setting, it overruled a well-established practice of applying those categories to non-acute care facilities.

The decision signals that employers will not be able to challenge a smaller unit by claiming that the employees should be part of a broader unit, unless the employer can prove there is an "overwhelming community of interest" between the union's proposed unit and the excluded employees, to the point where the factors in the community of interest test must "overlap almost completely." This decision requires you carefully analyze the structure of your workforce to attempt to avoid the union's effort to organize only a small portion of your employees.

Social Media Policies Challenged

The NLRB General Counsel has issued three separate memorandums dealing with employer social media policies, the most recent one being issued in May, 2012. Using the general prohibition in Section 7 of the National Labor Relations Act (NLRA), the General Counsel will find unlawful a number of provisions commonly found in employer social media policies. For example, an employer policy prohibiting employees from having online discussions regarding confidential employee or company information would be considered impermissibly vague and overbroad. In addition, a policy that encourages employees to respect privacy and disclose personal information only to those authorized to receive it is also viewed as unlawfully broad.

Generally, to be permissible, a policy would need to expressly recognize that it does not in any way preclude employees from exercising their rights under Section 7 of the Act to discuss issues relating to their employment. On September 7, 2012, in Costco Wholesale Corp., the NLRB adopted the General Counsel's approach in finding that rules contained in a handbook for nonunion employees were unlawful where they included a general prohibition on statements that damage the company's (or any person's) reputation, or the sharing of sensitive information.

Because the NLRB has adopted much of the analysis contained in the General Counsel's memorandums, there is a clear indication that the NLRB will pursue unfair labor practices challenging social media policies. You need to determine whether their current policy might be considered unlawful.

Employment-At-Will Language Found Unlawful

Many employers utilize employee handbooks to effectively communicate with their employees, and virtually all of those handbooks include some type of disclaimer language advising employees of their at-will status. Most also state that changes to such status can only occur by a written statement signed by an appropriate company official.

But in two separate cases earlier this year, the NLRB pursued unfair labor practice charges against employers that utilized that type of at-will provision as being a violation of employees' right to organize under the NLRA. It would appear that the NLRB either wants such disclaimers to be removed from employee handbooks, or to have those statements modified by expressly recognizing the right of employees to join with others to work toward altering the terms or conditions of their employment, including joining a union.

Confidentiality Of Internal Investigations Limited

In Banner Health System, as reported in our September 2012 Labor Letter, the NLRB held that a rule prohibiting employees from discussing an internal investigation was unlawful. In that case, as is a common practice for many employers, while human resources was conducting an internal investigation, employees were asked to maintain the confidentiality of that investigation.

Such requests are commonly aimed at protecting the integrity of the investigation. However, the Board found that the confidentially request violated Section 7 rights to protect discussions between employees concerning terms and conditions of their employment, as well as communications for other mutual aid and protection.

Union Insignia In Patient-Care Areas Protected

In St. John's Health Center, the Board found that a healthcare employer may have a presumptive right to ban union insignia in patient-care areas. But if the ban is selective, and other insignia permitted, then union insignia must also be allowed. In that case, because the hospital allowed employees to wear a ribbon that read "Saint John's mission is safe patient care," it could not prohibit a union ribbon.

Arbitration Clauses Prohibiting Class Claims Jeopardized

Many employers require employees to sign arbitration agreements, that include a waiver of the right to bring class or collective actions against the employer. Such provisions have been approved by the U.S. Supreme Court. However, in D.R. Horton, Inc., the NLRB held that it is unlawful for an employer to require employees to sign such a waiver because it violates their Section 7 rights.

Elections Expedited And Notices Required 

Last year, the NLRB attempted to create a rule that would require more expedited union elections, which would minimize the employer's ability to communicate with employees regarding the negative effects of union representation. The Board also issued a rule that would require all employers, including nonunion employers, to post a notice advising employees of their rights under the NLRA. Both of those proposed rules are currently tied up in court challenges, but the Board is expected to continue to pursue those efforts.

As the foregoing demonstrates, the Board continues to use a very broad interpretation of the NLRA to make it easier for unions to organize employees, particularly in the healthcare setting. Proactive measures need to be considered to address this continuing attack.

For more information contact the author at JKurek@laborlawyers.com or (440)838-8800.

Source: JDsupra

Sunday, October 28, 2012

Jurisdiction challenges under GAFTA Rules

In PEC Ltd v Asia Golden Rice Co Ltd [2012] EWHC 846 (Comm), the court considered the time limit for jurisdictional challenges to first tier GAFTA arbitration awards

Read the article here 

Effective Advocacy in Commercial Arbitration

Commercial arbitration has changed the approach to the resolution of business disputes. Business people around the world recognize that differing business interests and difficulties in the performance of agreements will lead to disputes. In anticipation of the possibility of dispute, many agreements, especially where the parties are in different countries have an arbitration and governing law clauses. The information in these slides explain in considerable detail the process of commercial arbitration in Canada, with an emphasis on Toronto, Ontario where the author practices as a Chartered Arbitrator, Mediator and Legal Counsel.

The author highlights the differences between litigation and arbitration. It is also worth noting that arbitration may not just be an alternative to litigation but rather, an alternative to negotiations or mediation between the parties to resolve their dispute. If settlement negotiations are unsuccessful, the parties can agree to a dispute resolution method in which they have input from designing every aspect of the process to selecting the most suitable arbitrator or arbitral panel to determining scope appellate rights.

Selecting the arbitrator and the rules applicable to the arbitration involves numerous choices and nuances highlighted in this article. The article covers the following headings:

• Is arbitration the same as litigation?

• Why arbitrate rather than litigate?

• Arbitration is a consensual process

• Similarities can be deceptive

• Arbitration binds only parties to the agreement

• Designing the arbitral process

• Selecting the arbitrator or arbitral panel

• Rules affecting the arbitration

• Motions in the arbitration

• Written advocacy and pleadings

• Taking evidence in the arbitration

• Documentary evidence

• Witnesses in the arbitration

• Conducting the hearing

• Interpreting and correcting the award

• Remedies from arbitral awards

• Anti-suit and anti-arbitration injunctions

The author discusses the important opportunities for written and oral advocacy in commercial arbitration. He emphasizes that knowledge of the option can help cousel maximize the prospect of a successful result whether there is a settlement or the case goes to a final award.

Igor Ellyn, QC, CS, FCIArb. is senior partner of Ellyn Law LLP and Chair of the Business Litigation and Arbitration Practice Group of INBLF.com, a network of more than 300 law firms worldwide. A member of six arbitral tribunals, he arbitrates and mediates in English and French or bilingually and is also conversant in Romanian, Hebrew and German, He is a past president of Canadian Bar Association-Ontario. 

Download the entire article here: http://www.jdsupra.com/legalnews/effective-advocacy-in-commercial-arbitra-54537/

Female arbitrator tops Who's Who Legal list


Gabrielle Kaufmann-Kohler has come top of the "most highly respected" list
Gabrielle Kaufmann-Kohler has come top of the "most highly respected" list
For the first time, a woman has been named the most “highly regarded” figure in arbitration by GAR’s sister publication, The International Who’s Who of Commercial Arbitration.

Continue reading here (subscription is required): http://www.globalarbitrationreview.com/news/article/30934/female-arbitrator-tops-whos-legal-list/

Friday, October 26, 2012

China: Commercial Dispute Resolution In China

  • Article by Peter Murray

Ince & Co Partner Peter Murray Contributed To The Chapter On "China," In Arbitration World 4th Edition

This article provides a summary of the China chapter, featured in Arbitration World 4th edition, part of The European Lawyer Ref Series, and discusses what options are available for arbitration, under what circumstances arbitration should take place in China, the advantages and disadvantages of arbitration in China, and how foreign courts' or arbitration tribunals' awards are enforced in China.

In summary

Arbitration in China

 

China has a relatively well-developed body of law in relation to arbitration, which is in most respects largely consistent with international practice

Monday, October 22, 2012

NAI Jong Oranje Hosts Third-Party Funding Event


On September 27, 2012, the Netherlands Arbitration Institute’s Jong Oranje group was fortunate enough to host an event on third-party funding. Yes, a common and hot topic these days and certainly not my first blog on the matter, but I was one of the speakers at the event and felt it worthwhile to mention.
The other two speakers were Mick Smith, Co-Founder of Calunius Capital LLC (“Calunius”) in London, and Sara Liesker, founder of Liesker Legal NV (“Liesker”) in Breda, The Netherlands. Contrasting the two experiences was indeed intriguing. I have recently co-authored (along with Victoria Shannon, Deputy Director at the International Court of Arbitration – ICC – in NYC) a book on third-party funding in international arbitration to be available this month via Kluwer Law (see http://www.kluwerlaw.com/Catalogue/titleinfo.htm?ProdID=9041140794), and so am fairly familiar with the various topics and diverging opinions on this area. As a point of interest, Mick Smith wrote a chapter for us on the mechanics of the funding agreement.
What was intriguing was the different perspectives represented by these two funders. Liesker represents an almost exclusively domestic practice. Although international matters may come through, the target audience is truly Dutch litigation and perhaps some Dutch arbitration. It is in this arena that they have carved an expert niche. They are also the only ones in The Netherlands targeting this niche (although after the interest sparked by the audience, one questions for how long). They are happy to consider matters with damages as little as EUR 200,000 (if I am not mistaken); the important point being, not large ticketed cases.
In contrast was Mick Smith from Calunius. Based out of London, this third-party funding group works namely with large ticketed cases, which also includes international arbitrations. In fact, especially as of late, their name is no stranger to the media. His practice considers global norms, is voluntarily subject to the Voluntary Code of Regulation for third-party funders recently put into place in England, and handles larges international cases.
What they definitely had in common was the stance on disclosure: sometimes it is important or even necessary to voluntarily disclose the presence of a funder. However, most often it is not. What is the main fear driving this reluctance? Look at the insurance market in some industries (especially the defense insurance market in the US) where there have been instances in which the insurer’s presence was seen as “deep pockets”, possibly softening a jury’s discomfort in awarding large damages. In international arbitration, it may often be the claimant who is funded and no juries are around, but there are frequently counterclaims brought. Either way, perhaps a tribunal may feel more “comfortable” being less concerned about the damages when deeper pockets are involved?
Whether the deep pocket phenomenon will or already could exist in the third-party funding arena for international arbitration is obviously premature to answer. There is simply insufficient information at this time as to whether or not to disclose. It remains interesting for a client and the client’s advisors to follow and consider when considering whether or not to use funding. This is especially true as a growing number of funded clients are those looking for better cash flow options or strategies to keep certain costs off the books and not necessarily the impoverished claimant.

The Work-Product Doctrine as a Means toward a Judicially Enforceable Duty of Confidentiality in International Commercial Arbitration

Abstract:     
 
The private nature and presumptively confidential character of international commercial arbitration proceedings are two of its most attractive features. At the same time, the assumption that the confidentiality feature of arbitration provides a broader level of protection from disclosure when compared to public court proceedings can no longer be supported without qualification. In fact, a growing number of courts around the world seem to agree that disclosure of documents and materials produced during arbitration may be compelled regardless of any express confidentiality agreement entered into between the parties. It is argued in this article that by raising the burden of proof for disclosure of information and materials produced during arbitration, a fair balance may be struck between the essential private nature of arbitration proceedings and the duty of confidentiality. It is suggested that the U.S. work-product doctrine may function as a starting point for an international consensus on how to best and more predictably protect confidentiality in arbitration. The balancing approach of the work-product doctrine, including the standard of substantial need and undue hardship, is a well established principle in U.S. law and may aid in defining uniform limits for otherwise undefined or very broadly defined exceptions to confidentiality in international commercial arbitration.