Arbitration that arises out of investment treaties (whether bilateral or multilateral). Investment treaty arbitrations are usually commenced by investor claimants against respondent states or state-entities. Investment treaty arbitration may be contrasted with commercial arbitration and sports arbitration.

Parties Who are the parties? More specifically, identify: • the investor/s • the managers, and • the investee company (newco) Conditions Are there any conditions to completion of the investment? What are the obligations of the parties to satisfy any such conditions? By what date? Share subscription What is the capital structure for the investee company? What class and number of shares will each shareholder (ie the investor, the managers and any other shareholders) subscribe for? Warranties Who is to give the warranties? Is it just the managers? Will the warranties be given jointly, jointly and severally, or severally? How extensive will the warranties be? It is customary for investment agreement warranties to focus mainly on the business plan and the managers, as sufficient coverage on the company itself is gained for the investor under the acquisition agreement. What limitations will apply to warranty claims? These include: • time within which claims may be made • caps on the warrantors’ respective liability and on aggregate liability, and • de minimis for individual claims and an aggregate threshold Board

This Agreement is made on [insert day and month] 20[insert year] Parties 1 [Insert name of company in which the shares are held] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (Company), 2 [Insert name of company in which the shares are held] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (Newco 2), 3 [Insert name of company in which the shares are held] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (Newco 3), 4 The several persons whose names and addresses are set out in Schedule 1 (together, Managers), and 5 The several persons whose names and addresses are set out in Schedule 3 and any other such person as defined in clause 1.4 (Investors) [(each of the Company, the Managers and the Investors being a Party and together the Company, the Managers and the Investors are the Parties).] background The Investors have agreed to invest in the Company subject to and in accordance with the terms and conditions of this Agreement. The parties agree:

This Agreement is made on [insert day and month] 20[insert year] Parties 1 [Insert name of company in which the shares are held] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (Company), 2 [Insert name of company in which the shares are held] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (Newco 2), 3 [Insert name of company in which the shares are held] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (Newco 3), 4 The several persons whose names and addresses are set out in Schedule 1 (together, Managers), and 5 [Insert name of fund] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] and any other such person as defined in clause 1.4 (Investor) [(each of the Company, the Managers and the Investor being a Party and together the Company, the Managers and the Investor are the Parties).] background: The Investor has agreed to invest in the Company subject to and in accordance

This Practice Note deals with the substantive standards of protection under the Energy Charter Treaty (ECT). It does not cover the notions of qualifying investor and qualifying investment, denial of benefits or the dispute resolution mechanism under the ECT (including arbitration). For more information on these aspects, see Practice Note: Investment treaty arbitration under the Energy Charter Treaty. The terms investor, investment and Contracting Party as used herein are defined in that Practice Note. Part III of the ECT includes a catalogue of provisions that establish a high standard of protection of foreign investments that occur within the territories of host states that are Contracting Parties to the ECT. The key provisions in Part III of the ECT are Articles 10 and 13. A ‘Modernised ECT’ was adopted by the Energy Charter Conference in December 2024, which revises the substantive standards and narrows investment protection, as discussed below. From 3 September

This Practice Note provides practical guidance on investment and the World Trade Organization (WTO). It provides guidance on the three areas overing investment at the WTO, namely the Agreement on Trade-related Investment Measures (TRIMs), the Working Group on the Relationship between Trade and Investment and the General Agreement on Trade in Services (GATS). Introduction The WTO does not yet deal compressively with trade and investment. Instead, there are currently three areas covering trade and investment. The first is the WTO’s TRIMs which was negotiated during the Uruguay Round of negotiation and came into effect with the established of the WTO. For practical guidance on the Uruguay Round and the establishment of the WTO, see Practice Note: An introduction to Trade in Goods. The second is the Working Group on the Relationship between Trade and Investment which was established after the establishment of the WTO during the 1996 Ministerial Conference in Singapore. The third is trade and investment in the context of the GATS and the work on investment and the GATS. For practical guidance on

Investment banking insolvency regulations refer to the power of the Treasury to modify the law of insolvency relating to investment banks and to establish a new procedure for investment banks where they are unable to pay their debts or when winding up would be fair.

Single premium investment products provided by a life company. These can be for a fixed term or for whole of life. Normally they carry a nominal amount of life cover, typically 101% of the value of units. Income can be taken on a regular basis if required. They are often written in trust for IHT purposes.

An adviser on investment strategy and/or the selection of investment managers.

ARCHIVED: This Practice Note has been archived and is not maintained. Investment contracts An investment contract is an early form of contract for difference (CfD), provided for by the Energy Act 2013 (EA 2013) as a transition arrangement to avoid an investment hiatus while the CfD programme arrangements were finalised. The investment contracts work like CfD do, by paying the electricity generator party to the contract the difference between the 'strike price' and the 'reference price'. The 'strike price' is the price for electricity reflecting the cost of investing in a particular low carbon technology, while the 'reference price' is the measure of the average market price for electricity in the market. As such, it is a form of hedge against electricity price volatility, and so these contracts have been created to provide long-term price stabilisation to low carbon plant, and to enable investment to come forward at lower capital costs. See Practice Notes: Contracts for Difference (CfD)—key features and Contracts for Difference (CfD) tracker, which displays the current status and most recent developments in relation to the scheme, covering consultations,

Arbitration analysis: This case involved an investment dispute between two limited liability companies incorporated under Delaware law—Gramercy Funds Management LLC and Gramercy Peru Holdings LLC (‘claimants’) and the Republic of Peru (‘Peru’ or ‘respondent’) submitted on the basis of the United States- Peru Free Trade Agreement (‘FTA’ or ‘Treaty’) which took effect on 1 February 2009. The UNCITRAL Arbitration Rules 2013 governed this arbitration, with the exception of any modifications made by the Treaty. This dispute relates to a series of judicial and governmental measures regarding the repayment scheme for certain government-issued land reform bonds issued by the Peruvian Government in or around 1970. The Tribunal found that the disputed measures adopted by Peru in 2014 and 2017 constitute a breach of the minimum standard of treatment (‘MST’) required by customary international law, including the fair and equitable treatment (‘FET’) standard, guaranteed in Article 10.5 of the FTA. Apart from carefully considering eight separate jurisdictional objections, the Tribunal considered whether the impugned measures reflected the mandate received from the Peruvian Constitutional Tribunal or, on the contrary, whether these measures created an arbitrary and unjust regime, with the sole purpose of reducing the amounts payable by Peru to holders of paper securities named ‘Bonos Agrarios’ (‘bonds’), including (and in particular) the claimants. Written by Liliana Veru-Torres, managing partner at Veru Torres & Partners.

Law360, London: A judge on 10 February 2023 rejected a bid by Charles Street Securities Europe LLP to challenge a decision by Britain's Financial Ombudsman to award compensation to a client who suffered losses on high-risk investments the business offered him.