De jure meaning

England & Wales—clarifying the Boundaries of State Attribution (Republic of Korea v Elliott Associates, LP) Republic of Korea v Elliott Associates, LP [2026] EWHC 368 (Comm) What are the practical implications of the case? Foxton LJ construed the Treaty by applying the method in the Vienna Convention on the Law of Treaties 1969 (VCLT). Under Article 31, interpretation must have regard to any relevant rules of international law governing relations between the parties. The parties accepted that this covered the principles of international law set out in the draft articles on Responsibility of States for Intentionally Wrongful Acts and the International Law Commission’s accompanying commentary (the ‘ILC Articles’ and ‘ILC Commentary’). A key issue was whether the NPS qualified as an organ of the Korean State. If it did, Article 4 of the ILC Articles would attribute all of its conduct to the State. Foxton LJ determined that the NPS, as a corporate entity, was not a de jure State organ, in light of its distinct...

The Czech Republic v Diag Human SE [2025] EWCA Civ 588 What are the practical implications of this case? For those engaged in investment treaty arbitrations, this ruling is noteworthy for the Court of Appeal’s treatment of investment treaty jurisprudence on what it means to qualify as an ‘investor’ under BITs. The Court of Appeal determined that a legal entity which, on its own, did not satisfy the definition of ‘investor’ must be subject to de jure control—rather than merely de facto control—by a qualifying investor (here, an individual) to attain investor status. The judgment also provides helpful guidance on the reach and consequences of Articles 23 and 32 of the United Nations Commission on International Trade Law (UNCITRAL) Rules, addressing Pleas as to the jurisdiction of the tribunal and Waiver of the right to object. More broadly, the decision will interest international arbitration practitioners for its consideration of AA 1996, s 73 (loss of right to object) and AA 1996, 31 (objection to substantive jurisdiction of tribunal)...

In this issue: Arbitration in England and Wales Institutional and ad hoc arbitration International arbitration Other arbitration and ADR-related news and developments Daily and weekly news alerts New and updated content Useful information Arbitration in England and Wales Court partially sets aside arbitration award, holding NPS not a State organ but Presidential instructions constituted Treaty ‘measures’ The Commercial Court heard a challenge brought by the Republic of Korea under section 67 of the Arbitration Act 1996 seeking to set aside a final award dated 20 June 2023. In the arbitration, Elliott Associates, LP (EALP) had succeeded on its case that Korea breached the USA–Korea Free Trade Agreement (the Treaty) arising from the 2015 merger between Samsung C&T and Cheil Industries. The central issue was whether Article 11.1(3)’s jurisdictional criterion was fulfilled—namely, whether the dispute concerned ‘measures adopted or maintained by a Party relating to’ EALP’s investment. The court concluded that the National Pension Service (NPS) was...

This Practice Note provides an overview of the legal position relating to de facto and shadow directors of a company, pursuant to the Companies Act 2006 (CA 2006) as well as the common law. Definition of 'director' CA 2006 provides a broad, inclusive description of a director as 'any person occupying the position of director, by whatever name called'. On that footing, and within that definition, the courts have recognised two classes of director: de jure directors, namely those directors properly and validly appointed in line with the company’s articles of association and CA 2006; and de facto directors A further category, described as 'shadow directors', is separately defined in CA 2006. A single individual may simultaneously fall into both shadow and de facto categories, for example where they perform a director’s role in one area of the business whilst directing the board in respect of another. The remainder of this Practice Note considers the legal rules applicable...

This glossary sets out numerous expressions regularly encountered in the restructuring & insolvency sphere. Words shown in bold within definitions are themselves explained in other entries in this glossary as well. A Article X The MLIJ contains a single provision named Article X, aimed at jurisdictions that have already implemented the MLCBI, like England, or are weighing its adoption. Article X states: ‘Not withstanding any prior interpretation to the contrary, the relief available under [insert a cross-reference to the legislation of this State enacting Article 21 of the UNCITRAL Model Law on Cross-Border Insolvency] includes recognition and enforcement of a judgment’ (see Practice Note: UNCITRAL model law on recognition and enforcement of insolvency-related judgments (MLIJ): Article X). Asset-backed security (ABS) A form of security anchored by asset pools, for example loans, leases, and credit card receivables. Assimilated law From 1 January 2024, ‘retained law’ has been retitled ‘assimilated law’. The body of domestic law originally arising from EU obligations, created by the European...

This Practice Note examines the appointment and dismissal of alternate directors, together with their standing, authorities, responsibilities, liabilities and the capacity to bind the company. The Companies Act 2006 (CA 2006) states that a director includes ‘any person occupying the position of director, by whatever name called’. As a consequence, the definition of ‘director’ in CA 2006 is sufficiently broad to encompass an alternate director. Therefore, the statutory provisions that govern directors extend to alternate directors in the same way as they apply equally to other directors, whether de jure or de facto. Power to appoint an alternate CA 2006 gives no authority for a director to name an alternate, though this right is often set out in a company’s articles of association. Where the articles confer this power, they will also prescribe the process for appointing an alternate director. Typically, the articles require the appointing director to give written notice to the company, and that notice must include a statement, signed by the proposed alternate, confirming their...