Arbitrability Of Oppression And Mismanagement: Balancing Party Autonomy And Statutory Protections In International Disputes
- IJLLR Journal
- Jun 5
- 1 min read
Khushi Rohatgi, Institute of Law, Nirma University
ABSTRACT
The arbitrability of oppression and mismanagement (O&M) claims is at the intersection of private adjudication and corporate governance. Traditionally the sole domain of domestic company law courts, O&M claims have traditionally been perceived as non-arbitral in nature because of their statutory underpinnings and public policy concerns. However, in the increasingly globalized commercial landscape of cross-border shareholder agreements and foreign joint ventures, this doctrinal rigidity is being questioned. This article returns to the arbitrability of O&M disputes, specifically in international scenarios where contractual freedom crosses paths with sophisticated intra-corporate realities. Based on comparative examination of Indian, Singaporean, British, and American jurisprudence, it delves into how jurisdictions trade off arbitral autonomy and the regulatory objectives of company law. It faults the Indian approach for being excessively formalistic that can prevent India from establishing itself as a pro-arbitration regime. In advocating a more functional approach, the paper makes the distinction between the statutorily defined core of O&M claims and their contractual embodiments in shareholder agreements. It suggests a calibrated regime under which some O&M-related disputes—namely those involving contractual terms, deadlock resolution, and minority exit mechanisms—can be considered arbitral without derogating from public policy. By redefining the doctrinal limits of arbitrability, the paper argues that arbitration can be a valid and effective forum for the settlement of international O&M disputes, subject to procedural protection and considerations of public interest.
