When is a measure against a company a measure against the shareholder’s investment?

The English Court of Appeal has just given an important answer. In Republic of India v Ras Al Khaimah Investment Authority [2026] EWCA Civ 1358, handed down on 22 October, the Court dismissed India’s appeal and upheld the finding that RAKIA’s investment claim fell within the arbitration clause of the India–UAE BIT.

The case concerned RAKIA’s 12% shareholding in ANRAK, an Indian company established to develop an alumina and aluminium project in Andhra Pradesh. The State Government’s measures resulted in the cancellation of the agreement under which ANRAK was to receive bauxite from a state-owned company.

The arbitral held that the measures were directed at ANRAK and APMDC, not at RAKIA’s shares. Their effect on the shareholding was therefore indirect.

The Court of Appeal disagreed. The BIT defined “Investment” broadly, including shares, and provided that a change in the form of an investment did not affect its character as an Investment. The Court considered that the shares could not be viewed simply as an asset detached from the project in which the capital had been invested.

The relevant question was not whether the Government had legally acted upon the shares as shares. It was whether its executive action had been directly applied to the investment represented by those shares. Here, it had: the measures removed the primary source of bauxite for the very project for which ANRAK had been established, damaging the value of RAKIA’s shareholding.

The Court was careful, however, not to collapse the distinction between a company and its shareholder. RAKIA’s investment remained its minority shareholding. ANRAK’s own assets were not thereby transformed into assets of RAKIA. That distinction is probably the most useful part of the judgment.

There is also a procedural footnote worth remembering: a party that abandons a jurisdictional argument before the first-instance judge cannot expect to revive it on appeal simply because it later becomes strategically attractive. The Court linked that caution to the party autonomy and speedy finality underlying the Arbitration Act 1996.

For practitioners, the broader lesson is a practical one: the line between a measure affecting a company and a measure affecting the shareholder’s investment may therefore be considerably more nuanced than the words “direct” and “indirect” suggest.