You Don't Always Need to Pierce the Corporate Veil

One of the most interesting arbitration enforcement decisions of 2026 has just come out of the English Commercial Court. In Soprim Construction v Republic of Djibouti ([2026] EWHC 1850 (Comm)), the Court was faced with a familiar enforcement dilemma: how do you execute against assets that are not legally owned by the award debtor, but which may, in reality, belong to it?

The easy answer would have been to disregard the company's separate legal personality. The Court refused to do that.

It reaffirmed the strong presumption that a state-owned (or state-controlled) company remains a separate legal person. Corporate personality is not displaced simply because the State exercises influence or even considerable control.

But the judgment did not stop there. Instead, the Court carefully analysed whether the company had become a bare trustee of the London bank accounts for the benefit of the State. That distinction proved decisive. The Court held that the Republic enjoyed a beneficial interest under an English-law trust, allowing a final charging order over more than USD 40 million held in London, while rejecting broader arguments based on veil-piercing or the "no separate existence" doctrine.

The message is important: enforcement is increasingly becoming less about finding assets and more about characterising legal relationships. Ownership, control, beneficial interests and trust analysis may matter far more than the name appearing on a bank account.

The judgment is also a reminder that the most effective enforcement strategy is often the one that avoids the most aggressive approach. Sometimes you don't need to pierce the corporate veil if a more sophisticated legal route gets you to the same destination.