Eurohold Bulgaria AD and Euroins Insurance Group AD v. Romania

At a glance

Parties

Eurohold Bulgaria AD and Euroins Insurance Group AD (Bulgaria) v. Romania

Case no.

ICSID Case No. ARB/24/18

Forum and rules

ICSID Convention arbitration; ICSID Arbitration Rules in force as of 1 July 2022; place of proceeding Washington, D.C.

Treaty

Bulgaria–Romania BIT of 1 June 1994 (Articles 9 and 12). The claimants also sought to rely on Romania's Investment Law (GEO No. 92/1997 and Law No. 241/1998), but that supplement was dismissed.

Tribunal

Sir Daniel Bethlehem KC (Presiding Arbitrator), Sir Christopher Greenwood KC, Professor Brigitte Stern

Sector

Insurance

Outcome

Decision of 30 September 2025: the Rule 48 objection was upheld and the claimants' supplement to the Request was dismissed. The Rule 41 objection was dismissed without prejudice, and the EU Termination Agreement issues were sent to a separate bifurcated preliminary phase, with the merits suspended. The published documents do not show a final outcome.

The dispute

Eurohold, a Bulgarian holding company, and its 90.1% subsidiary Euroins Insurance Group (EIG) invested in the Romanian insurance market through EIG's acquisition in 2007 of Euroins România Asigurare-Reasigurare S.A., in which EIG holds 98.57%. The claimants say that on 9 June 2023, at the behest of the Romanian insurance supervisor ASF, Euroins was declared bankrupt, causing the complete loss of their investment. They claim unlawful expropriation (Article 5.1 of the BIT), breach of fair and equitable treatment and of non-discrimination (Article 2.1), restriction of free transfers (Article 6), and breach of an "effective means" standard imported through the MFN clause (Article 3). Romania's central defence is that the BIT, including its sunset clause in Article 12(3), was terminated by the EU Termination Agreement, which took effect for Bulgaria and Romania on 24 March 2022, more than two years before the Request was filed. On that basis Romania argues there is no valid consent to arbitrate. The claimants reply that the BIT or its sunset clause was not validly terminated, that the termination was void, and that they hold acquired rights.

Key holdings

1. Rule 48 objection upheld. The claimants could not use an ancillary claim to add a new basis of consent, Romania's Investment Law, to a Request registered on the BIT alone. An ancillary claim must be "within the scope of the consent of the parties relied upon in the original claim or otherwise given expressly for purposes of the claim". Decision on Rule 41 and Rule 48 Objections, ¶¶ 80–87
2. The Tribunal found that the core purpose of the supplement was to cure the weakness of the BIT-based jurisdiction that Romania had flagged at registration. It declined to decide whether the Investment Law claims arise directly out of the subject-matter of the dispute. In an obiter remark, it noted that consolidating the two sets of claims could be efficient. Decision on Rule 41 and Rule 48 Objections, ¶¶ 83, 88–89
3. Rule 41 objection dismissed. Romania's objection based on the EU Termination Agreement is weighty and serious. But it is met by credible arguments on the other side, so the claims are not "patently unmeritorious" or "manifestly and fundamentally defective". The Tribunal also expressed caution about deciding a legal dispute of systemic reach in a summary procedure. Decision on Rule 41 and Rule 48 Objections, ¶¶ 95, 100–103
4. Acting on its own initiative under Rules 42(6) and 43(3), the Tribunal sent the EU Termination Agreement issues to a separate preliminary phase. Unless the parties agree otherwise, the merits are suspended. Other objections remain open after that phase, and costs are reserved. Decision on Rule 41 and Rule 48 Objections, ¶¶ 104–107
5. The European Commission's first application to intervene as a non-disputing party was denied. The Rule 41 and Rule 48 objections did not engage EU law on which the Commission's voice would have special resonance, and its participation at that advanced stage would have disrupted the proceedings. PO3, ¶¶ 24–27, 29
6. The Commission (under Rule 67) and Bulgaria (under Rule 68, as the other BIT party) were given leave to make written and oral submissions in the bifurcated phase only. There is no page limit and no costs undertaking. The interveners are not parties and cannot be questioned by the parties. They receive the relevant documents from 9 April 2026, subject to confidentiality undertakings, and must answer the Tribunal's written questions. PO6, ¶¶ 23–27, 36–39, 52

Procedural history

1. 21 May 2024Request for Arbitration filed under the Bulgaria–Romania BIT.
2. 7 June 2024ICSID registers the Request, despite Romania's objection of 28 May 2024 that the BIT had been terminated.
3. 1 November 2024The claimants file a Supplement to the Request invoking Romania's Investment Law.
4. 4 November 2024Tribunal constituted.
5. 12 December 2024Procedural Order No. 1, following the First Session of 28 November 2024; it sets the calendar for the Rule 41 and Rule 48 objections.
6. 25 April 2025Procedural Order No. 3 denies the European Commission's application of 11 April 2025 to intervene. Procedural Order No. 2, issued the same day, organises the hearing.
7. 20–21 May 2025Hearing on the objections in London.
8. 30 September 2025Decision: the Rule 48 objection is upheld, the Rule 41 objection is dismissed, and the EU Termination Agreement issues are bifurcated.
9. 4–15 December 2025Procedural Order No. 4 sets 30 December 2025 as the cut-off date for intervention applications. Procedural Order No. 5 confines the bifurcated phase to the EU Termination Agreement objection and sets its schedule.
10. 16 February 2026Procedural Order No. 6 grants the European Commission and Bulgaria leave to intervene in the bifurcated phase.

Tribunal, counsel and experts

Decided by

• Daniel Bethlehem President — chosen by the co-arbitrators
• Christopher Greenwood Co-arbitrator — appointed by the claimant
• Brigitte Stern Co-arbitrator — appointed by the respondent

For the claimant

Pinsent Masons LLP · Djingov, Gouginski, Kyutchukov & Velichkov · The ICON Vienna

For the respondent

Mușat & Asociații · Macchi di Cellere Gangemi · Gunnercooke · Essex Court Chambers · Outer Temple Chambers · CMS Cameron McKenna Nabarro Olswang LLP

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Keywords

• intra-EU BIT
• EU Termination Agreement
• Achmea
• sunset clause
• termination of treaty
• manifest lack of legal merit
• ICSID Rule 41
• ancillary claims
• ICSID Rule 48
• bifurcation
• non-disputing party
• non-disputing Treaty Party
• European Commission
• Bulgaria–Romania BIT
• Romanian Investment Law GEO No. 92/1997
• insurance
• bankruptcy
• Vienna Convention on the Law of Treaties

Summary generated with AI from the published documents — refer to the award for the authoritative text.