Government of Lao People’s Democratic Republic v. Baldwin, No. 25-2562, ___ F.4th ___, 2026 WL 2752349 (9th Cir. Sept. 17, 2026) | Devas Multimedia Private Ltd. v. Antrix Corp. Ltd., Nos. 20-36024, 22-35085 & 22-35103, ___ F.4th ___, 2026 WL 2330570 (9th Cir. Aug. 12, 2026)

International Arbitration · New York Convention · Award Enforcement · Alter Ego · Foreign Sovereign Immunities Act

Introduction

An arbitration award is only worth the assets the prevailing party can reach. Two recurring scenarios arise in collecting on an award. First, the award debtor may be a shell with nothing in it, while the people who ran it weren’t named in the award. Second, the debtor may be an arm of a foreign state that argues it has sovereign immunity and shouldn’t have to answer in a U.S. court at all.

Within five weeks this past summer, the Ninth Circuit addressed both scenarios. On August 12, 2026, in Devas Multimedia Private Ltd. v. Antrix Corp. Ltd. (Devas), the court held that the arbitration exception in the Foreign Sovereign Immunities Act (FSIA) defeated a claim of sovereign immunity by a corporation wholly owned by India, so that a U.S. court could hear a petition to confirm a $562.5 million award against it, and that forum non conveniens wasn’t available to defeat a proceeding under the New York Convention. On September 17, 2026, in Government of Lao People’s Democratic Republic v. Baldwin (Lao), the court held that a federal district court had jurisdiction to enforce a foreign award against alleged alter egos who weren’t named as award debtors and didn’t take part in the arbitration, and that the court had to decide the alter-ego theory in that same proceeding.

Executive Summary

John Baldwin and Shawn Scott, two American entrepreneurs, set up a chain of companies to invest in casinos in Laos. Two of those companies, Sanum Investments Ltd. and Lao Holdings N.V., brought investment-treaty arbitrations in Singapore against the Government of the Lao People’s Democratic Republic (Lao PDR), and a third arbitration in which Lao PDR intervened. They lost all three. The tribunals dismissed the companies’ claims and ordered them to pay Lao PDR about $5 million in all, mostly for its fees, expenses and costs of the arbitrations. The Singapore courts refused to set the awards aside. In the Ninth Circuit’s words, “Despite repeated attempts, Lao PDR has been unable to collect on these awards.” Government of Lao People’s Democratic Republic v. Baldwin, 2026 WL 2752349, at *2.

Lao PDR then petitioned the U.S. District Court for the Northern Mariana Islands to enforce the awards under the New York Convention. It named the two award debtors and, by amendment, Baldwin, Scott and Bridge Capital, LLC, a Northern Mariana Islands company Baldwin and Scott own equally, as the debtors’ alter egos. The district court dismissed Baldwin and Bridge Capital for lack of subject-matter jurisdiction, reasoning that they weren’t parties to the arbitrations and that Lao PDR had to pursue its veil-piercing theory in a separate action. The Ninth Circuit reversed and remanded, holding that the liability of the alleged alter egos had to be decided in the same proceeding that enforced the awards.

Devas presents the sovereign immunity scenario. A three-member tribunal of the International Chamber of Commerce (ICC) found that Antrix, the commercial arm of India’s space agency, had wrongfully repudiated a satellite spectrum lease with Devas, an Indian company, and awarded Devas $562.5 million. A federal district court in Seattle confirmed the award. After a detour to the Supreme Court on personal jurisdiction, the Ninth Circuit affirmed on the three remaining threshold questions: that Antrix wasn’t immune from suit, because the FSIA’s arbitration exception applied; that exercising personal jurisdiction over Antrix was consistent with due process; and that forum non conveniens couldn’t be used to dismiss a Convention enforcement proceeding.

Factual Background and Procedural History

The Lao venture and the Singapore awards

Sanum Investments was incorporated in Macau in 2007 and partnered with a Laotian conglomerate, ST Group, to build casinos including the Savan Vegas Casino. Lao Holdings, an Aruba company, was later inserted into the ownership chain above it, and Bridge Capital provided financing. Government of Lao People’s Democratic Republic v. Baldwin, 2026 WL 2752349, at *2. By mid-2012, the companies were in disputes with ST Group over management of the casino, and Lao PDR became involved.

Sanum Investments and Lao Holdings then brought two arbitrations against Lao PDR, seated in Singapore, claiming breaches of treaty protections for foreign investors. Both tribunals dismissed the claims on August 6, 2019, and awarded Lao PDR its fees, expenses and costs of the arbitrations: about $1.95 million in the Lao Holdings proceeding and $1.78 million in the Sanum proceeding, or nearly $3.73 million together. A third arbitration, under the rules of the Singapore International Arbitration Centre, was brought by the companies against San Marco Capital Partners LLC, which Lao PDR had appointed to manage the casino and had indemnified. Lao PDR intervened. That tribunal also dismissed the companies’ claims, in an award dated August 11, 2021, which the Ninth Circuit described as an additional $1.3 million in Lao PDR’s favor. Each time, the companies’ set-aside actions failed in both the High Court of Singapore and the Singapore Court of Appeal, which assessed further costs against them. Government of Lao People’s Democratic Republic v. Baldwin, 2026 WL 2752349, at *2–3; Government of the Lao People’s Democratic Republic v. Baldwin, No. 1:22-cv-00011, ECF No. 111 (D. N. Mar. I. Apr. 3, 2025).

Lao PDR’s collection efforts included an unsuccessful suit in Thailand and a suit against Baldwin and Bridge Capital in the U.S. District Court for the District of Idaho, dismissed for lack of personal jurisdiction in 2022. Government of Lao People’s Democratic Republic v. Baldwin, 2026 WL 2752349, at *3. It then filed its petition in the U.S. District Court for the Northern Mariana Islands. In dismissing Baldwin and Bridge Capital, the district court read 9 U.S.C. §207 as confining a confirmation action to one brought “against any other party to the arbitration,” and, relying on the Second Circuit’s decision in Orion Shipping & Trading Co. v. Eastern States Petroleum Corp. of Panama, S.A., 312 F.2d 299, 301 (2d Cir. 1963), held that a confirmation proceeding wasn’t the place to pierce the corporate veil. Government of Lao People’s Democratic Republic v. Baldwin, 2026 WL 2752349, at *3. Scott’s own motion to dismiss was stayed pending the appeal.

Devas: from Seattle to the Supreme Court and back

Antrix and Devas signed their satellite spectrum lease in January 2005. Antrix was to build, launch and operate two satellites and lease Devas 70 MHz of India’s S-band spectrum, and Devas was to pay construction and leasing fees. Antrix terminated in February 2011, citing a Government of India policy decision not to provide the spectrum for commercial use. The ICC tribunal, seated in New Delhi, held in September 2015 that Antrix had wrongfully repudiated the agreement. Devas Multimedia Private Ltd. v. Antrix Corp. Ltd., 2026 WL 2330570, at *4 & n.3. Devas petitioned to confirm the award in the U.S. District Court for the Western District of Washington in 2018, and the district court confirmed it. A Ninth Circuit memorandum disposition reversed for lack of minimum contacts, but the Supreme Court held in CC/Devas (Mauritius) Ltd. v. Antrix Corp., 605 U.S. 223, 232 (2025), that the FSIA required no minimum contacts beyond those built into its exceptions to immunity, and remanded for the Ninth Circuit to address Antrix’s remaining arguments. Devas Multimedia Private Ltd. v. Antrix Corp. Ltd., 2026 WL 2330570, at *2, *5. Meanwhile, after the district court confirmed the award, the Indian courts set it aside. Id. at *4 n.4.

Legal Analysis

1. The statutes common to both cases: 9 U.S.C. §§203 and 207

Both decisions turn on Chapter 2 of the Federal Arbitration Act, which implements the New York Convention. Section 202 defines which agreements and awards “fall[] under the Convention”: those “arising out of a legal relationship, whether contractual or not, which is considered as commercial,” other than relationships entirely between U.S. citizens with no reasonable relation to a foreign state. 9 U.S.C. §202. Sections 203 and 207 are key to the two Ninth Circuit decisions discussed here.

Section 203 is the jurisdictional grant. It provides:

“An action or proceeding falling under the Convention shall be deemed to arise under the laws and treaties of the United States. The district courts of the United States . . . shall have original jurisdiction over such an action or proceeding, regardless of the amount in controversy.” 9 U.S.C. §203.

Section 203 opens the federal courts to any proceeding that falls under the Convention, whatever the parties’ citizenship or the amount at stake (subject to §202’s exclusion of relationships entirely between U.S. citizens that have no reasonable relation to a foreign state). It also treats such a proceeding as arising under U.S. law, which, as Devas shows, matters when a foreign state argues that a purely foreign dispute isn’t something U.S. law treats as arbitrable.

Section 207 supplies the procedure and the standard for review and enforcement of an award, providing:

“Within three years after an arbitral award falling under the Convention is made, any party to the arbitration may apply to any court having jurisdiction under this chapter for an order confirming the award as against any other party to the arbitration. The court shall confirm the award unless it finds one of the grounds for refusal or deferral of recognition or enforcement of the award specified in the [New York] Convention.” 9 U.S.C. §207.

Section 207 sets a three-year deadline, identifies who may apply and against whom, and makes confirmation mandatory unless the opposing party proves one of the defenses in Article V of the Convention. Although §207 uses the word “confirm,” for a foreign award that term means the Convention’s single “recognition and enforcement” proceeding. Government of Lao People’s Democratic Republic v. Baldwin, 2026 WL 2752349, at *6 (citing CBF Indústria de Gusa S/A v. AMCI Holdings, Inc., 850 F.3d 58, 72 (2d Cir. 2017)).

Article V of the New York Convention provides a few, narrow bases for review: incapacity of a party or an invalid arbitration agreement; lack of proper notice or of an opportunity to present one’s case; an award beyond the scope of the submission; a tribunal or procedure not in accordance with the parties’ agreement or the law of the seat; or an award that isn’t yet binding or has been set aside or suspended at the seat. The court may also refuse enforcement on its own if the subject matter isn’t arbitrable under U.S. law or enforcement would violate U.S. public policy. Convention on the Recognition and Enforcement of Foreign Arbitral Awards art. V(1)–(2), June 10, 1958, 21 U.S.T. 2517, 330 U.N.T.S. 38. A U.S. court doesn’t revisit the tribunal’s findings or its application of the law. Government of Lao People’s Democratic Republic v. Baldwin, 2026 WL 2752349, at *5–6.

2. Lao PDR v. Baldwin

• Section 203 grants jurisdiction; §207 doesn’t take it away. The district court had dismissed Baldwin and Bridge Capital, who were not parties to the underlying arbitration proceedings, on the ground that §207 limited its jurisdiction, and on appeal they defended that ruling as the first of two independent reasons the dismissal was correct. They read the closing phrase of §207, “as against any other party to the arbitration,” as limiting the court’s jurisdiction to proceedings against named parties to the arbitration. The court held that the grant was in §203, and that “Section 207 does not define federal subject matter-jurisdiction over Convention proceedings.” Government of Lao People’s Democratic Republic v. Baldwin, 2026 WL 2752349, at *7. Instead, the court explained, §207 set conditions on when, by whom, for what and against whom a proceeding could be brought, and those conditions weren’t jurisdictional because they weren’t “located in a jurisdiction-granting provision.” Id. (quoting Al-Qarqani v. Chevron Corp., 8 F.4th 1018, 1024 (9th Cir. 2021)). A failure to meet a jurisdictional requirement ends the case at the threshold under §203, while a failure to meet a procedural condition is a defense on the merits under §207 and Article V.
• The alleged alter egos were within the Convention because the petition plausibly tied them to the awards. Holding that §203, not §207, was the jurisdictional grant left the question whether §203 reached Baldwin and Bridge Capital at all. They argued that they could not be held liable because they were neither parties to the arbitrations nor named as award debtors, and no court or tribunal had found them to be alter egos of Sanum Investments or Lao Holdings. Government of Lao People’s Democratic Republic v. Baldwin, 2026 WL 2752349, at *3. To decide whether a proceeding “falls under the Convention” and so comes within §203, the Ninth Circuit applied the test from Ministry of Defense of Islamic Republic of Iran v. Gould Inc., 887 F.2d 1357, 1362 (9th Cir. 1989), drawn from §202: the award must arise out of (1) a legal relationship, (2) that is commercial in nature, and (3) that isn’t entirely domestic in scope. Government of Lao People’s Democratic Republic v. Baldwin, 2026 WL 2752349, at *6. The court explained that a petitioner didn’t have to prove those elements to establish jurisdiction: as long as its claim that the award fell under the Convention wasn’t frivolous, or made solely to obtain jurisdiction, the court “must assume jurisdiction and hear the merits.” Id. at *7 (quoting Al-Qarqani v. Chevron Corp., 8 F.4th at 1025). Lao PDR never contracted with Baldwin, Scott or Bridge Capital, but its petition alleged that they dominated the two award debtors so completely that “the separate corporate personalities of each ceased to exist.” Id. Baldwin and Bridge Capital hadn’t argued that the allegations were frivolous, and the court said their merits “are not for us to evaluate.” Id. That was enough to satisfy the first element. The relationship was commercial because it involved disputes over managing the casino, and it wasn’t purely domestic because Lao PDR is a foreign nation. Id. at *8.
• Enforcement of a foreign award was one proceeding, so the alter-ego question had to be decided in it. Baldwin and Bridge Capital’s second argument was that, even with jurisdiction, the district court could not consider an alter-ego theory in a proceeding to confirm an award, as distinct from a later action to enforce it. That was the district court’s reasoning too: relying on Orion, it held that “[t]he proper mechanism” was for Lao PDR “to bring a separate action.” Id. at *3. Lao PDR argued that the district court had misapplied that Second Circuit precedent. Id. at *4. The Ninth Circuit agreed with Lao PDR. It explained that under the New York Convention, a court asked to enforce an award made abroad recognizes and enforces it in a single proceeding, and that Orion, decided before the United States joined the Convention, didn’t require the creditor to bring a separate veil-piercing action. Id. at *4–5, *8. Because the awards were made in Singapore, the district court “was required to consider the merits of Lao PDR’s petition, including its alter-ego theory, in a single action.” Id. at *8. The court attributed the district court’s error to §207’s use of the word “confirm” and said that “the district court’s confusion was understandable.” Id.
• The district court’s order dismissing Baldwin and Bridge Capital was appealable. As a threshold matter, Baldwin and Bridge Capital asked the Ninth Circuit to dismiss the appeal, arguing that it lacked appellate jurisdiction because a dismissal for lack of subject-matter jurisdiction wasn’t an appealable interlocutory order. The court held that, because the district court did have jurisdiction, its order dismissing them functioned as a denial of Lao PDR’s petition to enforce, which 9 U.S.C. §16(a)(1)(D), as incorporated by §208, made immediately appealable. The district court had “incorrectly attached a jurisdictional label to what should have been a decision on the merits.” Id. at *9 (quoting Al-Qarqani v. Chevron Corp., 8 F.4th at 1027).

3. Devas v. Antrix

• Sovereign immunity: the FSIA’s arbitration exception had no U.S.-nexus requirement. On remand from the Supreme Court, the Ninth Circuit took up the alternative arguments Antrix had raised against confirmation, the first being that it was immune from suit. Because Antrix is wholly owned by India, it is treated as a foreign state under the FSIA and is immune from suit in U.S. courts unless an exception applies. The FSIA’s arbitration exception removes that immunity in an action “to confirm an award made pursuant to” an agreement to arbitrate with the foreign state, where the agreement concerns “a subject matter capable of settlement by arbitration under the laws of the United States” and the award “is or may be governed by a treaty . . . calling for the recognition and enforcement of arbitral awards,” such as the New York Convention. 28 U.S.C. §1605(a)(6); Devas Multimedia Private Ltd. v. Antrix Corp. Ltd., 2026 WL 2330570, at *3. The parties agreed that the action was brought to confirm an award governed by the New York Convention, so the dispute came down to the “subject matter” requirement. Antrix argued that its dispute with Devas, which concerned purely foreign commerce between two Indian companies, lacked any commercial nexus to the United States and so did not concern a subject matter capable of arbitration under U.S. law. The court rejected the argument on the text: the exception “contains no requirement that the underlying commerce that is the subject of the arbitration have a nexus with the United States,” while the FSIA’s commercial-activity exception does. Devas Multimedia Private Ltd. v. Antrix Corp. Ltd., 2026 WL 2330570, at *5. And because §203 deems a Convention proceeding to arise under U.S. law, the court reasoned, an award covered by the Convention concerned an arbitrable subject matter. Id. at *6.
• Personal jurisdiction was reasonable even assuming due process applied. The FSIA provides that personal jurisdiction over a foreign state exists whenever an exception to immunity applies and the state has been served, 28 U.S.C. §1330(b), and the Supreme Court had held that the statute required no separate minimum-contacts showing. Antrix argued that, even so, exercising personal jurisdiction over it would violate the Due Process Clause of the Fifth Amendment. Devas Multimedia Private Ltd. v. Antrix Corp. Ltd., 2026 WL 2330570, at *7. The Supreme Court’s decision in Fuld v. Palestine Liberation Organization, 606 U.S. 1, 16, 23–24 (2025), had declined to import the Fourteenth Amendment’s minimum-contacts test into the Fifth Amendment, without deciding whether the Fifth Amendment requires any reasonableness inquiry at all. Devas Multimedia Private Ltd. v. Antrix Corp. Ltd., 2026 WL 2330570, at *7. Assuming without deciding that Antrix was a “person” protected by the Fifth Amendment’s Due Process Clause, the court found jurisdiction reasonable under the three factors Fuld applied: the U.S. interest in honoring its treaty obligations, the modest burden on a sophisticated state-owned company, and Devas’s need for a forum that could reach U.S. assets. Id. at *7–8.
• Forum non conveniens had no place in a Convention proceeding. Antrix’s third argument was that the district court should have dismissed Devas’s petition under the doctrine of forum non conveniens, which lets a court decline a case that would more appropriately be heard elsewhere, in favor of litigation in India. Devas Multimedia Private Ltd. v. Antrix Corp. Ltd., 2026 WL 2330570, at *8. The district court had declined to dismiss on that ground. Id. at *4. Deciding a question of first impression in the circuit, the Ninth Circuit held that the doctrine “does not apply to an action to confirm a foreign arbitral award under the New York Convention.” Id. at *8. It reasoned first from the text: Article III requires each signatory to “recognize arbitral awards as binding and enforce them,” and Article V’s exclusive list of defenses doesn’t include an inconvenient forum. Id. The court added that, given the Convention’s purpose of unifying enforcement standards, “[a] discretionary, forum-by-forum defense to enforcement that would let each signatory state decline enforcement on convenience grounds is irreconcilable with the design of the Convention.” Id. The structure of an enforcement action led to the same place: forum non conveniens presupposes an adequate alternative forum, and only a U.S. court can reach a foreign state’s commercial property located here. Id. at *4, *9. Although Antrix was a state-owned company, the holding was stated without regard to who the respondent is, and the text-and-purpose reasoning applies equally to a private party; only the structural point was framed in terms of a foreign state’s U.S. assets. The court aligned itself with the D.C. Circuit’s decision in Tatneft v. Ukraine, 21 F.4th 829, 840 (D.C. Cir. 2021), and acknowledged that the Second Circuit reached a different result under the Panama Convention in Figueiredo Ferraz E Engenharia de Projeto Ltda. v. Republic of Peru, 665 F.3d 384, 391–92 (2d Cir. 2011), finding the dissent there “more persuasive.” Devas Multimedia Private Ltd. v. Antrix Corp. Ltd., 2026 WL 2330570, at *9 & n.8.

Holding

In Lao, the Ninth Circuit reversed the dismissal of Baldwin and Bridge Capital and remanded with instructions to consider the merits of Lao PDR’s petition to enforce, including its alter-ego theory as to Baldwin, Bridge Capital and Scott. It held that the district court had subject-matter jurisdiction under 9 U.S.C. §203, that §207’s “party to the arbitration” language wasn’t jurisdictional, and that the order was appealable under §16(a)(1)(D). Government of Lao People’s Democratic Republic v. Baldwin, 2026 WL 2752349, at *9. In Devas, the court affirmed as to subject-matter jurisdiction under the FSIA’s arbitration exception, 28 U.S.C. §1605(a)(6), personal jurisdiction, and forum non conveniens, which it held unavailable in an action to confirm a foreign award under the Convention. In a concurrently filed memorandum disposition, the court affirmed confirmation of the award and registration of the judgment as to Devas Multimedia America, Inc., reversed and vacated as to the Shareholder Intervenors’ standing to register the judgment, and remanded for the district court to address the effect of the Indian set-aside proceedings in the first instance. Devas Multimedia Private Ltd. v. Antrix Corp. Ltd., 2026 WL 2330570, at *10.

What to Watch

• The alter-ego merits on remand, and how much the district court will review. Lao settles where the alter-ego question gets decided, not how. As to the awards themselves, the district court’s review is narrow: it must enforce them unless an Article V ground is proved, and it can’t revisit the tribunals’ decisions. Whether Baldwin, Scott and Bridge Capital are bound by the awards is a different question, one the tribunals never decided, and the Ninth Circuit directed the district court to evaluate it on the merits. The opinion doesn’t say what law governs veil-piercing for companies incorporated in Macau and Aruba, what standard of proof applies, or whether the court may take evidence. Scott’s stayed motion to dismiss is also back in play.
• Defenses beyond jurisdiction. Whether the alleged alter egos can invoke Article V defenses, or §207’s other conditions such as its three-year deadline, wasn’t before the court. Personal jurisdiction remains a separate hurdle, as the Idaho dismissal shows.
• Annulment at the seat. The Lao awards survived set-aside in Singapore. The Devas award didn’t survive in India, and the Ninth Circuit left the effect of that annulment to the district court. Devas Multimedia Private Ltd. v. Antrix Corp. Ltd., 2026 WL 2330570, at *4 n.4, *10. Article V(1)(e) permits, but doesn’t require, a court to refuse enforcement of an award set aside at the seat, so that remand will address what an annulment does to a U.S. judgment already confirming the award.
• Forum non conveniens across circuits. The Ninth and D.C. Circuits agree that forum non conveniens isn’t available in proceedings to confirm foreign awards. The Second Circuit’s contrary Figueiredo decision arose under the Panama Convention, so this isn’t a clean split, but respondents, sovereign or private, may continue to press the difference. The Devas court also reserved whether a transfer between U.S. districts under 28 U.S.C. §1404 could be appropriate. Devas Multimedia Private Ltd. v. Antrix Corp. Ltd., 2026 WL 2330570, at *9 n.9.
• Further review. Absent rehearing petitions, petitions for certiorari would be due 90 days after judgment, on or about November 10, 2026, in Devas and December 16, 2026, in Lao.

What This Means for Resolving International Arbitration Disputes

An award against a thinly capitalized company typically carries a discount, because the creditor’s realistic path runs through a second lawsuit, in a court with personal jurisdiction over the alter egos, on a veil-piercing theory decided from scratch. Lao doesn’t remove the veil-piercing question, but it requires the creditor to raise it in the enforcement proceeding itself, against the people and affiliates alleged to stand behind the debtor. Devas offers another path: no respondent, whether a state-owned company or a private one, can use forum non conveniens to send the creditor to another country’s courts when the assets at issue are here, and a U.S. court is the only one that can reach them.

Where the debtor is a shell, the negotiation shifts from whether the award will ever be collected to what the owners’ own exposure is worth. Where the debtor has assets in the United States, sovereign or private, it shifts away from the forum and toward the narrow Article V defenses and, as in Devas, the status of the award at the seat. Those questions have more definable ranges, which gives both sides a firmer basis for valuing the award. The open issues, especially the alter-ego merits and the effect of an annulment at the seat, will still separate the parties’ numbers.

John Libby is an arbitrator, mediator, and settlement counsel with LibbyADR LLC. This post contains his own summaries of the decisions discussed, prepared for general informational purposes only. The summaries are not intended to be a complete statement of any court’s reasoning, nor should they be taken to indicate how he would rule as an arbitrator in any particular case. In addition, the summaries are not legal advice, nor should they be construed as legal advice. Readers should not act on these posts, but should review the decisions themselves and consult with legal counsel.