Corporate Disputes and Arbitrability: A Jurisdictional Dilemma in Modern Arbitration Law

The question of arbitrability of corporate disputes has emerged as a critical issue at the intersection of company law and arbitration law, particularly in jurisdictions like India where statutory remedies and private dispute resolution mechanisms coexist. This article examines the evolving contours of arbitrability in the context of corporate disputes, with a specific focus on disputes arising out of shareholder agreements, oppression and mismanagement claims, and challenges to corporate actions. It analyses the traditional distinction between rights in rem and rights in personam, which has long served as the foundational test for determining arbitrability, and evaluates its continued relevance in complex corporate settings. The article argues that while contractual disputes among shareholders are generally amenable to arbitration, disputes that involve public law elements, affect third-party rights, or require remedies with Erga omnes effect often fall outside the scope of arbitral jurisdiction. Particular attention is given to the tension between the jurisdiction of statutory bodies such as National Company Law Tribunal and arbitral tribunals, especially in cases where overlapping claims are raised. Through a doctrinal analysis of judicial precedents and statutory provisions, the article highlights the inconsistencies and ambiguities that persist in determining the arbitrability of corporate disputes. The article concludes by suggesting the need for clearer legislative guidance and judicial coherence to reduce uncertainty and enhance the effectiveness of arbitration as a viable mechanism for resolving corporate disputes. It emphasizes that a calibrated approach to arbitrability can promote efficiency while safeguarding the integrity of corporate law frameworks.