The arbitration case, Zeph Investments Pte Ltd v. Commonwealth of Australia (III), administered by the Permanent Court of Arbitration (PCA Case No. 2023-40), was an investor-state dispute initiated by a Singaporean company, Zeph Investments Pte Ltd (“Zeph”), against Australia. The claims were brought under Chapter 11 of the Agreement Establishing the ASEAN-Australia-New Zealand Free Trade Area (AANZFTA), with the proceedings governed by the 2021 UNCITRAL Arbitration Rules. The tribunal, composed of Gabrielle Kaufmann-Kohler (President), William Kirtley, and Donald McRae, ultimately declined jurisdiction over the dispute in its Award of 26 September 2025. The dispute originated from a complex history involving Australian mining company Mineralogy Pty Ltd, wholly owned by Australian magnate Clive Palmer. In late 2018 and early 2019, Mineralogy underwent a corporate restructure. This involved a New Zealand entity, Mineralogy International Limited (MIL), first acquiring Mineralogy, and then Zeph, a newly-incorporated Singaporean shell company, acquiring Mineralogy from MIL through a share swap. This restructure positioned Zeph as the indirect owner of Mineralogy’s significant iron ore assets in Western Australia (WA). The restructure took place against a backdrop of protracted commercial and legal battles between Mineralogy, the WA government, and Chinese state-owned enterprise CITIC. A key flashpoint was the WA Parliament’s enactment of the Iron Ore Processing (Mineralogy Pty. Ltd.) Agreement Amendment Act 2020 (“Amendment Act”), which legislatively nullified two domestic arbitration awards that had been rendered in Mineralogy's favour against the state of WA and terminated the related arbitration proceedings. In its Notice of Arbitration of 29 March 2023, Zeph alleged that this Amendment Act constituted a breach of Australia’s obligations under the AANZFTA, specifically Article 6 (fair and equitable treatment) and Article 9 (expropriation), and claimed damages in excess of USD 198 billion. Australia raised four preliminary objections to the tribunal's jurisdiction. The tribunal’s decision focused on the first two, which were intrinsically linked: (1) that Zeph was not a protected "investor" because it had not "made an investment" as required by the treaty; and (2) that Zeph held no protected "investment" because it had failed to make a contribution of economic resources or assume any risk. The tribunal undertook a detailed treaty interpretation analysis, concluding that Chapter 11 of the AANZFTA requires an investor to make a "contribution" of economic value to qualify for protection. It found that the treaty's language, particularly the repeated use of the verb "to make" an investment, connoted an active commitment of resources, distinguishing it from mere passive ownership or control of an asset. The tribunal then meticulously examined whether Zeph had, in fact, made such a contribution. It rejected all three of the Claimant's arguments on this point. First, regarding the share swap through which Zeph acquired Mineralogy, the tribunal found that Zeph was an empty corporate vehicle whose shares were valueless at the time of the transaction; therefore, it had contributed nothing of value. Second, the tribunal dismissed the claim of contribution through management, finding that the activities performed by individuals who were directors of both Zeph and Mineralogy were either standard shareholder actions or were conducted in their capacity as officers of Mineralogy, not as a contribution from Zeph. Third, the argument of contribution via reinvested returns was rejected on the basis that Zeph, as a shareholder, had no legal right to Mineralogy's profits until dividends were declared by Mineralogy's directors, which, for the most part, they were not. Concluding that Zeph had not made a contribution in any form, the tribunal held that Zeph was not an investor with a protected investment under the AANZFTA. Accordingly, it upheld Australia's first two jurisdictional objections and declined jurisdiction. The tribunal ordered Zeph to bear the full costs of the arbitration, amounting to EUR 835,048.25, and to reimburse Australia for its legal and other costs totaling AUD 12,903,184.10, plus interest.