New ICC Arbitration Rules Take Effect 1 June 2026: What Changes for M&A Deals

21.05.2026

On 21 May 2026, Claudia T. Salomon, President of the ICC International Court of Arbitration, presented the key amendments to the ICC Arbitration Rules at the Dispute Resolution in M&A Transactions conference in Warsaw.

The new Rules take effect in ten days — on 1 June 2026 — and apply to all requests for arbitration filed on or after that date.

For parties to M&A agreements containing an ICC arbitration clause, this affects how the procedural architecture of any future dispute needs to be structured.

What has changed

1. Super-expedited procedure — award within 3 months

A new opt-in procedure has been introduced: a final award is rendered within three months. The dispute is resolved solely on the basis of written submissions, with no hearing; the parties may agree to an award without reasons. Joinder and consolidation are not permitted. The procedure is being launched as a pilot project and, in the ICC's assessment, is most likely to be used in crypto and commodities transactions where speed of enforcement is critical.

2. Expedited Procedure threshold raised from $3M to $4M

The Expedited Procedure (EPP) now applies automatically to disputes not exceeding $4M under agreements signed on or after 1 June 2026. ICC statistics show that in 2025, more than 40% of all requests filed fell below this threshold. The core EPP framework remains unchanged: a sole arbitrator, a six-month deadline for the award, compressed procedural timelines, and lower cost rates.

3. Terms of Reference are no longer mandatory

Terms of Reference (ToR) — the document that historically defined the scope of the dispute and the procedural framework — are no longer a required step. The tribunal may draw up ToR at its discretion if it considers them useful. The EPP track provides a telling data point: out of more than 1,000 cases administered without mandatory ToR, fewer than 25 tribunals chose to prepare them.

The Case Management Conference (CMC) now takes on greater significance. It remains mandatory and must be held within 30 days of the file being transmitted to the tribunal. New claims after the first CMC require tribunal authorisation, which will be granted having regard to the stage of the proceedings and any cost implications.

4. Award deadlines — now set by the President of the ICC Court

The fixed six-month deadline for rendering a final award under Article 31 of the 2021 Rules is abolished. The deadline will now be set by the President of the ICC Court based on the procedural timetable or a reasoned request from the tribunal. This brings the Rules in line with actual practice, since that deadline was regularly extended in any event.

5. Emergency Arbitration — broader respondent scope

Emergency Arbitration (urgent interim or conservatory relief prior to the constitution of a tribunal) may now be initiated not only against signatories to the arbitration agreement. The President of the ICC Court may extend the procedure to any party in respect of which, based on the information in the application, a binding arbitration agreement may exist. This reflects the practice developed across 287 EA applications since the procedure was introduced in 2012.

Preliminary orders have been introduced: once an order is granted, the other parties are immediately given the right to be heard, and the Emergency Arbitrator may modify the order in light of their submissions. The Rules have been aligned with the UNCITRAL Model Law on

International Commercial Arbitration

6. Arbitrator disclosure — new mechanism

From the outset of the arbitration, each party is required to submit to the ICC Secretariat a list of persons and entities connected to the dispute, so that prospective arbitrators can identify potential conflicts of interest. Any doubt an arbitrator may have as to whether to disclose a fact must be resolved in favour of disclosure. At the same time, disclosure in and of itself does not establish a lack of independence or impartiality.

The Rules also now expressly impose a duty of confidentiality on arbitrators with respect to all matters relating to the arbitration.

What this means for M&A transactions

ICC arbitration is one of the most common dispute resolution mechanisms in cross-border M&A. The amendments affect several key terms of the deal.

The arbitration clause

Where a transaction is signed after 1 June 2026 and the amount in dispute does not exceed $4M, EPP applies automatically. In large-cap M&A this will rarely be triggered, but in disputes over representations and warranties or price adjustment mechanisms it is a realistic scenario. If the parties wish to exclude EPP, this must be expressly stated in the clause. The super-expedited three-month procedure works the other way around: it does not apply automatically and must be specifically opted into in the agreement.

Interim measures and deal protection

The extension of Emergency Arbitration to parties that did not directly sign the arbitration agreement is significant in structured M&A transactions: holding companies, SPVs, guarantors and other connected parties may now be drawn into emergency proceedings. This strengthens EA as a deal protection tool and at the same time increases exposure for group structures with multiple legal entities.
Preliminary orders allow a party to obtain interim relief before the other side is notified of the application. In an M&A context, this may matter where there is a risk of asset stripping or breach of lock-up obligations in the period between signing and closing.

Procedural dynamics in post-closing disputes

Removing mandatory ToR accelerates the start of arbitration, but shifts the burden to the CMC. In M&A disputes, where the scope of claims is often refined as post-closing audit work progresses, this means all claims must be clearly formulated by the first CMC. Failing that, tribunal authorisation will be required — and any delay will come at a cost in both time and money.

The new disclosure requirements regarding affiliated persons are particularly relevant for transactions involving PE funds, portfolio companies and investment structures: the list of connected parties can be extensive and should be prepared well in advance.

What to do now

1. Review existing and pipeline M&A agreements containing ICC clauses: consider whether EPP needs to be excluded or, conversely, whether the super-expedited opt-in procedure should be included.
2. For transactions signing after 1 June 2026, revisit standard arbitration clauses in light of the new thresholds and procedures.
3. Map the group structure from an Emergency Arbitration perspective: identify which entities could be drawn into emergency proceedings.
4. For ongoing or anticipated M&A disputes, adjust procedural strategy: formulate all claims ahead of the first CMC and prepare the list of affiliated persons in advance.

Author:  Inna Semenova.

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For questions on how the new ICC Rules apply to your transactions or existing arbitration clauses, please contact the REVERA team.