A Primer On A Strategic U.S. Caribbean & South American Ally

Welcome to the last of our five-part blog series about Guyana, an American ally that has emerged as one of the fastest-growing economies in the world, driven by an oil boom that has transformed the country's economic trajectory. Click on the links to read Part 1, Part 2, Part 3, and Part 4.

Key Takeaways from Part 5 are:

• Guyana lacks a formal corporate governance framework and strong minority shareholder protections, making robust shareholder agreements and dispute resolution clauses essential for foreign investors.
• Recent reforms, including the Investment Act and updated arbitration laws, allow international arbitration under ICSID and other frameworks—providing U.S. investors with enforceable contract protections and clear jurisdictional options.
• Adhering to the Local Content Act, labor ethics, and environmental standards is critical not only for legal compliance but also for building trust with regulators and communities, reducing political risk, and safeguarding corporate reputation.

Corporate Structuring and Governance in Guyana

Guyana does not currently have a binding corporate governance code, and minority shareholder protections are relatively weak. Foreign investors must therefore structure joint ventures and other partnerships carefully, using shareholder agreements, board representation rights, and dispute resolution clauses to safeguard their interests.

Guyana's recent Investment Act and updates to the country's arbitration laws allow for international arbitration under the ICSID Convention and other recognized frameworks.¹ This legal flexibility gives U.S. investors additional tools to enforce contracts and resolve disputes, such as enforceable arbitration clauses and clear jurisdictional protections.

At the same time, engagement with local laws and expectations is essential. Compliance with the Local Content Act, ethical treatment of labor, and environmentally sustainable operations are increasingly viewed not just as legal requirements but as pillars of corporate reputation. Building goodwill with regulators and communities can also serve as a buffer against political risk.

Conclusion

Guyana represents a rare frontier investment opportunity, offering extraordinary growth potential in a rapidly modernizing economy. The government has taken notable steps to improve transparency, governance, and legal certainty, especially in the oil and gas sector. However, for American investors, success in Guyana requires a clear understanding of how U.S. legal frameworks intersect with local realities. From anti-corruption enforcement under the FCPA to complex international tax compliance and corporate structuring, the legal landscape is as dynamic as the economic one.

Investors who approach Guyana with robust compliance protocols, thoughtful legal structuring, and a commitment to transparency and responsible engagement will be best positioned to thrive. Guyana's future is unfolding rapidly, and for those who are able to navigate it, it holds exceptional promise. Nevertheless, a mass influx of growth, money, and development into a historically impoverished nation is often difficult and riddled with challenges, for locals and foreigners alike.

For inquiries about how you or your company's interests may be affected as you conduct business or operations in Guyana, please contact our Foley & Lardner team. Foley's attorneys specialize in international compliance, transactions, and litigation, as well as in matters related to Guyana and the surrounding region. Vanessa Singh Johannes, a Guyanese native, specializes in cross-border and government investigations, including FCPA, human trafficking, fraud, and money laundering matters. Other attorneys in Foley's Houston office are seasoned practitioners who specialize in acquisitions, divestitures, and financing of energy and infrastructure projects.

Footnote

1. See International Centre for Settlement of Investment Disputes, https://icsid.worldbank.org/.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.