Leos v. MUFG

majority opinion

25-2652

Petróleos v. MUFG

In the

United States Court of Appeals

For the Second Circuit

August Term, 2025

(Argued: May 14, 2026 Decided: October 27, 2026)

Docket No. 25-2652

PETRÓLEOS DE VENEZUELA, S.A., PDVSA PETRÓLEO, S.A., PDV HOLDING, INC.,

Plaintiffs-Counter-Defendants-Appellants,

–v.–

MUFG UNION BANK, N.A., GLAS AMERICAS LLC,

Defendants-Counter-Claimants-Appellees. *

Before: NARDINI, LEE, and ROBINSON, Circuit Judges.

In 2016, Venezuela’s state-owned oil company, Petróleos de Venezuela, S.A

(“PDVSA”), offered a bond swap (“Exchange Offer”) through which holders of unsecured notes due in 2017 (the “2017 Notes”) could exchange their notes for new, secured notes due in 2020 (the “2020 Notes”). PDVSA pledged as collateral a controlling interest in CITGO Holding, Inc., which it owned through a series of

* The Clerk’s office is respectfully directed to amend the caption as reflected above. subsidiaries. Holders representing 39.4% of the outstanding principal on the 2017 Notes accepted the Exchange Offer. In October 2019, PDVSA defaulted when it failed to make scheduled principal and interest payments on the 2020 Notes, thereby raising the possibility that holders of the 2020 Notes might be able to proceed against the controlling interest in CITGO pledged as collateral in the Exchange Offer. All of these events occurred against the backdrop of domestic political turmoil in Venezuela and changes in the U.S. recognized leadership of the country and, in turn, of state-owned PDVSA.

In this action, Plaintiffs-Appellants PDVSA, PDVSA Petróleo, S.A., and PDV Holding, Inc. (collectively, “the PDV Entities”) sought a declaration that the Exchange Offer, including the 2020 Notes and the pledge of collateral comprising a controlling interest in CITGO, was void and is thus unenforceable, and they sought to enjoin enforcement of the 2020 Notes and pledge. They argue that under Article 150 of the Venezuelan Constitution, PDVSA lacked authority to execute the transaction without approval of Venezuela’s National Assembly. And they

contend that various resolutions passed by the National Assembly in 2016 and 2019 expressly disapproved of the transaction and thereby constituted sovereign acts that rendered the bond exchange void under the act-of-state doctrine. Creditor Defendants-Appellees disagreed.

On certified questions from this Court, the New York Court of Appeals

determined that, under New York law, the validity of the Exchange Offer is determined by Venezuelan law. On remand, the United States District Court for the Southern District of New York (Failla, J.) concluded on summary judgment that (1) Article 150 of the Venezuelan Constitution does not invalidate the Exchange Offer, and (2) the act-of-state doctrine, which bars courts from

invalidating certain official acts of foreign sovereigns, does not apply. The court entered a partial final judgment. This appeal followed, and we AFFIRM.

IGOR V. TIMOFEYEV, Paul Hastings LLP,

Washington, D.C. (Kurt W. Hansson, James L.

Ferguson, Zachary D. Melvin, Paul Hastings LLP,

New York, NY, on the brief), for Plaintiffs-CounterDefendants-Appellants Petróleos de Venezuela, S.A.

and PDVSA Petróleo, S.A.

MICHAEL J. GOTTLIEB, Willkie Farr & Gallagher

LLP, Los Angeles, CA (Erica L. Ross, Samuel G.

Hall, Kristin E. Bender, Willkie Farr & Gallagher

LLP, Washington, D.C.; Aaron E. Nathan, Willkie

Farr & Gallagher LLP, New York, NY; Alyxandra

Vernon, Willkie Farr & Gallagher LLP, San

Francisco, CA, on the brief), for Plaintiff-CounterDefendant-Appellant PDV Holding, Inc.

MASHA G. HANSFORD, Davis Polk & Wardwell

LLP, Washington, D.C. † ( Jeffrey J. Recher, Paul A.

Paterson, S. Conrad Scott, Joshua A. Altman, Paul,

Weiss, Rifkind, Wharton & Garrison LLP, New

York, NY; Kannon K. Shanmugam, ‡ Austin W.

Piatt, Paul, Weiss, Rifkind, Wharton & Garrison

LLP, Washington, D.C.; Christopher J. Clark,

Andrew J. Rodgers, Brian T. Burns, Clark Smith

Villazor LLP, New York, NY, on the brief), for

Defendants-Counter-Claimants-Appellees.

Adeel Mohammadi, Munger, Tolles & Olson LLP,

Los Angeles, CA; Donald B. Verrilli, Jr., Ginger D.

Anders, Nicole R. Allicock, Munger, Tolles &

Olson LLP, Washington, D.C., for Amicus Curiae

Bolivarian Republic of Venezuela, in Support of

Plaintiffs-Counter-Defendants-Appellants.

† Attorney Masha G. Hansford signed the brief for Defendants-Counter-Claimants-Appellees when she was with Paul, Weiss, Rifkind, Wharton & Garrison LLP in Washington, D.C., but joined Davis Polk & Wardwell LLP in Washington, D.C. prior to the oral argument.

‡Attorney Kannon K. Shanmugam joined Davis Polk & Wardwell LLP in Washington, D.C. after the brief was filed and before the Court’s oral argument.

ROBINSON, Circuit Judge:

In 2016, Venezuela’s state-owned oil company, Petróleos de Venezuela, S.A

(“PDVSA”), offered a bond swap (“Exchange Offer”) through which holders of

unsecured notes due in 2017 (the “2017 Notes”) could exchange their notes for

new, secured notes due in 2020 (the “2020 Notes”). PDVSA pledged as collateral

a controlling interest in CITGO Holding, Inc., which it owned through a series of

subsidiaries. Holders representing 39.43% of the outstanding principal on the 2017

Notes accepted the Exchange Offer.

In October 2019, PDVSA defaulted when it failed to make scheduled

principal and interest payments on the 2020 Notes, raising the possibility that

holders of the 2020 Notes might be able to assert their interest in the collateral on

those notes: a controlling interest in CITGO. All of these events occurred against

the backdrop of domestic political turmoil in Venezuela and changes in the U.S.

recognized leadership of the country and, in turn, of state-owned PDVSA.

In this action, Plaintiffs-Appellants PDVSA, PDVSA Petróleo, S.A., and PDV

Holding, Inc. (collectively, “the PDV Entities”) seek a declaration that the

Exchange Offer, including the 2020 Notes and the pledge of an interest in CITGO

as collateral, was void and is thus unenforceable, and they seek to enjoin enforcement of the 2020 Notes or execution against any claimed security interest

in CITGO.

The PDV Entities argue that PDVSA lacked authority to execute the

Exchange Offer because Venezuela’s National Assembly did not approve the

transaction as required under Article 150 of the Venezuelan Constitution, which

requires National Assembly approval for “national public interest contracts.”

VENEZUELA CONST. Article 150, App’x 442. 1 And they contend that various

resolutions passed by the National Assembly in 2016 and 2019 expressly

disapproved of the Exchange Offer and thereby constituted sovereign acts that

rendered the transaction void under the act-of-state doctrine. The creditors,

Defendants-Appellees in this appeal, disagreed.

On certified questions from this Court, the New York Court of Appeals

determined that, under New York law, the validity of the Exchange Offer is

determined by Venezuelan law. On remand, the United States District Court for

the Southern District of New York (Failla, J.) concluded on summary judgment

that (1) Article 150 of the Venezuelan Constitution does not invalidate the

Exchange Offer, and (2) the act-of-state doctrine, which bars courts from

1All translations from the original Spanish texts throughout this opinion have been provided by the parties.

invalidating certain official acts of foreign sovereigns, does not apply. The court

entered a partial final judgment. This appeal followed, and we AFFIRM.

BACKGROUND 2

I. Factual Background

A. The Parties

Appellant PDV Entities comprise the issuer, guarantor and pledgor in

connection with the 2020 Notes. PDVSA, Venezuela’s wholly-state-owned oil

company, issued the 2020 Notes. PDVSA Petróleo S.A., a wholly owned

subsidiary of PDVSA incorporated in Venezuela, is the guarantor of the 2020

Notes. PDV Holding, Inc. is a wholly owned subsidiary of PDVSA incorporated

in Delaware with its principal place of business in Texas. PDV Holding is the sole

owner of CITGO Holding, Inc., which in turn owns CITGO Petroleum

Corporation, a refiner and marketer of petroleum products in the United States.

PDV Holding, as pledgor, pledged 50.1% of its equity interest in CITGO Holding

as security for the 2020 Notes. Non-parties CITGO Holding and CITGO Petroleum

are incorporated in Delaware and maintain their principal places of business in

Texas.

2 This account is drawn from the summary judgment record and is essentially undisputed.

Appellees are MUFG Union Bank, N.A. and GLAS Americas LLC

(collectively, “Creditors”). MUFG Union Bank is a federally chartered national

banking association with offices in New York City. It serves as the Trustee for the

2020 Notes. GLAS Americas is a New York limited liability company that serves

as the Collateral Agent for the 2020 Notes.

B. The Venezuelan Constitution

Two related provisions of the Venezuelan Constitution frame the central

issue in this appeal. Article 150 requires National Assembly approval of “national

public interest contracts.” As relevant to this case, the provision reads:

The execution of national public interest contracts shall

require the approval of the National Assembly in those

cases in which such requirement is determined by law.

No municipal, state or national public interest contract

shall be executed with foreign States or official entities,

or with companies not domiciled in Venezuela, or shall

be transferred to any of them without the approval of the

National Assembly.

VENEZUELA CONST. Article 150, App’x 442. Article 187 enumerates some of the

powers of the National Assembly, including the power to authorize the National

Executive to execute contracts of national interest. The relevant portion states:

It is the role of the National Assembly to: . . . Authorize

the National Executive to enter into contracts of national

interest, in the cases established by law. Authorize

contracts of municipal, state and national public interest,

with States or official foreign entities or with companies

not domiciled in Venezuela.

VENEZUELA CONST. Article 187(9), App’x 442–43. The terms “contracts of national

public interest” and “contracts of national interest” are not defined. Id.

C. The Exchange Offer

In 2007, PDVSA issued $3 billion in notes, with periodic interest payments

through the term of the notes, and the entire principal amount due in April 2017.

In 2010 and 2011, PDVSA issued a combined $6.15 billion in notes that similarly

provided for periodic interest payments, with the principal due in installments on

set dates in 2015–2017. Together these notes comprise the 2017 Notes. The 2017

Notes were denominated in U.S. dollars.

After the 2017 Notes were issued, crude oil prices fluctuated, dropping

significantly from 2014 to 2016. PDVSA’s credit ratings by Moody’s, Fitch, and

S&P likewise deteriorated between the time the 2017 Notes were issued and 2016.

As of September 2016, the outstanding principal balance on the 2017 Notes

exceeded $7 billion. In September 2016, the PDVSA Board approved the Exchange

Offer: a proposed bond exchange through which holders of the 2017 Notes could

tender their notes in exchange for new notes with the principal due in 2020—that

is, the 2020 Notes. In contrast to the unsecured 2017 Notes, pursuant to the

Exchange Offer the 2020 Notes were to be secured with a 50.1% equity interest in

CITGO Holding.

PDVSA’s Board approved the Exchange Offer on September 7, 2016, in

accordance with applicable corporate formalities, including approval by PDVSA’s

sole shareholder, the Venezuelan Government, on September 8, 2016. The PDVSA

Petróleo Board and PDV Holding Board likewise approved the guarantee and

CITGO pledge, respectively. PDVSA announced the Exchange Offer in a

September 16, 2016, offering circular filed with the U.S. Securities and Exchange

Commission. The offer expired on October 21, 2016.

Noteholders representing approximately 39% of the aggregate outstanding

principal on the 2017 Notes accepted the offer. The Exchange Offer closed, and

PDVSA issued the 2020 Notes on October 28, 2016. The relevant documents for

the closed transaction, referred to collectively as the “Governing Documents,” are

the 2020 Notes, the Indenture, 3 and the Pledge Agreement (“the Pledge”). 4

3 The Indenture was executed by (i) PDVSA, as issuer, (ii) PDVSA Petróleo, as guarantor, (iii) MUFG Union Bank, as trustee, (iv) GLAS Americas, as collateral agent, (v) Law Debenture Trust Company of New York, as registrar, transfer agent, and principal paying agent, and (vi) Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg paying agent.

4The Pledge Agreement was between PDV Holding as pledgor, PDVSA as issuer, PDVSA Petróleo as guarantor, GLAS Americas as collateral agent, and MUFG Union Bank as trustee.

Beneficial owners of the 2017 Notes who accepted the Exchange Offer were

required to tender their 2017 Notes through one of two European clearing banks

or the Depository Trust Company (“DTC”), incorporated and with a principal

place of business in New York. The 2020 Notes issued in exchange for 2017 Notes

were issued through a number of Global Notes registered in the name of Cede &

Co. as nominee of the DTC. Cede & Co. is a general partnership organized under

New York law with its principal place of business in New York, New York. The

2020 Notes are deposited in New York with the Law Debenture Trust Company

of New York, as custodian for the DTC, the depository under the Indenture. The

collateral security interest in 50.1% of CITGO Holding is held by GLAS as a

physical stock certificate in a vault located in New York.

D. Political Turmoil in Venezuela

The Exchange Offer and its aftermath played out in the context of intense

political conflict within Venezuela. Prior to 2015, the President of Venezuela was

Nicolás Maduro. Following the elections of December 2015, the country’s

legislature, the National Assembly, was controlled by a coalition of opposition

parties. Maduro and the National Assembly hotly disputed their respective

constitutional powers.

In early May 2016, Maduro declared a “State of Exception and Economic

Emergency” and claimed a number of powers, including the right to unilaterally

execute public interest contracts. In response, the National Assembly passed the

May 2016 Resolution.

The May 2016 Resolution explicitly invoked the National Assembly’s

powers under Articles 150 and 187 of the Venezuelan Constitution, and (1) rejected

the provision of Maduro’s emergency decree that purported “to authorize the

National Executive to sign contracts of public interest, without the approval of the

National Assembly”; (2) “warn[ed] that any activity carried out by an organ that

usurps the constitutional functions of another public authority is null and void”;

(3) “remind[ed] that . . . contracts of national . . . public interest concluded

by . . . the National Executive . . . without the approval of the National

Assembly . . . shall be null and void in their entirety”; and (4) instructed that the

resolution be circulated to foreign embassies to inform them about the nullity of

public interest contracts executed without legislative approval. App’x at 646–48.

Then in September, shortly after PDVSA announced the Exchange Offer, the

National Assembly passed a resolution “categorically” rejecting the pledge of a

controlling interest in CITGO as collateral. App’x 114–16. The September 2016

resolution invoked the National Assembly’s authority under Article 187 of the

Constitution and specifically its power to obtain information about transactions

that commit PDVSA’s assets as collateral, and resolved in relevant part:

First. To summon citizen Eulogio del Pino, President of

Petróleos de Venezuela SA, to appear before this

National Assembly to explain the terms of this bond

swap transaction, based on offering the majority of Citgo

Holding Inc. shares as collateral.

Second. To reject categorically that, within the swap

transaction, 50.1% of the shares comprising the capital

stock of Citgo Holding Inc. are offered as a guarantee

with priority, or that a guarantee is constituted over any

other property of the Nation.

Third. To urge the Public Ministry to open an

investigation to determine if the current transaction

protects the National Property, in accordance with

articles 187, section 9, 302 and 303 of the Constitution of

the Bolivarian Republic of Venezuela.

Fourth. To urge Petróleos de Venezuela S.A. to present

the Country with a plan for the refinancing of its financial

commitments and a recovery plan for the oil industry

over the short- and medium-term.

App’x 115.

After the Exchange Offer was completed, the political turmoil in Venezuela

continued. Maduro claimed he won the country’s presidential election in 2018,

but the National Assembly disputed the legitimacy of that election. On January

15, 2019, it declared that Juan Guaidó—the National Assembly President—would

assume the role of Interim President of Venezuela. After Juan Guaidó was sworn

in as Interim President, U.S. President Donald Trump recognized Guaidó as

Interim President, calling the National Assembly the “only legitimate branch of

government duly elected by the Venezuelan people.” App’x 2048. The U.S.

National Security Advisor likewise described the 2018 Venezuelan presidential

election as “not free, fair or credible.” App’x 2055.

In the months following the election fallout, the National Assembly took

two more steps relevant to this appeal. In February 2019, it enacted a statute under

which Interim President Guaidó appointed a new ad hoc board of directors for

PDVSA (“Ad Hoc Board”). The Ad Hoc Board was recognized in the United States

as the governing body of PDV Entities.

In October 2019, the National Assembly passed a resolution purporting to

“ratify” that the 2020 Notes violated the Venezuelan Constitution. App’x 124. The

October 2019 Resolution states that the National Assembly had, in the September

2016 Resolution, “rejected the collateral of 50.1% of the shares in [CITGO.]” App’x

122. It further notes that, “following the investigations conducted in coordination

with the Office of the Special Prosecutor, it was concluded that the 2020 Bond

indenture is a national public contract that should have been authorized by the

National Assembly, in accordance with Article 150 of the Constitution.” App’x

124. Accordingly, the National Assembly resolved, among other things: “[t]o

ratify that the 2020 Bond indenture violated Article 150 of the Constitution of the

Bolivarian Republic of Venezuela, since it concerned a national public contract,

executed with foreign companies, which was not authorized by the National

Assembly.” App’x 124.

Though the Ad Hoc Board appointed by Guaidó made the scheduled

payment on the 2020 Notes in April 2019, it reserved its rights and stated that the

payment “cannot be regarded as a ratification or confirmation by the National

Assembly or by the Government of the Acting President Juan Guaidó of the

validity of the 2020 PDVSA Bond in accordance with Venezuelan Law.” App’x

2013. In October 2019, PDVSA did not make its scheduled principal and interest

payments, leading to this lawsuit.

II. Procedural Background

The PDV Entities sued the Creditors in October 2019, seeking declarations

that the Governing Documents—the 2020 Notes, Indenture, and Pledge

Agreement, were invalid, illegal, null and void ab initio—meaning from the outset,

and they thus are unenforceable. The PDV Entities also sought an injunction to

prevent the Creditors from enforcing any remedies under the Governing

Documents or exercising any rights or remedies under the Indenture or Pledge

Agreement arising from the default. The Creditors counterclaimed, seeking their

own declaratory judgment that the Governing Documents were enforceable, and

raising, among others, breach-of-contract claims.

A. PDVSA I

The parties then filed cross-motions for summary judgment. The PDV

Entities asserted the Governing Documents were invalid for two reasons. First,

they asserted that the district court was required by the act-of-state doctrine to

accept and give effect to the acts of the National Assembly purporting to reject and

invalidate the use of CITGO as collateral for the Exchange Offer. Second, they

argued that New York choice-of-law principles required the district court to apply

Venezuelan law to determine the validity of the 2020 Notes and that the Notes

were void under Venezuelan law because the Exchange Offer was a national

public interest contract and PDVSA issued the Exchange Offer without National

Assembly approval. Petroleos de Venezuela S.A. v. MUFG Union Bank, N.A., 495 F.

Supp. 3d 257, 261 (S.D.N.Y. 2020) (“PDVSA I”).

Because the PDV Entities raised the act-of-state doctrine, the court invited

the U.S. Government to submit its views to the court as to whether “recognition of

the National Assembly’s denunciation and invalidation of the 2020 Notes would

be consistent with the law and policy of the United States.” Id. at 268. 5 The U.S.

Government declined to take a position because, in its view, there were

“unresolved questions of fact and of Venezuelan law antecedent to the possible

applicability” of the act-of-state doctrine. App’x 3270. The Government noted that

it was effectuating its foreign policy interests in part through the Office of Foreign

Asset Control’s implementation of the U.S. Sanctions regime. 6

The district court ruled for the Creditors on both issues. It first concluded

that the act-of-state doctrine did not apply. See PDVSA I, 495 F. Supp. 3d at 270. It

reasoned that the three resolutions were “official acts of a foreign sovereign,”

namely, Venezuela. Id. at 271. But it concluded that, to the extent the resolutions

sought to invalidate the 2020 Notes and Pledge, any resulting taking took place

outside of Venezuela. Id. at 280. Accordingly, there was no basis for mandatory

5 In quotations from caselaw, this opinion omits all internal quotation marks, footnotes, and citations, and accepts all alterations, unless otherwise noted.

6 In 2018, President Trump issued Executive Order 13835 prohibiting transactions “related

to . . . the sale, transfer, assignment, or pledging as collateral by the Government of Venezuela of any equity interest in any entity in which the Government of Venezuela has a 50 percent or greater ownership interest.” Prohibiting Certain Additional Transactions with Respect to Venezuela, 83 Fed. Reg. 24001, § 1(a)(iii) (May 21, 2018). The Office of Foreign Assets Control has repeatedly extended the effective date of a license that would allow transactions relating to the sale or transfer of CITGO shares in connection with the 2020 Notes notwithstanding this Executive Order. It most recently postponed the effective date of such license until November 5, 2026. U.S. Department of the Treasury, Office of Foreign Assets Control, Venezuela Sanctions, 595. What does Venezuela-related General License 5Z authorize? (Sept. 16, 2026), https://perma.cc/W9FT-DK5Q. Accordingly, at least until November 5, 2026, the Executive Branch has constrained Creditors’ ability to execute on any judgment against the CITGO shares without further license.

application of the act-of-state doctrine. Id. at 281. Given that the United States

expressly declined to take a position on the matter and the substantial U.S.

interests “in stabilizing financial markets, protecting the expectations of creditors,

and maintaining New York’s status as a preeminent global commercial center,”

the district court concluded that “the law and policy of the United States” did not

support permissive application of the doctrine. Id. at 282–83.

As to the argument that the Exchange Offer and resulting Governing

Documents were void under Venezuelan law, the district court concluded that

New York choice-of-law rules required application of New York law, not

Venezuelan law. Id. at 283. The court ruled that any failure to comply with

Article 150 of the Venezuelan Constitution was thus “irrelevant” to the

enforceability of the Governing Documents. Id. at 292. The district court certified

partial summary judgment in favor of the Creditors. Id. at 293.

B. PDVSA II

Following the PDV Entities’ appeal to this Court, we issued a decision

certifying questions to the New York Court of Appeals. Petróleos de Venezuela S.A.

v. MUFG Union Bank, N.A., 51 F.4th 456, 475–76 (2d Cir. 2022) (“PDVSA II”). We

explained that the “resolution of the New York choice-of-law issues is a necessary

antecedent to the potential application of the act-of-state doctrine in this case,” and

that we could not predict with confidence whether, under New York choice-oflaw principles, New York or Venezuelan law applies in assessing the validity of

the Governing Documents. Id. at 466, 474. We thus certified to the New York

Court of Appeals two questions regarding New York choice-of-law principles in

this context. Id. at 475–76.

C. PDVSA III and IV

The New York Court of Appeals accepted the certification request and

answered the questions. It held that “[m]atters going to the validity of the security

at issue here, that is the 2020 Notes, are governed by the law of Venezuela—i.e.,

the local law of the issuer’s jurisdiction under UCC 8-110(a)(1).” Petróleos de

Venezuela S.A. v. MUFG Union Bank, N.A., 41 N.Y.3d 462, 473 (2024) (“PDVSA III”).

It thus concluded that “determining whether the securities issued by these

Venezuelan entities are valid requires analysis of article 150 and related provisions

of the Venezuelan Constitution.” Id. at 477.

We accordingly vacated the district court’s judgment and remanded for the

court to evaluate in the first instance the validity of the Governing Documents

under Venezuelan law. Petróleos De Venezuela S.A. v. MUFG Union Bank, N.A., 106

F.4th 263, 268 (2d Cir. 2024) (“PDVSA IV”). We also declined to take up the PDV

Entities’ act-of-state argument. Id. at 269. We noted only, in accord with PDVSA

II, that the district court need not consider the act-of-state doctrine if the Exchange

Offer was invalid under Venezuelan law. Id. at 270.

D. PDVSA V

On remand, both parties filed with the district court supplemental materials

in support of their respective motions for summary judgment. The Bolivarian

Republic of Venezuela (the “Republic”) filed another amicus, or friend-of-thecourt, brief as well. And the district court solicited updated input from the United

States.

In its ruling on the parties’ motions, the district court made two key

determinations. Petróleos de Venezuela, S.A. v. MUFG Union Bank, N.A., No. 1:19-cv-10023, 2025 WL 2675871, at *1 (S.D.N.Y. Sept. 18, 2025) (“PDVSA V”). First, it

concluded that the Governing Documents are valid under Venezuelan law. Id. at

*27. Following a 2002 decision of the Constitutional Chamber of the Venezuelan

Supreme Tribunal of Justice, the district court explained that only contracts

entered into by “competent organs of the National Executive,” could be national

public interest contracts. Id. at *16. It then explained that PDVSA is part of the

Decentralized Public Administration of Venezuela and thus is not among the

entities subject to the relevant Article 150 stricture. Id. at *18–20. In reaching this

conclusion, the court declined to give conclusive weight to the Republic of

Venezuela’s position that the Governing Documents were national public interest

contracts. Id. at *24–25. Second, the court again ruled that the act-of-state doctrine

does not apply. Id. at *29.

The district court thus entered partial summary judgment for the Creditors

and certified that judgment as final. 7 The PDV Entities appealed. 8

7This is not the only litigation involving PDVSA’s interest in CITGO. In 2019, the Third Circuit approved the issuance of a writ of attachment in favor of a creditor of Venezuela who sought to collect its arbitration award against Venezuela by executing against PDVSA’s ownership interest in PDV Holding. See Crystallex Int’l Corp. v. Bolivarian Republic of Venezuela, 932 F.3d 126 (3d Cir. 2019). Since 2020, the District of Delaware (Stark, J.) has “undertaken the challenging and complex task of developing and implementing a process for the sale of a multi-billion-dollar oil company [PDV Holding] owned by a foreign state unwilling to part with it, where the asset is subject to U.S. sanctions.” Crystallex Int’l Corp. v. Bolivarian Republic of Venezuela, No. MC 17-151, 2025 WL 3281353, at *59 (D. Del. Nov. 25, 2025). Most recently, that court approved a Special Master’s recommendation for the sale of PDV Holding and resolution of the claims of Crystallex and the various other judgment creditors who have sought to execute against those assets. Id. at *60. The plan commits over $2 billion to extinguish at least two-thirds of the 2020 Notes. Id. The district court’s approval of the sale is on appeal to the Third Circuit, with oral argument set for October 21, 2026.

8 Since that time, the United States arrested and indicted former President Maduro and subsequently recognized the government of former Vice President Delcy Rodríguez. Neither the United States, nor the now recognized government of President Delcy Rodríguez, has filed anything with this Court indicating that the changed diplomatic relations between the United States and Venezuela should impact our analysis as to PDVSA’s position in this litigation. Nor has either government offered any information as to whether the friend-of-the-court brief filed by the Bolivarian Republic of Venezuela at a time when the National Assembly was recognized as the “only legitimate branch of government duly elected by the Venezuelan people,” App’x 2048, reflects the position of the currently recognized Venezuelan government. Thus, for purposes of this decision, we assume without deciding that these more recent events have no bearing on our analysis.

DISCUSSION

As they did before the district court, the PDV Entities argue that the

Governing Documents, including the 2020 Notes, are void under Article 150 of the

Venezuelan Constitution because the National Assembly did not approve the

transaction. And the PDV Entities contend that even if the documents were not

void, the act-of-state doctrine obliges us to give effect to the National Assembly’s

resolutions as acts of a foreign sovereign.

We review without deference the district court’s ruling on a motion for

summary judgment. See NML Capital v. Republic of Argentina, 621 F.3d 230, 236 (2d

Cir. 2010). Summary judgment is proper when there are no genuine disputes of

material fact and the movant is entitled to judgment as a matter of law. Fed. R.

Civ. P. 56(a); see Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 247–48 (1986).

I. Validity of the Governing Documents under Venezuelan Law

The district court’s decision about the meaning of foreign law is a question

of law, which we review without deference to the district court. In re Vitamin C

Antitrust Litigation, 8 F.4th 136, 142 (2d Cir. 2021). In interpreting and applying

Venezuelan law, we “may consider any relevant material or source,” Fed. R. Civ.

P. 44.1, including the expert reports and declarations submitted by the parties to

the district court and arguments by amici. See Animal Science Products, Inc. v. Hebei

Welcome Pharmaceutical Co. Ltd., 585 U.S. 33, 42 (2018). We “accord respectful

consideration” to a foreign government’s statement of the meaning of its laws, but

we are “not bound to accord [it] conclusive effect.” Id. at 36.

The parties have made extensive submissions in this case, including dueling

expert reports and declarations, primary source materials, and volumes of

academic writings on the meaning of “national public interest contracts” in the

Venezuelan Constitution. The PDV Entities put forth Professor Allan R. BrewerCarías, one of the drafters of Article 150, and Professor José Araujo-Juárez, an

author of a treatise on Venezuelan administrative law. The Creditors put forth

Professor Doe and Dr. Roe, whose identities are known to the Court but withheld

in the interest of their safety. PDVSA V, 2025 WL 2675871, at *8. Considering these

sources, we examine the structure of the Venezuelan government and law, post1999 decisions of the Constitutional Chamber specifically addressing Article 150,

other potentially relevant statutes, past National Assembly practice with respect

to PDVSA contracts, and the views of the Republic of Venezuela.

A. Structure of Venezuelan Government and Law

The Bolivarian Republic of Venezuela “is a federal, decentralized State,”

with power distributed between municipalities, states, and the nation.

VENEZUELA CONST. Articles 4, 136, App’x 962, 965. The national power is “divided

into Legislative, Executive, Judicial, Citizen, and Electoral Powers.” VENEZUELA

CONST. Article 136, App’x 965. Within the national executive power, there is a

“Central Public Administration” and the “Decentralized Public Administration.”

The Central Public Administration consists of the “organs” of government itself

such as the President, Ministers, and agencies, while the Decentralized Public

Administration is made of “entities” such as public corporations and state-owned

enterprises. All parties here agree that PDVSA is a distinct entity within the

Decentralized Public Administration.

Venezuela has a civil law legal system, with a Constitution, statutes, and

regulations. If there are conflicts, the Constitution supersedes statutes, and

statutes supersede regulations. The current Constitution was adopted in 1999. It

provides that the Constitution is “the supreme law and the foundation of the legal

system,” such that all “persons and bodies that exercise Public Power are subject

to this Constitution.” VENEZUELA CONST. Article 7, App’x 962.

In Venezuela, in accord with the civil law tradition, most judicial decisions

are not authoritative or binding sources of law with precedential effects for future

cases. However, the Constitution itself contains an exception to this rule: the

Supreme Court of Justice “shall be the supreme and ultimate interpreter of the

Constitution and shall see to the uniform interpretation and application thereof,”

and “[i]nterpretations established by the Constitutional Chamber concerning the

contents or scope of Constitutional rules and principles are binding on the other

Chambers of the Supreme Court of Justice and on any other courts of the

Republic.” VENEZUELA CONST. Article 335, App’x 972.

This power to create binding precedent was established for the first time in

the 1999 Constitution; previously, no judicial decisions from Venezuelan tribunals

were precedential. Under this 1999 Constitution, the decisions of the

Constitutional Chamber have precedential weight in the other five chambers of

the Supreme Tribunal of Justice and in any other court in Venezuela.

B. Article 150 and the Constitutional Chamber

The text of the Venezuelan Constitution alone does not definitively resolve

the dispute before us. As noted above, Article 150 provides in relevant part:

The execution of national public interest contracts shall

require the approval of the National Assembly in those

cases in which such requirement is determined by law.

No municipal, state or national public interest contract

shall be executed with foreign States or official entities,

or with companies not domiciled in Venezuela, or shall

be transferred to any of them without the approval of the

National Assembly.

VENEZUELA CONST. Article 150, App’x 442. See also VENEZUELA CONST. Article

187(9), App’x 442–43 (providing that the role of the National Assembly includes

authorizing “contracts of municipal, state and national public interest, with States

or official foreign entities or with companies not domiciled in Venezuela”).

Neither Article 150 nor Article 187(9) defines “public interest contract,” and

neither provision on its face explains what makes a public interest contract a

“national public interest contract” such that National Assembly approval is

required when such contract is executed with foreign states, official entities, or

companies not domiciled in Venezuela. VENEZUELA CONST. Articles 150, 187(9),

App’x 442–43 (emphasis added).

We thus review the relevant cases decided by the Constitutional Chamber

post-1999 to evaluate the meaning of “national public interest contract” under the

Venezuelan Constitution.

i. Andrés Velásquez

The key case at issue is Andrés Velásquez, which the Chamber quoted and

relied on at length in each of the subsequent three cases discussed below. See El

Tribunal Supremo de Justicia Sala Constitucional [TSJ] [Supreme Tribunal of

Justice] No. 2241 Andrés Velásquez y otros [Andrés Velásquez and others], Sept.

24, 2002 (Venez.); App’x 2101. In Andrés Velásquez, in 2002, the Constitutional

Chamber considered a constitutional challenge to a provision of a Financial

Administration Law that purported to allow the National Executive to enter into

financing agreements without obtaining specific prior approval from the National

Assembly. The challenged law provided that the National Executive “shall

proceed to perform public credit transactions . . . and shall periodically inform the

National Assembly.” App’x 2102. Because the law purported to require only afterthe-fact notice to the National Assembly rather than specific prior approval, the

plaintiffs challenged this law as unconstitutional under Articles 150 and 187(9) of

the Venezuelan Constitution.

Considering these two provisions, the Constitutional Chamber explained

that for national public interest contracts, the National Assembly’s approval “must

be granted prior to entering into the national . . . public interest contract . . . so that

the contract to be entered into may be recognized as valid.” App’x 2114–15.

Considering the meaning of “national public interest contract” the Constitutional

Chamber explained that Article 150 “clearly established the genus-species

relationship that exists between the concept of public interest contract and the

concepts of national, state and municipal public interest contracts in which the

determining factor would be the participation of the Republic, the States or the

Municipalities.” App’x 2116. Focusing specifically on the meaning of national

public interest contract, the Chamber stated, in its role as “maximum and ultimate

interpreter of the Constitution,” that “contracts concluded by the Republic

through the competent organs of the National Executive to do so and whose

purpose is determinant or essential to accomplishing the purposes and objectives

of the Venezuelan State would be included within the species of national public

interest contracts.” App’x 2116–17. It then explained that public credit

transactions were “susceptible of being qualified as national public interest

contracts” because they could involve contracts “by the Republic, with States,

foreign official entities or companies not domiciled in Venezuela.” App’x 2117.

Applying that rule to the case before it, the Constitutional Chamber

concluded that the challenged law could not authorize transactions involving

“national public interest contracts with States or foreign official entities or

companies not domiciled in Venezuela” without prior National Assembly

approval “since in those cases the application of the prior control or authorization

by the National Assembly is inescapable.” App’x 2119.

The parties intensely dispute the importance of this case. The Creditors say

the rule from it is clear: “contracts concluded by the Republic through the competent

organs of the National Executive” which also meet other criteria are national

public interest contracts. Appellee’s Brief at 21 (emphasis added) (citing App’x

2116–17). The implication, in Creditors’ view, is that contracts concluded by

entities such as PDVSA, which is not a “competent organ[] of the National

Executive,” App’x 2116, cannot be national public interest contracts.

The PDV Entities, on the other hand, emphasize that Andrés Velásquez does

not address contracts executed by state-owned enterprises in the Decentralized

Public Administration. In the PDV Entities’ view, the Chamber’s emphasis in

Andrés Velásquez on the participation of the Republic was focused on

distinguishing national public interest contracts from state or municipal public

interest contracts, and the Chamber’s analysis does not exclude contracts executed

by state enterprises from the universe of national public interest contracts. The

PDV Entities further argue that the decision is not binding, or that it is not binding

on this purported point of law.

From the decisions that follow, it is clear that the Constitutional Chamber

treats the Andrés Velásquez decision as binding and authoritative on the core issue

of the case—the meaning of national public interest contracts. 9 And we are

9 Prior to this case, the PDV Entities’ expert Professor Brewer-Carías also accepted that Andrés Velásquez was binding, and he argued that it “inconveniently restricted the notion of a ‘public interest contract’ . . . to cover only those contracts concluded by the Republic.” Allan Randolph Brewer-Carías, Nuevas Consideraciones Sobre el Régimen Jurídico de los Contratos del Estado en

persuaded that the Constitutional Chamber determined that national public

interest contracts are those executed by the Republic, or competent organs thereof,

not by state-owned entities in the Decentralized Public Administration.

We are mindful of the risks of assigning too much significance to a single

statement in a court decision, especially a translated statement. But the Chamber

repeatedly includes language in the Andrés Velásquez decision that indicates that

the Republic or an organ thereof, rather than an entity, must be a party for a

contract to be a national public interest contract. For example, the Chamber states

that: the approval of the National Assembly is required when “the

Republic . . . through the National Executive, executes contracts

with . . . companies not domiciled in Venezuela,” App’x 2114; “the determining

factor [is] the participation of the Republic,” App’x 2116; and “contracts concluded

by the Republic through the competent organs of the National Executive to do

Venezuela, VIII Jornadas Internacionales de Derecho Administrativo (2006), at Tr. Dkt. 84-9; see also Allan Randolph Brewer-Carías, Sobre los Contratos del Estado en Venezuela, 6 Revista Mexicana Statum Rei Romanae de Derecho Administrativo (2011), at Tr. Dkt. 84-10; Allan Randolph Brewer-Carías, La Contratación Pública en Venezuela, Tratado General de los Contratos Públicos (2013), at Tr. Dkt. 84-11; Allan Randolph Brewer-Carías, Administrative Law in Venezuela (2015), at Tr. Dkt. 84-12. The district court found Professor Brewer-Carías’ explanation for his shifting position “difficult . . . to credit,” but noted, as we do here, that the consistency of an esteemed scholar’s position is not dispositive on the legal question before us. PDVSA V, 2025 WL 2675871, at *14; see also Vitamin C Antitrust Litigation, 8 F.4th at 142 (questions of foreign law reviewed without deference).

so . . . would be included within the species of national public interest contracts.”

App’x 2116–17.

The PDV Entities’ expert, Professor Brewer-Carías explains a relevant

terminological difference between “organs” and “entities.” Organs are “the

government itself, such as the various government ministries” which form the

Central Public Administration, while entities are “public corporations and stateowned commercial enterprises” which form the Decentralized Public

Administration. App’x 284. We are persuaded that when the Constitutional

Chamber repeatedly used legal terms that exclude the Decentralized Public

Administration, it did so advisedly.

In sum, Andrés Velásquez strongly suggests that only “organs” of the

Republic, or the Republic itself—and not state-owned enterprises in the

Decentralized Public Administration—may enter into national public interest

contracts requiring National Assembly approval under the second clause in

Article 150 of the Venezuelan Constitution. Subsequent Constitutional Chamber

decisions applying Article 150 do not persuade us otherwise.

ii. EDELCA

The year following Andrés Velásquez the Constitutional Chamber decided

the Electrificación del Caroní C.A., or “EDELCA,” case. See El Tribunal Supremo de

Justicia Sala Constitucional [TSJ] [Supreme Tribunal of Justice] No. 953 EDELCA,

Apr. 29, 2003 (Venez.); App’x 1106. In EDELCA, challengers sought nullification

of two related agreements: (1) a memorandum of understanding between the

governments of Brazil and Venezuela setting forth their joint agreement for the

construction of a power line between the two countries, and (2) a contract between

EDELCA, the Venezuelan state-owned enterprise, and two Brazilian companies

detailing the parties’ obligations with respect to the power line project. The

challengers raised a host of regulatory, environmental and human rights

arguments. Ultimately, the Constitutional Chamber concluded that it lacked

authority to adjudicate the challenges.

However, in the course of its discussion the Chamber described the

EDELCA contract as a “public interest contract.” App’x 1119. In particular, the

Chamber described the contract as having been enacted “in compliance with the

Memorandum . . . [in which] both countries, by the body of the subscribing

companies” agreed to construct a power line to allow Venezuela to supply

electricity to towns and cities near the border. App’x 1119. It explained that the

contract, “which is based on the international commitments signed by the National

Executive,” constituted a “public interest contract, since a high interest of the

Republic [was] committed in the margin of its international relations with the

Federative Republic of Brazil for the supply of electricity.” App’x 1119–20. The

Chamber quoted at length from the Andrés Velásquez discussion of national public

interest contracts and explained that EDELCA’s public interest contract arose from

the “convention generating obligations for the Republic in the exercise of its

international representation.” App’x 1120.

The PDV Entities contend that EDELCA establishes that a decentralized

state-owned enterprise can enter into contracts of national public interest. In our

view, the PDV Entities overread the EDELCA decision, which expressly relies on

the EDELCA contract’s relationship to the memorandum of understanding that

was executed by the Republic itself and created “obligations for the Republic.”

App’x 1120. The EDELCA contract implemented obligations expressly incurred

by the Republic, not just by the state-owned enterprise EDELCA. For that reason,

the EDELCA contract is not analogous to the PDV Entities’ pledge of a controlling

interest in CITGO—even if CITGO is the foreign “crown jewel” of Venezuela’s oil

industry. Appellant’s Brief 40.

iii. Attorney General II (Bandagro)

The parties have a similar dispute over the meaning of Attorney General II

(Bandagro). See El Tribunal Supremo de Justicia Sala Constitucional [TSJ] [Supreme

Tribunal of Justice] No. 1460 Banco de Desarrollo Agropecuario (Bandagro)

[Attorney General of the Republic II (Bandagro)], July 12, 2007 (Venez.); App’x

2153. In Attorney General II (Bandagro), the Constitutional Chamber was asked to

decide whether advice provided by the Attorney General, pursuant to the

Venezuelan Constitution’s requirement that the Attorney General be “consulted

for the approval of national public interest contracts,” was binding. See

VENEZUELA CONST. Article 247, App’x 969. The matter arose because the Attorney

General offered an opinion validating promissory notes allegedly issued by the

Agricultural Development Bank (BANDAGRO) but later revoked that

pronouncement following correspondence by the Ministry of Finance after a

creditor sought to collect on the notes.

In its role as interpreter of the Constitution, the Constitutional Chamber first

declared that once the Attorney General has issued its pronouncement regarding

the national public interest contract, “the body which has sought its opinion[] is

free to accept or not the content of the opinion.” App’x 2170. It then turned to the

case at hand. The court quoted at length from Andrés Velásquez, emphasizing in

particular that “it is necessary, but not sufficient, that one of the parties in the

contract is the Republic,” App’x 2172, and cited the holding that only “contracts

entered into by the Republic, through the bodies competent to do so,” can be

national public interest contracts, App’x 2173. Applying these principles to the

alleged BANDAGRO notes, the Chamber explained that “public credit

operations,” including promises to repay capital with interest, “may be classified

as contracts of national public interest.” App’x 2173. Answering the question

before it, the Constitutional Chamber held that the Attorney General’s position

was only provided as “a genuine task of internal consultancy” rather than as a

procedure which created rights in others. App’x 2175.

The parties’ dispute turns on some of the assumptions made in the case,

rather than its ultimate holding. The PDV Entities contend that the Constitutional

Chamber assumed that the contracts entered into by BANDAGRO, a state-run

enterprise, were national public interest contracts, such that the Attorney General

would give advice on them pursuant to Article 247. See VENEZUELA CONST. Article

247, App’x 969. The Creditors contend that this assumption was appropriate

because, in contrast to this case, the purported financial obligations at issue in

Bandagro were “payable directly by the Republic.” Appellee’s Brief 35 (quoting

App’x 4911).

The decision and record offer some support for Creditors’ argument. In its

opinion, the Constitutional Chamber indicated that the request to the Attorney

General for advice was made by the “Ministry of Finance in the case of the

collection” on the promissory notes, and it referred to the Attorney General as “a

body consultation of the Centralized National Public Administration.” App’x

2170. Moreover, Creditors’ expert provided copies of the purported notes in

question reflecting, on their face, that they had “the explicit backing of the National

Government of the Republic of Venezuela.” App’x 1145.

For these reasons, Bandagro adds little to our analysis. By quoting at length

from the same passage in Andrés Velásquez discussed above, the opinion reaffirms

that the Constitutional Chamber views Andrés Velásquez as the foundational case

on national public interest contracts. And the Constitutional Chamber’s

suggestion that the BANDAGRO notes were national public interest contracts is

unremarkable insofar as the notes imposed direct obligations on the Republic’s

treasury—a factor that distinguishes Bandagro from the case before us.

iv. Brigitte Acosta

Finally, the parties debate the significance of Brigitte Acosta. See El Tribunal

Supremo de Justicia Sala Constitucional [TSJ] [Supreme Tribunal of Justice]

No. 618 Brigitte Acosta Isasis, July 20, 2016 (Venez.); App’x 2193. In that 2016 case,

the Constitutional Chamber considered whether a financing agreement between

the Venezuelan Central Bank and a foreign entity could be characterized as a

national public interest contract. 10 As it had in EDELCA and Bandagro, the

Chamber quoted extensively from Andrés Velásquez in describing the necessary

features of a contract of national public interest. The Chamber identified four

essential elements “that impart to contracts a national public interest nature”:

1. That they be executed by the Republic, through the

bodies that compose the National Executive Branch that

are competent in this matter.

2. That its object be crucial or essential for the

achievement of the goals and fulfilment of the duties of

the Venezuelan State.

3. That they satisfy the individual and coincidental

interests of the national community, and not only of a

particular sector of it, as in the case of state or municipal

public interest contracts . . . .

4. That they imply assuming obligations whose payment

is stipulated to be made in whole or in part over the

course of several tax years following that in which the

subject matter of the contract has taken place, in view of

the implications the adoption of such commitments can

generate in the economic and social life of the Nation.

App’x 2213.

10Neither party argues in its brief that the political context surrounding Brigitte Acosta should impact our analysis, though the PDV Entities’ expert Professor Brewer-Carías points out that this decision was issued by the Constitutional Chamber following the Maduro regime’s consolidation of power after the opposition won control of the National Assembly in December 2015. The Constitutional Chamber did not notify the National Assembly of the case, and it did not hear any argument opposing its eventual decision. See Brigitte Acosta, App’x 2193–205 (detailing the arguments of the present parties). According to Brewer-Carías, the Constitutional Chamber at the time “declared the unconstitutionality of practically all—yes, all—the statutes that have been sanctioned by the National Assembly elected on December 2015.” App’x 309. We note the political context in which Brigitte Acosta was decided, but we assess the decision on its own terms.

Applying the first of these factors, the Chamber considered whether Central

Bank was a body of the National Executive Branch competent to execute national

public interest contracts. Considering the Constitution, the Bank’s charter, and

other laws illuminating the National Assembly’s expectation of control and power

over the Bank, as well as its past cases evaluating the legality of laws impacting

control of the Bank, the Chamber concluded that the Bank was “a legal entity

under public law, of constitutional status, endowed with autonomy for the

exercise of the policies within its competency, which is neither part of the Central

Administration nor the Functionally Decentralized Administration.” App’x 2221–

22. Instead, the Bank was “part of the so-called Administration with functional

autonomy,” requiring “a special regulation and organization” different from those

“applicable to other public or private entities.” App’x 2222. Because of the Bank’s

distinct role in the Venezuelan governmental structure, and in recognition of other

legal checks on the Bank’s actions, the Chamber concluded that the loan contract

at issue was not a national public interest contract.

The PDV Entities contend that “[i]f Andrés Velásquez had limited national

public interest contracts to contracts involving only the Republic, there would

have been no need for the Constitutional Chamber to analyze whether a contract

by the Central Bank of Venezuela was subject to National Assembly approval” and

the Constitutional Chamber would not have stressed that the Central Bank was

“neither part of the Central Administration or the Functionally Decentralized

Administration.” Appellant’s Brief 41 (citing App’x 2221–22).

We disagree. Brigitte Acosta offers nothing that changes our understanding

of the Constitutional Chamber’s ruling in Andrés Velásquez. The Chamber’s

detailed analysis of the unique role the Central Bank occupies within the

Venezuelan governmental structure is not inconsistent with the underlying

limitation that national public interest contracts are executed by the Republic, or

competent organs thereof. And the PDV Entities ascribe undue significance to the

Chamber’s statement that the Central Bank was not part of “either the Central

Administration [or] the Functionally Decentralized Administration.” App’x 2221–

22. We don’t read the opinion as suggesting that if the Central Bank were part of

the Decentralized Public Administration, it could execute national public interest

contracts.

If anything, Brigitte Acosta supports the Creditors’ position. Though the

Central Bank apparently occupies a uniquely autonomous position in the

Venezuelan governmental structure, many of the characteristics of the Bank the

Chamber cited in concluding that its contracts were not national public interest

contracts also describe PDVSA. For example, like the Central Bank, PDVSA is “a

legal entity under public law . . . endowed with autonomy” apart from the

Republic. App’x 2221. And like the Bank, PDVSA has its own equity and assets,

presumably also with the aim to achieve the “highest goals of the State.” App’x

2215.

v. Other Courts’ Decisions

The PDV Entities’ reliance on decisions of courts other than the

Constitutional Chamber is misplaced. In particular, the Supreme Court of Justice’s

1999 decision in Simón Muñoz Armas (or, variously Apertura Petrolera) has no

bearing on our analysis. See La Corte Suprema de Justicia [Supreme Court of

Justice] No. 17-08-1999 Simón Muñoz Armas y otros [Simón Muñoz Armas and

others], Aug. 17, 1999 (Venez.); App’x 4992. That case involved a challenge to the

constitutionality of certain clauses contained in an Agreement of the Congress of

the Republic that authorized “the concluding of association agreements” for

hydrocarbon exploration. App’x 4999. In the course of its analysis applying the

1961 Venezuelan Constitution, the court concluded that the Agreement’s legal

nature was “that of an administrative contract, or a contract of public interest.”

App’x 5030. The PDV Entities argue that this decision thus supports the view that

PDVSA can enter into contracts of public interest.

We are unpersuaded. As noted above, the Supreme Court of Justice that

decided Simón Muñoz Armas did not have the constitutional power to issue

precedential decisions. And the PDV Entities have not explained why a nonbinding court decision regarding an “Agreement of the Congress,” App’x 4993,

authorizing joint ventures for hydrocarbon exploration that interprets “public

interest contract” under the 1961 Constitution, which was not mentioned in any

later related decisions, including Andrés Velásquez, should override the definition

of “national public interest contract” set forth by the Constitutional Chamber in

Andrés Velásquez.

In sum, Andrés Velásquez and its progeny reflect the binding conclusion of

Venezuela’s Constitutional Chamber that absent other factors noted above, the

universe of entities that can execute national public interest contracts subject to the

National Assembly approval requirement of the second clause of Article 150 does

not extend to state-owned enterprises in the Decentralized Public Administration

such as PDVSA.

C. Other Statutes

The PDV Entities’ strongest argument flows from a provision of the

Hydrocarbons Law requiring National Assembly approval for the establishment

of joint venture entities involving PDVSA or its subsidiaries. Hydrocarbons Law

Article 33, App’x 1731 (“The establishment of mixed enterprises . . . will require

prior approval from the National Assembly.”). The PDV Entities’ expert explains

that the National Assembly derives its constitutional authority to require National

Assembly approval for the creation of “mixed enterprises” involving PDVSA from

provisions in Articles 150 and 187(9) of the Venezuelan Constitution relating

specifically to national public interest contracts. In particular, the first clause of

Article 150 provides, “The execution of national public interest contracts shall

require the approval of the National Assembly in those cases in which such

requirement is determined by law.” VENEZUELA CONST. Article 150, App’x 442

(emphasis added). See also VENEZUELA CONST. Article 187(9), App’x 442–43 (“It is

the role of the National Assembly to . . . Authorize the National Executive to enter

into contracts of national interest, in the cases established by law.”) (emphasis added).

In the PDV Entities’ telling, if the establishment of a joint venture involving

PDVSA or its subsidiaries was not a national public interest contract, Articles 150

and 187(9) would not provide the authority for the requirement of National

Assembly approval for such ventures under the Hydrocarbons Law Article 33.

And if joint ventures involving PDVSA or its subsidiaries are national public

interest contracts for the purposes of the first clauses in Articles 150 and 187(9), it

cannot be the case that PDVSA is incapable of executing national public interest

contracts for purposes of the second clauses in each Article. See VENEZUELA CONST.

Article 150, App’x 442 (“No municipal, state or national public interest contract

shall be executed with foreign States or official entities, or with companies not

domiciled in Venezuela, or shall be transferred to any of them without the

approval of the National Assembly.”); see also VENEZUELA CONST. Article 187(9),

App’x 442–43.

This argument has some force. In approving resolutions authorizing the

formation or extension of enterprises in which PDVSA or its subsidiaries partner

with other entities, even before the events giving rise to this litigation, the National

Assembly regularly invoked its authority under Articles 150 and 187(9), in

addition to Hydrocarbons Law Article 33. For that reason, the Creditors’

suggestion at oral argument that the National Assembly’s authority to enact

Hydrocarbons Law Article 33 derives from sources other than Articles 150 and

187(9) is unpersuasive.

But the PDV Entities’ argument requires us to extrapolate from the principle

that the formation of a mixed enterprise to cultivate Venezuela’s hydrocarbon

resources, subject to Venezuela’s operational control, constitutes a national public

interest contract to PDVSA’s proposed conclusion that contracts executed by

PDVSA, acting on its own, can be national public interest contracts.

The “mixed enterprises” are apparently cultivated by the National

Executive, and they are created subject to terms and conditions as approved by the

National Assembly. See, e.g., Official Gazette of the Bolivarian Republic of

Venezuela, 388.432–33 (Sept. 28, 2011), App’x 4054–55 (describing the role of the

National Executive body, via the Ministry of Energy and Petroleum working

jointly with PDVSA, in cultivating strategic partners to develop production fields

in the western region of Venezuela, and referencing agreements entered into

between the Bolivarian Republic of Venezuela and a proposed Spanish partner

that will form the basis of the proposed joint venture between that Spanish

company and a PDVSA subsidiary); Official Gazette of the Bolivarian Republic of

Venezuela 375.862 (April 15, 2010), App’x 4017 (describing proposed joint venture

arising from selection competition overseen by the Ministry of Popular Power for

Energy and Oil to select minority joint venture partners to carry out activities of

exploitation and improvement of extra heavy crude oil in specified regions);

Official Gazette of the Bolivarian Republic of Venezuela 375.088 (March 9, 2010)

(describing joint effort of the Ministry of Popular Power for Energy and Oil and

PDVSA to identify new business opportunities with strategic partners, and

seeking modification of terms of prior approval of a specific joint venture), App’x

3964.

Especially in light of the above judicial authority, it doesn’t necessarily

follow that because the state-sanctioned creation of a “mixed enterprise[]” for the

exploitation of Venezuelan hydrocarbon resources amounts to a national public

interest contract, contracts executed by PDVSA in its own stead are likewise

national public interest contracts.

The conclusion that they are not finds some support in the Financial

Administration Law, which expressly exempts PDVSA from the requirement of

National Assembly authorization for the “performance of public credit

operations.” See Financial Administration Law Article 98, App’x 3111 (requiring

approval for debt contracts by “The Republic” and entities created thereby);

Financial Administration Law Article 101, App’x 3112 (exempting from the

provisions governing the public credit system “[b]usiness companies

created . . . in accordance with the Organic Hydrocarbons Law,” namely, PDVSA).

As the Creditors’ expert contends, the PDV Entities’ reading of Article 150

of the Venezuelan Constitution would effectively invalidate Article 101 of the

Financial Administration Law in a large swath of circumstances. The argument

goes like this: if PDVSA’s issuance of bonds can constitute a national public

interest contract, then Article 101 is unconstitutional to the extent that it exempts

PDVSA from seeking National Assembly approval for credit transactions that

involve foreign counterparties. Because there is a long-standing practice of not

seeking approval for PDVSA debt transactions, see § I.D., below, and because the

Constitutional Chamber in Brigitte Acosta noted with approval the fact that the

Central Bank was also exempt under Article 101 from seeking “authorization to

carry out public credit operations,” Article 101 must be constitutional even when

public credit operations involve foreign counterparties. App’x 2223.

At the end of the day, none of these arguments based on other Venezuelan

statutes trumps the Constitutional Chamber’s analysis in Andrés Velásquez.

D. Past National Assembly Practice

Our conclusion that National Assembly approval was not required for the

execution of the Governing Documents is consistent with PDVSA’s and the

National Assembly’s past practice. The Creditors’ expert opined, based on a

review of PDVSA’s (and subsidiaries’) security filings and the Official Gazettes of

the Republic from 1975 to 2020, that PDVSA has never subjected its past debt

transactions to review by the National Assembly. App’x 884–85. The PDV Entities

concede that the National Assembly never challenged PDVSA’s issuance of the

2017 Notes: the $3 billion in notes issued in 2007 and the combined $6.15 billion in

notes issued in 2010 and 2011. See App’x 2236–38. And they do not meaningfully

dispute that the National Assembly had not previously asserted that PDVSA’s

debt transactions with foreign counterparties require National Assembly

approval. And in light of the above analysis, we’re not inclined to accept Professor

Brewer-Carías’ assertion that the reason other debt transactions involving foreign

counterparties were not challenged was because Presidents Chávez and Maduro

were “aggressively flouting the constitutional checks placed on the National

Executive.” App’x 5506.

This history is, of course, not dispositive. There may be a qualitative

difference between debt transactions generally, and debt transactions expressly

secured by a controlling interest in CITGO. That’s what makes this an especially

challenging case. But the absence of any prior examples of PDVSA seeking

National Assembly approval for transactions implicating only PDVSA’s own

assets presents challenges for the PDV Entities’ position.

E. Opinion of the Republic

The Republic, as amicus to this Court, contends that the district court

misread the Andrés Velásquez and other Constitutional Chamber decisions. The

Republic argues, much like the PDV Entities, that Andrés Velásquez did not limit the

universe of “national public interest contracts” to those executed by the National

Executive, and it emphasizes that the case did not involve the contracting

authority of Decentralized Public Administration entities like PDVSA. The

Republic argues that EDELCA clarified that a contract executed by a state-owned

enterprise in the Decentralized Public Administration may be a national public

interest contract based on the significance of the subject matter. It also contends

that in Brigitte Acosta, if it was dispositive that the Central Bank was not part of the

National Executive, the Chamber would have simply said so. Finally, the Republic

contends that we should read the Constitutional Chamber decisions in light of the

National Assembly’s 2016 Resolutions asserting its prerogative under the

Constitution to require PDVSA to secure its approval before making the Exchange

Offer and entering into the Governing Documents.

As noted above, the Supreme Court has explained that “a federal court

should accord respectful consideration to a foreign government’s submission, but

[it] is not bound to accord conclusive effect to the foreign government’s

statements.” Animal Science Products, Inc. v. Hebei Welcome Pharmaceutical Co. Ltd.,

585 U.S. 33, 36 (2018). Instead, we must “carefully consider [the Republic’s] views

about the meaning of its own laws,” in the “spirit of international comity.” Id. at

43.

Factors impacting the weight we assign to a foreign government’s statement

of its views include: “the statement’s clarity, thoroughness, and support; its

context and purpose; the transparency of the foreign legal system; the role and

authority of the entity or official offering the statement; and the statement’s

consistency with the foreign government’s past positions.” Id.

Because the Republic and the PDV Entities contend the district court gave

the Republic’s views short shrift, we address these considerations. First, there is

no doubt that the Republic’s submissions, both on this appeal, and throughout this

case, have been clear and reasoned. The submissions discuss the relevant

authorities, and they cite additional statements made by Carlos Vecchio, the

Ambassador of the Bolivarian Republic of Venezuela to the United States of

America. But for the reasons set forth above, the support for the Republic’s views

is mixed.

As to the context of the Republic’s statements, we are mindful that when a

foreign government “offers an account in the context of litigation, there may be

cause for caution in evaluating the foreign government’s submission.” Id.

We have no issue with the transparency of the Republic’s legal system, and

absent any argument to the contrary, notwithstanding recent changes in

governance of the Republic, we do not question that the amicus brief submitted

by the National Assembly on behalf of the Republic represents the views of the

Republic on the issues in this case.

As to consistency with past positions taken by the Republic, the factor bears

little weight either way. As noted above, there is no established past practice of

subjecting PDVSA debt offerings to National Assembly scrutiny; on the other

hand, there is no precedent for a debt offering secured by a controlling interest in

CITGO.

Several additional factors impact our assessment of the Republic’s position.

First and foremost, as noted above, we conclude that the Republic’s position is at

odds with the rulings of its highest court. Our Supreme Court has offered a telling

analogy: If the law of a state in this country is established by a decision of that

state’s highest court, that decision is “binding on the federal courts,” whereas the

views of that state’s attorney general, “while attracting respectful consideration,

do not garner controlling weight.” Id. at 44. The Republic has a steep hill to climb

in the face of the Constitutional Chamber’s ruling in Andrés Velásquez. And we

have considered and rejected the Republic’s specific challenges to our

understanding of Andrés Velásquez and its progeny above.

Moreover, though many different bodies and speakers who might plausibly

speak for the Republic have opined that the Governing Documents were national

public interest contracts, their underlying reasons have been varied. For example,

the Republic’s Amicus brief suggests that “the Republic does not have to be a party

for a contract to be a national public interest contract,” and that the “subject matter

of the contract” must sufficiently implicate the national interest. Amicus at 17–18

(emphases omitted). By contrast, the Special Attorney General who investigated

the Exchange Offer after the fact concluded that in light of PDVSA’s “unique legal

status” as the entity created to manage the domestic petroleum industry, “we

should therefore conclude that the indenture is signed by the National Executive

Branch, the first condition for classifying it as a national public interest

agreement.” App’x 2031. The lack of clarity as to whether the Governing

Documents purportedly constitute a national public interest contract based solely

on the importance of the subject matter, or whether PDVSA’s status within the

National Executive Branch was relevant, presents further challenges for the

Republic’s position.

F. The Governing Documents are Valid

“Matters going to the validity of the security . . . are governed by the law of

Venezuela.” PDVSA III, 41 N.Y.3d at 473. Whether National Assembly approval

of the Governing Documents was required is a question of law, which we review

without deference to the district court’s analysis. Fed. R. Civ. P. 44.1; see also In re

Vitamin C Antitrust Litigation, 8 F.4th 136, 142 (2d Cir. 2021). Despite the Republic’s

position in this case, we conclude for the reasons set forth above—especially the

Constitutional Chamber’s opinions in Andrés Velásquez and Brigitte Acosta—that

the Governing Documents are not national public interest contracts. Thus,

National Assembly approval of the Exchange Offer and resulting Governing

Documents was not required by Article 150 of the Venezuelan Constitution, and

the notes and collateral are valid under the ordinary application of Venezuelan

law.

II. Act-of-State Doctrine

“The act of state doctrine bars federal and state courts from declaring

invalid, and thus ineffective as a rule of decision for the courts of this country, the

official act of a foreign sovereign.” Celestin v. Caribbean Air Mail, Inc., 30 F.4th 133,

137 (2d Cir. 2022). It functions as a rule of decision on the merits: courts of this

country may not inquire into the “validity of the public acts a recognized foreign

sovereign power committed within its own territory.” Banco Nacional de Cuba v.

Sabbatino, 376 U.S. 398, 401 (1964).

The doctrine “flows from a broad avoidance principle” and “is built around

separation of powers concerns relating to foreign affairs.” PDVSA IV, 106 F.4th at

269 (citing W.S. Kirkpatrick & Co. v. Environmental Tectonics Corp., International, 493

U.S. 400, 404 (1990)). Our analysis of the act-of-state doctrine “must always be

tempered by common sense.” Allied Bank International v. Banco Credito Agricola de

Cartago, 757 F.2d 516, 521 (2d Cir. 1985). Because courts engaging in “the task of

passing on the validity of foreign acts of state may hinder the conduct of foreign

affairs,” we accept such acts as valid. Kirkpatrick, 493 U.S. at 404. In practice, this

means that unlike our review of a governmental act from within this country,

“[w]here a foreign official act would be deemed void by an otherwise applicable

legal rule” in that jurisdiction, “the official act controls.” Celestin, 30 F.4th at 138.

Wholly apart from the above analysis of the applicable Venezuelan law, the

PDV Entities contend that we should view the three resolutions passed by the

National Assembly in May 2016, September 2016, and October 2019 as establishing

that the Exchange Offer was invalid from the outset. In the PDV Entities’ view,

these Resolutions were sovereign acts undertaken to invalidate the Exchange Offer

and resulting Governing Documents, and pursuant to the act-of-state doctrine, we

must accept those sovereign acts—that is, the Resolutions—as having the effect

they purport to have.

Each Resolution stated something distinct. The May 2016 Resolution

rejected President Maduro’s claimed authority “to authorize the National

Executive to sign contracts of public interest, without the approval of the National

Assembly” and reasserted that “contracts of national . . . public interest

concluded . . . between the National Executive . . . and companies not domiciled in

Venezuela, without the approval of the National Assembly . . . shall be null and

void in their entirety.” App’x at 647–48.

The September 2016 resolution followed the announcement of the Exchange

Offer, and it proclaimed, among other things, that the National Assembly

“reject[ed] categorically” the use of the controlling shares of CITGO as “a

guarantee with priority.” App’x 115. In particular, the September 2016 resolution

resolved:

First. To summon citizen Eulogio del Pino, President of

Petróleos de Venezuela SA, to appear before this

National Assembly to explain the terms of this bond

swap transaction, based on offering the majority of Citgo

Holding Inc. shares as collateral.

Second. To reject categorically that, within the swap

transaction, 50.1% of the shares comprising the capital

stock of Citgo Holding Inc. are offered as a guarantee

with priority, or that a guarantee is constituted over any

other property of the Nation.

Third. To urge the Public Ministry to open an

investigation to determine if the current transaction

protects the National Property, in accordance with

articles 187, section 9, 302 and 303 of the Constitution of

the Bolivarian Republic of Venezuela.

Fourth. To urge Petróleos de Venezuela S.A.to present

the Country with a plan for the refinancing of its financial

commitments and a recovery plan for the oil industry

over the short- and medium-term.

App’x 115.

The October 2019 Resolution “ratif[ies]” that the Exchange Offer violated

the Venezuelan Constitution. App’x 124. It states that, “following the

investigations conducted in coordination with the Office of the Special Prosecutor,

it was concluded that the 2020 Bond indenture is a national public contract that

should have been authorized by the National Assembly, in accordance with

Article 150 of the Constitution” and “that the 2020 Bond indenture violated Article

150 of the Constitution of the Bolivarian Republic of Venezuela, since it concerned

a national public contract, executed with foreign companies, which was not

authorized by the National Assembly.” App’x 124. The October 2019 Resolution

acknowledged that PDVSA “ignore[d]” the September 2016 Resolution and

“reiterate[d] all the questions that this National Assembly has been formulating

since 2016” regarding PDVSA’s debt and execution of national public interest

contracts. App’x 123–24.

The PDV Entities contend that through these three Resolutions, the National

Assembly, as the sovereign ultimately recognized by the United States, prevented

the 2020 Notes from ever validly issuing. They contend that by virtue of the

United States’ recognition of the National Assembly as Venezuela’s sovereign in

2019, we should give effect to the National Assembly’s 2016 resolutions as acts of

state. See Konowaloff v. Metropolitan Museum of Art, 702 F.3d 140, 146 (2d Cir. 2012)

(“After the Executive Branch’s recognition of a foreign state, the act of state

doctrine applies retroactively to acts that were undertaken by the foreign state”

and “validates all the actions and conduct of the government so recognized from

the commencement of its existence.” (quoting Oetjen v. Central Leather Co., 246 U.S.

297, 302–03 (1918)). And they argue that the act of barring PDVSA from entering

into the Exchange Offer took place fully within Venezuela and thus must be given

effect under the act-of-state doctrine.

The district court disagreed. It reiterated its prior conclusion that the

Resolutions were official acts of a foreign sovereign but that the Resolutions, by

their plain terms, did not “preemptively invalidate” the Governing Documents.

PDVSA V, 2025 WL 2675871, at *32 (citing PDVSA I, 495 F. Supp. 3d at 276).

And it reiterated its view, in the alternative and “assuming arguendo that the

National Assembly preemptively invalidated the Exchange Offer and the 2020

Notes,” that “the extraterritorial limitation still precluded application of the act of

state doctrine.” Id. at *33. The district court reasoned that “papers were signed,

contracts were executed, . . . payments [were] due in New York, and the collateral

sits waiting in a vault in New York.” Id. (citing PDVSA I, 495 F. Supp. 3d at 280–

81). It emphasized that Venezuela’s “impotence to complete the

expropriation . . . makes clear that no taking has taken place in Venezuela.” Id.

And it repeated its conclusion that “it is irrelevant that the Resolutions were issued

in Venezuela, since the act-of-state doctrine looks to actual dominion over

property rather than to the mere execution of official documents.” Id.

We review the district court’s conclusion that the act-of-state doctrine does

not apply here without deference. See Celestin, 30 F.4th at 137. That said, to the

extent that the district court concluded that the act-of-state doctrine does not apply

here because the relevant acts were extraterritorial, we wholeheartedly agree.

One of the significant limitations on the reach of the act-of-state doctrine is

that it does not compel us to accept as valid purported extraterritorial acts of state.

Unlike actions within a foreign country, domestic courts may inquire “into the

validity of extraterritorial takings.” Allied Bank, 757 F.2d at 520 (emphasis added).

The “situs of the property at the time of the purported taking,” governs whether

this limitation applies. Id. at 521.

This limitation on the territorial reach of the act-of-state doctrine flows from

the policies underlying the doctrine. The separation-of-powers concerns relating

to foreign affairs inhibits us from questioning what a foreign sovereign does

“within its own territory.” Kirkpatrick, 493 U.S. at 409. But the same concerns do

not apply outside of the sovereign’s territory.

We need not resolve every contested issue relating to the PDV Entities’

invocation of the act-of-state doctrine. Even assuming that—(1) we should treat

the National Assembly as the “sovereign” of Venezuela at the time of the 2016

Resolutions; (2) the Resolutions were formal acts of the sovereign; and (3) the

Resolutions purported to invalidate the Exchange Offer—the extraterritoriality

limitation applies, so the act-of-state doctrine does not.

A Supreme Court decision involving the expropriation of sugar is

instructive. See Banco Nacional de Cuba v. Sabbatino, 376 U.S. 398 (1964). In

Sabbatino, an American commodity broker contracted to purchase Cuban sugar

from a wholly-owned subsidiary of Compania Azucarera Vertientes-Camaguey

de Cuba (C.A.V.), a corporation organized under Cuban law whose capital stock

was owned principally by United States residents. The commodity broker agreed

to pay for the sugar in New York upon presentation of the shipping documents.

The day the ship was being loaded with sugar, President Eisenhower reduced the

sugar quota for Cuba, and the Cuban Council of Ministers responded by granting

the Cuban authorities the discretionary power to nationalize property or

enterprises in which American nationals had an interest. Id. at 401–02. The Cuban

authorities exercised that power, expropriated C.A.V.’s property, and restrained

the sugar shipment. To facilitate departure of the ship carrying sugar, the

commodities broker entered into a contract with the Banco Para el Comercio

Exterior de Cuba, an instrumentality of the Cuban Government, that was identical

to its contract with C.A.V. At issue in the Sabbatino case was who was entitled to

the funds tendered in payment for the shipment.

The lower courts concluded that the Cuban government’s expropriation

was invalid under international law, so that Cuba did not acquire good title to the

sugar before it shipped. Id. at 406-07. The Supreme Court reversed. Id. at 439.

As relevant here, C.A.V. and the commodities broker contended that Cuba

had “expropriated merely contractual rights the situs of which was in New York,

and that the propriety of the taking was, therefore, governed by New York law.”

Id. at 413. The Court explained that the “sugar itself was expropriated” and not

just a “contractual claim” because Cuba refused to let the ship sail “until a new

contract had been signed.” Id. The expropriation was of the sugar located in the

harbor, not of the contractual rights to the sugar executed abroad. “Cuba’s

restraint of [the ship] must be regarded for these purposes to have constituted an

effective taking of the sugar, vesting in Cuba C.A.V.’s property right in it.” Id. at

414.

The Sabbatino Court ultimately concluded that the Judicial Branch “will not

examine the validity of a taking of property within its own territory by a foreign

sovereign government, extant and recognized by this country at the time of suit,

in the absence of a treaty or other unambiguous agreement regarding controlling

legal principles, even if the complaint alleges that the taking violates customary

international law.” Id. at 428.

In marked contrast to the sugar on a ship sitting in Cuba, the purported acts

of state here do not involve assets sitting within Venezuela. The pre-Exchange

Offer Resolutions instruct about how PDVSA should operate abroad, specifically,

in New York. The Exchange Offer required holders of the 2017 Notes to tender

their Notes to one of two clearing banks in Europe or the DTC in New York. App’x

2290. The 2020 Notes offered in exchange were issued through several Global

Notes registered in the name of a New York general partnership and deposited with

a New York depository. App’x 2289–90. And the collateral security interest in

50.1% of CITGO Holding is held as a physical stock certificate in a vault located in

New York. App’x 2285.

Though the PDV Entities contend that situs of the purported sovereign act

was Venezuela because the Resolutions were “Venezuelan decrees, issued under

Venezuelan law in Venezuela, directed at Venezuelan state-owned entities prior

to the existence of the purported debt obligation,” Appellants’ Brief at 63, the

decrees were ultimately concerned with how PDVSA disposed of property in the

United States.

As this Court explained in Allied Bank, the extraterritoriality limitation

“depends in large part on whether the purported taking can be said to have come

to complete fruition within the dominion of the foreign government.” Allied Bank,

757 F.2d at 521. The Resolutions here—purporting to preclude a transaction that

took place entirely outside of Venezuela—sought to operate outside of the

exclusive “dominion” of Venezuela.

We accordingly must conclude that the act-of-state doctrine does not apply,

and even if the Resolutions otherwise amounted to acts of state invalidating the

Governing Documents, we are not bound by the Resolutions as a “rule of decision

for the courts of this country.” Celestin, 30 F.4th at 137.

CONCLUSION

Under Article 150 of the Venezuelan Constitution, the National Assembly’s

pre-approval was not required to validate PDVSA’s Exchange Offer, and the

Governing Documents are thus valid. And the act-of-state doctrine does not

require us to give the Resolutions their purported extraterritorial effect. We thus

AFFIRM the partial final judgment of the district court.

Authorities cited

Opinion · public domain