Leos v. MUFG

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-Counter- Defendants-Appellants Petróleos de Venezuela, S.A. and PDVSA Petróleo, S.A. 2  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-Counter- Defendant-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. 3 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. 5 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. 6  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, 7  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 8 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. 9  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. 10  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 11 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 12 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 13 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 14 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 15 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. 16 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 17 that we could not predict with confidence whether, under New York choice-of- law 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 18 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-the- court, 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 19 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. 20  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 21 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. Brewer- Carías, 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, post- 1999 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 22 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,” 23 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 24 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),