Venezuela Returns with International Dispute Settlement Mechanisms and Investment-Law Protections [1]
By Gilberto A. Guerrero-Rocca, November 2026
I. Introduction
Venezuela was once a flourishing nation with the highest GDP per capita in Latin America from 1950 until the mid-1980s, [2] its main instrumentality, Petróleos de Venezuela (PDVSA), considered one of the globe’s largest state-owned companies in the oil and gas sector.[3] It still has the largest proven oil reserves in the world. Currently, however, in the arena of investment arbitration, it is the most-sued country,[4] fighting the enforcement of adverse arbitral awards and defending itself against legal actions seeking collection of defaulted bonds in many jurisdictions.
This paper aims to address the rule of law in Venezuela under the prism of international investment law and international dispute resolution mechanisms, and the sovereign measures and steps that must be taken to reinsert the country into the international community.
Starting in 2001, ideologically-driven state measures, expropriations and regulations have been passed that have dramatically changed the legal framework in many sectors, triggering a lengthy list of tensions, impasses, forced and compulsory renegotiations and, finally, treaty-based arbitration claims sought mainly before the World Bank’s International Centre for the Settlement of Investment Disputes (ICSID), the Permanent Court of Arbitration (PCA) and US federal courts.[5]
By October 2026, over 65 treaty-based arbitration claims had been filed against measures implemented by the Chávez and Maduro Administrations in connection with nationalizations and direct expropriations or in general, against different governmental measures enforced against private entities,[6] nearly one-third of which are claims related to the oil, gas and mining sectors.[7] Other sectors such as coffee, food processing, telecommunications, technology, hospitality, iron, glass production, auto industry, pharmaceuticals, air transportation, chemicals, paper industry, banking, agriculture, cattle and infrastructure have also been targeted.
In the mid-2000s, an early slew of international arbitration claims involved a number of major US oil, gas and mining companies. Some were able to settle their disputes, but those with the largest sums at stake, such as Exxon Mobil and ConocoPhillips, are still fighting to enforce their arbitral awards before US courts and abroad.
On January 24, 2012, after adopting a political and ideological stance similar to Bolivia[8] and Ecuador[9] in 2007 and 2009, respectively,[10] Venezuela decided to withdraw from the Convention on the Settlement of Investment Disputes between States and Nationals of Other States (ICSID Convention),[11] notifying the Secretary General of the World Bank that its withdrawal would take effect on July 25, 2012.[12] Venezuela had also withdrawn from the Bilateral Investment Treaty (BIT) between The Netherlands and Venezuela,[13] and the G-3 Free Trade Agreement with Mexico and Colombia (in 2006), in an attempt to circumvent this wave of treaty-based arbitration claims, some sought by foreign companies making investments in the country through legitimate treaty forum shopping, but more notably those of ConocoPhillips, Exxon Mobil, and Cemex. This strategic move by Venezuela was made without prior public debate among the political organs or by following any constitutional procedure.[14]
Prospective investors, multinationals and stakeholders alike demand assurances, guarantees and even contractual stabilization clauses from Venezuela and its instrumentalities. The availability of international dispute resolution mechanisms is not the most important factor that moves foreign direct investment (FDI) forward in any given country, but it is undoubtedly a fundamental guarantee that they will consider given Venezuela’s frequent appearances before international tribunals in the last two decades, and its track record in the investor-state arbitration arena.[15]
II. A New Investment Legal Framework
Given the new pro-investment environment underpinned by the US and the international community, stakeholders in many sectors such as oil, gas, mining, infrastructure, telecommunication, hospitality, banking, financial services, food processing, among others, are planning to embark on FDI in Venezuela, but they also require certainty, predictability and a stable legal framework.
In 1999, Venezuela adopted the Law for the Promotion and Protection of Investments (“Investment Law of 1999”)[16] to provide a stable and predictable environment for the development of both national and foreign investment. According to this law, foreign investments are subject to the following international standards of protection: fair and equitable treatment in accordance with international law, national treatment, most-favored-nation treatment when the State of origin of the investor has entered into a BIT with Venezuela, compensation for expropriation, and free transferability.
The Investment Law of 1999 contained certain dispute resolution-related provisions that caused controversy. At the epicenter of this debate was whether Art. 22 of the Law contained a unilateral consent of Venezuela to submit any investment disputes to ICSID.[17] In several cases, foreign investors alleged that Art. 22 contained such unilateral consent by Venezuela to submit any dispute arising out of the alleged violation of the Investment Law to international arbitration under the auspices of ICSID. Ultimately, the Constitutional Chamber of the Supreme Tribunal of Justice (“CC-STJ”) held that Art. 22[18] could not be construed as containing a unilateral consent to ICSID arbitration,[19] and that any such consent would have to be based on the respective BIT between Venezuela and the foreign investor’s State of origin. Likewise, several arbitral awards rendered by ICSID tribunals also adopted the same conclusion.[20]
In 2014 the Venezuelan government enacted Law Decree 1438 (“Investment Law Decree of 2014”).[21] This law imposed some limitations on the guarantees and rights prescribed by international treaties, including the possibility of accessing investment arbitration to pursue claims based on the violation of those treaties. More specifically, the Investment Law Decree of 2014 conditioned the protection of any foreign investment to a special registration (Art. 28) and required every foreign investment to remain active for at least five years from the time of such registration (Art. 29). Notwithstanding these legal limitations, some ICSID tribunals have held that the lack of registration and qualification of an investment, or the fact that the investment has not entered the territory of the host state are not an obstacle for an investment to be considered protected by a bilateral treaty (if applicable) against measures taken by the host state.[22]
On 29 December 2017, Venezuela’s National Constituent Assembly (NCA) enacted yet another investment statute, dubbed Constitutional Law for Productive Foreign Investment (Ley Constitucional de la Inversión Extranjera Productiva or “Productive Foreign Investment Law of 2017”).[23] This law reproduced in great part the stance of the Venezuelan government toward imposing certain conditions for foreign investments articulated in the Investment Law Decree of 2014. Article 25 of the Productive Foreign Investment Law of 2017, for example, also requires the registration of foreign investments as a requisite for invoking protection.
More recently, the same controversial NCA passed an Anti-Blockade Constitutional Law of 2020,[24] to allow PDVSA to sign a wide range of services, technical assistance and offtake contracts to circumvent the mandate that limits exploration and production to mixed companies.
A new investment law might return to the pro-investment approach of the 1999 law, but it might also be an opportunity to include new features providing stakeholders with more predictability and stability. One important element might be allowing the Republic and its instrumentalities to adopt stabilization clauses in their contracts and to prescribe a unilateral offer to arbitrate disputes arising out of an FDI, that is, to contain an automatic or broadly worded consent to investor-state arbitration,[25] which would be a perfected version of the controversial article 22 of the law of 1999.
Given the pressure from the United States and the conditional interest of its multinational companies, on January 15, 2026, Interim President Delcy Rodríguez urged the National Assembly to urgently prepare a draft Law to Reform the Organic Law on Hydrocarbons (OLH) that offers mechanisms for investment and participation of foreign companies.[26] Many signs lead stakeholders to believe that the leading granting instrument in the oil sector will be Production Sharing Agreements (PSAs) or Production Sharing Contracts (PSCs).
The OLH reform was enacted on January 29, 2026.[27] This new legal framework eliminated the failed and controversial mandatory joint venture scheme, the forced joint-venture with PDVSA imposed since 2007, with the reforms that the Venezuelan oil industry underwent. These reforms gave rise to so many investment-arbitration claims commented on, by those companies that did not bow to (i) forced renegotiations; (ii) retroactive application of the new scheme; (iii) disregard of vested rights; and (iv) the violation of legitimate expectations, created with the contracts signed with PDVSA thanks to the so-called Oil Opening (Apertura Petrolera) of the nineties, during Rafael Caldera’s administration.[28]
The new OLH[29] allows the adoption of international arbitration clauses, and exempts PDVSA and other state-owned companies and instrumentalities in the sector from obtaining the Solicitor-General’s approval (ex Art. 8). Recently, amended General License (GL) 50C by OFAC[30] expanded jurisdictional choices, that is, the possibility to adopt the U.K., France and Singapore (in addition to the U.S) as the seat of any potential international arbitration.[31]
Theoretically, the issue of the applicable law is still open to interpretation but, as of today, there is some level of agreement with OFAC’s approach that contracts be governed by U.S. state law (including interpretation, contractual performance obligations, breach, contractual remedies, payment obligations, termination, validity, assignment or novation, and enforceability of contracts), while administrative permits and licenses, granting instruments, labor, environmental, health, safety and other mandatory regulatory requirements be subject to Venezuelan law. In fact, since January 2026, the publicly reported transactions entered by PDVSA, CVG, BCV and other instrumentalities alike have adopted: (a) international arbitration clauses; (b) a major U.S. city as the seat (i.e. Houston, New York); and (c) U.S State law (e.g. Texas) or Venezuela Law.[32]
Some analysts predict that initial contracts will involve mostly oil-field services companies,[33] and that upstream oil companies will continue to assess sovereign risks while waiting for a more stable, predictable, pro-business legal environment and even binding assurances and undertakings by Venezuela, or whatever else is required for the comprehensive planning of their FDI, including attractive tax incentives, for example, the abrogation of the shadow tax,[34] windfall tax,[35] and caps of 30% on royalties and 50% on income tax.
III. Rejoining International Treaties and Signing New Ones
After the initial upsurge of claims logged against Venezuela, the government terminated several international treaties and took other protective measures to prevent future claims.
Given the new pro-investment environment underpinned by the US and the international community, an ideal public policy decision might be to rejoin the ICSID Convention, the bilateral investment treaty with The Netherlands,[36] the G-3 FTA, ratify pending BITs,[37] and negotiate a similar BIT with the US[38] (following the US Model BIT 2012).[39] It should be noted that a tax treaty has been in place between the US and Venezuela since January 1, 2000.[40]
IV. Stabilization Clauses
It seemed that asking host states to enter stabilization clauses was a thing of the past, or at least that FDI could fully rely on BITs in sectors other than oil, gas and mining which, compared to the rest, are subject to greater volatility.
However, given the inconsistency and unpredictability of some investment arbitration tribunals in their analysis of certain guarantees and standards prescribed by international treaties, for example, regarding Fair and Equitable Treatment (FET), umbrella clauses, full protection and security, most-favored-nation clauses, among others, it is wise to exercise a legitimate level of bargaining power to insist on obtaining broad assurances and undertakings by Venezuela through the adoption of stabilization clauses.
The importance of stabilization clauses has often been overlooked, despite being invaluable in disputes where investment arbitral panels have dismissed claims even when measures taken by the host state have interfered with contractual rights or when tax policies have exacerbated economic problems. Panels have customarily rejected claimants’ depiction of such measures as being ‘tantamount to expropriation.’[41]
In the case of Venezuela, this course of action is more than needed. Significant lessons can be learned, for example, from the infamous arbitration sagas of Exxon Mobil and ConocoPhillips. In ConocoPhillips,[42] the tribunal considered that the state failed to meet its duty to negotiate in good faith the compensation to be paid for its takeovers of claimants’ assets based on market value as required by the BIT. However, the same panel by majority vote rejected the allegation that fiscal measures taken by Venezuela, increasing both the income tax rate and the extraction tax rate, violated FET considerations, since claimants could not prove undertakings, for example, guarantees or express stabilization provisions, made by the host state. Furthermore, the tribunal asserted that, at best, claimants’ legitimate or reasonable expectations could only fall within the scope of FET, but the claimants demonstrated neither the undertakings nor the legitimate expectations.
In Mobil,[43] the tribunal considered that FET was violated by the State since production and export curtailments were imposed contrary to assurances and undertakings made by Venezuela, for example, Condition 9 of the Framework of Conditions and Clause 8 of the Association Agreement. Nevertheless, given the particular facts of the case, the tribunal refused to accept that the change in extraction tax was a violation of FET or to hear claims related to a similar increase of the income tax rate (34% to 50%), based on jurisdictional grounds.
Furthermore, in Mobil the tribunal also found that the expropriation, including the forced migration to a mixed company under Decree-Law 5200, was not unlawful, so compensation was governed by the market value standard of the BIT. Subsequently, an ICSID-appointed tribunal partially granted Venezuela’s petition for annulment for the portion of the previous award dealing with the assessment of compensation for the expropriation of the Cerro Negro Project.[44] Ultimately, Mobil was awarded almost USD 1 billion, without prejudice to the non-annulled parts of the first award, by the arbitral tribunal in the resubmission proceeding.[45]
Moreover, stabilization clauses are considered a potential tool for enforcing umbrella clauses[46] prescribed in any given treaty.
V. Pro-Investment Strategic Decisions to Manage ongoing Arbitration and Litigation Against Venezuela
New FDI in Venezuela demands predictability, stability and a robust pro-business legal system. Many urgent steps must first be taken, among them: (i) a comprehensive debt restructuring process must be undertaken that includes both PDVSA’s defaulted instruments and international awards (and foreign judgments) against Venezuela; (ii) a new legal framework must be established in many sectors (not limited only to oil, gas and mining); (iii) the issuance of sovereign bonds at a discount; (iv) an order from the interim President of Venezuela[47] to the Solicitor-General to agree to limit the adversarial phase of ongoing arbitrations and litigation to the valuation of damages or compensation, in cases involving any sort of direct or indirect expropriations, or gross retaliation; (v) an offer of ‘hybrid’ settlements, comprised of both economic and non-economic compensation (lump sums coupled with new business opportunities and the restitution of assets or the renewal of permits/concessions); (vi) Venezuela must rejoin the ICSID Convention and its bilateral investment treaty with The Netherlands;[48] (vii) Venezuela and the US[49] must sign and ratify a bilateral investment treaty (BIT), following the 2012 U.S. Model BIT, although it should be noted that a tax treaty has been in place between the US and Venezuela since January 1, 2000;[50](viii) A new investment law should be passed, prescribing guarantees according to the most recent international standards of protection under international investment law. This law could contain a unilateral offer to arbitrate investment disputes, that is, an automatic or broadly worded consent to investor-state arbitration; and (ix) stabilization clauses must be adopted in a wide range of state-related contracts, and the new investment law must allow them.
If Venezuela’s largest creditors (ConocoPhillips, Exxon, Crystallex, Agroinsumos, among others) can settle ongoing award enforcement disputes in the US and get their debt paid, it would clear the path for the rest of the smaller creditors seeking enforcement in many jurisdictions.
VI. Conclusion
Empirical studies show that Venezuela has become a repeat player in the field of investor-state arbitration and international litigation,[51] and potential foreign investors are not willing to resume operations, to invest sunk costs or to embark on long-term investments without conducting a thorough due diligence process that would include, among other measures, the availability of international dispute resolution mechanisms. This fundamental risk assessment is not limited or narrowed to contracts or business involving the Republic. It is also desired toward any sort of contracts or transactions involving state-owned companies and state or public instrumentalities (e.g. Petróleos de Venezuela PDVSA; Corporación Venezolana de Guayana CVG; Banco Central de Venezuela BCV; Corporación Venezolana de Minería CVM; Compañía General de Minería de Venezuela MINERVEN).
It is difficult to imagine a new influx of FDI in Venezuela, in any sector, without predictability, stability and a robust pro-business legal system.
ABOUT Gilberto A. Guerrero-Rocca (MIAS profile)
Stanford University (Stanford, USA), J.S.M. (dissertation honors). ICAM & Universidad Francisco de Vitoria, (Madrid, Spain), LL.M. in Business Law. Florida International University College of Law, LL.M. Program Director (2016-2026) and Adjunct Professor of International Arbitration, Member of the Board of World Arbitration & Mediation Review (WAMR). Faculty Affiliate at FIU LACC (Kimberly Green Latin American and Caribbean Center). Universidad Católica Andrés Bello (Caracas, Venezuela), LL.M. in Administrative Law, LL.B. (Summa Cum Laude). Reed Smith LLP, Of Counsel (Miami, Florida). gilberto.guerrero@reedsmith.com
References
[1] Portions of this paper were presented during the Academic Working Group on the Venezuelan Judicial Transition, Stanford Law School, September 24 to 26, 2026. Hosted by the Neukom Center for the Rule of Law.
[2] Jeff Desjardins, Venezuela Was Once Twelve Times Richer than China. What Happened? World Econ. F. (Sept. 12, 2017), https://www.weforum.org/stories/economic-growth/venezuela-was-once-twelve-times-richer-than-china-what-happened (last visited Oct. 23, 2026).
[3] David Hults, Petróleos de Venezuela, S.A.: The Right-Hand Man of the Government 5 (Program on Energy & Sustainable Dev., Stanford Univ., Working Paper No. 70, 2007) (citing Top 50 Rankings Based on Six Operational Criteria, Petroleum Intelligence Wkly. Dec. 18, 2006) (“The Petroleum Intelligence Weekly reports that PDVSA is the world’s fourth largest energy company and third largest NOC”)
[4] U.N. Trade & Dev. (UNCTAD), Investment Dispute Settlement Navigator, https://investmentpolicy.unctad.org/investment-dispute-settlement?id=1 (last visited Oct. 30, 2026) (ranking Venezuela as first with 67, followed by Argentina with 65, Mexico with 61, and Spain with 58) [hereinafter UNCTAD Navigator].
[5] Manuel A. Gómez & Gilberto A. Guerrero-Rocca, ICCA Handbook Supplement 137: Venezuela 45–48 (Mar. 2025), https://ecollections.law.fiu.edu/faculty_books/320.
[6] UNCTAD Navigator, supra note 4 (listing Venezuela as the respondent state in 67 treaty-based ISDS cases).
[7] See U.N. Trade & Dev., Venezuela, Bolivarian Republic of, Investment Dispute Settlement Navigator, https://investmentpolicy.unctad.org/investment-dispute-settlement/country/228/venezuela-bolivarian-republic-of (last visited Oct. 23, 2026) (listing 67 known treaty-based ISDS cases with Venezuela as respondent State, including over 22 that are directly tied to oil, gas, and mining, and over 29 tied to manufacturing in connection with those industries).
[8] The depositary received Bolivia’s notice of denunciation of the ICSID Convention on May 7, 2007, which pursuant to Article 71 of the Convention, took effect on November 3, 2007.
[9] The depositary received Ecuador’s notice of denunciation of the ICSID Convention on July 6, 2009, which pursuant to Article 71 of the Convention, took effect on January 7, 2010.
[10] On February 24, 2024, Honduras also denounced the ICSID Convention, and in November 2024, Colombia announced its intention to do the same in the aftermath of the adverse award in Telefónica S.A. v. Republic of Colombia (awarded USD 380 million). See Telefónica S.A. v. Republic of Colombia, ICSID Case No. ARB/18/3, Award (Nov. 12, 2024). See also Press Release, Int’l Ctr. for Settlement of Inv. Disps. (ICSID), Honduras Signs the ICSID Convention (Mar. 6, 2026), https://icsid.worldbank.org/news-and-events/news-releases/honduras-signs-icsid-convention (Honduras rejoined the ICSID Convention on March 6, 2026).
[11] Convention on the Settlement of Investment Disputes Between States and Nationals of Other States, Mar. 18, 1965, 17 U.S.T. 1270, 575 U.N.T.S. 159 [hereinafter ICSID Convention].
[12] Int’l Ctr. for Settlement of Inv. Disps. (ICSID), List of Contracting States and Other Signatories of the Convention, https://icsid.worldbank.org/en/Pages/icsiddocs/List-of-Member-States.aspx [https://perma.cc/LR3Z-XUYT] (last visited Oct. 23, 2026).
[13] Agreement on Encouragement and Reciprocal Protection of Investments, Neth.–Venez., Oct. 22, 1991, 1788 U.N.T.S. 31069 (entered into force on Nov. 1, 1993, which was terminated by Venezuela by notice dated 30 April 2008; termination took effect on 1 November 2008).
[14] Gilberto A. Guerrero-Rocca, In Case of Fire, Please Denounce the ICSID Convention: The Socio-Legal Risks of Adopting a Pro-State Approach Towards Articles 71-72 Dealing with Sovereign Repeat Players, 11 World Arb. & Mediation Rev. 129 (2017).
[15] This paper does not address Venezuela’s urgent need to return to the international system of human rights, that is, to rejoin the American Convention of Human Rights (i.e. San Jose Convention), and the legal reform needed to implement alternative dispute resolution mechanisms (ADRs) domestically in a wide range of areas, including but not limited to family disputes, small claims, labor litigation and alike.
[16] Published in the Official Gazette of the Republic of Venezuela No. 5390 Extraordinary, Oct. 22, 1999.
[17] Gómez & Guerrero-Rocca, supra note 5, at 48.
[18] Article 22 provides as follows: “Disputes arising between an international investor whose country of origin has in effect with Venezuela a treaty or agreement on the promotion and protection of investments, or disputes to which are applicable the provision of the Convention Establishing the Multilateral Investment Guarantee Agency (OMGI –MIGA) or the Convention on the Settlement of Investment Disputes between States and National of other States (ICSID), shall be submitted to international arbitration according to the terms of the respective treaty or agreement, if it so provides, without prejudice to the possibility of making use, when appropriate, of the dispute resolution means provided for under the Venezuelan legislation in effect.”
[19] Tribunal Supremo de Justicia, Sala Constitucional, Decision No. 1451/2008 (Oct. 17, 2008).
[20] Mobil Corporation and others v. Bolivarian Republic of Venezuela, ICSID Case No. ARB/07/27, Decision on Jurisdiction (June 10, 2010); CEMEX Caracas Investments B.V. and CEMEX Caracas II Investments B.V. v. Bolivarian Republic of Venezuela, ICSID Case No. ARB/08/15, Decision on Jurisdiction (Dec. 30, 2010); Brandes Investment Partners, LP v. Bolivarian Republic of Venezuela (ICSID Case No. ARB/08/3), Award (Aug. 2, 2012).
[21] Published in the Official Gazette of the Bolivarian Republic of Venez. (Extra.) No. 6.152 (Nov. 19, 2014).
[22] Fedax N.V. v. Venezuela, ICSID Case No. ARB/96/3, Decision on Jurisdiction (July 11, 1997); Vannessa Ventures (Infinito Gold) v. Venezuela, ICSID Case No. ARB(AF)/04/6, Award (Jan. 16, 2013) (following Fedax N.V. v. Venezuela)(This position is reinforced by the Vienna Convention on the Law of Treaties of 1969, of which Venezuela is not a party, but is considered enforceable as customary international law).
[23] Official Gazette No. 41.310, Dec. 29, 2017.
[24] Official Gazette of the Bolivarian Republic of Venez. (Extra.) No. 6583 (Oct. 12, 2020).
[25] UNCTAD, Investment Policy Monitor 32 (Dec. 2025).
[26] Reuters, Venezuela’s Rodríguez Proposes Oil Reform to Ease Investment (Jan. 15, 2026, updated Jan. 16, 2026), https://www.reuters.com/business/energy/venezuelas-rodriguez-proposes-oil-reform-facilitate-investment-2026-01-15/ [https://perma.cc/7Y6G-G5V7] (last visited Oct. 23, 2026).
[27] Official Gazette of the Bolivarian Republic of Venez. (Extra.) No. 6.978 (Jan. 29, 2026).
[28] Gilberto A. Guerrero-Rocca, Challenges and Strategies When Representing Sovereign Repeat Players in Investment-Arbitration 15 World Arb. & Mediation Rev. (forthcoming Nov. 2026) (Vol 15, No. 4).
[29] Official Gazette No. 6.978.
[30] U.S. Department of Treasury, Office of Foreign Assets Control (OFAC), General License No. 50C, Authorizing Transactions Related to Oil or Gas Sector Operations in Venezuela of Certain Entities, issued on August 27, 2026. Ratified by GL 49B (issued on Sept. 28, 2026).
[31] OFAC, General License No. 50C (“(a), (1) Any contract for such transactions with the Government of Venezuela, Pdvsa, or Pdvsa Entities shall require that dispute resolution proceedings relating to the contract occur in the United States, the United Kingdom, France, or Singapore.”).
[32] See Marcos Carrillo, Venezuela: Hydrocarbons and Mining Arbitration in the Aftermath of January 3, Kluwer Arb. Blog (May 13, 2026), https://legalblogs.wolterskluwer.com/arbitration-blog/venezuela-hydrocarbons-and-mining-arbitration-in-the-aftermath-of-january-3/.
[33] Ryan Dezember, Halliburton and Its Rivals Can’t Wait to Get Back into Venezuela, Wall St. J. (Jan. 16, 2026), https://www.wsj.com/business/energy-oil/venezuela-oil-halliburton-rival-companies-c3cdc50a [https://perma.cc/TU5B-G9G7] (last visited Oct. 30, 2026).
[34] EY, Shadow Economy Exposed: Estimates for the World and Policy Paths (Mar. 2025), https://www.ey.com/content/dam/ey-unified-site/ey-com/en-gl/insights/tax/documents/ey-gl-shadow-economy-report-02-2025.pdf (Shadow tax in the oil industry generally refers to regressive, often hidden, levies or mechanisms that secure government revenue, or it refers to tax avoidance strategies within the shadow economy); See Juan Carlos Boué, ExxonMobil y ConocoPhillips contra la República Bolivariana de Venezuela: Informe de Avance 31 (2014), https://s3.amazonaws.com/cdn.curtis.com/news-attachments/ExonMobil_ConocoPhilips_Republica_Bolivariana_de_Venezuela.pdf (In specific contexts, it denotes financial obligations, such as the 50% revenue share in Venezuela, designed to secure payments to the state).
[35] ConocoPhillips v. Bolivarian Republic of Venezuela, ICSID Case No. ARB/07/30, Award, ¶¶ 723–86 (Mar. 8, 2019). A windfall ax in the oil industry is a special, often temporary, levy imposed by governments on excessive, unexpected profits stemming from rapid price surges, such as those caused by geopolitical conflicts or supply shocks.
[36] Gilberto A. Guerrero-Rocca, The Prodigal Son Comes Home: Ecuador Returns with Investment-Arbitration, 12 World Arb. & Mediation Rev. 299 (2018).
[37] Six BITs, including the three recently concluded with the Republic of Colombia, the Republic of Turkey and the People’s Republic of China, are yet to be ratified and therefore have not entered into force.
[38] Victorino J. Tejera Pérez, ¨Arbitraje de Inversiones en Venezuela”¨ Coleccion Estudios Juridicos Nro 97. Editorial Juridica Venezolana, Caracas, 2012. P. 206. (At least three failed negotiations between the US and Venezuela were held in the 90s and early 2000s); See OPIC Karimun Corp. v. Bolivarian Republic of Venezuela, ICSID Case No. ARB/10/14, Award, ¶ 141 (May 28, 2013) (citing the testimony of Werner Corrales, a contributor to the Venezuelan Investment Law, noting how he discussed the disruption in progress of a BIT between the US and Venezuela in 1998).
[39] U.S. Dep’t of State, Bilateral Investment Treaties and Related Agreements, https://2009-2017.state.gov/e/eb/ifd/bit/index.htm [https://perma.cc/WYQ2-PZY5] (last visited Oct. 23, 2026).
[40] Internal Revenue Serv., Venezuela – Tax Treaty Documents, https://www.irs.gov/businesses/international-businesses/venezuela-tax-treaty-documents (last updated Aug. 8, 2026) (last visited Oct. 23, 2026).
[41] Guerrero-Rocca, supra note 36; Waste Management (II) v. Mexico, ICSID Case No. ARB(AF)/00/3, Award, ¶ 174 (Apr. 30, 2004).
[42] ConocoPhillips, ICSID Case No. ARB/07/30, Award, ¶¶ 349–50.
[43] Mobil Corp., ICSID Case No. ARB/07/27, Award, ¶¶ 248, 256-57, 275, 278, 299, 305-06 (Oct. 9, 2014). Claimants were awarded USD 1,411.7 million and USD 179.3 million for expropriations and USD 9.04 million for curtailments, for a total of USD 1.6 billion.
[44] Mobil Corp., ICSID Case No. ARB/07/27, Decision on Annulment, ¶¶ 164, 189 (Mar. 9, 2017).
[45] Mobil Corp., ICSID Case No. ARB/07/27, Award (Resubmission Proceeding) (July 10, 2023).
[46] Also called an “observance-of-undertakings” clause.
[47] Associated Press, Venezuela Swears in Interim Leader, Seeking to Show It Operates Free from U.S. Control, NPR (Jan. 5, 2026, 3:41 PM ET), https://www.npr.org/2026/01/05/g-s1-104632/venezuela-government (reporting that On January 5, 2026, Ms. Delcy Rodríguez (Vice President of Venezuela) was sworn in as acting president by her brother, Jorge Rodríguez, the president of the National Assembly of Venezuela, according to Article 233 of the Constitution of the Bolivarian Republic of Venezuela).
[48] Gilberto A. Guerrero-Rocca, Venezuela: Maduro is Gone but The Unending Saga of International Arbitration, Litigation, and Collection of Defaulted Bonds Continues, 15 World Arb. & Mediation Rev. 221 (2021).
[49] At least three rounds of negotiations took place and failed between the US and Venezuela in the 90s and early 2000s.
[50] See supra note 40.
[51] Gilberto A. Guerrero-Rocca, Praising Calvo and Wearing Investors' Robes: A Case Study of Venezuela and its Strategy in Investment Treaty Arbitration in the Oil, Gas and Mining Sectors. Stanford University, 2013.