The YPF lawsuit against Argentina is a long-running U.S. federal case brought by former minority shareholders of the Argentine oil company YPF S.A., who claimed Argentina broke the company’s own bylaws when it seized a 51% stake in 2012 without buying out other investors. A New York federal judge agreed and ordered Argentina to pay $16.1 billion in September 2023. In March 2026, the U.S. Court of Appeals for the Second Circuit wiped out that judgment, ruling that the shareholders had no viable breach-of-contract claim under Argentine law. The plaintiffs are now looking at rehearing, a possible Supreme Court petition, and international arbitration.1WilmerHale. Second Circuit Vacates $16 Billion Judgment in Long-Running Litigation Against Argentina
The 2012 Seizure That Started It All
YPF was Argentina’s largest oil company, privatized in the early 1990s. By 2012, Spain’s Repsol held about 57%, the Petersen Group (controlled by Argentina’s Eskenazi family) held roughly 25%, and the rest traded publicly.2IESE Business School. The Expropriation of YPF
On April 16, 2012, President Cristina Fernández de Kirchner announced the government would take 51% of YPF from Repsol, pointing to falling domestic production, a $10 billion fuel import bill, and the strategic value of the newly discovered Vaca Muerta shale formation. An intervention decree removed YPF’s board the same day, and Congress approved the expropriation on May 3, 2012.3BBC News. Argentina to Nationalise Oil Company YPF2IESE Business School. The Expropriation of YPF
The nationalization broke the Eskenazi family financially. With YPF dividends suspended, the Petersen Group could not service more than $2 billion in debt owed to Repsol and banks including Citigroup, Credit Suisse, and Goldman Sachs. Creditor banks seized much of the Petersen stake, and the Petersen entities filed for bankruptcy in Madrid.4Bloomberg. Billionaire Eskenazis Confront Repsol Debt After YPF Seizure5Buenos Aires Herald. YPF Case: Timeline of Events Since Preska Order
Repsol went its own way. In February 2014, it settled with Argentina for roughly $5 billion in sovereign bonds and dropped its claims. The U.S. litigation you’re reading about is separate from that Repsol settlement.6Reuters. Spain’s Repsol Agrees to $5 Billion Settlement With Argentina Over YPF
Who Is Actually Suing Argentina
The plaintiffs on paper are the Petersen entities and Eton Park Capital Management, a New York hedge fund that also held YPF shares. But the real driver is Burford Capital, a publicly traded litigation finance firm. During the Petersen bankruptcy in Madrid, a trustee auctioned the right to litigate against Argentina, and Burford bought it for €15 million.7Smith, Gambrell & Russell. Second Circuit Vacates US$16.1 Billion Petersen Judgment Against Argentina
Burford filed the Petersen suit in the U.S. District Court for the Southern District of New York in April 2015. Eton Park sued in November 2016, and the two cases were consolidated. Under Burford’s financing deals, it stood to receive 70% of any Petersen recovery and 75% of the Eton Park recovery.8CourtListener. Petersen Energia Inversora v. Argentine Republic7Smith, Gambrell & Russell. Second Circuit Vacates US$16.1 Billion Petersen Judgment Against Argentina
The Legal Theory: A Bylaw Argentina Never Honored
The plaintiffs’ argument rested on a single provision in YPF’s 1993 bylaws, adopted when the company was privatized. That provision required any party acquiring 49% or more of YPF’s shares to make a tender offer for the remaining shares, at a price fixed by a formula in the bylaws. Argentina took 51% and never made the offer. The plaintiffs called that a breach of contract.9Lawfare. Petersen v. Argentina: Unpacking a $16 Billion Judgment
Why a New York Court Could Hear the Case
Argentina’s first move was to invoke sovereign immunity. The Foreign Sovereign Immunities Act generally shields foreign governments from being sued in U.S. courts, but it has a commercial activity exception when the acts at issue are commercial and cause a direct effect in the United States.9Lawfare. Petersen v. Argentina: Unpacking a $16 Billion Judgment
District Judge Loretta Preska ruled in 2016 that the exception applied. Failing to make a tender offer required by corporate bylaws was a commercial act, she found, and the bylaws required the offer materials to be delivered in New York, which supplied the direct effect. Argentina lost this jurisdictional fight at the Second Circuit, and the U.S. Supreme Court declined to take up the issue in June 2019. Judge Preska also rejected Argentina’s argument under the “act of state” doctrine, reasoning that the lawsuit challenged a contractual failure rather than the expropriation itself.10SCOTUSblog. Argentine Republic v. Petersen Energia Inversora9Lawfare. Petersen v. Argentina: Unpacking a $16 Billion Judgment
The $16.1 Billion Judgment
In March 2023, Judge Preska granted summary judgment on liability, finding Argentina had breached the tender offer obligation. A three-day bench trial then addressed the breach date and prejudgment interest.11U.S. District Court, S.D.N.Y. Petersen Energía Inversora v. Argentine Republic, Findings of Fact and Conclusions of Law
On September 15, 2023, Judge Preska entered judgment of $16.1 billion against Argentina: about $14.4 billion for the Petersen plaintiffs and $1.7 billion for Eton Park. The court applied the tender offer pricing formula in YPF’s bylaws (known as Formula D), adopted the methodology of the plaintiffs’ expert Professor Daniel Fischel, and rejected an alternative accounting method that Argentina argued would have cut damages by roughly $3.4 billion. Prejudgment interest ran at 8% simple interest from May 3, 2012.11U.S. District Court, S.D.N.Y. Petersen Energía Inversora v. Argentine Republic, Findings of Fact and Conclusions of Law
Argentina appealed. Judge Preska then issued a turnover order on June 30, 2025, directing Argentina to transfer its 51% Class D stake in YPF into a Bank of New York Mellon custody account within 14 days. Argentina resisted, citing national legislation that required a two-thirds congressional vote to transfer the shares. The U.S. Department of Justice supported Argentina’s position, and the Second Circuit granted a temporary stay of the turnover.12Reuters. US Judge Orders Argentina Transfer YPF Shares to Help Satisfy $16.1 Billion Judgment
The Second Circuit Reversal
On March 27, 2026, a three-judge panel of the Second Circuit reversed the entire $16.1 billion judgment. Circuit Judge Denny Chin wrote for the majority. The panel agreed the district court had jurisdiction under the FSIA, but found the underlying claims failed under Argentine law, which governed the contract.1WilmerHale. Second Circuit Vacates $16 Billion Judgment in Long-Running Litigation Against Argentina
The court gave two independent reasons. First, YPF’s bylaws were a “plurilateral organizational contract” governing internal corporate affairs, not a bilateral agreement between individual shareholders and the Argentine government. Under Argentine civil law, those organizational rules do not create the kind of reciprocal obligations needed to support a breach-of-contract damages claim.13Jus Mundi. Petersen Energía v. Argentine Republic, Second Circuit Opinion
Second, Argentine public law foreclosed the remedy anyway. Article 28 of Argentina’s General Expropriation Law states that “no action by third parties may impede the expropriation or its effects.” A $16.1 billion damages award, the majority concluded, “undoubtedly” interfered with the expropriation and was therefore barred.7Smith, Gambrell & Russell. Second Circuit Vacates US$16.1 Billion Petersen Judgment Against Argentina
Circuit Judge José Cabranes dissented, arguing the majority ignored protections promised to private investors when YPF was privatized. Along with reversing the money judgment, the Second Circuit vacated the June 2025 turnover order, mooting the enforcement fight.14Courthouse News Service. Second Circuit Reverses $16 Billion Judgment Against Argentina Over Renationalized Oil Company1WilmerHale. Second Circuit Vacates $16 Billion Judgment in Long-Running Litigation Against Argentina
The reversal was a political win for President Javier Milei, who called it “the greatest legal achievement in national history” and noted the vacated judgment was larger than Argentina’s 2024 loan from the International Monetary Fund. Sullivan & Cromwell represented Argentina.14Courthouse News Service. Second Circuit Reverses $16 Billion Judgment Against Argentina Over Renationalized Oil Company15Sullivan & Cromwell. SC Obtains Historic Reversal of Judgment Against Republic of Argentina
Burford Capital’s share price fell on the New York and London exchanges after the ruling. The firm booked a capital provision loss of $1.669 billion in the first quarter of 2026, driven almost entirely by a write-down of YPF-related assets to a carrying value of $93 million. Burford said the case had already produced $236 million in cash proceeds and over $100 million in profit from related activities, and that it held more than $700 million in liquid assets.16Stock Titan. Burford Capital Ltd Reports Material Event17Burford Capital. Burford Capital Further Statement on YPF Appeal Decision
Where the Case Goes From Here
As of mid-2026, the plaintiffs had not yet filed a Supreme Court petition. Burford has said it expects them to first seek rehearing en banc from the full Second Circuit, and then, if that fails, petition the Supreme Court. Burford has acknowledged both are long shots.18PR Newswire. Burford Capital Further Statement on YPF Appeal Decision
The bigger next move is international arbitration. Burford has formally notified Argentina of its intent to bring claims before the International Centre for Settlement of Investment Disputes under the 1991 bilateral investment treaty between Argentina and Spain. A mandatory six-month negotiation period must run before arbitration can formally begin. Argentina’s Treasury Attorney’s Office has acknowledged receiving the notification. Burford has described the arbitration path as a “multi-year process.”19Bilaterals.org. Burford Moves YPF Dispute to ICSID20Burford Capital. Burford Capital Further Statement on YPF
Why the Case Matters Beyond YPF
The YPF litigation is part of a broader pattern of investors pursuing Argentina in U.S. courts. The most notable earlier chapter involved hedge funds led by Elliott Management, which bought defaulted Argentine bonds at a discount after the country’s 2001 debt crisis and sued for full face value. That case settled in 2016, when Argentina paid $2.4 billion to holdout creditors.21Boston College Law Review. The Rise of Sovereign Vulture Funds
Legal scholars have raised concerns about how far the FSIA’s commercial activity exception should reach, and whether U.S. generalist judges are well suited to interpret foreign law in disputes so closely tied to sovereign acts.22Harvard International Law Journal. Petersen v. Argentina and the Drawbacks of U.S. Litigation Against Foreign Sovereigns The Second Circuit’s decision partly answered that by leaving jurisdiction intact but killing the claim on Argentine-law grounds. What comes next, in ICSID arbitration, will be governed by a different set of rules entirely.