Petersen Energ�a; Eton Park v. Argentie Argentine Republic, YPF S.A.

── Petersen Energ�a; Eton Park v. Argentie Argentine Republic, YPF S.A. ── Case No.: 23-23-77370 (L); 23-7376 (L) Court: Court of Appeals for the Second Circuit Date: March 27, 2026 Category: General 23-23-77370 (L); 23-7376 (L) Petersen Energía; Eton Park et al. v. Argentie Argentine Republic, YPF S.A.PF S.A. 23-7370 (L); 23-7376 (L) Petersen Energía Inversora et al.; Eton Park Cap. Mgmt. et al. v. Argentine Republic, YPF S.A. UNITED STATES COURT OF APPEALS FOR THE SECOND CIRCUIT August Term 2025 (Argued: October 29, 2025 Decided: March 27, 2026) Docket Nos. 23-7370 (L), 23-7463 (XAP), 23-7614 (XAP) and 23-7376 (L), 23-7471 (XAP), 23-7667 (XAP) PETERSEN ENERGIA INVERSORA S.A.U., PETERSEN ENERGIA S.A.U., Plaintiffs-Appellees-Cross-Appellants, - against - ARGENTINE REPUBLIC, Defendant-Appellant-Cross-Appellee, YPF S.A., Defendant-Conditional Cross-Appellant. ETON PARK CAPITAL MANAGEMENT, L.P., ETON PARK MASTER FUND, LTD., ETON PARK FUND, L.P., Plaintiffs-Appellees-Cross-Appellants, - against -  ARGENTINE REPUBLIC, Defendant-Appellant-Cross-Appellee, YPF S.A., Defendant-Conditional Cross-Appellant. ∗ ON APPEAL FROM THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK Before: CABRANES, CHIN, and ROBINSON, Circuit Judges. Appeal from orders and final judgment of the United States District Court for the Southern District of New York (Preska, J.) in two consolidated cases, culminating in a combined damages award of $16.1 billion to minority shareholders of an Argentine oil and gas company. The district court entered judgment for the shareholders, finding that the Argentine Republic violated Argentine law by expropriating a majority of the company's common shares in a ∗ The Clerk of the Court is respectfully directed to amend the official captions as shown above. -2- manner that violated its bylaws, and it awarded judgment to the company with respect to the shareholders' claims against the company. The Argentine Republic appeals, arguing that the judgment and preceding orders rested on, inter alia, erroneous interpretations of Argentine law. The shareholders cross-appeal, challenging the district court's judgment for the company and its dismissal of their promissory estoppel claims against both defendants. We hold that the shareholders' breach of contract damages claims against the Argentine Republic and the company are not cognizable as a matter of Argentine law, and that the shareholders' remaining claims against the Argentine Republic and the company are without merit. AFFIRMED in part, REVERSED in part, and REMANDED for further proceedings consistent with this opinion. Judge Cabranes dissents in a separate opinion. PAUL D. CLEMENT (C. Harker Rhodes IV, Nicholas M. Gallagher, on the brief), Clement & Murphy, PLLC, Alexandria, VA, and Mark C. Hansen, Derek T. Ho, Andrew E. Goldsmith, Kellogg, Hansen, Todd, Figel, & Frederick, PLLC,