This Commentary is addressed to members of the arbitration community who, like this Commentator, have seen Venezuela’s political and economic situation more or less vanish from the “headlines” in the nearly six months that have elapsed since US troops removed President Maduro and his wife from Venezuela and caused them to be transferred to New York to face federal criminal charges. But Venezuela has a particular fascination for our community, as dispute resolution has been and likely will continue to be a vital part of the equation for rebuilding Venezuela’s economy, democracy and civil society.

If you are a lawyer in a U.S. law firm with clients in the energy or mining sector who are, were, and/or could be investors in Venezuela, perhaps this is the wrong webpage for you today! You know so much more than is knowable from confidential client communications and direct negotiations with representatives of the Venezuelan regime and the Trump Administration.  That is also true if you are a lawyer in a U.S. law firm that, with the recent licensing blessing of the Office of Foreign Assets Control (OFAC), may advise Venezuela on the restructuring of its foreign debt, or may sit across the table in a negotiation for such restructuring . For others, who like this Commentator, have been left in a remarkable informational gap on a matter of great importance to geopolitics and the rule of law, I invite you to read on, as I synthesize what I have been able to discern, mainly from several dozen online media sources.

1. Trajectory for Democracy in Venezuela

In the near term, there appears to be no trajectory toward democratic government in Venezuela — as minimally defined by the conducting of free and fair elections, and a transition of power to the winners of such elections.  Two positions have been articulated by the Executive Branch of the US Government, one by the President and another by the Secretary of State. Neither rendition envisions elections in the near term.

The President in a recent announcement has held out the possibility of US annexation of Venezuela as “the 51st State.” The acting President of Venezuela, Delcy Rodriguez, who succeeded Mr. Maduro following his apprehension by US forces in the January 3, 2026 military operation, has stated publicly that the position of her government is to oppose any attempt of the United States to impose such a solution.

Within his remarks, the American President commented negatively on the Venezuelan opposition leader-in-exile Maria Machado, who prevailed by a large majority in Venezuela’s 2024 elections but was prevented from taking office my Mr. Maduro’s regime that included Ms. Rodriguez as Vice President. Ms. Machado departed Venezuela in December 2025 (in part to accept the Nobel Peace Prize in Norway) and has not returned, and in recent public statements expressed the hope that she might be able to return to Venezuela before the end of 2026. It seems implicit that she views the political and social environment in Venezuela as inhospitable under Ms. Rodriguez’s leadership.

The American Secretary of State has presented to Congress and the public a position that prioritizes the rehabilitation of Venezuela’s energy industry as a precursor to a restoration of democratic government, and he adopts the view that the current governing regime in Venezuelan is the appropriate partner of the United States, at the present time, for its plan to revitalize Venezuela’s energy sector. The Secretary of State has maintained a publicly cordial relationship with the opposition leader Ms. Machado, but has not suggested that the United States would seek to influence the current regime to permit her return from exile and her political party’s lawful participation in Venezuelan political discourse.

Under either of these articulations of United States policy, it is assumed that the Venezuelan regime led by Ms. Rodriguez, is a suitable U.S. partner notwithstanding the illegitimacy of any claim it might make to an electoral mandate.  Thus the Rodriguez Government is, for an indefinite term, an undemocratic regime acting in partnership with the US Government, and tentatively with the US energy and mining sectors, in determining the future course of natural resource development in Venezuela and distribution of wealth from that activity.

Can an economic resurgence succeed within an undemocratic State? And in examining this question, it is important consider what the US objectives truly are: to encourage new US private investment in Venezuela’s energy sector?, to resolve Venezuela’s foreign sovereign debt situation or at least that portion of it that pertains to US creditors?, to restore domestic economic conditions and civil society conditions favorably? to mitigate the plight of millions of Venezuelan refugees living outside Venezuela and heavily concentrated in the United States?

2. The Venezuela Investment Outlook as Seen by “Big Oil”

ExxonMobil:  ExxonMobil’s widely-publicized statement in January 2026 that Venezuela was “uninvestable” despite the US Government intervention has more recently been adjusted by more measured remarks from the Company’s CEO. In early May, the Company’s CEO stated in an earnings call that he “feel[s] positive about what’s happening, the opportunity there,” adding that the Company is “uniquely positioned [to] play an important role” in bringing Venezuela’s oil reserves to market. (This evidently refers at least in part to ExxonMobil’s US-located refining capacity for “heavy” and “sour” crude oil). But even considered most optimistically, these remarks appeared to connote that ExxonMobil is open to being persuaded that Venezuela is “investable,” not that it has drawn a conclusion that this is so.

As this Post reached its publication date, news reports surfaced that ExxonMobil was in serious negotiations with Venezuela to return as a producer of Venezuela’s heavy crude. One wonders whether the commercial logic of high market prices and adaptable refining capacity is sufficient to entice ExxonMobil to return without further democratic reforms, rule of law advances, and clear solutions for Venezuela’s Award/Judgment debt to the company. The most recent reports in the financial press hint at a possible solution whereby ExxonMobil’s judgment creditor position might be satisfied to some degree by restoring ownership of expropriated assets.

Meanwhile, on April 7, 2026, the DC Circuit Court of Appeals summarily affirmed the District Court’s judgment enforcing under the ICSID Convention an ICSID Award made in October 2014 in favor of the Company’s Mobil Cerro Negro affiliate for $1.6 billion plus interest. See Mobil Cerro Negro, Ltd. v. Bolivarian Republic of Venezuela, 2025 WL 2758226 (D.D.C. Sept. 26, 2025), aff’d mem., 2026 WL  1042154 (D.C. Cir. Apr. 7, 2026). ExxonMobil is evidently not among the judgment creditors of Venezuela who seek to have satisfaction from proceeds of a sale of Citgo, the U.S.-based refinery and retail subsidiary of Venezuela’s state-owned oil entity PDVSA. According to the District Court judgment approving a sale of Citgo to a bidder in a Court-supervised auction — presently unconsummated while an appeal to the US Third Circuit Court of Appeals runs its course — judgment creditors holding about $5.5 billion, out of the $20 billion of judgment creditor claims for which orders of attachment were made against Citgo USA, stand to be satisfied when and if that asset sale is consummated. See Crystallex Int’l Corp. v. Bolivarian Republic of Venezuela, 2025 WL 3281353 (D. Del. Nov. 25, 2025), appeal filed, Case No. 25-3564 (3d Cir. Dec. 29, 2025).

Still, there is no clear evidence on the public record on what role in ExxonMobil’s investment assessment will be played by Venezuela’s movement away from authoritarian and undemocratic government. CAVEAT: The US Executive Branch via the Treasury Department’s Office of Foreign Assets Control stated on March 18, 2026, that “[a] specific license will be required before any sale is executed in the Crystallex case.”

Chevron: In recent weeks, Chevron has agreed with PDVSA on what the oil industry media refer to as “asset swap deals.” It is unclear (and perhaps doubtful) that these deals involve significant new capital investment by Chevron or that they may be taken as a leading indicator of forthcoming new capital investment by Chevron or others. Chevron’s recent history in Venezuela sets is apart from its US competitors. Unlike ExxonMobil and ConocoPhillips, Chevron elected to continue its operations in Venezuela after the 2007 nationalizations and thus did not follow the route of asserting expropriation claims before ICSID Tribunals (with respect to Venezuela). It is inferable, although available publications do not say so expressly, that Chevron’s physical infrastructure in Venezuela has been largely maintained and has been in continuous use — Chevron having obtained by lobbying the Trump Administration an OFAC General License to continue its operations — and that the capital investment in infrastructure repair and construction that its competitors would require is not an obstacle to Chevron for ramping up production in certain areas where operations have continued on a limited basis.

Evidently one consequence of Chevron’s ability to continue operations was that it was able to retire Venezuela/PDVSA debt to Chevron by setoffs against oil production or revenues otherwise allocable to its sovereign partners. Thus it appears that Chevron is in a materially different economic position from its competitors who have fought arbitration and award enforcement battles with Venezuela for nearly two decades. Further, the “asset swap deals” as described in online media do not appear to involve new capital investment by Chevron, but a rearrangement of percentage interests in a joint venture coupled with some favorable reallocation of producible reserves.

A full economic analysis is obviously not possible for an outsider. But the foregoing context is a reason to regard with caution any suggestions from the Trump or Rodriguez Administrations that Chevron’s activity is proof that resuscitation of the energy sector without parallel democracy/rule of law/human rights reforms is a viable approach.

ConocoPhillips:  Like ExxonMobil, and unlike Chevron, ConocoPhillips elected not to continue operations in Venezuela after the 2007 nationalizations, and was a successful Claimant in investment arbitrations, achieving now-confirmed Awards that exceed $12 billion. Unlike ExxonMobil, ConocoPhillips pursued orders of attachment against the Citgo US assets, and stands to recover slightly less than $1.5 billion of that $12 billion from proceeds of the Citgo US auction IF (i) the purchase offer approved in November 2025 by the Delaware federal district court is affirmed in the Third Circuit appeal (or if the appeal were to be withdrawn), (ii) there is a closing of the judicially-approved sale, following, if still required, issuance of an OFAC license to permit the sale, and (iii) within an OFAC License if still required, proceeds are distributed in accordance with the judgment creditor satisfaction priority shown in the District Court’s opinion. Crystallex, supra, 2025 WL 3281353 at *15.

But ConocoPhillips evidently is comparable to Exxon Mobil in its caution (perhaps reluctance in the near term) about new investment in extracting and marketing Venezuelan oil and gas, albeit with more different rhetorical flourish (calling Venezuela’s recent reforms “woefully inadequate”). In public statements, ConocoPhillips’ CEO has indicated that recovery of the $12 billion is a priority over new investment, and that Venezuela’s new 2026 Hydrocarbons law and the Trump Administration’s policy openings to new investment are welcome but not sufficient conditions for new investment. ConocoPhillips evidently has not taken a public position concerning a timetable for Venezuelan elections. Neither has the Company indicated  its view of the connections (if any) of new elections, and political and civil society reform, to its Venezuela investment outlook.

Repsol:  In April 2026 the Spanish oil-gas producer/refiner Repsol reached an agreement with Venezuela and PDVSA “to regain operational control of key oil assets” and to increase production over a three-year period. Like Chevron, Repsol has continued operations in Venezuela — in the case of Repsol, through a joint venture with PDVSA since 1993.

The Spanish energy firm’s commitment agreement is a pathway for our understanding of how the Trump Administration participates in Venezuela’s post-Maduro energy industry initiatives. Under the pertinent OFAC license (No. 50A) allowing transactions with Venezuela and PDVSA by Repsol (and also by Shell, British Petroleum, Italy’s Eni, and Chevron) “monetary payments” payable to Venezuela-sanctioned entities and persons must be paid to the U.S. Treasury, for deposit into a “Foreign Government Deposit Fund” (“FGDF”) unless the Treasury Department issues different payment instructions. So if Repsol does indeed increase production as it has committed to do, if PDVSA meets its commitments to send tankers full of crude oil to Spain for refining in Repsol refineries, and if Repsol then sells the products, PDVSA’s share of those proceeds is payable to a U.S. controlled FGDF.

It bears mention here that Venezuela reportedly owes Repsol $5.4 Billion, and it is possible that Repsol and Venezuela would elect to treat PSVSA’s share of such proceeds as a retirement of debt and send no funds to the U.S. FDGF  It has also been written that at least one of the FGDFs has been established in a bank in Qatar, raising concerns about transparency of the US Government’s disposition of proceeds that may be deposited.

3. Legal Status of OFAC License Regime for the Chevron/Repsol Group

The arbitration community will watch with keen interest the evolution Venezuela’s parallel tracks of foreign debt restructuring and revival of the energy sector. Looming over this process are a series of OFAC Licenses (some General, some Specific) and the Executive Orders that enable some provisions in those Licenses. Here I examine one significant element in this equation: the OFAC License permitting transactions by the Chevron/Repsol Group as I have defined it above.

As noted above,  OFAC License 50(A) requires monetary payments due the Venezuela or PDVSA to be deposited in a Treasury Department-controlled Foreign Government Deposit Fund (“FGDF”). Essential terms and conditions of those FGDFs are established in Executive Order 14373, notably that the funds so deposited shall not be subject to lien or attachment by Venezuela/PDVSA creditors. The Executive Branch relies, for its power to intervene in this way in the availability of Venezuela assets to Venezuela creditors on the International Emergency Economic Powers Act (IEEPA) — the same statute relied upon by the Executive Branch to impose tariffs, the same statute that was the subject of a significant interpretive ruling by the Supreme Court of the United States, in connection with the reliance on IEEPA to impose tariffs by Executive Order, on February 19, 2026. Learning Resources, Inc. v. Trump, 146 S. Ct. 628 (2026).

At least two questions arise that the arbitration community will watch closely. First, what will US courts say, if asked, about the power of the Executive Branch to limit the rights that creditors of Venezuela would otherwise have under US law with respect to execution of their Judgments against Venezuela assets located in the United States? Second, insofar as the Treasury Department elects to locate FGDFs in foreign States, how does this action affect the rights of Venezuela creditors in the US legal system — notably creditors holding Judgments based on New York Convention/FAA enforcement of arbitral awards, or ICSID Convention Awards that have become US Judgments under 22 U.S.C. 1650a?

The IEEPA in pertinent text permits the President to issue Executive Orders to address “an[] unusual and extraordinary threat, which has its source in whole or substantial part outside the United States, to the national security, foreign policy, or economy of the United States.” Arguments might be presented to a U.S. Court concerning the existence of such a threat and the scope of judicial review of the President’s threat assessment and the relationship between the threat and the adopted measures.

4.  Arbitrations Pending and Future

Public indications of pending arbitration cases against Venezuela, in the energy and mining sectors, suggest that claims valued in the tens of billions of dollars remain to be arbitrated, if settlement of those claims is not part of the debt restructuring process.

A Canadian gold and copper mining investor, already an Award creditor since 2014 based on expropriation of its interests, in 2025 filed a new BIT-based Investor-State arbitration claim alleging an estimated additional $7 billion in damages based on Venezuela’s alleged breach of a settlement agreement, relating to the unpaid obligations of that earlier Award, that contemplated a new j joint venture. As of this writing, public sources indicate that the Tribunal for that case is not yet fully constituted.

And a new arbitration under the ICSID Additional Facility Rules was filed in December 2025 by an affiliate of the oil field services firm Halliburton. The Request for Arbitration is not publicly available, but online reports suggest the damages claim may exceed $200 million.

Whether these relatively new arbitrations portend a wave of additional high-value arbitrations cannot be assessed here. But these relatively new cases do suggest that an organized multinational claims filing process, for claims arising prior to January 2026, with a fixed claim commencement deadline, might be a useful component of any overall solution to the sovereign debt predicament faced by Venezuela.

It’s worthwhile for US arbitration practitioners to consider the dispute resolution mandate of OFAC License 50A (taking that License as an example!! – This is not a survey all OFAC Licenses relating to the Venezuela energy and mining sectors issued in 2026 after the arrest of Maduro). Suppose Repsol or Chevron (or another one of the six companies to which 50A applies), through one of its joint ventures with PDVSA in which PDVSA owns at least 50%, contracts with a U.S. person to repair damaged and decommissioned FPSOs (Floating Production, Storage and Offloading Units). That contract appears to be authorized by 50A provided, inter alia, that the contract specifies “that the laws of the United States or any jurisdiction within the United States govern the contract and that any dispute resolution under the contract occur in the United States.”

How will this impact the market? Will there be an uptick in U.S. energy service provider contracts related to Venezuela that stipulate state or federal court jurisdiction in the U.S. ?  Will such contracts broadly provide for international arbitration (and mediation/conciliation if any) at a U.S. seat? Or will some service provider contract work be redirected based in part on this dispute resolution mandate to non-U.S. service providers?  What can be observed, with some confidence, is that the dispute resolution situation inherited from the Chavez-Maduro years will be ousted: U.S. service providers in OFAC 50A contracts will not, indeed may not, contract for resort to Venezuelan courts under Venezuelan law, with further recourse if possible to Investor-State arbitration if Venezuelan courts did not provide relief.

Caveat to the above: Well beyond the scope of this Blog Post is the subject of so-called “secondary sanctions” upon non-US persons for conduct outside the scope of a license granted for U.S. persons. Whether non-US service providers would err in favor in U.S. dispute resolution clauses, or whether OFAC would consider that such decisions are required, is beyond the scope of this Post.

5. Arbitration Under New Joint Ventures With And Licenses to Returning Investors ?

Within a few days after the departure of Mr. Maduro, Venezuela unveiled a new Hydrocarbons Law designed to attract new energy sector investment, and re-investment by U.S. companies like ExxonMobil and ConocoPhillips that discontinued operations and pursued expropriation claims after the Maduro-era nationalizations. The possibility of international arbitration for new joint ventures between such investors and PDVSA (or even perhaps direct concessions/licenses to foreign firms) has been held out by Venezuela —  with the proviso that details concerning the terms on which Venezuela might be willing to accept arbitration will be contained in guidelines to be issued by the Ministry of Hydrocarbons.

Nearly six months later, evidently no such guidelines have been issued, although Venezuela’s Minister of Hydrocarbons has made public hints in recent days to an industry audience in Houston that arbitration seated outside Venezuela might be accepted.

How dispute resolution will figure in new investment decisions by US and other foreign investors remains to be seen. But many of us in the arbitration community will watch the evolution of the formally offered dispute resolution frameworks closely, believing that at least some decision-makers and advisers within the energy companies invited to invest/reinvest will be strongly influenced by the legacy of unsatisfied awards and judgments .

Perhaps even more difficult to assess is whether even a satisfactory dispute resolution framework will be sufficient to induce reinvestment and new investment while Venezuela remains governed by successors to Mr. Maduro who were actors within the Maduro regime prior to his departure and have not stood for election since then.  Dispute resolution lawyers advising such potential investors are sensitive to the fact that judicial support for (or non-intervention in) the arbitral process by courts of the State where business operation of the investing party occur is a significant consideration, if not on par with the choice of the seat then perhaps not far behind.

The reinvestment-first-democracy-later approach of the U.S. Government’s Executive Branch at this time of this writing will endure stress tests in investor decisions in the coming months.