RE: Wow31 Oct 2025 07:43
From CGPT:
When Argentina nationalized YPF in 2012, it seized a 51% stake from Repsol, the Spanish oil company.
Two investment funds — Burford Capital (on behalf of Petersen Energía and Eton Park Capital) — sued Argentina and YPF in U.S. court. Their argument:
Under YPF’s 1993 bylaws (adopted during privatization), anyone who acquired more than 15% of YPF’s shares had to make a tender offer to all shareholders at a specified “fair price” formula. Argentina, by taking control without making that tender offer, violated the bylaws, which were governed by New York law.
Judge Preska’s $16.1 billion judgment against Argentina in the YPF expropriation case (decided in the U.S. District Court for the Southern District of New York) came from a contractual damages formula — not a discretionary valuation — that stemmed directly from YPF’s own bylaws.
The Damages Formula (from YPF’s bylaws)
The bylaws defined the “fair price” for a mandatory tender offer as:
Fair Price
=
max
(
Highest Price Paid in Prior 2 Years
,
Market Price
,
Book Value
)
Fair Price=max(Highest Price Paid in Prior 2 Years,Market Price,Book Value)
At the time of the expropriation (April 2012):
Argentina took 51% of YPF. The “market price” clause, as interpreted by the court, meant the highest trading price of YPF ADRs (American Depositary Receipts) during a specific look-back period (about 30 trading days before the takeover).
The relevant market price was determined from YPF’s share price on the NYSE — around $39 per ADR (roughly $10 per share in local currency).
Applying the Formula to Petersen and Eton Park’s Stakes
Petersen Group held roughly 25% of YPF.
Eton Park held about 3.5%.
If Argentina had made the mandatory tender offer, those shareholders could have sold their shares at the fair price.
Judge Preska therefore calculated:
Damages
=
(
Fair Price per share
−
Actual Value realized
)
×
Number of shares
Damages=(Fair Price per share−Actual Value realized)×Number of shares
She also applied pre-judgment interest (a huge component) under New York law, which allows for simple interest at 8% per year.
Base damages (missed tender offer payment): ≈ $8.4 billion
Pre-judgment interest (2012 – 2023) at 8% simple interest: ≈ $7.7 billion
Total: ≈ $16.1 billion (This figure covers both Petersen and Eton Park’s claims together).
Key Points in Preska’s Reasoning
The breach occurred when Argentina failed to make the tender offer, not when it nationalized YPF.
The measure of damages had to reflect what investors would have received under the bylaws’ formula — not a market-based valuation of YPF as a company.
Interest was mandatory under New York law once the amount was determined.