Case: 18-2797 Document: 003113208533 Page: 1 Date Filed: 04/10/2019

Nos. 18-2797, 18-3124

_______________________________________________________________

IN THE UNITED STATES COURT OF APPEALS

FOR THE THIRD CIRCUIT
_______________________________________________________________

CRYSTALLEX INTERNATIONAL CORP.,

Plaintiff-Appellee,
v.
BOLIVARIAN REPUBLIC OF VENEZUELA,
Defendant-Intervenor-Appellant,
PETRÓLEOS DE VENEZUELA, S.A.,
Intervenor-Appellant.
_______________________________________________________________

Appeal From The United States District Court For The District of Delaware
No. 1:17-mc-151-LPS, Chief Judge Leonard P. Stark
_______________________________________________________________

BRIEF FOR PLAINTIFF-APPELLEE

CRYSTALLEX INTERNATIONAL CORP. IN RESPONSE TO
BRIEF OF INTERVENOR BOLIVARIAN REPUBLIC OF VENEZUELA
_______________________________________________________________

Robert L. Weigel Miguel A. Estrada

Rahim Moloo Counsel of Record
Jason W. Myatt Lucas C. Townsend
GIBSON, DUNN & CRUTCHER LLP Matthew S. Rozen
200 Park Avenue GIBSON, DUNN & CRUTCHER LLP
New York, NY 10166 1050 Connecticut Avenue, N.W.
(212) 351-4000 Washington, D.C. 20036
(202) 955-8500

Counsel for Plaintiff-Appellee Crystallex International Corp.

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TABLE OF CONTENTS
Page

INTRODUCTION .....................................................................................................1 

BACKGROUND .......................................................................................................7 

ARGUMENT .............................................................................................................9 

I.  The FSIA Does Not Preclude Registration Of Judgments

Against Foreign States Under 28 U.S.C § 1963 ...................................9 

II.  Bancec’s Alter-Ego Standard Applies To Questions of

Immunity And Subject-Matter Jurisdiction ........................................17 

III.  The Political Circumstances In Venezuela Do Not Affect These

Appeals ................................................................................................21 

CONCLUSION ........................................................................................................25 

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TABLE OF AUTHORITIES
Page(s)

Cases
Alejandre v. Telefonica Larga Distancia de P.R.,
183 F.3d 1277 (11th Cir. 1999) .......................................................................... 19

Argentine Republic v. Amerada Hess Shipping Co.,

488 U.S. 428 (1989) ................................................................................15, 16, 17

Bank Markazi v. Peterson,

136 S. Ct. 1310 (2016) ........................................................................................ 13

Birch Shipping Corp. v. Embassy of United Republic of Tanzania,

507 F. Supp. 311 (D.D.C. 1980) ......................................................................... 14

Canfield v. Statoil USA Onshore Props. Inc.,

2017 WL 1078184 (M.D. Pa. Mar. 22, 2017) .................................................... 19

Carcieri v. Salazar,
555 U.S. 379 (2009) ......................................................................................10, 17

Chevron Corp. v. Republic of Ecuador,

987 F. Supp. 2d 82 (D.D.C. 2013) ...................................................................... 15

Crystallex Int’l Corp. v. Bolivarian Republic of Venezuela,

2019 WL 668270 (D.C. Cir. Feb. 14, 2019) ......................................................... 7

Crystallex Int’l Corp. v. Bolivarian Republic of Venezuela,

244 F. Supp. 3d 100 (D.D.C. 2017) ...................................................................... 7

Doe v. Holy See,

557 F.3d 1066 (9th Cir. 2009) ............................................................................ 19

Dole Food Co. v. Patrickson,

538 U.S. 468 (2003) ............................................................................................ 18

Fassett v. Delta Kappa Epsilon,

807 F.2d 1150 (3d Cir. 1986) ............................................................................. 21

Fed. Ins. Co. v. Richard I. Rubin & Co.,

12 F.3d 1270 (3d Cir. 1993) .........................................................................18, 21

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TABLE OF AUTHORITIES (continued)

Page(s)

First City, Tex.-Houston, N.A. v. Rafidain Bank,

150 F.3d 172 (2d Cir. 1998) ............................................................................... 19

First City, Tex.-Houston, N.A. v. Rafidain Bank,

281 F.3d 48 (2d Cir. 2002) ................................................................................. 11

First Nat’l City Bank v. Banco Para el Comercio Exterior de Cuba,

462 U.S. 611 (1983) ................................................................6, 17, 18, 19, 20, 21

Foremost-McKesson, Inc. v. Islamic Republic of Iran,

905 F.2d 438 (D.C. Cir. 1990) ............................................................................ 19

FW/PBS, Inc. v. City of Dallas,

493 U.S. 215 (1990) ............................................................................................ 14

Hester Int’l Corp. v. Fed. Republic of Nigeria,

879 F.2d 170 (5th Cir. 1989) .............................................................................. 19

Hollinger Int’l, Inc. v. Black,

844 A.2d 1022 (Del. Ch. 2004) .......................................................................... 22

Inmates of Allegheny Cty. Jail v. Wecht,

754 F.2d 120 (3d Cir. 1985) .........................................................................23, 24

Jaconski v. Avisun Corp.,

359 F.2d 931 (3d Cir. 1966) ............................................................................... 21

Jesner v. Arab Bank, PLC,

138 S. Ct. 1386 (2018) ........................................................................................ 20

Kalamazoo Spice Extraction Co. v. Provisional Military Gov’t of

Socialist Ethiopia,
616 F. Supp. 660 (W.D. Mich. 1985) ................................................................. 19

Kiobel v. Royal Dutch Petroleum Co.,

569 U.S. 108 (2013) ......................................................................................20, 21

LNC Invs. LLC v. Republic Nicaragua,

396 F.3d 342 (3d Cir. 2005) .........................................................................10, 14

In re McDonald,
205 F.3d 606 (3d Cir. 2000) ............................................................................... 18

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TABLE OF AUTHORITIES (continued)

Page(s)

Ministry of Def. v. Cubic Def. Sys., Inc.,

236 F. Supp. 2d 1140 (S.D. Cal. 2002) .............................................................. 13

Ministry of Def. v. Elahi,

546 U.S. 450 (2006) ............................................................................................ 13

Ministry of Def. v. Elahi,

556 U.S. 366 (2009) ............................................................................................ 13

Mobil Cerro Negro, Ltd. v. Bolivarian Republic of Venezuela,

863 F.3d 96 (2d Cir. 2017) .............................................................4, 9, 15, 16, 17

OBB Personenverhkehr AG v. Sachs,

2015 WL 1938761 (U.S. Apr. 24, 2015) ............................................................ 18

Panalpina Welttransport GmBh v. Geosource, Inc.,

764 F.2d 352 (5th Cir. 1985) .............................................................................. 20

Peterson v. Islamic Republic of Iran,

627 F.3d 1117 (9th Cir. 2010) ............................................................................ 14

Phila. Welfare Rights Org. v. Shapp,

602 F.2d 1114 (3d Cir. 1979) ............................................................................. 23

POM Wonderful LLC v. Coca-Cola Co.,

573 U.S. 102 (2014) ......................................................................................10, 12

In re Potash Antitrust Litig.,

686 F. Supp. 2d 816 (N.D. Ill. 2010) .................................................................. 19

Publicker Indus., Inc. v. Roman Ceramics Corp.,

603 F.2d 1065 (3d Cir. 1979) .......................................................................19, 20

Republic of Argentina v. NML Capital, Ltd.,

573 U.S. 134 (2014) ......................................................................................11, 23

Republic of Iraq v. ABB AG,

768 F.3d 145 (2d Cir. 2014) ............................................................................... 21

Republic of Sudan v. Harrison,

2019 WL 1333259 (U.S. Mar. 26, 2019)............................................................ 13

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TABLE OF AUTHORITIES (continued)

Page(s)

Rubin v. Islamic Republic of Iran,

138 S. Ct. 816 (2018) .......................................................................................... 13

Rubin v. Islamic Republic of Iran,

2016 WL 3940034 (N.D. Ill. July 21, 2016) ...................................................... 13

Russello v. United States,

464 U.S. 16 (1983) .............................................................................................. 11

Sosa v. Alvarez-Machain,
542 U.S. 692 (2004) ............................................................................................ 20

Spoturno v. Woods,
192 A. 689 (Del. 1937) ....................................................................................... 22

Standard Oil Co. of Cal. v. United States,

429 U.S. 17 (1976) .............................................................................................. 22

Transfield ER Cape Ltd. v. Indus. Carriers, Inc.,

571 F.3d 221 (2d Cir. 2009) ............................................................................... 19

United States v. Chavez-Hernandez,

671 F.3d 494 (5th Cir. 2012) .............................................................................. 18

Statutes
8 Del. C. § 324 ...................................................................................................22, 24

10 Del. C. § 5031 ..................................................................................................... 22

22 U.S.C. § 1650a ..............................................................................................16, 17

22 U.S.C. § 8772 ...................................................................................................... 13

28 U.S.C. § 1291 ........................................................................................................ 8

28 U.S.C. § 1330 ...................................................................................................... 11

28 U.S.C. § 1332 ...................................................................................................... 19

28 U.S.C. § 1391 ...................................................................................................... 15

28 U.S.C. § 1602 ...................................................................................................... 23

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TABLE OF AUTHORITIES (continued)

Page(s)

28 U.S.C. § 1604 ...................................................................................................... 16

28 U.S.C. § 1605 ..................................................................................................7, 15

28 U.S.C. § 1606 ..................................................................................................3, 11

28 U.S.C. § 1608 ............................................................................................7, 11, 14

28 U.S.C. § 1609 ...................................................................................................... 10

28 U.S.C. § 1610 ................................................................................8, 10, 11, 12, 15

28 U.S.C. § 1611 ...................................................................................................... 10

28 U.S.C. § 1963 ................................................... 3, 4, 5, 8, 9, 10, 12, 13, 14, 16, 17

Federal Courts Improvement Act of 1996, Pub. L. No. 104-317,

§ 203, 110 Stat. 3847 (1996) .............................................................................. 13

Rules and Regulations

Federal Rule of Civil Procedure 69 ...................................................................10, 11

Exec. Order No. 13,835, 83 Fed. Reg. 24,001 (May 21, 2018)............................... 24

Other Authorities
H.R. Rep. No. 94-1487 (1976), as reprinted in 1976 U.S.C.C.A.N.
6604.........................................................................................................11, 18, 23

Note, Registration of Federal Judgments, 42 Iowa L. Rev. 285, 285-

88 (1957) ............................................................................................................. 14

OFAC, Venezuela General License 14 (Jan. 28, 2019) ........................................... 24

Scalia & Garner, Reading Law: The Interpretation of Legal Texts

(2012) ............................................................................................................11, 13

U.S. Dep’t of Treasury, Press Release, Treasury Sanctions

Venezuela’s State-Owned Oil Company Petroleos de Venezuela,
S.A. (Jan. 28, 2019), http://tiny.cc/h1a04y.......................................................... 23

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INTRODUCTION

Whoever the legitimate government of Venezuela happens to be, the Republic

indisputably owes Crystallex nearly $1 billion on a judgment entered by the D.C.

district court and affirmed by the D.C. Circuit. For years, Venezuela has refused to

pay that judgment and endeavored to defeat collection. Crystallex attempted to settle

multiple times with Venezuela, but each time Venezuela has gone back on its word

and breached its agreements. Enforcement against Venezuela’s assets—such as the

attachment ordered by the district court here—is Crystallex’s sole recourse.

Since the district court ruled, the President of the United States recognized

Juan Guaidó as Venezuela’s legitimate President, and Venezuela has filed a brief in

this Court. Crystallex has no quarrel with the proposition that the recognition power

is vested in the Executive Branch. If the question of who is the titular head of the

government of Venezuela were pertinent to this case, U.S. Courts could appropri-

ately defer to the Executive in answering that narrow question. But who controls

Venezuela today and what they might or might not want to do in the future is irrele-

vant to whether Crystallex is entitled to collect its lawful judgment. This case con-

cern substance, not form—facts and the full record developed below, not hopes and

promises for a future that may never arrive. As much as everyone may wish Presi-

dent Guaidó will ultimately succeed in attaining true power, and that when and if he

does he will remain steadfast in his professed desire to restore democracy and the

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rule of law, after several months of trying he remains primarily a leader of street

protests while the Maduro government continues to wield the levers of power in

Venezuela with the support of the army, Russia, and other powers. Even after

months of increasingly severe sanctions by our government, the rogue Maduro re-

gime remains, and for all a court can know, may remain indefinitely into the future.

As the Assads and Castros of the world will attest, our Nation’s record of pressuring

dictators into retirement through economic pressure is not one of unalloyed success.

Venezuela’s principal submission is that the change in its political circum-

stances—in reality, the possibility of change in the future—warrants vacating the

writ of attachment of the shares of PDV Holding, Inc. (“PDVH”). But as in all

appeals, this Court’s task is to review the attachment based on the record before the

district court when it issued the writ—not based on speculative claims of “changed

circumstances.” That rule is not changed by Venezuela’s broad claim that the relief

ordered here is equitable, and its suggestion that this Court thus should help Presi-

dent Guaidó shield the attached asset for possible future reconstruction efforts in

Venezuela—which efforts it asserts will also support our Executive Branch’s poli-

cies. These contentions miss the mark. If this Court affirms the attachment—as it

should—any sale likely will involve a license from the Office of Foreign Asset Con-

trol (“OFAC”), and there will be time enough for the Executive Branch to express

its own views then; our government certainly does not speak through the self-serving

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assertions of Venezuela here. Moreover, “equity” is not a freewheeling basis on

which ordinary litigation rules may be bypassed. It is an especially incongruous

ground to invoke here, where Venezuela asks one federal court of appeals for help

in preserving its assets so it can continue its refusal to comply with the judgment of

a sister court of appeals. Whether Mr. Guaidó or Mr. Maduro is President of Ven-

ezuela, the Republic, like all other parties, must honor our courts’ judgments. And

it is incontestable that Venezuela owes the money at issue under the D.C. Circuit’s

judgment.

Fundamentally, Venezuela, like all parties, is bound by its past litigation con-

duct. The same Venezuela that appears before this Court appeared in the D.C. dis-

trict court, where it was concededly served in full compliance with the Foreign Sov-

ereign Immunities Act (“FSIA”), litigated the underlying liability issues, and lost. It

is bound by that court’s judgment. Once its immunity was overcome in the D.C.

court, Venezuela became “liable in the same manner and to the same extent as a

private individual under like circumstances.” 28 U.S.C. § 1606. It was thus proper

for Crystallex to register its judgment in Delaware under 28 U.S.C. § 1963, and there

to prove that Venezuela owns attachable property in the district through its alter ego,

PDVSA. Venezuela can no more escape the district court’s well-supported findings

on appeal by claiming to have reformed—or rather, that it intends to reform in the

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future if its new government attains power—than a private company can escape lia-

bility by installing new management. Nor can Venezuela escape its earlier tactical

litigation choices—including its litigation forfeitures—by claiming that the country

has a new government. The named party remains the same and Venezuela is even

represented in this Court by the same counsel who represented the Maduro regime

against Crystallex in the D.C. Circuit; indeed, PDVSA’s counsel in this Court has

long represented Venezuela both under Maduro and now under President Guaidó.1

Given counsel’s longstanding representation of the Maduro regime, there is a certain

air of unreality to Venezuela’s suggestion that it should be permitted to start this

litigation anew because its new government ostensibly will somehow be different,

or should not in fairness be burdened with the Maduro regime’s decisions.

To the extent Venezuela argues the merits, its contentions are meritless. It

claims repeatedly that Crystallex registered its judgment in Delaware in the dead of

night, in “ex parte summary proceedings.” Venezuela Br. 1. This is false. Before

Crystallex could register its judgment in Delaware under § 1963, it had to—and

did—seek leave to do so from the D.C. court, where Venezuela was incontestably

served, present, and represented by counsel. Venezuela opposed that motion, con-

tending that property of its corporate affiliates in Delaware could not be attributed

1 See Mobil Cerro Negro, Ltd. v. Bolivarian Republic of Venezuela, 863 F.3d
96 (2d Cir. 2017); Emergency Mot. to Strike, OI European Grp. BV v. Bolivarian
Republic of Venezuela, No. 1:16-cv-1533 (D.D.C Mar. 28, 2019), ECF No. 58-1.

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to it. It lost that dispute in 2017 and chose not to appeal. There is nothing “ex parte”

or “summary” about that. Indeed, Venezuela has had actual notice of this enforce-

ment proceeding since Crystallex registered the judgment in the Delaware district

court in June 2017, yet Venezuela ignored the court’s deadline to appear. It now

belatedly attempts to raise new issues that it could have raised more than a year ago,

but like all litigants, it is bound by its litigation choices. In any event, its new argu-

ments lack merit and should be rejected.

Venezuela’s main merits argument—one so obviously unmeritorious that

Venezuela never thought to mention it to the D.C. court when it opposed Crystallex’s

motion to register in Delaware—asks this Court to turn back forty years of judicial

practice permitting parties with judgments against foreign states to register those

judgments in any federal district court under § 1963. Venezuela claims § 1963 does

not apply because the FSIA is the exclusive basis for jurisdiction against foreign

states. But it is exclusive only for obtaining a judgment in the first instance. Now

that Crystallex has overcome Venezuela’s immunity and has a judgment under the

FSIA, nothing in the FSIA bars enforcement of the judgment against Venezuela’s

non-immune assets through the ordinary means for enforcing federal judgments.

Adopting Venezuela’s novel arguments would prevent the enforcement of judg-

ments against foreign states outside the district that entered them, contravening the

FSIA’s clear language providing for nationwide enforcement.

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Venezuela also seeks to render a dead letter First National City Bank v. Banco

Para el Comercio Exterior de Cuba, 462 U.S. 611 (1983) (“Bancec”), the decision

that set the standard for deciding whether a foreign state and its instrumentalities are

separate legal entities or alter egos. Venezuela claims that Bancec applies only to

liability and not questions of jurisdiction. Every court to consider that question has

disagreed, and Venezuela’s approach would make it effectively impossible to pursue

alter-ego allegations except possibly in Bancec’s narrow facts.

In short, neither the recognition of a new Venezuelan government by our

country nor the arguments now advanced by that government on behalf of Venezuela

justify departing from the settled rule that this Court reviews the actions of the dis-

trict court on the basis of the record that court had before it. Even if the Guaidó

government were to secure power in Venezuela and respect PDVSA’s corporate for-

malities in the future, that would not be a basis for ignoring two decades of PDVSA’s

status as an alter ego—or to set aside the bedrock rule that parties are bound by their

litigation conduct and by lawful judgments entered against them. Nor can such spec-

ulation justify stripping Crystallex of the lien that secures its priority over other cred-

itors. The correct outcome in this appeal, therefore, is to affirm on the basis of the

well-reasoned opinion of the district court. Because no sale of the attached shares

has been ordered yet, and because the district court had contemplated an additional

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hearing before the sale actually takes place, affirmance would not preclude Vene-

zuela or any other interested parties from presenting any non-forfeited arguments

that may be pertinent at that stage for the district court’s consideration.

BACKGROUND

Eight years after Venezuela unlawfully seized Crystallex’s investment, three

years after an arbitral tribunal awarded relief, and two years after the D.C. district

court converted the award to a judgment worth more than $1.4 billion, JA-17-18,

Crystallex is still awaiting relief. Crystallex served Venezuela in the D.C. action

under the FSIA. 28 U.S.C. § 1608. The court had jurisdiction to confirm the award

under the FSIA’s arbitration exception. Id. § 1605(a)(6). Venezuela opposed con-

firmation and lost. Crystallex Int’l Corp. v. Bolivarian Republic of Venezuela, 244

F. Supp. 3d 100, 109 (D.D.C. 2017), aff’d, 2019 WL 668270 (D.C. Cir. Feb. 14,

2019) (per curiam). Yet nearly $1 billion of the judgment remains unsatisfied.

Crystallex’s recourse, therefore, is to pursue Venezuela’s assets in execution of the

judgment, including the shares of PDVH that are the subject of these appeals.2

2 Venezuela twice agreed to settle with Crystallex, in November 2017 and Sep-
tember 2018, only to renege each time. Venezuela never made the payment prom-
ised in the 2017 settlement. It made only its initial payment, two months late, under
the 2018 amended agreement before breaching the agreement by, among other
things, failing to provide nearly $1 billion in required collateral. See Crystallex’s
Resp. to Jan. 10, 2019 Per Curiam Order 3, Crystallex Int’l Corp. v. Bolivarian Re-
public of Venezuela, No. 17-7068 (D.C. Cir. Jan. 17, 2019), ECF No. 1768931.

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Venezuela has had numerous opportunities in this litigation to raise the argu-

ments it now presents for the first time on appeal. Because PDVH is a Delaware

corporation, for example, Crystallex needed and sought the D.C. court’s permission

to register the judgment in the District of Delaware pursuant to 28 U.S.C. § 1963,

the federal judgment registration statute. Mot. for Order Pursuant to 28 U.S.C.

§§ 1610(c) and 1963, Crystallex Int’l Corp. v. Bolivarian Republic of Venezuela,

1:16-cv-661, at 1 (D.D.C. Apr. 25, 2017), ECF No. 36. Venezuela opposed, denying

that it had “any assets” in Delaware because its property there was held through

“separate corporate entities.” Opp. to Mot. for Order Pursuant to 28 U.S.C.

§§ 1610(c) and 1963, Crystallex Int’l Corp. v. Bolivarian Republic of Venezuela,

1:16-cv-661, at 10-11 (D.D.C. Apr. 25, 2017), ECF No. 37. Never once did Vene-

zuela question the applicability of § 1963 to FSIA judgments. When the D.C. court

granted Crystallex’s motion, see JA-275, Venezuela chose not to appeal.

Crystallex registered the judgment in the Delaware court in June 2017. JA-

94. Pursuant to § 1963, Crystallex’s act of “filing a certified copy” of the judgment

with the court accomplished the registration. 28 U.S.C. § 1963. The clerk then no-

ticed the registration by entering it on the docket. JA-94. Though Venezuela now

claims the registration provides the “‘equivalent of a new judgment,’” Venezuela Br.

4, Venezuela never sought to appeal that “judgment” under the final judgment rule,

28 U.S.C. § 1291, thus forfeiting the argument it is raising now.

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Crystallex then moved to attach the PDVH shares. JA-18. Although

Crystallex was not required to provide new service under the FSIA, it nevertheless

notified both Venezuela and PDVSA of the attachment motion by sending copies of

the papers to: (1) Venezuela’s counsel in the D.C. court litigation; (2) the Minister

of Political Affairs at the Venezuelan Embassy in the United States; (3) Venezuela’s

Hague convention service authority, the Ministry of Foreign Affairs, in Caracas; and

(4) PDVSA and its counsel in other enforcement actions. JA-112-13. There is no

question that Venezuela had actual notice of the attachment proceedings.

And yet, Venezuela never appeared in the district court below, where named

defendants ordinarily are expected to present and preserve their contentions for re-

view. PDVSA, for its part, has the exact same interests as Venezuela in defeating

Crystallex’s motion, yet it raised none of the arguments that Venezuela raises here,

even though its counsel litigated at least one of the cases on which Venezuela relies.

See Mobil Cerro Negro, 863 F.3d 96. In short, Venezuela (and PDVSA) have

missed numerous opportunities to raise the issues Venezuela belatedly raises now.

ARGUMENT

I. The FSIA Does Not Preclude Registration Of Judgments Against

Foreign States Under 28 U.S.C § 1963

For forty years, judgment creditors have registered judgments against foreign

states under 28 U.S.C. § 1963. During all that time, to Crystallex’s knowledge, no

court has suggested that doing so somehow violates the FSIA. To the contrary, this

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Court has acknowledged that § 1963 applies against foreign states. See LNC Invs.

LLC v. Republic Nicaragua, 396 F.3d 342, 343 (3d Cir. 2005) (“The District Court

had jurisdiction pursuant to . . . § 1963.”). There is nothing “ineluctable” about Ven-

ezuela’s conclusion (at 9) that all of those § 1963 proceedings are void. Venezuela’s

novel theory finds no support in the statutory text, contradicts decades of practice,

and would leave FSIA judgments virtually unenforceable in the ordinary case.

A. Venezuela asserts (at 9) that the FSIA “preempt[s]” § 1963, but federal

statutes preempt state laws—not each other. See POM Wonderful LLC v. Coca-Cola

Co., 573 U.S. 102, 111 (2014). What Venezuela means to say is that the FSIA im-

pliedly repealed § 1963 as to foreign states. But an “implied repeal will only be

found where . . . two statutes are in irreconcilable conflict, or . . . the latter Act covers

the whole subject of the earlier one and is clearly intended as a substitute.” Carcieri

v. Salazar, 555 U.S. 379, 395 (2009) (quotation marks omitted). Neither is true here.

Far from repealing § 1963, Congress designed the FSIA to work with existing

federal law governing execution of judgments. The FSIA provides comprehensive

rules as to whether a foreign state’s property is immune from attachment and execu-

tion. See 28 U.S.C. §§ 1609-1611. But it does not dictate how to attach or execute

that property. Instead, Congress relied on the pre-existing set of “attachments, gar-

nishments, and supplemental proceedings available under applicable Federal or State

law to obtain satisfaction of a judgment,” including Federal Rule of Civil Procedure

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69. H.R. Rep. No. 94-1487, at 28 (1976), as reprinted in 1976 U.S.C.C.A.N. 6604,

6627; see Republic of Argentina v. NML Capital, Ltd., 573 U.S. 134, 142-43 (2014).

Once immunity is overcome, the FSIA treats a foreign state “as a private individual

under like circumstances.” 28 U.S.C. § 1606. Although it carved out certain assets

such as embassies from the scope of property subject to execution, Congress elected

not to displace any applicable enforcement law, except for requiring that the court

order attachment and execution, and requiring service of default judgments under

the FSIA service procedures applicable to “complaints.” Id. §§ 1608(e), 1610(c). If

Congress meant to impose additional requirements for service or otherwise, or to

displace any other applicable law, it would have said so. See, e.g., Russello v. United

States, 464 U.S. 16, 23 (1983); Scalia & Garner, Reading Law: The Interpretation

of Legal Texts 107-11 (2012) (discussing negative-implication canon). This dis-

poses of Venezuela’s argument (at 16-17) that the FSIA creates no jurisdiction for

“judgment enforcement” whatsoever. Ancillary jurisdiction “continues long enough

to allow proceedings in aid of any money judgment that is rendered in the case.”

First City, Tex.-Houston, N.A. v. Rafidain Bank, 281 F.3d 48, 54 (2d Cir. 2002).

Particularly relevant here, the FSIA contemplates that judgments obtained in

one federal district court can be enforced anywhere in the United States. It confers

subject-matter jurisdiction (28 U.S.C. § 1330(a)) and personal jurisdiction (id.

§ 1330(b)) on “[t]he district courts”—plural—not only on the district court where

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the original action was filed. And it provides that when a judgment against a foreign

state is “entered by a court of the United States,” the state’s “property in the United

States” may lose immunity from enforcement. Id. § 1610(a) (emphasis added).

Section 1963 gives effect to that legislative judgment. It provides that a

judgment entered in any “district court . . . may be registered by filing a certified copy

of the judgment in any other district.” 28 U.S.C. § 1963. Once registered, the judg-

ment has “the same effect as a judgment of the district court . . . where registered

and may be enforced in like manner.” Id. Thus as the United States has recognized,

“a party who registers the judgment in a second district court under 28 U.S.C. [§]

1963 does not need an independent basis for subject-matter jurisdiction to seek exe-

cution on that judgment against property in that district.” See Br. for U.S. as Amicus

Curiae, Bank Melli Iran N.Y. Representative Office v. Weinstein, 2012 WL 1883085,

at 16 n.2 (U.S. May 24, 2012). The new court obtains the same ancillary jurisdic-

tion—ancillary to the subject-matter and personal jurisdiction already conferred by

the FSIA—to enforce the judgment as if the court had entered it under the FSIA,

enabling enforcement nationwide. To hold that the FSIA displaces § 1963 “[w]hen

[the] statutes complement each other” in this way “would show disregard for the

congressional design” of these statutes. POM Wonderful, 573 U.S. at 115.

B. Venezuela concedes (at 9) that courts historically have treated the FSIA

and § 1963 as complementary by enforcing judgments registered under § 1963

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against foreign states. Venezuela does not identify any case questioning whether

this longstanding practice conflicts with the FSIA. This is not surprising; Congress

has confirmed this practice in enacting the Iran Threat Reduction and Syria Human

Rights Act of 2012, 22 U.S.C. § 8772. Congress enacted § 8772 to facilitate a specific

enforcement proceeding in which creditors registered judgments against Iran under

§ 1963 and sought assets in a specific bank account. Bank Markazi v. Peterson, 136

S. Ct. 1310, 1320 (2016). That statute would have been a nullity if the judgments

could not be enforced because they should not have been registered under § 1963.3

Moreover, the Supreme Court has issued five decisions in four cases involving

attachment of foreign state property—Republic of Sudan v. Harrison, 2019 WL

1333259, at *3 (U.S. Mar. 26, 2019); Rubin v. Islamic Republic of Iran, 138 S. Ct.

816, 821 (2018); Bank Markazi, 136 S. Ct. at 1320; Ministry of Def. v. Elahi, 556

U.S. 366, 374 (2009); and Ministry of Def. v. Elahi, 546 U.S. 450, 451 (2006) (per

curiam). Each involved a judgment registered under § 1963.4 Indeed, federal courts

3 Congress further ratified the use of § 1963 in actions against foreign states by
amending both § 1963 and the FSIA multiple times without condemning the prac-
tice. See Scalia & Garner, supra, at 322 (“If a word or phrase has been . . . given a
uniform interpretation by inferior courts . . ., a later version of that act perpetuating
the wording is presumed to carry forward that interpretation.”); e.g., Federal Courts
Improvement Act of 1996, Pub. L. No. 104-317, § 203, 110 Stat. 3847, 3849 (1996).
4 See Harrison, 2019 WL 1333259, at *3; Rubin v. Islamic Republic of Iran,
2016 WL 3940034, at *1 (N.D. Ill. July 21, 2016); Bank Markazi, 136 S. Ct. at 1320;
Ministry of Def. v. Cubic Def. Sys., Inc., 236 F. Supp. 2d 1140, 1143 (S.D. Cal. 2002).

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have been enforcing FSIA judgments registered under § 1963 for four decades. E.g.,

Birch Shipping Corp. v. Embassy of United Republic of Tanzania, 507 F. Supp. 311,

311 (D.D.C. 1980). Yet despite their independent obligation to consider jurisdiction,

see FW/PBS, Inc. v. City of Dallas, 493 U.S. 215, 231 (1990), neither the Supreme

Court nor any other court has ever questioned § 1963’s application to foreign states.

To the contrary, this Court has held that § 1963 confers jurisdiction over judg-

ments obtained under the FSIA. See LNC Invs., 396 F.3d at 343. And in Peterson

v. Islamic Republic of Iran, the Ninth Circuit allowed a judgment creditor of Iran to

register a judgment under § 1963 without serving the registration on Iran. 627 F.3d

1117, 1130 (9th Cir. 2010). That court expressly rejected the argument that Iran

should have been served under 28 U.S.C. § 1608, holding that the FSIA does not

require “[s]ervice of post-judgment motions.” Id.

C. As Venezuela admits (at 15-16), its theory would make judgment en-

forcement impossible outside the district in which the judgment originally was en-

tered and would grant foreign states de facto immunity from enforcement.

First, absent § 1963, there would be no basis to obtain subject-matter juris-

diction to enforce an FSIA judgment in a different court. Before § 1963, judgments

were enforced in new districts by suing for a judgment upon the judgment. See Note,

Registration of Federal Judgments, 42 Iowa L. Rev. 285, 285-88 (1957). But Ven-

ezuela insists (at 16-17) that an action for a judgment upon a judgment ordinarily

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would not fall within any exception to FSIA immunity. It would not be “based on

commercial activity” (28 U.S.C. § 1605(a)(2)) or seek to “confirm an arbitration

award” (id. § 1605(a)(6)), even if one of those exceptions was the basis for the un-

derlying judgment. Thus, a FSIA judgment ordinarily would be enforceable only

where it was entered, undermining Congress’s determination that FSIA judgments

should be enforceable everywhere in the United States. See id. § 1610(a).

Second, the FSIA’s venue provision would make it effectively impossible to

enforce most judgments against foreign states. Venue under the FSIA is limited to

the District Court for the District of Columbia in most cases. See 28 U.S.C.

§ 1391(f)(4). But that court has jurisdiction over very few attachable foreign state

assets—it is a small district, and most of the foreign state property there is embassies,

which are immune from attachment. See id. § 1610(a)(4)(B).

Third, requiring FSIA service each time the judgment is enforced would make

enforcement impractical. Service can take a year or more, allowing the foreign state

to “move the assets elsewhere before they c[an] be seized.” Chevron Corp. v. Re-

public of Ecuador, 987 F. Supp. 2d 82, 85 (D.D.C. 2013). Congress clearly did not

intend this result.

D. Venezuela relies mainly on two cases that cast the FSIA as the “exclu-

sive basis” for jurisdiction over foreign states. See Argentine Republic v. Amerada

Hess Shipping Co., 488 U.S. 428 (1989); Mobil Cerro Negro, 863 F.3d 96. Those

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cases involved attempted end-runs around the FSIA: plenary actions under the Alien

Tort Statute (“ATS”) and ex parte conversion of arbitral awards into judgments un-

der 22 U.S.C. § 1650a, respectively. Neither involved prior judicial proceedings that

complied with the FSIA or suggested that the FSIA impliedly repealed § 1963.

The “exclusive” jurisdiction referred to by Amerada Hess (and Mobil Cerro

Negro) is the exclusive jurisdiction to enter a judgment in the first instance. That

“exclusiveness” is a function of 28 U.S.C. § 1604, which “bars federal and state

courts from exercising jurisdiction when a foreign state is entitled to immunity.”

Amerada Hess, 488 U.S. at 434 (emphasis altered). Interpreting the ATS to confer

jurisdiction over foreign states despite their immunity would have contravened the

FSIA. Id. at 435-36. By contrast, a judgment creditor seeking to register a judgment

against a foreign state under § 1963 (as was the case here) necessarily has already

overcome FSIA immunity in obtaining the judgment. The FSIA does not purport to

provide the exclusive procedure for enforcing or registering judgments. See supra

at 10-12. Unlike Amerada Hess, therefore, this case “involve[s] two statutes that

readily c[an] be seen as supplementing one another.” 488 U.S. at 438.

Similarly, Mobil Cerro Negro held that the FSIA’s “comprehensive proce-

dures for bringing suit against foreign sovereigns,” 863 F.3d at 116 (emphasis

added), were incompatible with using summary procedures for “converting [arbitral]

awards into federal judgments,” id. at 124. The court reasoned that Congress treated

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arbitration awards as “state court judgments,” which must be converted to a judg-

ment in a “plenary action” governed by the FSIA. Id. at 118, 120. In so doing, the

Second Circuit actually distinguished § 1963, emphasizing that Congress “chose not

to incorporate the . . . federal registration procedures of 28 U.S.C. § 1963.” Id. at

123. Here, Crystallex already obtained a judgment confirming its arbitral award

under the FSIA, and the FSIA does not specify an alternate procedure to § 1963.

Thus, there is no conflict at all, much less an “irreconcilable” conflict, between the

two statutes. Carcieri, 555 U.S. at 395.

As the Supreme Court explained in Amerada Hess, when Congress enacted

the FSIA, no one expected that the ATS could be used to exercise jurisdiction over

a foreign state. 488 U.S. at 436. Similarly, the legislative history of Section 1650a

included testimony from State Department Deputy Legal Advisor Andreas Low-

enfeld that “nothing” in Section 1650a would “change the defense of sovereign im-

munity.” Mobil Cerro Negro, 863 F.3d at 114. By contrast, Congress’s contempo-

raneous understanding that FSIA enforcement proceedings would be governed by

applicable federal and state law, supra at 10, and later ratification of the common

practice of registering FSIA judgments under § 1963, supra at 12-13, shows that

Congress would have repealed § 1963 expressly had it intended to do so.

II. Bancec’s Alter-Ego Standard Applies To Questions of Immunity And

Subject-Matter Jurisdiction

Venezuela’s fallback argument is that the alter-ego principles made applicable

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to foreign states in Bancec apply only to questions of “‘liability,’” and cannot be

used “to obtain subject-matter jurisdiction.” Venezuela Br. 17-18. Like its lead

argument, this theory contravenes binding precedent.

As Venezuela concedes, this Court in Federal Insurance Co. v. Richard I.

Rubin & Co., 12 F.3d 1270 (3d Cir. 1993), already “accepted” that “alter ego theories

can support subject-matter jurisdiction under the FSIA.” Venezuela Br. 18. Rubin

favorably noted other courts’ “consisten[t]” view that Bancec applies “when making

an FSIA jurisdictional determination.” 12 F.3d at 1287. The Court then recited and

applied Bancec’s “two major exceptions.” Id. This was not “dicta,” as Venezuela

contends (at 18), since the Court “would not have reached” the application without

first adopting the test. United States v. Chavez-Hernandez, 671 F.3d 494, 500 (5th

Cir. 2012). The Court’s conclusion also was not so “‘peripheral’” that it lacked

“‘careful consideration.’” In re McDonald, 205 F.3d 606, 612 (3d Cir. 2000).

Rubin’s holding is well supported. The FSIA was “not intended to affect” the

“attribution of responsibility between or among entities of a foreign state.” Bancec,

462 U.S. at 620-21 (quoting H.R. Rep. No. 94-1487, at 12). Rather, the statute in-

corporates “elementary principles of corporate law.” Dole Food Co. v. Patrickson,

538 U.S. 468, 473-78 (2003). For example, “[a]ll of the courts of appeals to have

addressed the issue have agreed” that “common-law agency principles” apply to ju-

risdiction under the FSIA. Br. for U.S. as Amicus Curiae, OBB Personenverhkehr

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AG v. Sachs, 2015 WL 1938761, at 12-13 (U.S. Apr. 24, 2015) (citing cases). The

same is true of alter-ego principles, consistent with the rule treating alter egos “‘as

one entity’ for jurisdictional purposes.” Transfield ER Cape Ltd. v. Indus. Carriers,

Inc., 571 F.3d 221, 224 (2d Cir. 2009). Thus, as numerous federal courts have con-

cluded, Bancec applies “in determining whether an exception to [a foreign state’s]

immunity . . . may be attributed to [its] instrumentality as well.” Alejandre v. Tele-

fonica Larga Distancia de P.R., 183 F.3d 1277, 1284 & n.17 (11th Cir. 1999).5

In contrast, Venezuela offers no decision reaching Bancec’s application to

liability that does not first apply it to immunity and jurisdiction. Nor does Venezuela

cite any authority barring the application of alter-ego principles to jurisdiction under

any statute. Its sole purported example—Publicker Industries, Inc. v. Roman Ce-

ramics Corp., 603 F.2d 1065 (3d Cir. 1979), addressing diversity jurisdiction, Ven-

ezuela Br. 18-19—holds the opposite. The diversity statute provides that a party

may be a citizen of multiple states—where it is “incorporated” and “where it has its

principal place of business.” 28 U.S.C. § 1332(c)(1). The effect of an alter-ego

5 See also, e.g., Doe v. Holy See, 557 F.3d 1066, 1078 (9th Cir. 2009); First
City, Tex.-Houston, N.A. v. Rafidain Bank, 150 F.3d 172, 176-77 (2d Cir. 1998);
Foremost-McKesson, Inc. v. Islamic Republic of Iran, 905 F.2d 438, 446 (D.C. Cir.
1990); Hester Int’l Corp. v. Fed. Republic of Nigeria, 879 F.2d 170, 175-79 (5th Cir.
1989); Canfield v. Statoil USA Onshore Props. Inc., 2017 WL 1078184, at *10
(M.D. Pa. Mar. 22, 2017); In re Potash Antitrust Litig., 686 F. Supp. 2d 816, 821-22
(N.D. Ill. 2010); Kalamazoo Spice Extraction Co. v. Provisional Military Gov’t of
Socialist Ethiopia, 616 F. Supp. 660, 666 (W.D. Mich. 1985); Crystallex Br. 39-40.

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 Case: 18-2797 Document: 003113208533 Page: 27 Date Filed: 04/10/2019

finding, therefore, is to “add places of citizenship” not to “ignore” them. Panalpina

Welttransport GmBh v. Geosource, Inc., 764 F.2d 352, 354-55 (5th Cir. 1985) (em-

phasis added). Publicker applied the same rule: Alter-ego principles could not be

used to “retai[n]” diversity jurisdiction over the nondiverse defendant because an

alter-ego showing would have made both defendants nondiverse—dooming the

court’s attempt to “dismiss” the nondiverse defendant, “disregard” its citizenship,

and thereby “preserve diversity jurisdiction.” 603 F.2d at 1070 & n.5. Diversity

cases thus confirm that alter egos are treated as one for jurisdictional purposes, so as

to attribute the citizenship (or here, any exception to immunity) of each to the other.

Venezuela is left with the vague “‘policy’” argument that “circumspection

must guide the construction of jurisdictional statutes” that “touch on foreign affairs.”

Venezuela Br. 19. But it offers nothing to shift the careful balance already struck by

Bancec. See 462 U.S. at 627-33. None of its authorities support any heightened

sensitivity to foreign policy when considering jurisdiction as opposed to liability.

Indeed, Sosa v. Alvarez-Machain, 542 U.S. 692 (2004), and Jesner v. Arab Bank,

PLC, 138 S. Ct. 1386 (2018), each involved liability, not subject-matter jurisdiction.

See Sosa, 542 U.S. at 727 (“new private causes of action for violating international

law”); Jesner, 138 S. Ct. at 1407 (“whether to impose liability for human-rights vi-

olations upon foreign corporations”). And Kiobel v. Royal Dutch Petroleum Co.,

applied the “presumption against extraterritorial application,” a doctrine that applies

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equally to liability and jurisdiction. 569 U.S. 108, 111-15 (2013).

None of these cases warrants a departure from Rubin. The district court

rightly applied Bancec in determining the scope of its jurisdiction under the FSIA.

III. The Political Circumstances In Venezuela Do Not Affect These Appeals

Venezuela attempts to invoke “changed circumstances.” Venezuela Br. 24.

That argument fares no better. The relevant facts have not changed: Venezuela still

owes Crystallex nearly $1 billion on a now-affirmed judgment. “[T]he obligations

of a foreign state are unimpaired by a change in that state’s government,” Republic

of Iraq v. ABB AG, 768 F.3d 145, 164 (2d Cir. 2014), and Venezuela does not suggest

otherwise. Venezuela also litigated the Delaware registration of Crystallex’s judg-

ment—and lost. See JA-271-75. Eight years after the expropriation of its mining

interests, Crystallex’s losses from Venezuela’s expropriation remain unsatisfied.

Nor has this Court’s task changed. Its “only proper function . . . is to review

the decision below on the basis of the record that was before the district court.” Fas-

sett v. Delta Kappa Epsilon, 807 F.2d 1150, 1165 (3d Cir. 1986). This Court “can

consider the record only as it existed at the time the court below made the order” at

issue. Jaconski v. Avisun Corp., 359 F.2d 931, 936 n.11 (3d Cir. 1966); see also

Rubin, 12 F.3d at 1284 (“It is a well settled principle of law in this circuit that the

court of appeals normally is limited in its review only to those facts developed in the

district court.”). And it is settled that “[l]ike the original district court judgment, the

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appellate mandate relates to the record and issues then before the court, and does not

purport to deal with possible later events.” Standard Oil Co. of Cal. v. United States,

429 U.S. 17, 18 (1976) (per curiam). The only question is whether the orders attach-

ing the PDVH shares were correct when issued.

The authority of “court[s] of equity” to “‘modify [their] decree[s],’” Vene-

zuela Br. 22, is equally irrelevant. The relief here—“attachment”—is “purely legal,”

not equitable. Spoturno v. Woods, 192 A. 689, 692 (Del. 1937); see also Hollinger

Int’l, Inc. v. Black, 844 A.2d 1022, 1086 (Del. Ch. 2004). The purpose of that relief

is to preserve the status quo pending execution, so that Crystallex’s rights, including

its priority relative to other creditors, are not lost. See 10 Del. C. § 5031; 8 Del. C.

§ 324. Indeed, other creditors of Venezuela and PDVSA are also rushing to enforce

awards, and they could overtake Crystallex’s priority if the lien created by the orders

on appeal were vacated.6 Vacating that lien here would not stop those creditors from

forcing the sale of the shares of PDVH; it would merely prevent Crystallex from

sharing in the proceeds. Displacing Crystallex’s lien priority based on speculation

about the Guaidó government’s future intentions would be the antithesis of equity.

Nor are the equities affected by the U.S. Treasury Department’s statements,

quoted by Venezuela, to the effect that our government seeks to “prevent further

6 See, e.g., OI European Grp. B.V. v. Bolivarian Republic of Venezuela, No. 1:19-
cv-290 (D. Del. filed Feb. 11, 2019); St.-Gobain Performance Plastics Europe v.
Bolivarian Republic of Venezuela, No. 1:18-mc-343 (D. Del. filed Dec. 11, 2018).

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 Case: 18-2797 Document: 003113208533 Page: 30 Date Filed: 04/10/2019

diverting of Venezuela’s assets by Maduro” and preserve those “assets for the people

of Venezuela.” Venezuela Br. 8 (quoting U.S. Dep’t of Treasury, Press Re-

lease, Treasury Sanctions Venezuela’s State-Owned Oil Company Petroleos de

Venezuela, S.A. (Jan. 28, 2019), http://tiny.cc/h1a04y). Even if those statements

were expressly directed at this controversy—they are not—the FSIA abandoned the

“executive-driven, factor-intensive” approach. Republic of Argentina, 573 U.S. at

141. Immunity is “decided by courts,” 28 U.S.C. § 1602, not the “executive

branch,” H.R. Rep. No. 94-1487, at 7. More relevantly, this is not a debate about

whether this Court should return the attached asset to the Maduro regime. The ques-

tion is whether a judgment debtor can invoke “equity” generally to shield its assets

from the enforcement of the lawful judgments of our own courts. Venezuela—not

the Maduro regime, but Venezuela—continues to owe Crystallex nearly $1 billion,

and applying its assets to satisfy that undisputed debt is consistent with the Treasury

Department’s statements.

In any event, Venezuela’s own authorities limit the power to modify equitable

decrees to “exceptional circumstances” and vest that power in the “district court,”

not this Court. Phila. Welfare Rights Org. v. Shapp, 602 F.2d 1114, 1119-20 (3d

Cir. 1979). This Court’s role is limited to “commensurately narrow” “review” of

the district court’s exercise of discretion, which may “not be disturbed unless there

was a clear abuse.” Inmates of Allegheny Cty. Jail v. Wecht, 754 F.2d 120, 127 (3d

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 Case: 18-2797 Document: 003113208533 Page: 31 Date Filed: 04/10/2019

Cir. 1985). There was no reason for the district court to address the developments

that Venezuela now raises—and thus no act of equitable discretion to review.

To be sure, both the district court and the federal government will have an

opportunity to weigh in before Crystallex executes on the PDVH shares. The district

court’s order staying the sale remains in place, JA-8, and as Crystallex told that court,

the court must “order the sale’” to set it in motion. Ltr. from Travis S. Hunter to

Chief Judge Leonard P. Stark, Crystallex Int’l Corp. v. Bolivarian Republic of

Venezuela, No. 1:17-mc-151, at 3 (D. Del. Aug. 16, 2018), ECF No. 86 (ellipsis

omitted) (quoting 8 Del. C. § 324(a)). Crystallex has also advised the district court

that a “sale may be conditioned on the issuance of a license by OFAC (or a statement

that no license is necessary).” Id. at 5; see also Exec. Order No. 13,835, 83 Fed.

Reg. 24,001 (May 21, 2018); OFAC, Venezuela General License 14 (Jan. 28, 2019).

And “a potential purchaser may wish to seek a license before completing a purchase

of the shares.” Ltr. from Hunter to Chief Judge Stark, supra, at 4. Venezuela’s pleas

to the equities of a “judicial auction,” Venezuela Br. 1 (emphasis added)—as op-

posed to mere attachment—are thus at best premature.

Even if it were appropriate for this Court to consider new facts in these appeals

(and it is not), mere speculation about PDVSA’s future under the Guaidó regime—

if it ever fully comes to power—cannot erase two decades of Venezuela’s disregard

for corporate formalities. The State Department’s recognition of Guaidó as

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President does not ensure that he will consolidate power, much less that if he does

he will be any more faithful to the rule of law than the regime he replaced. So far,

there is no evidence of how Guaidó will govern. And the sole evidence of how he

will treat PDVSA is the Guaidó-led National Assembly’s complete disregard for

corporate formalities in reappointing the boards of PDVSA’s subsidiary by legisla-

tive fiat, rather than leaving that decision to the new PDVSA board appointed by the

same order—hardly a sign of their independence from government control, see Ex.

A to Opp. to Mot. to Intervene, Crystallex Int’l Corp. v. Bolivarian Republic of Ven-

ezuela, No. 18-2797, at 5-6 (3d Cir. Mar. 11, 2019), ECF No. 3113181879.

The chaos surrounding possible regime change, similarly, is not evidence that

corporate order has been restored. To the contrary, the allegation that the Maduro

regime continues to dominate PDVSA within Venezuela, Venezuela Br. 24, only

confirms that the district court’s alter-ego finding was correct when made. Indeed,

Guaidó’s recently appointed Attorney General, José Ignacio Hernández, provided

expert testimony supporting Crystallex’s alter-ego arguments below. JA-1184. That

Guaidó nonetheless maintains control of PDVSA’s U.S. subsidiaries without the

benefit of PDVSA’s personnel and assets in Venezuela only undermines the image

of PDVSA as an autonomous company in control of its own day-to-day operations.

CONCLUSION

This Court should affirm the orders of the district court.

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April 10, 2019 Respectfully submitted,

 
/s/ Miguel A. Estrada
Robert L. Weigel Miguel A. Estrada
Rahim Moloo Counsel of Record
Jason W. Myatt Lucas C. Townsend
GIBSON, DUNN & CRUTCHER LLP Matthew S. Rozen
200 Park Avenue GIBSON, DUNN & CRUTCHER LLP
New York, NY 10166 1050 Connecticut Avenue, N.W.
(212) 351-4000 Washington, D.C. 20036
(202) 955-8500

Counsel for Appellee Crystallex International Corp.

 Case: 18-2797 Document: 003113208533 Page: 34 Date Filed: 04/10/2019

CERTIFICATE OF COMPLIANCE

1. This brief complies with the type-volume limitation established by this

Court’s Order of March 20, 2019, because it does not exceed 25 double-spaced

pages, excluding the parts of the brief exempted by Federal Rule of Appellate Pro-

cedure 32(f).

2. This brief complies with the typeface requirements of Federal Rule of

Appellate Procedure 32(a)(5) and the type-style requirements of Federal Rule of Ap-

pellate Procedure 32(a)(6) because it has been prepared in a proportionately spaced

typeface using Microsoft Word 2016 in 14-point Times New Roman font.

3. This brief complies with Third Circuit Rule 31.1(c) because: (1) the

text of the electronic brief is identical to the text in the paper document; and (2) the

document has been scanned with Version 14 of Symantec Endpoint Protection and

is free of viruses.

4. This brief complies with this Court’s Rule 28.3(d) because at least one

of the attorneys whose names appear on the brief, including Miguel A. Estrada, is a

member of the bar of this Court.

April 10, 2019 /s/ Miguel A. Estrada

Miguel A. Estrada
GIBSON, DUNN & CRUTCHER LLP
1050 Connecticut Avenue, N.W.
Washington, D.C. 20036
(202) 955-8500
 Case: 18-2797 Document: 003113208533 Page: 35 Date Filed: 04/10/2019

CERTIFICATE OF SERVICE

I hereby certify that on April 10, 2019, I caused the foregoing brief to be filed

with the Clerk of the Court for the United States Court of Appeals for the Third

Circuit by using the Court’s CM/ECF system. I further certify that service was ac-

complished on all parties via the Court’s CM/ECF system.

April 10, 2019 /s/ Miguel A. Estrada

Miguel A. Estrada
GIBSON, DUNN & CRUTCHER LLP
1050 Connecticut Avenue, N.W.
Washington, D.C. 20036
(202) 955-8500