1. This claim is brought by Teinver S.A. (“Teinver”), Transportes de Cercanías S.A. (“Transportes de Cercanías”) and Autobuses Urbanos del Sur S.A. (“Autobuses Urbanos”) (collectively, “Claimants”), all companies incorporated in the Kingdom of Spain, against the Argentine Republic (“Respondent”), under the Agreement between the Argentine Republic and the Kingdom of Spain on the Promotion and Protection of Investments of October 3, 1991 (the “Treaty”).1 Claimants are members of a group of companies known collectively as the Grupo Marsans.
2. This dispute concerns Claimants’ allegations that Respondent has violated the Treaty, international law, and Argentine law, as well as commitments and representations made by the Respondent to Claimants, by unlawfully re-nationalizing and taking other measures regarding Claimants’ investments in two Argentine airlines: Aerolíneas Argentinas S.A. (“ARSA”) and Austral-Cielos del Sur S.A. (“AUSA”) (collectively, “the Argentine Airlines”).2
i. Acquisition of the Argentine Airlines
3. By 1991, the Spanish government, through asset purchases made by the state-owned airline Iberia Líneas Aéreas de España, S.A. (“Iberia”), was a significant shareholder in both of the Argentine Airlines. In 1994, Iberia incorporated a fully-owned Argentine subsidiary, Interinvest S.A. (“Interinvest”), to serve as the holding company for the Spanish investments in the Argentine airline industry.3 In 1995, the Spanish government created the Sociedad Estatal de Participaciones Industriales (“SEPI”) to operate as the holding company for all companies fully or partially owned by the Spanish government.4 As such, SEPI acquired Iberia’s shareholdings in Interinvest at that time.