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UNITED STATES DISTRICT COURT
DISTRICT OF COLUMBIA

[Page 2]

SOLAR ANDALUZ 2 GMBH & CO. KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLAR ANDALUZ 3 GMBH & CO. KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLAR ANDALUZ 4 GMBH & CO. KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLAR ANDALUZ 5 GMBH & CO. KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLAR ANDALUZ 6 GMBH & CO. KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLAR ANDALUZ 7 GMBH & CO. KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLAR ANDALUZ 8 GMBH & CO. KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLAR ANDALUZ 9 GMBH & CO. KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLAR ANDALUZ 10 GMBH & CO. KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLAR ANDALUZ 11 GMBH & CO. KG,

[Page 3]

Bismarckstraße 107
74074 Heilbronn
Germany

SOLAR ANDALUZ 12 GMBH & CO. KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLAR ANDALUZ 13 GMBH & CO. KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLAR ANDALUZ 14 GMBH & CO. KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLAR ANDALUZ 15 GMBH & CO. KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLAR ANDALUZ 16 GMBH & CO. KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLAR ANDALUZ 17 GMBH & CO. KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLAR ANDALUZ 18 GMBH & CO. KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLAR ANDALUZ 19 GMBH & CO. KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLAR ANDALUZ 20 GMBH & CO. KG,
Bismarckstraße 107

[Page 4]

74074 Heilbronn
Germany

SOLARPARK CALASPARRA 251 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLARPARK CALASPARRA 252 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLARPARK CALASPARRA 253 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLARPARK CALASPARRA 254 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLARPARK CALASPARRA 255 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLARPARK CALASPARRA 256 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLARPARK CALASPARRA 257 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn
Germany

[Page 5]

SOLARPARK CALASPARRA 258 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLARPARK CALASPARRA 259 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLARPARK CALASPARRA 260 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLARPARK CALASPARRA 261 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLARPARK CALASPARRA 262 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLARPARK CALASPARRA 263 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLARPARK CALASPARRA 264 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLARPARK CALASPARRA 265 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn

[Page 6]

Germany

SOLARPARK TORDESILLAS 1 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLARPARK TORDESILLAS 2 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLARPARK TORDESILLAS 3 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLARPARK TORDESILLAS 4 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLARPARK TORDESILLAS 5 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLARPARK TORDESILLAS 6 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLARPARK TORDESILLAS 7 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLARPARK TORDESILLAS 8 GMBH & CO.
KG,

[Page 7]

Bismarckstraße 107
74074 Heilbronn
Germany

SOLARPARK TORDESILLAS 9 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLARPARK TORDESILLAS 10 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLARPARK TORDESILLAS 11 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLARPARK TORDESILLAS 12 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLARPARK TORDESILLAS 13 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLARPARK TORDESILLAS 14 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLARPARK TORDESILLAS 15 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn
Germany

[Page 8]

SOLARPARK TORDESILLAS 16 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLARPARK TORDESILLAS 17 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLARPARK TORDESILLAS 18 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLARPARK TORDESILLAS 19 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLARPARK TORDESILLAS 20 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLARPARK TORDESILLAS 21 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLARPARK TORDESILLAS 22 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLARPARK TORDESILLAS 23 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn

[Page 9]

Germany

SOLARPARK TORDESILLAS 24 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLARPARK TORDESILLAS 25 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLARPARK TORDESILLAS 26 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLARPARK TORDESILLAS 27 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLARPARK TORDESILLAS 28 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLARPARK TORDESILLAS 29 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn
Germany

SOLARPARK TORDESILLAS 30 GMBH & CO.
KG,
Bismarckstraße 107
74074 Heilbronn
Germany

Plaintiffs,

[Page 10]

v.

THE KINGDOM OF SPAIN,
Abogacía General del Estado
Calle Ayala 5
28001 Madrid
Spain

Defendant.

[Page 11]

Plaintiffs, which are the 72 entities and individuals listed in the caption of this Complaint and identified in paragraphs 3 to 6 below (collectively, “Plaintiffs”), by and through their undersigned counsel, allege as follows for their Complaint against Defendant the Kingdom of Spain (“Spain”):

Nature of the Action

1. This is an action to recognize and enforce (i) an arbitral award issued on October 6, 2023 in ICSID Case No. ARB/15/23 in favor of Plaintiffs and against Spain (the “Award")¹ and (ii) a decision on annulment issued on December 22, 2025 in the Annulment Proceeding for ICSID Case No. ARB/15/23 in favor of Plaintiffs and against Spain (the “Decision on Annulment").² The Award was issued by an arbitral tribunal (the “Tribunal") following arbitration proceedings conducted in accordance with the Convention on the Settlement of Investment Disputes between States and Nationals of Other States (the “ICSID Convention").³ The Decision on Annulment was issued by an ad hoc committee (the “Committee”) following annulment proceedings to annul the Award also conducted in accordance with the ICSID Convention.

2. Pursuant to Articles 52(4) and 54 of the ICSID Convention and 22 U.S.C. § 1650a,

¹ A true and correct copy of the Award, as certified by the Acting Secretary-General of ICSID, is attached hereto as Exhibit A. The Award incorporates the Tribunal's Decision on Jurisdiction and Admissibility dated April 19, 2021 (attached to the Award as Appendix 1), the Tribunal's Decision on the Respondent's Request for Reconsideration of the Tribunal's Decision of 19 April 2021, dated December 6, 2021 (attached to the Award as Appendix 2), the Tribunal's decision on the Respondent's second Request for Reconsideration of the Tribunal's Decision dated 19 April 2021 and the Tribunal's Decision dated 6 December 2021, dated July 25, 2022 (attached to the Award as Appendix 3), the Tribunal's Decision on Jurisdiction, Liability and Principles of Quantum dated September 14, 2022 (attached to the Award as Appendix 4), and the Tribunal's decision on the Respondent's Request of 27 December 2022 for Reconsideration of the Tribunal's Decision on Jurisdiction, Liability and Principles of Quantum dated 14 September 2022, dated February 22, 2023 (attached to the Award as Appendix 5). ↩

² A true and correct copy of the Decision on Annulment, as certified by the Acting Secretary-General of ICSID, is attached hereto as Exhibit B. ↩

³ A true and correct copy of the ICSID Convention is attached hereto as Exhibit C. ↩

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Plaintiffs request that the Court: (1) enter an order recognizing and enforcing the Award and the Decision on Annulment and giving them the same full faith and credit as if they were final judgments of a court of general jurisdiction of one of the several states; (2) enter judgment in Plaintiffs' favor and against Spain for damages in the amounts specified in the Award and the Decision on Annulment, plus pre-award and post-award interest as ordered by the Tribunal and the Committee; and (3) grant any other and further relief that the Court may deem appropriate.

The Parties

3. Plaintiffs are members of the DSG Deutsche Solargesellschaft Group (the “DSG Group"). The DSG Group is comprised of 65 limited liability partnerships and two private companies, all duly established under the laws of Germany, and five individuals of German nationality.⁴

4. Plaintiffs that are 65 limited liability partnerships are: Solar Andaluz 1–20 GmbH & Co. KG;⁵ Solarpark Calasparra 251–265 GmbH & Co. KG;⁶ and Solarpark Tordesillas 401–

⁴ The Tribunal issued its Award in favor of six German nationals; however, one of the award-creditors, Mathias Kruck, is deceased and is therefore not a plaintiff in this proceeding. ↩

⁵ "Solar Andaluz 1–20 GmbH & Co. KG" includes Solar Andaluz 1 GmbH & Co. KG, Solar Andaluz 2 GmbH & Co. KG, Solar Andaluz 3 GmbH & Co. KG, Solar Andaluz 4 GmbH & Co. KG, Solar Andaluz 5 GmbH & Co. KG, Solar Andaluz 6 GmbH & Co. KG, Solar Andaluz 7 GmbH & Co. KG, Solar Andaluz 8 GmbH & Co. KG, Solar Andaluz 9 GmbH & Co. KG, Solar Andaluz 10 GmbH & Co. KG, Solar Andaluz 11 GmbH & Co. KG, Solar Andaluz 12 GmbH & Co. KG, Solar Andaluz 13 GmbH & Co. KG, Solar Andaluz 14 GmbH & Co. KG, Solar Andaluz 15 GmbH & Co. KG, Solar Andaluz 16 GmbH & Co. KG, Solar Andaluz 17 GmbH & Co. KG, Solar Andaluz 18 GmbH & Co. KG, Solar Andaluz 19 GmbH & Co. KG, and Solar Andaluz 20 GmbH & Co. KG. ↩

⁶ "Solarpark Calasparra 251–265 GmbH & Co. KG” includes Solarpark Calasparra 251 GmbH & Co. KG, Solarpark Calasparra 252 GmbH & Co. KG, Solarpark Calasparra 253 GmbH & Co. KG, Solarpark Calasparra 254 GmbH & Co. KG, Solarpark Calasparra 255 GmbH & Co. KG, Solarpark Calasparra 256 GmbH & Co. KG, Solarpark Calasparra 257 GmbH & Co. KG, Solarpark Calasparra 258 GmbH & Co. KG, Solarpark Calasparra 259 GmbH & Co. KG, Solarpark Calasparra 260 GmbH & Co. KG, Solarpark Calasparra 261 GmbH & Co. KG, Solarpark Calasparra 262 GmbH & Co. KG, Solarpark Calasparra 263 GmbH & Co. KG, Solarpark Calasparra 264 GmbH & Co. KG, and Solarpark Calasparra 265 GmbH & Co. KG. ↩

[Page 13]

430 GmbH & Co. KG.⁷ The address of each of these 65 limited liability partnerships is Bismarckstraße 107, 74074 Heilbronn, Germany.

5. Plaintiffs that are two private companies are: (i) DSG Spanien Verwaltungs GmbH (formerly known as Kruck Beteiligungs GmbH); and (ii) DSG Deutsche Solargesellschaft GmbH. The address of both private companies is Bismarckstraße 107, 74074 Heilbronn, Germany.

6. Plaintiffs who are five German nationals and their addresses are as follows: (i) Joachim Kruck, Robert-Mayer-Straße 54, 74076 Heilbronn, Germany; (ii) Ralf Hofmann, Gabelaecker 6, 74172 Neckarsulm, Germany; (iii) Peter Flachsmann, Kaiserstraße 16, 74072 Heilbronn, Germany; (iv) Frank Schumm, Wilhelm-Blos-Straße 39, 74076 Heilbronn, Germany; and (v) Rolf Schumm, Wilhelm-Blos-Straße 15, 74076 Heilbronn, Germany.

7. There are 72 Plaintiffs in total.

8. Defendant Spain is a foreign state within the meaning of the Foreign Sovereign Immunities Act, 28 U.S.C. §§ 1330, 1391(f), and 1602-1611. The governmental authority likely to represent Spain in this proceeding is the Abogacía General del Estado (State Attorney General's

⁷ "Solarpark Tordesillas 401–430 GmbH & Co. KG” includes Solarpark Tordesillas 401 GmbH & Co. KG, Solarpark Tordesillas 402 GmbH & Co. KG, Solarpark Tordesillas 403 GmbH & Co. KG, Solarpark Tordesillas 404 GmbH & Co. KG, Solarpark Tordesillas 405 GmbH & Co. KG, Solarpark Tordesillas 406 GmbH & Co. KG, Solarpark Tordesillas 407 GmbH & Co. KG, Solarpark Tordesillas 408 GmbH & Co. KG, Solarpark Tordesillas 409 GmbH & Co. KG, Solarpark Tordesillas 410 GmbH & Co. KG, Solarpark Tordesillas 411 GmbH & Co. KG, Solarpark Tordesillas 412 GmbH & Co. KG, Solarpark Tordesillas 413 GmbH & Co. KG, Solarpark Tordesillas 414 GmbH & Co. KG, Solarpark Tordesillas 415 GmbH & Co., KG, Solarpark Tordesillas 416 GmbH & Co. KG, Solarpark Tordesillas 417 GmbH & Co. KG, Solarpark Tordesillas 418 GmbH & Co. KG, Solarpark Tordesillas 419 GmbH & Co. KG, Solarpark Tordesillas 420 GmbH & Co. KG, Solarpark Tordesillas 421 GmbH & Co. KG, Solarpark Tordesillas 422 GmbH & Co. KG, Solarpark Tordesillas 423 GmbH & Co. KG, Solarpark Tordesillas 424 GmbH & Co. KG, Solarpark Tordesillas 425 GmbH & Co. KG, Solarpark Tordesillas 426 GmbH & Co. KG, Solarpark Tordesillas 427 GmbH & Co. KG, Solarpark Tordesillas 428 GmbH & Co. KG, Solarpark Tordesillas 429 GmbH & Co. KG, and Solarpark Tordesillas 430 GmbH & Co. KG. ↩

[Page 14]

Office), which is located at Calle Ayala 5, 28001 Madrid, Spain.

Jurisdiction and Venue

9. This Court has subject matter jurisdiction over this proceeding pursuant to 28 U.S.C. § 1330(a) and 22 U.S.C. § 1650a(b). This case falls within the exceptions to foreign sovereign immunity set forth in: (i) 28 U.S.C. § 1605(a)(1) for cases in which a foreign state has waived its immunity either explicitly or by implication; and (ii) 28 U.S.C. § 1605(a)(6) for cases brought against a foreign state to confirm an arbitration award that “is or may be governed by a treaty or other international agreement in force in the United States calling for the recognition and enforcement of arbitral awards.” See, e.g., Tatneft v. Ukraine, 771 F. App’x 9, 10 (D.C. Cir. 2019) (subject matter jurisdiction under waiver exception in 28 U.S.C. § 1605(a)(1)); NextEra Energy Global Holdings B.V. v. Kingdom of Spain, 112 F.4th 1088, 1105 (D.C. Cir. 2024) (subject matter jurisdiction under arbitration exception in 28 U.S.C. § 1605(a)(6)).

10. Personal jurisdiction over Spain exists under 28 U.S.C. § 1330(b), which provides that this Court may exercise personal jurisdiction over a foreign state as to every claim for relief over which the Court has subject matter jurisdiction, provided that service has been made in accordance with 28 U.S.C. § 1608.

11. Venue is proper in this judicial district pursuant to 28 U.S.C. § 1391(f)(4).

Factual Background

I. Overview of the Dispute Underlying the Award

12. As discussed further below, under 22 U.S.C. § 1650a(a), the pecuniary obligations imposed by the Award and the Decision on Annulment are entitled to receive “the same full faith and credit as if [the Award and the Decision on Annulment] were a final judgment of a court of general jurisdiction of one of the several States.” Consequently, the dispute underlying the Award is not relevant to the recognition and enforcement of the Award and the Decision on Annulment

[Page 15]

under U.S. law. Nonetheless, solely for the purpose of providing background and context, Plaintiffs provide a brief overview of the dispute underlying the Award.

13. The dispute underlying the Award arose out of Spain's violations of the Energy Charter Treaty (the “ECT”)⁸ with respect to Plaintiffs' investments in three photovoltaic energy projects in Spain registered under Spanish Royal Decree 661/2007.⁹

14. Between 1994 and 2008, Spain enacted renewable energy incentive legislation to attract foreign investment.¹⁰ Plaintiffs invested in photovoltaic power facilities in Spain in reliance on this legislation starting in 2006.¹¹

15. By 2010, Spain began introducing regulatory changes that impacted the applicable incentives and financial regime under which Plaintiffs had invested, causing significant damage to their investments.¹²

II. The ECT

16. Both the relationship and the dispute between Plaintiffs and Spain are governed by the ECT, which Spain signed on December 17, 1994, and ratified on December 11, 1997.¹³ The ECT entered into force in Spain on April 16, 1998;¹⁴ Spain notified its withdrawal from the ECT on April 16, 2024 (effective April 17, 2025).¹⁵ Pursuant to Article 47(3) of the ECT, all investments covered by the ECT at the time a withdrawal takes effect continue to receive

⁸ A true and correct copy of the ECT is attached hereto as Exhibit D. ↩

⁹ Decision on Jurisdiction and Admissibility, Ex. A, Appendix 1, ¶¶ 3, 6. ↩

¹⁰ Id. ¶¶ 6, 119–140. ↩

¹¹ Id. ¶¶ 6, 8; Decision on Jurisdiction, Liability and Principles of Quantum, Ex. A, Appendix 4, ¶ 36. ↩

¹² Decision on Jurisdiction and Admissibility, Ex. A, Appendix 1, ¶¶ 6, 141–159. ↩

¹³ Energy Charter Secretariat: Spain, Energy Charter, https://www.energycharter.org/who-we-are/members-observers/countries/spain. ↩

¹⁴ Id. ↩

¹⁵ Id. ↩

[Page 16]

protection under the ECT for 20 years.¹⁶

17. Germany signed and ratified the ECT on December 17, 1994, and March 14, 1997, respectively, and it entered into force for Germany on April 16, 1998; Germany notified its withdrawal on December 19, 2022 (effective December 20, 2023).¹⁷

18. The ECT obligates each Contracting Party to protect Investments made by Investors of the other Contracting Parties within its territory. Article 1(7) provides that the term “Investor” means, with respect to a Contracting Party, “a company or other organization organized in accordance with the law applicable in that Contracting Party."¹⁸

19. Article 1(6) of the ECT defines the term “Investment” broadly to include “every kind of asset, owned or controlled directly or indirectly by an Investor,” including “tangible and intangible, and movable and immovable, property, and any property rights such as leases, mortgages, liens, and pledges[,]" and "any right conferred by law or contract or by virtue of any licences and permits granted pursuant to law to undertake any Economic Activity in the Energy Sector."¹⁹

20. The ECT sets out the substantive obligations of each Contracting Party to protect Investors of the other Contracting Parties and their Investments. For example, Article 10(1) of the ECT obligates each Contracting Party to provide fair and equitable treatment (“FET") to Investments of Investors of the other Contracting Parties:

Each Contracting Party shall, in accordance with the provisions of this Treaty, encourage and create stable, equitable, favourable and transparent conditions for Investors of other Contracting Parties to make Investments in its Area. Such conditions shall include a

¹⁶ ECT, Ex. D, Art. 47(3). ↩

¹⁷ Energy Charter Secretariat, Germany, Energy Charter, https://www.energycharter.org/who-we-are/members-observers/countries/germany. ↩

¹⁸ ECT, Ex. D, Art. 1(7). ↩

¹⁹ Id., Art. 1(6). ↩

[Page 17]

commitment to accord at all times to Investments of Investors of other Contracting Parties fair and equitable treatment. Such Investments shall also enjoy the most constant protection and security and no Contracting Party shall in any way impair by unreasonable or discriminatory measures their management, maintenance, use, enjoyment or disposal. In no case shall such Investments be accorded treatment less favourable than that required by international law, including treaty obligations. Each Contracting Party shall observe any obligations it has entered into with an Investor or an Investment of an Investor of any other Contracting Party.²⁰

III. The Parties' Agreement to Arbitrate

21. Spain gave its "unconditional consent" to the submission of a dispute with an Investor of another Contracting Party to ICSID arbitration in Article 26(3)(a) of the ECT, which provides in pertinent part that “each Contracting Party hereby gives its unconditional consent to the submission of a dispute to international arbitration or conciliation in accordance with the provisions of this Article.”²¹

22. Article 26(4) of the ECT provides that:

In the event that an Investor chooses to submit the dispute . . . [to international arbitration], the Investor shall further provide its consent in writing for the dispute to be submitted to:

(a)(i) The International Centre for Settlement of Investment Disputes . . . if the Contracting Party of the Investor and the Contracting Party to the dispute are both parties to the ICSID Convention . . . .²²

23. Plaintiffs affirmed in writing their consent to submission of the Parties' dispute to ICSID arbitration in paragraph 78 of the Request for Arbitration, which they submitted to ICSID on March 19, 2015.²³

²⁰ Id., Art. 10(1) (emphasis added). ↩

²¹ Id., Art. 26(3)(a). ↩

²² Id., Art. 26(4). ↩

²³ A true and correct copy of the Request for Arbitration is attached hereto as Exhibit E. ↩

[Page 18]

24. Spain's consent to arbitrate set forth in Article 26(3)(a) of the ECT, coupled with Plaintiffs' submission of the Parties' dispute to ICSID arbitration, constituted an agreement to arbitrate within the meaning of Chapter II of the ICSID Convention.

IV. The Arbitration

25. On March 19, 2015, the DSG Group and 43 other investors referred to as the TS Investors Group (together, the “Claimants")²⁴ commenced the arbitration by filing their Request for Arbitration with ICSID.²⁵ On June 4, 2015, the Secretary-General of ICSID registered the Request for Arbitration in accordance with Article 36(3) of the ICSID Convention and notified the Claimants and Spain of the registration.²⁶

26. The arbitration proceeded in accordance with the ICSID Convention and the ICSID Arbitration Rules.²⁷ The selection of the Tribunal was completed on January 19, 2016.²⁸ The Tribunal ultimately consisted of Dr. Michael Pryles (appointed by the Claimants),²⁹ Prof. Zachary Douglas, QC (appointed by Spain), and Prof. Vaughan Lowe, QC (President of the Tribunal, appointed by agreement of the Parties).³⁰

27. Spain was represented in the arbitration by attorneys from the Abogacía General

²⁴ In its Decision on Jurisdiction and Admissibility, the Tribunal decided that it would determine the dispute involving the claims presented by the DSG Group, but not the dispute relating to the claims presented by the TS Investors Group, without prejudice to the TS Investors Group's claims. Decision on Jurisdiction and Admissibility, Ex. A, Appendix 1, ¶¶ 238–239. ↩

²⁵ Request for Arbitration, Ex. E; Decision on Jurisdiction and Admissibility, Ex. A, Appendix 1, ¶ 16. ↩

²⁶ Decision on Jurisdiction and Admissibility, Ex. A, Appendix 1, ¶ 21. ↩

²⁷ Id. ¶¶ 21–22. ↩

²⁸ Id. ¶ 24. ↩

²⁹ The Claimants first appointed Mr. Gary Born, who submitted his resignation on June 22, 2018. The Claimants appointed Dr. Michael Pryles to replace Mr. Born on August 6, 2018. On August 8, 2018, Dr. Pryles accepted his appointment, and the Tribunal was reconstituted. Id. ¶¶ 48–55, 61, 68–70, 72–72. ↩

³⁰ Id. ¶ 23. ↩

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del Estado (State Attorney's Office).³¹ Spain fully participated in the arbitration, including by submitting a Rule 41(5) Objection, a Counter-Memorial on the Merits, and a Memorial on Jurisdiction.³²

28. From June 3 to 7, 2019, the Tribunal conducted a hearing, in which the Claimants and Spain participated, presented witnesses and experts for examination, and were represented by their respective counsel.³³

V. The Award

29. On April 19, 2021, the Tribunal issued its Decision on Jurisdiction and Admissibility, which was unanimous. In the Decision on Jurisdiction and Admissibility, the Tribunal unanimously upheld its jurisdiction under the ECT and the ICSID Convention over claims by investors of one EU Member State against another EU Member State and rejected Spain's jurisdictional objections based on EU law.³⁴

30. On December 6, 2021, the Tribunal issued its Decision on the Respondent's Request for Reconsideration of the Tribunal's Decision dated 19 April 2021, holding that the Judgment of the Court of Justice of the European Union on September 2, 2021, in Case No. C-741/19, Republic of Moldova v. Komstroy LCC, did not warrant the reopening of questions addressed and decided in the Tribunal's Decision on Jurisdiction and Admissibility.³⁵

31. On September 14, 2022, the Tribunal issued its Decision on Jurisdiction, Liability and Principles of Quantum, finding by a majority that Spain had violated the DSG Group's right

³¹ Id. ¶ 30. ↩

³² Id. ¶¶ 26, 40–41, 44, 48, 60, 99–115. ↩

³³ Id. ¶ 93. ↩

³⁴ Decision on Jurisdiction and Admissibility, Ex. A, Appendix 1, ¶ 295. ↩

³⁵ Decision on the Respondent's Request for Reconsideration of the Tribunal's Decision of 19 April 2021, Ex. A, Appendix 2, ¶ 48. ↩

[Page 20]

to fair and equitable treatment under Article 10 of the ECT when it established its new regulatory regime for investments in renewable energy.³⁶

32. On October 6, 2023, the Tribunal issued the Award.³⁷ In the Award, the Tribunal reaffirmed and incorporated its Decision on Jurisdiction and Admissibility dated April 19, 2021, its Decision on Jurisdiction, Liability and Principles of Quantum dated September 14, 2022, and its three decisions on Spain's requests for reconsideration, dated December 6, 2021, July 25, 2022, and February 22, 2023, respectively.³⁸

33. In the Award, the Tribunal unanimously ordered Spain to pay:

1. EUR 15,019,540 to the DSG Group by way of reparation and interest on that sum payable as from June 21, 2014, at a rate of 1.16%;³⁹ and

2. Three-fifths of the Claimants' costs, including the Claimants' contribution to the costs of the Tribunal, totaling EUR 2,885,356.85 plus US$ 340,151.73, with interest on those sums payable at a rate of 1.16% as from the date of the Award (i.e., October 6, 2023).⁴⁰

VI. The Decision on Annulment

34. On February 2, 2024, Spain applied to ICSID for the annulment of the Award, and the Secretary-General of ICSID registered the Application for Annulment on February 13, 2024 and provisionally stayed enforcement of the Award pending the annulment proceedings.⁴¹

35. On December 22, 2025, the Committee issued its unanimous Decision on

³⁶ Decision on Jurisdiction, Liability and Principles of Quantum, Ex. A, Appendix 4, ¶ 366(5). ↩

³⁷ See Award, Ex. A. ↩

³⁸ Id. ¶ 82(i). ↩

³⁹ Id. ¶ 82(iii). ↩

⁴⁰ Id. ¶ 82(iv). ↩

⁴¹ Decision on Annulment, Ex. B, ¶¶ 5–6. ↩

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Annulment, dismissing Spain's application and ordering the Parties to “abide by and comply” with the terms of the Award.⁴²

36. In the Decision on Annulment, the Committee also ordered Spain to pay:

1. The costs of the annulment proceedings, including the fees and expenses of the Committee and ICSID's administrative fees and direct expenses, as reflected in ICSID's final financial statement (i.e., US$ 496,116.95), increased by interest at a rate of 1.16% compounded monthly until the date of payment, if such payment is not made within ninety days from the notification of the Decision on Annulment (i.e., March 22, 2026);⁴³ and

2. Ninety percent of the Claimants' costs up to the amount of EUR 420,404.04, increased by interest at a rate of 1.16% compounded monthly until the date of payment, if such payment is not made within ninety days from the notification of the Decision on Annulment (i.e., March 22, 2026).⁴⁴

Cause of Action –
Recognition of the Award and the Decision on Annulment Pursuant to 22 U.S.C. § 1650a

37. Plaintiffs repeat and reallege the allegations in paragraphs 1 through 36 as if set forth fully herein.

38. On August 27, 1965, the United States signed the ICSID Convention, which establishes a framework for the resolution of investment disputes between a State party to the Convention and a national of another State party to the Convention.⁴⁵ The United States deposited

⁴² Id. ¶¶ 252(a)–(b). ↩

⁴³ Id. ¶¶ 252(c)–(d). ↩

⁴⁴ Id. ↩

⁴⁵ Database of ICSID Member States, https://icsid.worldbank.org/about/member-states/database-of-member-states (last visited January 26, 2026). ↩

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its instrument of ratification for the ICSID Convention on June 10, 1966, and the Convention entered into force for the United States on October 14, 1966.⁴⁶ Awards issued pursuant to the ICSID Convention are subject to recognition and enforcement in the United States under Article 54 of the ICSID Convention and pursuant to 22 U.S.C. § 1650a.

39. Spain signed the ICSID Convention on March 21, 1994, and deposited its ratification on August 18, 1994.⁴⁷ The ICSID Convention entered into force for Spain on September 17, 1994. As discussed above, Plaintiffs are nationals of Germany,⁴⁸ which became a Contracting State to the ICSID Convention on May 18, 1969.⁴⁹

40. Article 53(1) of the ICSID Convention provides that an award rendered by an ICSID tribunal “shall be binding on the parties and shall not be subject to any appeal or to any other remedy except those provided for in this Convention. Each party shall abide by and comply with the terms of the award except to the extent that enforcement shall have been stayed pursuant to the relevant provisions of this Convention.”⁵⁰

41. Article 54(1) of the ICSID Convention provides that “[e]ach Contracting State shall recognize an award rendered pursuant to this Convention as binding and enforce the pecuniary obligations imposed by that award within its territories as if it were a final judgment of a court in that State."⁵¹

42. Article 52(4) of the ICSID Convention provides that the provisions of Articles 53

⁴⁶ Id. ↩

⁴⁷ Id. ↩

⁴⁸ Request for Arbitration, Ex. E, ¶¶ 2–5. ↩

⁴⁹ Database of ICSID Member States, https://icsid.worldbank.org/about/member-states/database-of-member-states (last visited January 26, 2026). ↩

⁵⁰ ICSID Convention, Ex. C, Art. 53(1). ↩

⁵¹ Id., Art. 54(1). ↩

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and 54 "shall apply mutatis mutandis to proceedings before” an ad hoc annulment committee.

43. Section 1650a(a) of Title 22 of the United States Code implements Article 54 of the ICSID Convention by providing as follows:

An award of an arbitral tribunal rendered pursuant to chapter IV of the [ICSID] convention shall create a right arising under a treaty of the United States. The pecuniary obligations imposed by such an award shall be enforced and shall be given the same full faith and credit as if the award were a final judgment of a court of general jurisdiction of one of the several States. The Federal Arbitration Act (9 U.S.C. 1 et seq.) shall not apply to enforcement of awards rendered pursuant to the convention.

44. The Award and the Decision on Annulment were rendered by an arbitral tribunal pursuant to Chapter IV of the ICSID Convention.⁵²

45. The Award and the Decision on Annulment include pecuniary obligations in the amounts set out in paragraphs 33 and 36 above. Spain has not satisfied any part of these outstanding pecuniary obligations.

46. Pursuant to 22 U.S.C. § 1650a(a) and Article 54 of the ICSID Convention, the Award and the Decision on Annulment must be recognized and the pecuniary obligations therein must be enforced “as if [the Award and the Decision on Annulment] were a final judgment of a court of general jurisdiction of one of the several States.”⁵³

Prayer for Relief

WHEREFORE, Plaintiffs respectfully request that this Court enter an order and judgment:

1. Recognizing the Award and the Decision on Annulment and enforcing the pecuniary obligations imposed by the Award and the Decision on Annulment as if

⁵² Article 52(4) of the ICSID Convention applies Articles 41–45 of the ICSID Convention (concerning the “Powers and Functions of the Tribunal") to an ad hoc annulment committee. ICSID Convention, Ex. B, Art. 52(4). ↩

⁵³ 22 U.S.C. § 1650a(a). ↩

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the Award and the Decision on Annulment were final judgments of a court of general jurisdiction of one of the several States;

2. Entering judgment in favor of Plaintiffs and against Spain in the following amounts:

   1. EUR 15,019,540, plus interest on that sum payable as from June 21, 2014, at a rate of 1.16%;

   2. EUR 2,885,356.85 and US$ 340,151.73, plus interest on those sums payable as from October 6, 2023, at a rate of 1.16%;

   3. EUR 420,404.04, plus interest on that sum payable as from March 22, 2026 at a rate of 1.16%, compounded monthly until the date of payment; and

3. Awarding such other and further relief as may be proper.

Dated: New York, New York
June 22, 2026

Respectfully submitted,

/s/ Thomas C.C. Childs
Thomas C.C. Childs (NY0449)
Maryssa Ziegler (pro hac vice forthcoming)
KING & SPALDING LLP
1290 Avenue of the Americas
New York, NY 10104
Tel: (212) 556-2100
[email protected]
[email protected]

Attorneys for Plaintiffs