This article examines the challenges of enforcing judgments and arbitral awards against sovereign states in Spain, with particular focus on the treatment of state-owned enterprises (SOEs). While the 2015 Organic Law on Privileges and Immunities (LOPI) codified the restrictive theory of immunity and aligned Spain with international standards, it left unresolved the role of SOEs during the enforcement phase. Creditors thus face a double barrier: (1) sovereign immunity on the one hand and (2) the shield of corporate separateness on the other. Drawing on Spanish privatelaw doctrine of piercing the corporate veil (levantamiento del velo), the article explores how criteria developed for corporate abuse – commingling of assets, undercapitalization, external control, and residual fraud – can be transposed to the sovereign context. Comparative insights from the United States, France, and the United Kingdom illustrate possible pathways and pitfalls. Spanish case law, notably the Commercial Bank of Equatorial Guinea (CBGE) litigation, highlights both the promise and the uncertainty of current practice. The article proposes a structured four-part test – (1) control and governance, (2) patrimonial boundaries, (3) functional purpose, and (4) evasion – to discipline judicial reasoning and reconcile effective judicial protection with legal certainty. Spain’s constitutional framework, statutory innovations, and doctrinal tools position it to contribute significantly to international debates on sovereign enforcement.
European Investment Law and Arbitration Review