By this information letter, we inform you that the Presidium of the Supreme Court of the Russian Federation has approved Thematic Review No. 8/2026 “Application by Commercial Courts of legislation on special economic measures introduced to protect Russia’s national interests” dated 17 June 2026, No. 11A/2026 (the “Review”).
The Review is the first official document to clarify the courts’ application of counter-sanctions restrictions introduced by decrees of the President of the Russian Federation since 2022 in response to unfriendly actions by foreign states.
The Supreme Court has summarized the key conclusions drawn from recent court practice and established a unified approach to guide both lower courts and market participants when assessing risks arising from settlements and transactions with foreign counterparties from unfriendly states.
The Review addresses a broad range of issues arising in practice. In this information letter, however, we analyze what we consider to be the Supreme Court’s most important positions.
1. Transactions and payments made in violation or circumvention of counter-sanctions restrictions are void
The Supreme Court confirmed that transactions or payments made in violation or circumvention of counter-sanctions restrictions must be treated as void because they violate mandatory legal provisions and infringe upon public interests pursuant to art. 10 and p. 2 of art. 168 of the Civil Code of the Russian Federation (the “Civil Code of Russia”).
This position of the Supreme Court, in our opinion, is the most important of the entire Review because the legislation had not previously specified clear consequences for non-compliance with counter-sanctions restrictions, and the court practice on this issue was inconsistent.
The Supreme Court provides the following examples of void transactions and payments made in violation or circumvention of counter-sanctions restrictions:
1) Payment splitting (p. 4 of the Review)
The Supreme Court held that transactions involving the artificial splitting of payments to circumvent Decree of the President of Russia No. 95 dated 5 March 2022 (“Decree No. 95”) may be classified as void.
As a reminder, Decree No. 95 allows the fulfillment of a monetary obligation in favor of an unfriendly creditor to be discharged within a limit not exceeding RUB 10 million per month (or the foreign-currency equivalent as at the first day of the relevant month), without crediting the funds to a special Type C account or obtaining permission from the Government Commission.
Until recently, payments within this limit were regarded as permitted, were widespread in practice and accepted by banks, and were not considered to entail a risk of violating counter-sanctions restrictions.
The Review does not identify the cases on which this position is based. However, we believe that the Supreme Court relied on the recent high-profile Glavprodukt (No. A40-48721/2025) and Raven Russia (No. A40-75763/2025) cases. In those cases, following claims brought by the Prosecutor General’s Office of the Russian Federation, the courts held void the transactions involving the distribution and transfer of profits (dividends) abroad and the repayment of credit obligations in circumvention of the existing counter-sanctions measures. The proceedings were held in closed court hearings, and the full circumstances are not publicly available.
Marillion specialists will monitor the development of court practice on this issue, as there are currently no clear criteria for distinguishing ordinary payment structuring from payment splitting intended to circumvent counter-sanctions measures.
2) Assignment of claims (p. 5 and p. 6 of the Review)
The Supreme Court held that an assignment by an unfriendly creditor of its claim to a person not subject to counter-sanctions restrictions is void since the transaction is aimed at obtaining funds in circumvention of the applicable counter-sanctions restrictions.
The Review gives examples of assignments of claims both under obligations subject to the restrictions imposed by Decree No. 95 and under obligations subject to Decree of the President of Russia No. 322 dated 27 May 2022 (“Decree No. 322”), which establishes a special procedure for fulfilling obligations to right holders from unfriendly states in relation to intellectual property objects.
At the same time, the Review states that an assignment of a claim arising from an obligation not subject to counter-sanctions restrictions is valid (for example, an assignment of a claim for payment of debt within the limit established by the Decree No. 95).
Please note that Decree No. 95 does not expressly prohibit assignments of claims. However:
- p. 8 of Decree No. 95 provides that, following in case of an assignment, the debtor must fulfill the obligation to the new creditor in accordance with the special procedure (i.e., within the applicable limits or by payment into a special Type C account);
- Decree No. 95 contains no provisions governing the consideration received by the original creditor for the assigned claim. Nor has consistent court practice on this issue developed.
The Supreme Court does not address the assignment consideration in the Review or explain in detail the circumstances in which an assignment should be held void.
However, we believe that an assignment may be held void where, as a result of such a transaction, unfriendly creditor receives into its account assignment consideration comparable to the amount of the main obligation, whereas, without the assignment, it could have received funds only within the applicable limit or into a special Type C account (i.e., with the help of such an assignment, there was a circumvention of the counter-sanctions restrictions).
In light of the Supreme Court’s current position, it remains unclear whether an assignment is permissible where the unfriendly creditor does not receive assignment consideration comparable to the amount of the main obligation.
Accordingly, in our view, the Review does not allow us to draw an unambiguous conclusion that any assignment of a claim under an obligation subject to counter-sanctions restrictions is void. To assess whether a particular assignment is permissible, it is recommended to consider its actual consequences—specifically, whether the unfriendly creditor will thereby receive funds comparable to the amount of the underlying obligation.
3) Transactions without mandatory Government Commission approval (p. 1 and p. 2 of the Review)
The Supreme Court held that a transaction concluded without the mandatory prior approval of the Government Commission is void.
The Review gives as an example a real estate transaction entered into in violation of Decree of the President of Russia No. 81 dated 1 March 2022. The Supreme Court confirmed that the restrictions also apply to transactions involving Russian companies controlled by persons from unfriendly states. In that example, it was also irrelevant that settlement took place in Russia and that no funds were transferred to a foreign owner.
4) Payments to persons from unfriendly states made in circumvention of counter-sanctions measures (p. 3 of the Review)
The Supreme Court held that transferring payments to persons from unfriendly states in violation of applicable counter-sanctions restrictions constitutes a void transaction.
The Review cites as an example a direct transfer to a foreign creditor of more than RUB 10 million per month without using a Type C account, in violation of Decree No. 95.
2. Consequences of a transaction or payment being held void
In the Review, the Supreme Court identifies the following consequences where transactions or payments are held void due to a violation or circumvention of counter-sanctions restrictions:
- Bilateral restitution (return by the parties of everything received under the transaction) constitutes the general consequence under art. 167 of the Civil Code of Russia (p. 1 and p. 7 of the Review).
We believe that, in p. 1 of the Review, the Supreme Court relied on Case No. A41-101031/2022 (Bauer Technology LLC). In a claim brought by one party to the transaction, the court held void the sale and purchase agreement for a repair and maintenance facility entered into between Bauer Technology LLC and individual entrepreneur R.P. Prudnikov. The court found that the transaction had been entered into without Government Commission approval and that settlement had been made to an ordinary bank account rather than a Type C account.
In p. 7 of the Review, the Supreme Court also gives an example in which funds paid to an assignee under a void assignment must be returned to the debtor.
- Recovery of the transaction amount in favour of the Russian Federation applies where the parties acted intentionally and pursued a purpose knowingly contrary to the foundations of public order, in accordance with art. 169 of the Civil Code of Russia (p. 3 of the Review).
The Review does not identify the case on which this position is based. However, we believe that the Supreme Court relied on Case No. A41-101031/2022 involving Torg LLC (formerly IKEA Torg LLC). In an action brought by the tax authority, the court held void a payment made by Torg LLC (formerly IKEA Torg LLC) to Fami Limited (Ireland). The court found that the transaction violated the restrictions on loan repayments imposed by Decree No. 95 and therefore circumvented the law with a purpose knowingly contrary to the foundations of public order.
- Forfeiture to the Russian Federation of shares, property, and transaction proceeds applies where the parties acted intentionally and the transaction was intended to establish foreign control over a strategic company without prior Government Commission approval (p. 2 of the Review).
Please note that forfeiture of assets to the Russian Federation occurred in the Glavprodukt (No. A40-48721/2025) and Raven Russia (No. A40-75763/2025) cases, discussed earlier in this information letter.
The Supreme Court has also emphasized that:
- A transaction is void from the moment it is entered into, no separate court decision on the recognition of the transaction as void is required (p. 7 of the Review);
- A court has the right to recognize a transaction as void on its own initiative, even if the parties did not expressly raise the issue in the proceedings (p. 7 of the Review);
- If, after a judgment has been issued, it turns out that an assignment, legal succession, or another measure was used to circumvent counter-sanctions restrictions, this information may be treated as a newly discovered circumstances (p. 8 of the Review).
3. Other positions of the Supreme Court
1) Clarifications regarding payments to foreign intellectual property right holders (Decree No. 322)
- Counter-sanctions restrictions apply not only to license fees but also to compensation for infringement of exclusive rights, penalties, and other payments related to the use or protection of intellectual property;
- Counter-sanctions restrictions do not apply if the unfriendly right holders have confirmed the proper fulfillment of obligations under contracts with residents and the continuation of its business in Russia;
- Compulsory licensing (art. 1239 and art. 1362 of the Civil Code of Russia) is an exceptional measure. Its application requires evidence that the relevant subject matter is not being fully exploited, the relevant products are in short supply, the applicant is able to manufacture them, and that the right holder has refused to grant a license on acceptable terms.
2) Foreign sanctions as force majeure
According to the Supreme Court, sanctions and restrictive measures imposed by unfriendly foreign states may qualify as force majeure only if the following facts are established (art. 401(3) of the Civil Code of Russia):
- The restrictions objectively prevent performance of the obligation;
- The restrictions could not reasonably have been foreseen or prevented;
- There was no possibility of performing the obligation by another method permitted by law;
- The restrictions arose independently of the will and conduct of the parties.
At the same time, recognizing foreign sanctions and restrictive measures as force majeure indicates only a temporary impossibility of performance. It does not terminate the obligation, but releases the affected party from the obligation to pay damages, penalties, and other sanctions arising from delayed performance until the circumstances preventing performance disappear.
Please note that, in light of the Supreme Court’s new position, companies may face increased attention from regulatory authorities not only in relation to future transactions and payments involving persons from unfriendly states, but also those already completed or made.
In our view, the principal risk areas are:
- splitting payments in order to formally comply with the limits established by decrees of the President of the Russian Federation;
- structuring settlements through assignments of claims, transfers of debt, or other third-party arrangements where the main obligation is subject to counter-sanctions restrictions;
- making payments to foreign creditors or right holders outside the prescribed procedure, including without using special accounts;
- entering into transactions without obtaining the required approvals.
Following the approval of the Review, we recommend that market participants conduct an audit of completed transactions and payments made with foreign persons (including intra-group settlements) for compliance with counter-sanctions restrictions and take the Supreme Court’s positions into account when planning future transactions.
Marillion specialists are ready to assist in assessing the legal risks associated with both completed and planned transactions.
