Russian Supreme Court Review dated June 17, 2026 on the Application of Legislation on Special Economic Measures
On June 17, 2026, Thematic Review No. 8/2026 of the Supreme Court of the Russian Federation was published.
This Review is dedicated to cases involving the application of legislation on special economic measures and sanctions restrictions. For participants in foreign trade, this document is highly important, as it summarizes court practice on identifying actions aimed at circumventing special economic measures and on the application of anti-sanctions regulation by courts.
On the nullity of transactions concluded without the consent of the Government Commission in circumvention of the special procedure
Clause 1 of the Review: real estate transactions
A transaction involving real estate located in Russia may be declared null and void if it is concluded by a Russian person controlled by a foreign person from an unfriendly jurisdiction without the permission of the Government Commission.
At the same time, it does not matter whether the payment under the transaction was subsequently transferred to the foreign account of the controlling person.
It is presumed that entering into a transaction without the permission of the Government Commission contradicts the objectives of ensuring the financial stability of the Russian Federation. Accordingly, there are grounds for applying Clause 2 of Article 168 of the Civil Code of the Russian Federation on the invalidity of transactions that violate the requirements of laws and legal acts in force at the time of their conclusion and at the same time infringe public interests.
Clause 2 of the Review: transactions establishing foreign control over a strategic enterprise
A transaction involving the disposal of a controlling block of shares or participatory interests in a strategic enterprise may be declared null and void if it is concluded with the participation of foreign investors without the permission of the Government Commission.
A group of persons under foreign control acquired 46.5% of shares in a Russian port through a successive chain of transactions. Ports are classified as strategic enterprises. In breach of the requirements of the Foreign Investments Law, the company did not apply to the Government Commission for consent to the transaction.
The court held that, when declaring the transaction null and void, the decisive factor was the establishment of foreign control over a strategic enterprise, even though the transactions had been split among several persons. As a result, the disputed shares were transferred to the income of the Russian Federation.
On the nullity of payments and transactions made in circumvention of the special procedure
Clauses 3–10 of the Review
The Supreme Court confirmed that payments under obligations owed to foreign creditors from unfriendly jurisdictions must be made in accordance with the special procedure if the obligation falls within the requirements of Decree of the President of the Russian Federation No. 95.
A payment made in circumvention of the established procedure may be declared null and void. This applies, in particular, where payments are artificially split into amounts of up to RUB 10 million. Courts assess not only the amount of an individual payment, but also the economic substance of the entire chain of transactions.
A similar approach applies to assignments aimed at circumventing special economic measures.
If a foreign creditor assigns a claim to a Russian person solely in order to receive performance without using a special account, such assignment may be declared null and void. This applies both to obligations under loans and credit facilities and to claims of foreign right holders where settlements must be made through special type “O” and type “C” accounts.
In addition, the court may assess the validity of an assignment agreement on its own initiative, regardless of the parties’ arguments.
On the protection of exclusive rights of foreign right holders
Clause 11 of the Review
The registration of a right holder in an unfriendly jurisdiction does not in itself deprive that right holder of judicial protection in Russia and does not amount to an abuse of rights.
The special procedure for performing obligations owed to a foreign right holder does not apply if the right holder confirms that it continues to operate in Russia and properly performs contracts with Russian counterparties. This may be evidenced by the establishment of a Russian company to which the necessary intellectual and production assets have been transferred, by the sale of goods on Russian marketplaces, in retail and wholesale stores by a Russian legal entity controlled by the right holder, and by licensees.
On compulsory licensing
Clause 12 of the Review
The Supreme Court confirmed that compulsory licensing is not an ordinary mechanism for redistributing rights to a patented object. It is an exceptional measure that may be applied only where insufficient use of an invention, utility model or industrial design has been proven.
For the granting of a compulsory licence, what matters is not the mere fact that the patent belongs to a foreign right holder, but the consequences of that right holder’s conduct for the Russian market. The court must establish whether the non-use or insufficient use of the patent leads to a shortage of the relevant products, whether the applicant is genuinely ready and able to use the patented object, and whether the patent holder refused to enter into a licence agreement on terms consistent with established practice.
The Supreme Court separately noted that insufficient use of a patent may be evidenced by the patent holder’s avoidance of participation in procurement procedures, the absence of available production capacity to meet the needs of the Russian market, and the offer of products at a price substantially exceeding the price of comparable goods.
On sanctions restrictions as force majeure
Clauses 13–14 of the Review
The Supreme Court stated that a bank or broker may be released from liability if the failure to execute a client’s instruction was caused by foreign restrictive measures that objectively made performance impossible.
At the same time, the mere fact that sanctions were introduced does not release a professional market participant from liability. A bank or broker must prove that it acted with the required degree of care and diligence, did not know and should not have known of the blocking risk as of the date of the transaction, and had no lawful and practically available possibility to execute the instruction by other means.
In the dispute involving a broker, the Supreme Court considered it material that, after sanctions were introduced against the Russian exchange, foreign counterparties ceased cooperation with it, trading in foreign securities was suspended, and settlements became impossible. In such circumstances, the failure to execute client instructions was caused not by the broker’s actions, but by external restrictions that the broker could not prevent.
In the dispute involving a bank, the courts proceeded from the position that the payer’s bank is entitled to use an intermediary bank to execute a payment order. If, as of the date of the transfer, there were no restrictions that could have caused the payment to be blocked, and the bank had no information about the risk of the funds being frozen, the subsequent blocking of funds by a foreign intermediary bank does not constitute grounds for recovering losses from the Russian bank.
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