rejection, but rather put the deal on hold and require the parties to modify their terms. The modifications required by the government may extend to the value of the deal, certain covenants required to be undertaken by the parties (mostly the buyer), or even the identity of the buyer (for example, in the case of a tender process). Recent Enforcement Trends The practice of forced equity transfers and asset seizures to Russian-controlled entities has continued over the past year. For example, foreign companies saw their assets and operations seized, transferred, and restructured under decisions adopted by Russian authorities, effectively formalizing loss of control by foreign owners (notable examples include Rockwool, CanPack and Baring Vostok Capital Partners). Russian subsidiaries of foreign businesses have continued the final stages of their exits from the Russian market, including the Russian subsidiary of Citigroup, writing off outstanding loans and is expected to sell the subsidiary to another investment bank. Companies have also been nationalized through court proceedings. In June 2025, a Moscow court ordered the nationalization of DME Holding, the parent conglomerate of Domodedovo International Airport with a combined value of over RUB 1 trillion (~US$12.3 billion), finding that the Russian-born owners’ dual citizenship constituted foreign involvement in a “strategic” industry without prior government approval, and ruling that the holding should be nationalized as it is a strategic asset. Typically, such cases are initiated by the Russian Prosecutor-General’s office based on violations of privatization procedures dating back to the 1990s. However, authorities may also informally request companies sell their Russian business (this happened primarily to grain traders in the past years).Western companies affected by a forced equity transfer must either seek to settle with the Russian state or pursue court or arbitration proceedings.
Under the SSL, the Commission is supposed to issue its decision within a maximum review period of six months. Nevertheless, the statutory deadline is not always respected. Although decisions may be issued within the initial review period of three months, the timing is uncertain since (i) the Commission is an ad hoc body that does not hold regular meetings, and (ii) the review process requires the input of multiple government departments (e.g., the Ministry of Defense, the Federal Security Service), which is often delayed. The SSL contains a simplified clearance procedure, but only certain transactions may benefit from it; for example, if a company generally operates in non-strategic areas, but has certain listed strategic assets. If a transaction falls under the Decrees regime and either FiL or SSL, the Commission tends to issue approvals under FiL or SSL faster, e.g., within two to three months. Non-Russian investors should also reserve at least one additional month to prepare the filing under any of the mechanisms given the need to obtain notarized and apostilled documents, prepare Russian translations, and, in certain cases, disclose ultimate beneficial owners in advance. The key takeaway is that the approval process, as amended in recent years, allows a lot of discretion for authorities, which leads to unpredictable timing and procedure. Recent Filing Data Russian authorities disclose statistics on filings under the FiL and SSL sporadically and do not disclose statistics on the Decrees regime. In terms of the Decrees regime, unofficial statistics from 2024 and 2025 indicate a significant decline in the number of applications reviewed by the President and/or the Sub- Commission, largely due to the exit of many foreign investors from Russia. The majority of remaining applications pertain to restructurings. Normally, the Sub-Commission and/or the Office of the President do not issue an outright
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FDI and National Security Review
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