Sanctions

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The following is part of our annual publication Selected Issues for Boards of Directors in 2026. Explore all topics or download the PDF.

In 2026, boards of directors will continue to navigate a shifting U.S. regulatory environment shaped by an assertive and transactional approach to trade and national security. Uncertainty surrounding the most significant U.S. trade development in decades continues into the new year as the U.S. Supreme Court is expected to rule in the coming weeks on the validity of the “reciprocal tariffs” imposed by the second Trump administration against most U.S. trading partners.Continue Reading Trade Controls, Foreign Investment and National Security: New Regimes and Continuing Changes for 2026

Legislative Decree No. 211/2025 (the “Sanctions Decree”), effective as of January 24, implements EU Directive 2024/1226 (the “Directive”) on violations of EU restrictive measures (the “EU Sanctions”) and introduces new criminal offenses, thereby significantly reshaping the applicable sanctions framework. Importantly, these offenses are now included among those triggering corporate liability under Legislative Decree No. 231/2001 (the “Decree 231”).Continue Reading Italy Introduces New Criminal Offenses and Corporate Liability for Breaches of EU Sanctions

On December 18, 2025, President Trump signed the 2026 National Defense Authorization Act (“NDAA”), a sweeping defense spending bill that brings a number of changes to the U.S. outbound investment security program, U.S. economic sanctions, and biotechnology restrictions relating to federal procurement. First, the NDAA includes the Comprehensive Outbound Investment National Security (“COINS”) Act, which provides a statutory basis for the U.S. Outbound Investment Security Program (“OISP”) and directs the U.S. Department of the Treasury (“Treasury”) to issue new regulations that expand the relevant “countries of concern” and covered sectors, as well as certain exceptions. On December 23, 2025, Treasury also issued new FAQs clarifying the scope of the publicly traded securities exception and confirming that the current OISP rules will remain in effect until Treasury issues regulations to implement the COINS Act.Continue Reading New Guidance Issued and Changes Underway for U.S. Outbound Investment Regime as 2026 NDAA Defense Bill Introduces Outbound Investment, Sanctions, and Biotech Updates

After the apprehension of Nicolás Maduro on January 3, 2026, the White House has actively advocated for Venezuelan market access for U.S. oil companies. Although a regulatory framework under which such investment can occur remains uncertain, any such arrangement will need to account for the sweeping U.S. sanctions that have been imposed against Venezuela over the past decade in response to alleged human rights abuses, corruption, and the erosion of democratic institutions under the Maduro regime. As of writing, these sanctions remain in full-effect, generally blocking the property of the Government of Venezuela (“GoV”) and restricting U.S. persons (and non-U.S. persons to the extent they are engaging in dealings within U.S. jurisdiction) from engaging in transactions or other dealings with the GoV, entities owned or controlled by, or acting on behalf of, the GoV, including the state-owned oil company Petroleos de Venezuela, S.A. (“PdVSA”), and certain individuals in leadership of the GoV. Moreover, the U.S. government maintains discretion to impose blocking sanctions against parties determined to engage in certain activities, including operating in the defense and security, financial, oil, and gold sectors of Venezuela, as well as any other sectors as determined by the U.S. government in the future.  This note provides an overview of key Executive Orders (“E.O.”) constituting the Venezuela sanctions framework, including a description of the status of relevant General Licenses (“GL”), and considerations for the future as the White House explores potential arrangements with Venezuela for U.S. oil company market entry.Continue Reading Navigating Venezuela Sanctions: Legal Considerations and Anticipated Developments

For more insights and analysis from Cleary lawyers on policy and regulatory developments from a legal perspective, visit What to Expect From a Second Trump Administration.

On October 22, 2025, the U.S. Department of the Treasury, Office of Foreign Assets Control (“OFAC”) imposed blocking sanctions on Russia’s two largest oil producers, Open Joint Stock Company Rosneft Oil Company (“Rosneft”) and Public Joint-Stock Company Oil Company Lukoil (“Lukoil”), pursuant to Executive Order 14024 (“E.O. 14024”). Concurrently, and in the subsequent weeks, OFAC also issued several general licenses authorizing certain transactions with Rosneft, Lukoil, and certain subsidiaries, including negotiations and entry into an agreement for the divestment of certain Lukoil international assets, contingent on OFAC approval.Continue Reading OFAC General Licenses Open Door for Lukoil Divestment and Other Limited Activities Following Rosneft and Lukoil Sanctions

For more insights and analysis from Cleary lawyers on policy and regulatory developments from a legal perspective, visit What to Expect From a Second Trump Administration.

On June 30, 2025, President Trump issued Executive Order 14312 (the “Executive Order”) terminating several national emergencies related to Syria, revoking executive orders that imposed sanctions and export restrictions on Syria, and directing the U.S. Department of the Treasury, Office of Foreign Assets Control (“OFAC”), U.S. Department of State, and U.S. Department of Commerce to ease trade and finance restrictions on Syria and its new government, led by President Ahmed al-Sharaa. The Executive Order also expands an earlier executive order of October 2019, E.O. 13894, to impose additional sanctions on individuals and entities associated with the regime of former Syrian President Bashar al-Assad.Continue Reading U.S. Government Formally Terminates Economic Sanctions on Syria

On June 16, 2025, the Department of Justice’s National Security Division (“NSD”) and the U.S. Attorney’s Office for the Southern District of Texas announced a landmark declination to prosecute private equity firm White Deer Management LLC following its voluntary self-disclosure of sanctions violations committed by an acquired company.[1]  This marks the first application of the safe harbor provisions for voluntary self-disclosure in connection with mergers and acquisitions—a policy put in place during the previous administration—and demonstrates the benefits of NSD’s enforcement policies while highlighting continued enforcement priorities across administrations.Continue Reading DOJ National Security Division Issues First Declination Under Merger-Related Safe Harbor Provisions

For more insights and analysis from Cleary lawyers on policy and regulatory developments from a legal perspective, visit What to Expect From a Second Trump Administration.

On May 23, 2025, the U.S. Department of the Treasury, Office of Foreign Assets Control (“OFAC”) issued General License 25 (“GL 25”), titled “Authorizing Transactions Prohibited by the Syrian Sanctions Regulations or Involving Certain Blocked Persons.”  Effective immediately, GL 25 suspends nearly all OFAC sanctions on Syria, in line with President Trump’s prior announcement that he intended to lift sanctions on Syria following the ouster of former Syrian President Bashar al-Assad and the establishment of a new government under Syrian President Ahmed al-Sharaa.Continue Reading U.S. Government Suspends Economic Sanctions on Syria; EU and UK Take Similar Actions

On April 30, 2025, the Department of Justice’s (“DOJ”) National Security Division (“NSD”), alongside the U.S. Attorney’s Office for the Northern District of California, announced a declination to prosecute Universities Space Research Association (“USRA”) for criminal export control violations committed by a former employee.[1]  This marks only the second declination issued by NSD under its Enforcement Policy for Business Organizations (the “Policy”), following voluntary self-disclosure.Continue Reading DOJ National Security Division Issues Second Declination Under Corporate Enforcement Policy

The following is part of our annual publication Selected Issues for Boards of Directors in 2025. Explore all topics or download the PDF.

The second Trump Administration is expected to mark the return of a more transactional foreign policy approach, with an openness to dealmaking supported by the aggressive use (or threat) of trade controls. Boards should, therefore, expect the U.S. government to continue to rely on trade controls as a key foreign policy tool. Although specific actions remain uncertain, significant change is possible on a number of fronts, including sanctions relating to China, Russia, Iran, Syria and Venezuela.  Continue Reading Trade Controls: Recent Developments and Changes on the Horizon for 2025