On October 23, 2023, the European Commission (the “Commission”) updated its non-binding Frequently-Asked-Questions guidance relating to the EU’s Russia-related sanctions regime (the “FAQs”).[1] Specifically, the Commission provided guidance on the meaning of ‘acting on behalf or at the direction of’ an entity in the context of sanctions targeting state-owned enterprises.

Continue Reading European Commission Publishes New Guidance on Scope of Sanctions Prohibitions

In June 2019, PJSC National Bank Trust (the “First Claimant”) and PJSC Bank Otkritie Financial Corporation (the “Second Claimant”) commenced litigation in the English High Court, claiming substantial damages on basis of alleged conspiracies resulting in uncommercial transactions whereby loans were replaced with worthless or near worthless bonds.

Following the designation of the Second Claimant for purposes of the UK’s Russia-related sanctions regime, the Defendants applied to the court for a stay of proceedings. On 27 January 2023, that application was dismissed in the High Court.

The First to Fourth Defendants brought an appeal against the High Court’s decision which, on October 6, 2023, the Court of Appeal (the “Court”) dismissed.

This memorandum explores the reasoning of the Court’s judgment and its wider implications.

On October 18, 2023, the U.S. Department of the Treasury, Office of Foreign Assets Control (“OFAC”) issued a number of general licenses easing sanctions targeting Venezuela.  The general licenses authorize: (i) U.S. persons to purchase bonds issued by certain Venezuelan government entities prior to August 25, 2017 on the secondary market, (ii) transactions related to oil and gas sector operations in Venezuela for a six-month period, and (iii) transactions with the Venezuelan state-owned gold mining company.[1]  OFAC also issued additional guidance, including Frequently Asked Questions (“FAQs”) relating to these general licenses. 

Continue Reading OFAC Eases Venezuela Sanctions; Lifts Secondary Market Trading Ban on U.S. Persons

In recent months, U.S. Department of Justice (“DOJ”) leadership reiterated their intention to continue focusing on prosecuting crime by companies and responsible individuals, in particular in areas relating to national security.  To this end, DOJ recently has amended or formalized policies intended to incentivize companies to report criminal misconduct, cooperate in DOJ’s criminal investigations and remediate.[1]  In line with that trend and as previewed last month by the Principal Associate Deputy Attorney General,[2] the DOJ officially announced its New Safe Harbor Policy for Voluntary Self-Disclosures Made in Connection with Mergers and Acquisitions (“M&A Safe Harbor”).[3]

Continue Reading DOJ New Safe Harbor Policy for Voluntary Self-Disclosures in M&A

On October 12, 2023, the notification obligations under the EU Foreign Subsidies Regulation (FSR) took effect.  Businesses must notify all M&A deals (if signed on or after July 12 and not yet implemented by October 12) and public procurement tenders (for offers submitted on or after October 12) meeting the relevant thresholds. 

Continue Reading Notification Obligations under the EU Foreign Subsidies Regulation Take Effect

Foreign direct investment policies around the globe continue to adjust to the changing geo-political environment. In particular, the US and the European Union as well as certain Member States are in the process of revising their investment screening regimes, including the introduction of new tools such as outbound investment screening and the European Foreign Subsidies Regulation. Generally, the focus of these policy adjustments is on Chinese investments.

Continue Reading The evaluation of the German FDI Regime – Cornerstones of potential revisions revealed

Investments in Luxembourg entities closed after September 1, 2023—including those signed beforehand—will need to factor in potential FDI filings in the Grand Duchy.  The Luxembourg FDI law establishes a mandatory screening system for non-EEA investments made on a lasting basis in legal entities incorporated in Luxembourg and carrying out critical activities.  Luxembourg follows in the footsteps of its Benelux counterparts that introduced new FDI regimes in the past two months.[1]

Continue Reading Benelux FDI: Luxembourg FDI Screening Regime Enters Into Force

On August 9, 2023, the Biden Administration issued the long-awaited Executive Order on Addressing United States Investments in Certain National Security Technologies and Products in Countries of Concern (the “EO”) and accompanying Advance Notice of Proposed Rulemaking (the “ANPRM”) setting forth the proposed contours of an outbound investment regime targeting China.[1]  Under the proposed regime, U.S. persons would be prohibited from making, or required to notify the U.S. government regarding, certain investments in entities engaged in certain activities relating to semiconductors and microelectronics, quantum information technologies, and artificial intelligence (“AI”) in “countries of concern” (presently limited to China, Hong Kong, and Macau).  The United States currently has the authority to review inbound foreign investment through the Committee on Foreign Investment in the United States (“CFIUS”).

Continue Reading U.S. Government Unveils Proposal for Outbound Investment Regime Targeting China

Russian legislative and executive branches have passed new acts further restricting the rights of foreign shareholders of Russian businesses.

First, on July 24, 2023 it was announced that President Putin continued to work on the draft of the Decree that would provide the state with the preemptive right to acquire Russian assets of foreign companies exiting Russia.  The draft Decree has not been published yet, but it is understood that the preemptive rights will apply only to (i) the strategic companies specifically listed by the Russian Government, and (ii) the joint stock companies in which the state is also a shareholder.  This would be the next step that allows for the nationalization of the businesses of exiting foreign investors.

Continue Reading Suspension of Rights of Foreign Shareholders and Grant of Pre-emptive Rights to the State to Acquire Russian Assets of Foreign Companies Exiting Russia

The Committee on Foreign Investment in the United States (CFIUS) recently published its 2022 Annual Report, which provides information regarding transactions reviewed by CFIUS in 2022.[1]  Key takeaways from the 2022 Annual Report are below.

Continue Reading CFIUS Releases 2022 Annual Report – Key Takeaways