Despite ongoing geopolitical tensions and a lack of consensus between the government and the business community, the question of how to reintegrate foreign investors remains high on Russia’s policy agenda. President Vladimir Putin has tasked the Government with defining criteria for the return of so-called “unfriendly” investors and for allowing Russian buyers to abandon asset buyback obligations. In parallel, the Center for Strategic Research (CSR), a government-affiliated think tank, has compiled a reputational ranking of foreign firms that exited Russia, based on their behavior at the time of departure.
Presidential Orders: Laying the Groundwork for Return
On April 18, 2025, President Putin instructed the Government to draft legislative amendments regulating:
- the return of “unfriendly” foreign investors to the Russian market; and
- the right of Russian asset holders to refuse to exercise buyback options.
The proposed framework should consider several factors, including:
- the timing and circumstances of the investor’s exit and the terms of asset disposal;
- fulfillment of obligations to Russian employees, contractors, and state authorities;
- continued business activity and the impact on the Russian economy;
- the presence of corporate disputes with Russian partners;
- links to jurisdictions deemed “unfriendly.”
In the following months, the return of foreign investors became a topic of public and private discussion. On 24 June 2025, the President reiterated his directive, instructing the Government to review business community proposals and continue developing the relevant regulatory framework.
Legislative Proposals: Terminating Buyback Options
In May 2025, the State Duma’s relevant committee recommended the adoption of long-pending draft legislation (initially submitted in 2020) that would enable Russian parties to seek judicial termination of buyback options subject to several conditions:
- the foreign investor is linked to an “unfriendly” jurisdiction;
- the asset was sold between 24 February 2022 and 1 March 2025;
- the buyback price was non-market and the option term was at least three years;
- a minimum of two years has passed since the option agreement was signed;
- the target company honored its obligations to staff and creditors.
In July 2025, the Ministry of Economic Development proposed a narrower version of these conditions, significantly limiting the scope for terminating options. In particular:
- the permitted sale period would be shortened to 22 February through 31 December 2022, and only apply to deals that did not require clearance from the Government Commission on Monitoring Foreign Investment (“Commission”);
- the option term would need to exceed 10 years;
- the required waiting period from the signing of the option would increase to three years;
- two additional conditions would be introduced:
- public political statements by the foreign investor about its exit, and
- the target company operates in a sector subject to sanitary or epidemiological oversight (e.g. food, healthcare, education, transport, utilities, children’s products, hospitality, etc.).
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Jurisdiction over such disputes would lie with the Moscow Region Commercial Court, and in cases involving sanctions, forum selection clauses favoring foreign courts could be disregarded. Both asset holders and relevant regulatory authorities would be eligible to initiate proceedings.
However, prior to the bill’s second reading, all provisions related to buyback options were removed. The bill was passed by the State Duma and approved by the Federation Council without those provisions.
CSR Reputational List: Exit Behavior Under Scrutiny
In the same 18 April directive, the President also called for the creation of a list of foreign companies that exited the Russian market, assessed based on their conduct. The Center for Strategic Research (CSR) subsequently released a three-tier reputational classification of over 1,600 such companies, ranking them by their level of “hostility”:
- Red List (21%): companies deemed to have exited in a “hostile” manner, e.g. anti-Russian rhetoric, references to corporate values, or donations to Ukraine’s government or military. These include Amazon, the BBC, and PayPal. Sub-categories include:
- Burgundy sublist (4.3%) companies with severely damaged reputations (Cisco, Pfizer, Grammarly).
- Black sublist highlights Canva with potential restrictions on its software in Russia due to total service bans and aggressive messaging.
- Yellow List (36%): companies that exited voluntarily without external sanctions and failed to take responsible steps, such as employee support or proper asset transfer (H&M, Dell, Ubisoft, IKEA). Includes mixed cases where hostile actions were tempered by mitigating factors (Microsoft, Intel).
- Green List (34%): companies that exited responsibly, often under sanction pressure, and took mitigating steps, such as phased withdrawals or employee support. Sub-divided into:
- Gray sublist (11.7%): voluntary exits without support (McDonald’s, Michelin, Apple);
- Blue sublist (20.5%): sanctions-driven or voluntary exits with support for employees (Adidas, Airbnb, Nestlé);
- White sublist (2%): the most responsible exits (Ericsson, JDE Peet’s, Decathlon, Marriott).
CSR emphasized that the list is dynamic and subject to updates. Foreign investors may challenge their classification by submitting supporting documentation. While the list has no formal legal status and has not been published officially, it is expected to influence the Commission’s decision-making in approving transactions and could factor into the eventual legal framework for investor return and option termination.
Implications for Foreign Investors
The legal mechanism for returning foreign investors and terminating buyback options is still under development. In the meantime, such transactions, including the exercise of buyback options, remain subject to prior approval by the Commission, as required under current Presidential Decrees.
Our team continues to monitor regulatory developments and is available to support clients with transaction structuring, market re-entry strategies, and regulatory engagement.