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The State Duma is considering a bill that makes it possible to block foreign investors who left Russia after the military operation began in February 2022 from buying back their Russian assets under existing options. Potential modifications have been prepared in the form of amendments for the second reading of a 2020 bill that was passed on its first reading in May 2022 but has since lain idle.

The second reading had been planned for 28 May, but was postponed to June. According to an Izvestiya news article, the amendments have been signed off by the Finance Ministry, and lawmakers could pass them in June on the second and third readings.

Under the amendments, Russian business owners will gain the right to unilaterally deny foreign investors the ability to exercise a buyback option. This will be possible if all five of the following conditions simultaneously apply:

• The investor is linked to an "unfriendly" country;
• The investor sold the business some time between 24 February 2022 and 1 March 2025;
• The 3-year or longer buyback option provides for a "substantially" lower price than the market value;
• Two years or more have elapsed since the asset was sold by the foreign investor;
• The Russian company is properly discharging its obligations to its employees (including former employees) and creditors.

An industry-specific government agency will also be able to deny foreign companies the right to exercise a buyback option if it considers their return to Russia could negatively affect socioeconomic stability (and if the above five conditions simultaneously apply).

As reported by Izvestiya, the Association of Lawyers estimates that at least 18 foreign corporations will face the risk of being unable to exercise their options.

According to Sergey Gavrilov, chairman of the Duma committee on property, which is responsible for the bill, a foreign investor denied the right to exercise its option can request compensation within a one-year period (although the bill does not specify how the amount could be determined). However, "if the investor is proved to have acted in bad faith, the compensation may be reduced or totally denied."

Should Russian business owners unilaterally refuse to discharge their obligations under the options of the foreign companies, the latter may follow up with arbitration claims whose parameters will depend on the arbitration clause, lawyers polled by RosBusinessConsulting believe.

In March, President Vladimir Putin ordered rules to be produced for the return of Western companies to Russia. He has underlined several times that the return process should be as transparent as possible, and that Russian producers must be given preference.