News

On 23 September 2026, MAGENTA Legal and AWARR.legal held a joint webinar on the latest developments affecting Russian depositary receipts (DRs), conversion procedures, dividend claims and related litigation.

The discussion focused on practical issues currently facing investors: completed and ongoing DR conversion procedures, options following unsuccessful conversions, recovery of unpaid dividends, developing Russian court practice and the practical challenges of realising assets and transferring proceeds outside Russia.

Here are some of the key points discussed during the webinar.

OZON: a completed conversion project

One of the key examples discussed during the webinar was the conversion of OZON depositary receipts.

MAGENTA Legal achieved a 100% success rate across all OZON conversion instructions handled by the firm, with clients from China, Hong Kong, Thailand and Romania.

The procedure followed the standard forced-conversion framework applicable after OZON's redomiciliation, rather than the special procedure for economically significant organisations.

Importantly, the work did not necessarily end with the allocation of shares in Russia. For an international investment group, MAGENTA Legal coordinated a turnkey structure covering the conversion, transfer of the resulting shares to a purchaser and payment of the purchase price to the clients outside Russia.

The OZON experience therefore illustrates that, depending on the circumstances, conversion and subsequent monetisation can be structured as one coordinated project. MAGENTA Legal has also successfully recovered dividends for numerous clients.

What if an OZON conversion was refused?

The webinar also addressed potential litigation following unsuccessful conversion applications.

A key distinction is whether an investor submitted an application and received a formal refusal. In such cases, the refusal and the underlying documents can be reviewed to assess whether there may be grounds for a claim. The prospects will depend on the specific reason for the refusal and the evidence available.

The position is considerably more difficult where an investor did not submit an application during the relevant conversion period. As there was no general statutory requirement to provide individual notice to investors, the absence of a prior procedural attempt can significantly affect the assessment of any subsequent claim.

For investors considering possible litigation, creating a documented record of the conversion attempt can therefore be important.

ETALON: only a short time remains

The ETALON conversion procedure was another key topic, with the 5 November 2026 filing deadline approaching.

Investors seeking forced conversion of Etalon Group PLC GDRs into shares of the redomiciled Russian company need to allow sufficient time for document collection, powers of attorney, certification, international delivery, Russian translations and filing with the registrar.

MAGENTA Legal has established infrastructure for handling these steps remotely and can coordinate the relevant legal and logistical work. The European side of the process can also be coordinated through AWARR.legal.

For larger holdings, the webinar also discussed potential turnkey structures in which conversion and a subsequent sale could be coordinated with a prospective purchaser. The feasibility of such a structure depends, among other things, on the investor's status and any applicable restrictions or Government Commission approval requirements.

EVRAZ and RUSAGRO: similar legal framework, different stages

EVRAZ provided a practical example of a completed procedure under Federal Law No. 470-FZ, applicable to economically significant organisations.

MAGENTA Legal reported a 100% success rate for the EVRAZ instructions handled by the firm, with clients receiving shares in the Russian perimeter and direct ownership of shares in EVRAZ NTMK.

This experience is particularly relevant to the current RUSAGRO procedure, which is also based on Federal Law No. 470-FZ.

RUSAGRO applications are currently accepted until 31 December 2026. The procedure concerns qualifying holders recorded on 5 September 2024, but the statutory framework raises a number of interpretative questions.

The practical structure may also depend on the investor's status. For Russian and "friendly" holders, the current interpretation may allow direct ownership. For foreign holders subject to "unfriendly" status restrictions, additional steps may be required, including potentially transferring the right to receive the shares to a Russian citizen and obtaining Government Commission approval.

MAGENTA Legal is currently handling enquiries and applications under the RUSAGRO procedure, with further practical experience expected as applications are processed.

Unpaid dividends: Rosneft and Sberbank

The webinar also examined potential claims for unpaid dividends involving former holders of Rosneft and Sberbank DRs.

The issue arises in circumstances where investors did not convert their DRs, the relevant J.P. Morgan DR programmes were subsequently terminated, the underlying Russian shares were sold, and earlier dividends were not ultimately paid to the underlying DR holders.

The central question is whether former DR holders can still pursue those unpaid dividends from the Russian issuers.

There is currently no directly applicable precedent known to MAGENTA Legal that definitively resolves this question. Potential claims therefore require an individual review of the custody chain, the relevant distributions, contractual relationships and available evidence. Several investors are currently discussing potential test litigation with MAGENTA Legal.

Litigation beyond dividends

The webinar also covered several developing litigation routes.

For Eurobond holders, recent Russian court practice includes cases in which investors have obtained awards for unpaid principal and coupons. The discussion included the GTLK v. Tarasov case, where the Moscow Commercial Court awarded approximately USD 959,500 in respect of principal, coupons and statutory interest.

At the same time, Russian case law remains developing and outcomes depend heavily on the specific bond, custody structure, contractual relationships and available evidence. For investors subject to "unfriendly" status restrictions, the potential treatment of any proceeds, including restrictions associated with Type-C accounts, also needs to be considered.

Another developing route concerns court-ordered transfers of Russian shares from foreign brokers to Russian brokers. In selected cases, Russian shareholders have obtained such orders following sanctions-related refusals to process transfer instructions. For eligible investors, this may potentially provide a route towards selling Russian shares and, where an available banking route exists, transferring proceeds abroad.

Practical tools for investors

The webinar also introduced two practical tools developed by MAGENTA Legal.

The Dividend Checker provides a preliminary assessment of potential dividend recovery across eight programmes.

The Court Fee Checker helps investors estimate Russian state court fees and certain additional litigation-related costs, with separate calculations for individuals and companies.

Both tools are intended to help investors assess the practical and financial parameters of a potential claim before deciding on the next step.

Watch the webinar and review the presentation

The webinar covered a broad range of issues, from completed OZON and EVRAZ conversion projects to the approaching ETALON deadline, the ongoing RUSAGRO procedure, unpaid dividends and developing litigation strategies.

The webinar recording will be available soon on the MAGENTA Legal YouTube channel.

In the meantime, the webinar presentation is available for review, providing a concise overview of the cases, procedures, deadlines and practical issues discussed during the session.

For operational updates, follow our Telegram Channel dedicated to forced conversions.

If you have individual questions or require legal support, our Telegram Bot is available for direct assistance.

You can also reach our team via the contact form on our Website.