4.10.2023

Commission issues new guidance on enhanced due diligence against sanctions circumvention

A new guidance note by the Commission helps operators in the European Union to identify sanctions circumvention and assess the related risks. The note presents an overview of aspects to consider when carrying out due diligence.

In response to Russia’s war of aggression against Ukraine, the European Union has imposed vast restrictive measures against Russia and Belarus. Given the scale of the sanctions, Russia has tried to circumvent these measures, for example by using complex financial schemes or falsifying the nature of origin of the goods traded. There is therefore an increased risk that EU operators unknowingly facilitate prohibited activities involving Russia which possibly violate EU regulations. EU operators have a duty to comply with sanctions regulations and to carry out due diligence when trading with third countries in order to reduce the risk of sanctions circumvention. It is prohibited to knowingly and intentionally participate in activities which have the effect or object of circumventing prohibitions laid down in Council Regulation (EU) No 833/2014 and Council Regulation (EU) No 269/2014.

Identifying sanctions circumvention

In September, the European Commission published a new guidance note for EU operators to help them identify and assess possible risks of sanctions circumvention. The guidance is intended as a practical guide, not an exhaustive document, and it aims to provide main points of consideration for enhanced due diligence. It currently focuses on export-related sanctions, but the recommended due diligence measures will be updated as new ways of circumventing sanctions emerge. The guidance emphasises that risk assessments should be updated regularly, and personnel should be trained on the issues related to sanctions.

The guidance contains a list of good practices which seek to ensure that business partners are identified and verified, abnormalities in the flows of money and routes of goods are noticed, and attention is paid to the nature of goods. In particular, threats and vulnerabilities arise for EU operators who manufacture or transport, semiconductor devices, for example, or other high-priority battlefield items. The Commission has published lists of sanctioned high-priority battlefield items and economically critical goods to support EU operators in their due diligence and effective compliance with EU sanctions regime.

Good practices and red flags

As for the implementation of enhanced due diligence, the guidance contains some good practices to address the most common typologies of sanctions circumvention. Particular attention should be given to the possibility of diversion to or from Russia via third countries. When exporting goods subject to restrictions, all EU operators should 1) include contractual clauses with their third-country business partners prohibiting re-exports of the items to Russia and Belarus and 2) possibly include ex post verifications. If sanctioned items are exported further due to insufficient due diligence, it may constitute a violation of EU sanctions law. Additional vigilance is also required when transactions rely on correspondent accounts.

The guidance also contains a list of circumvention red flags related to business partners and customers. Possible signs of circumvention are, for example, indirect transactions, new customers in ’circumvention hubs’ and complex corporate structures. If any of the red flags come up in the course of general due diligence, a deeper screening is required.

The guidance can be read in full here.

Latest references

We acted as legal adviser to Banyan Software on its acquisition of Carus Ferry, a Finland-based provider of reservation, check-in and port operations software for ferry and passenger shipping operators. The acquisition further strengthens Banyan Software’s presence in the Nordic region while providing Carus with a long-term partner to support its continued growth and development. Carus was founded in 1998 and is headquartered in Mariehamn on the Åland Islands, Finland. The company develops mission-critical software for ferry, cruise and passenger shipping operators, covering the full passenger journey from booking and ticketing to capacity management, check-in and boarding. Carus also provides port automation, onboard sales systems and business information tools. The company serves approximately 30 operators across four continents and is the largest vendor by customer count in ferry reservation and departure control. Banyan Software is an acquirer and long-term operator of mission-critical software businesses serving specialised industries. Founded in 2016, Banyan follows a buy-and-hold-for-life approach and supports the long-term growth and development of its portfolio companies. Banyan operates more than 130 portfolio companies across North and South America, the United Kingdom, Europe and APAC. Following the acquisition of Carus, Banyan operates three businesses in the Nordic region.
Case published 20.10.2026
We advised Move Energy as an investor in connection with the combination of 3North Partners Plc and Steady Energy Oy and the related private placement and initial public offering of the combined company on Nasdaq First North Growth Market Finland. In connection with the transaction, 3North Partners received approximately EUR 69.8 million in investor commitments from a group of institutional and other investors, including Move Energy, to fund the combined company. Steady Energy is a Finnish nuclear technology company developing a new generation of small modular reactors (SMRs) particularly suited for district heating. Its LDR-50 reactor is designed to provide cities and utilities with a scalable and low-carbon alternative to combustion-based heat production.
Case published 19.10.2026
We advised Efima Oyj on the sale of its AI business to Better Care Technologies Oy. The transaction included Efima’s Moiva AI platform developed for the care sector, the related technology and brand, customer contracts, and the experts working in the business. Efima is a Finnish digital company that supports the sustainable growth of large and mid-sized companies by streamlining their business processes and by creating competitive advantage through the innovative use of artificial intelligence and data. The company has nearly 200 experts based in Helsinki and Tampere. 
Case published 21.9.2026
We advised Neoen Renewables Finland Oy, part of the French Neoen Group, in its sale of a data centre project to a consortium consisting of international data centre developers and operators. This marked Neoen’s first data centre development project in Finland. Founded in 2008, Neoen is one of the world’s leading independent renewable energy producers. The company operates in 15 countries. It develops, finances, builds, owns, and operates solar power plants, wind farms, and battery storage systems. Neoen Group is owned by global alternative asset manager Brookfield Corporation.
Case published 17.9.2026