News

For holders of Gazprom and Sberbank American/Global Depositary Receipts still sitting with foreign brokers and custodians, one question keeps coming up: is there still a way to recover value from these positions – either by converting the receipts into underlying shares, or through the courts? Below is an honest, practical overview of where things currently stand (as of July 2026)

Conversion of ADRs into shares – the general framework

As a starting point, recovering value from ADRs generally requires converting them into the underlying shares. Historically, two main routes existed for doing this.

Voluntary (standard) conversion

This is the classical, contractual mechanism involving foreign depositaries and custodians. In practice, since 2022 this route has become largely unavailable due to sanctions and infrastructure restrictions.

Additional conversion “windows” were opened on a case-by-case basis during 2023–2024 for certain issuers. As of today, we are not aware of any active or upcoming voluntary conversion windows for Gazprom (and Sberbank ADRs specifically have been terminated by JPMorgan who is making payments to the holders right now, ask us on this if you are interested).

That said, we recommend continuing to monitor this area. The regulatory environment remains dynamic, and although unlikely, new opportunities cannot be fully excluded. We continue to track general market developments, but please note that responsibility for monitoring your own specific position remains with you as the investor – we do not undertake to track or notify holders of developments on an ongoing basis absent a separate engagement.

Mandatory (forced) conversion – the 2022 mechanism

In response to the breakdown of international settlement infrastructure in 2022, Russian legislation introduced a special mechanism allowing investors to convert ADRs into shares without involving foreign custodians.

This procedure required submitting a document package to Russian depositories, but it was strictly time-limited, and the relevant deadlines expired in 2022. Despite ongoing discussions in the market, this mechanism has not been extended or reinstated for Gazprom or Sberbank.

Note that current forced-conversion procedures relating to certain redomiciled issuers (such as VK, TCS, CIAN, and others) operate under a different legal basis and do not apply to Gazprom or Sberbank.

Transfer of shares (as opposed to ADRs)

A separate mechanism previously existed for transferring already-converted shares (not ADRs) from foreign custody into the Russian system. This route was also time-limited and is no longer available in practice. It is relevant only for investors who hold underlying shares directly – not for those still holding depositary receipts.

Litigation prospects

Given the above, court-based recovery strategies face very significant legal uncertainty.

Existing Russian court practice in this area primarily concerns disputes within the 2022 mandatory conversion framework – typically cases where investors acted within the prescribed deadlines and later challenged a refusal or a procedural issue. To the best of our knowledge, there is no established court practice where a claimant has successfully obtained either (i) conversion of ADRs still held abroad, or (ii) direct crediting of underlying shares through litigation, outside of that original statutory framework.

Investors considering litigation at this stage should also bear in mind the general three-year statute of limitations under Russian law, which may present an additional obstacle depending on the specific facts — this requires individual legal analysis in each case.

On balance, we would characterize the chances of success in litigation seeking conversion of long-unconverted ADRs as extremely low, and any such case would likely be a first-of-its-kind, precedent-setting matter.

There were discussions in the internet on bringing a claim against Russian market participants seeking a court order to credit shares corresponding to an underlying ADR position, bypassing the original depositary chain.

We are not aware of any successful cases of this kind, and the legal basis for such a claim remains uncertain. This should be viewed as a highly speculative, risk-intensive approach rather than a reliable recovery strategy.

Where we can help

We have experience successfully completing DR conversions with a range of foreign custodians, where those conversions were completed within an official conversion window and under the regulatory procedures in force at the time.

For long-unconverted Gazprom ADRs, specifically ISIN US3682872078, US3682871088 (GDR), US36829G1076 (Gazprom Neft) no such window or any opportunity currently exists, and – as outlined above – litigation is a high-risk, low-probability path rather than a straightforward recovery route. It may be a hope that in the future BNYM, the depository of the program, would be able to obtain regulatory permits and sell the underlying shares, in which case there is a hope that holders will receive some payment. But as of today, BNYM did not sell any of its Russian programs, in contrast to JPM.

For Sberbank ADRs, specifically ISIN US80585Y3080, US80585Y4070 (GDR), for those remaining holders within foreign infrastructure the option of receiving funds is currently available, which is good news. Find more information our analysis: https://magenta.legal/en/news/JP-Morgan-sold-sanctioned-securities-of-Russian-issuers-Sberbank-MTS-NMTP-and-will-make-payments-to-holders. JPM have already sold 3 Russian programs (the discussed Sberbank, also NCSP ISIN US67011U2087, US67011U1097 and MTS ISIN US6074091090).

If you hold Gazprom, Sberbank, or other Russian ADRs/GDRs and would like an assessment of your specific position, please get in touch for an individual consultation info@magenta.legal .