Operating risk
Sanctions & export controls
A payment your contract requires becomes a criminal offence overnight; a counterparty you onboarded last year is acquired by a sanctioned person; a software licence to an overseas engineer turns out to need an export licence. Sanctions and export controls have moved from a niche concern to a board-level commercial risk - they change fast, they reach across borders, and they can override the contract you signed. This guide explains how they bear on commercial contracts under English law and how to allocate the risk in the drafting.
Pillar guide
Sanctions and export controls: when the law overrides the contract.
A payment your contract requires becomes a criminal offence overnight; a counterparty you onboarded last year is acquired by a sanctioned person; a software licence to an overseas engineer turns out to need an export licence. Sanctions and export controls have moved from a niche concern to a board-level commercial risk - they change fast, they reach across borders, and they can override the contract you signed. This guide explains how they bear on commercial contracts under English law and how to allocate the risk in the drafting.
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All sanctions & export controls guides.
Start with the main guide or open the specific clause question you need.
How sanctions and export controls bear on commercial contracts under English law - the UK, US and EU regimes, the effect on performance, due diligence, drafting, and enforcement.
UK, US and EU regimesHow the UK, US and EU sanctions regimes work, their extraterritorial reach, and why one contract can be caught by all three.
Sanctions and performanceHow sanctions affect performance - suspension versus discharge, frustration, the dollar trap, and the leading English cases.
Export controls and dual-useHow export controls work alongside sanctions - dual-use items, deemed exports, the US EAR, EU Regulation 2021/821, and the no-re-export clause.
Counterparty due diligenceHow to run sanctions due diligence - screening, the OFAC 50% rule, tracing ownership and control, high-risk jurisdictions, and re-screening.
Drafting sanctions clausesHow to draft a sanctions clause - representations, suspension and termination, the force majeure interaction, export-control obligations, and the Blocking Statute tension.
Enforcement and penaltiesHow sanctions are enforced - UK strict-liability penalties, the EU criminal Directive, large US settlements, and the Blocking Statute.
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