On 22 January 2026, the Constitutional Court of the Russian Federation has considered in open session the case on the review of the constitutionality of Article 60 (item 2) of the Civil Code of the Russian Federation in conjunction with Article 7 (item 2 of part 1) of the Federal Law “On the Amendment of Certain Legislative Acts of the Russian Federation Declaring paragraph six of part one of Article 7 of the Law of the Russian Federation “On State Secret” as No Longer in Force, Suspending the Effect of Certain Provisions of Legislative Acts of the Russian Federation, and Establishing Features for Regulating Corporate Relations in 2022 and 2023” in connection with the complaints of PAO (PAO is similar to JSC) «Federal Grid Company – Rosseti» and citizen A.V. Ponomarev.
Factual background
In 2018, the Board of Directors of PAO Federal Network Company – Unified Energy System approved an exchange-traded bond program and the terms of its issuance. The bond issuance documentation set the par value at 1,000 rubles per bond, with a coupon rate of 6.75% per annum. The bonds were set to mature on 11 January, 2035.
Alexey Ponomarev, a citizen of Moscow, along with other individuals and legal entities, including investment management companies, purchased these bonds in 2020 and 2021.
In 2022, a debtor (issuer) reorganisation was carried out to consolidate the management of Russia’s energy network. As a result, several business entities—PAO “Rossiyskie Seti”, AO Far Eastern Energy Management Company - ENES, OJSC Tomsk Trunk Networks, and JSC Kuban Trunk Networks—were merged with PAO Federal Network Company – Unified Energy System, leading to the creation of PAO «Federal Grid Company – Rosseti». This reorganization was reported in the “State Registration Journal Vestnik” and on the website of OOO (OOO is similar to LLC) “Interfax-CRKI”. Additionally, an information letter was sent to creditors explaining the procedure for submitting demands for the early redemption of the issuer’s bonds. Pursuant to the relevant provision of the Civil Code of the Russian Federation, the creditors filed court demands for the early fulfillment of the bond redemption obligation due to the debtor's reorganisation.
The Moscow Arbitration Court upheld the claims of the corporate creditors and obligated the debtor to make the payments. PAO “Federal Grid Company – Rosseti” arguments regarding its satisfactory financial position, high credit rating, and availability of funds to repay its obligations within the timeframe specified in the issuance documents were rejected by the court due to the lack of sufficient collateral, such as a bank guarantee. Subsequent appeals by PAO “Federal Grid Company – Rosseti” to higher courts did not result in a review of these decisions.
Meanwhile, the appellate court of general jurisdiction, when considering A. Ponomarev’s lawsuit against PAO «Federal Grid Company – Rosseti», dismissed his claims. The court stated that the debtor’s reorganization did not result in a violation of his credit interests. The courts concluded that the creditor does not have the right to demand early repayment of the bonds under Article of the Civil Code, due to the moratorium introduced by Article 7 of Federal Law No. 292-FZ. This moratorium restricts the filing of a demand for early fulfillment of a loan obligation arising from an agreement – including those concluded through bond placement – unless the right is related to the onset of the obligation's fulfillment deadline.
Position of the applicant
According to the applicants, the contested provisions contradict the Articles 8 (part 1), 17 (part 3), 19 (part 1), 34 (part 1), 35 (parts 1–3), and 46 (part 1) of the Constitution of the Russian Federation. The contested provisions, as understood by the law enforcement practice, create uncertainty regarding the consideration of the nature and terms of a reorganisation from the perspective of the risks of non-performance of obligations when deciding on the satisfaction of creditors’ claims for early performance of obligations based on the fact of a legal entity’s reorganization. This leads to contradictory judicial practice: while creditors’ claims are upheld in arbitration courts, decisions to dismiss such claims are typically rendered in courts of general jurisdiction. Consequently, an individual creditor is deprived of the right to demand early performance of an obligation due to the debtor's reorganization.
Presiding Judge Valery Dmitrievich ZORKIN
Judge Rapporteur Luydmila Mikhailovna ZHARKOVA