Sanctions Risk Beyond the Screening List: What Ownership Chains Hide From a List Match

TL;DR: OFAC's 50 percent rule blocks any entity owned 50 percent or more in the aggregate by one or more blocked persons, but three 2025 enforcement actions totaling more than $228 million show the agency reaching well below that threshold when it finds concealed control, and March 2026 guidance confirms the rule supplements, rather than caps, what counts as sanctions exposure.

Key takeaways:

• OFAC's 50 percent rule aggregates ownership held by "one or more" blocked persons, so no single blocked owner needs a majority stake for the rule to trigger.
• On March 31, 2026, OFAC issued guidance on sham transactions stating the 50 percent rule is supplemented, not replaced, by a review of whether a purported divestment actually occurred.
• GVA Capital paid $215,988,868, the statutory maximum penalty, on June 12, 2025, over a fund connected to a sanctioned individual through a trust structure that never crossed the formal 50 percent line.
• Two more 2025 settlements, against a private equity firm and a former outside counsel, involved the same network and the same sub-threshold ownership pattern.
• The Commerce Department extended a parallel 50 percent aggregation rule to export controls in September 2025, so screening teams now reconcile two federal versions of the same ownership math.

On June 12, 2025, the Treasury's Office of Foreign Assets Control fined GVA Capital $215,988,868, the maximum penalty the statute allows, over a venture fund connected to sanctioned Russian businessman Suleiman Kerimov.[^1] The fund's ownership structure never crossed the 50 percent line that most compliance programs treat as the operative sanctions test. OFAC did not need it to.

Where Sanctions Risk Lives Outside the List

A standard sanctions screen checks a counterparty's name, and sometimes its known subsidiaries, against the Specially Designated Nationals list and comparable regimes. OFAC's own guidance defines the aggregation test underneath that screen in plain terms: any entity owned 50 percent or more in the aggregate, directly or indirectly, by one or more blocked persons is itself considered blocked, whether or not it appears on the list by name.[^2] The word "aggregate" does real work. Two blocked persons holding 25 percent each produce a blocked entity, even though neither one individually crosses the line a screening tool is built to catch.

Three 2025 enforcement actions show what happens when the ownership stake sits below even that aggregated threshold, but control does not.

• GVA Capital, June 12, 2025: OFAC found the firm knew Kerimov retained an interest in a fund through Heritage Trust and continued operating with him through his nephew, despite a legal opinion concluding the fund was not blocked because it was not "nominally owned 50 percent or more" on paper.[^1]
• IPI Partners, December 2, 2025: The private equity firm paid $11,485,352 after maintaining investments sourced from Kerimov for four years past his April 2018 designation, a case OFAC logged as 51 separate apparent violations.[^3]
• Former outside counsel, December 9, 2025: An attorney who advised on a Kerimov-linked trust paid $1.092 million after OFAC found he should have recognized continued control despite legal advice suggesting the structure was compliant.[^4]
• BIS Affiliates Rule, September 29, 2025: The Commerce Department's Bureau of Industry and Security applied its own 50 percent aggregation test to the Entity List, Military End-User List, and SDN list, meaning a foreign company can now be captured by an export-control version of the same ownership math a sanctions team already runs.[^5]

None of the three OFAC settlements turned on a missed list match. Each turned on a relationship a straightforward ownership screen was never built to see.

The 50 Percent Rule Was Never a Ceiling

OFAC's March 31, 2026 advisory on sham transactions and sanctions evasion makes explicit what the enforcement pattern already showed. The guidance states that the advisory "supplements the 50 Percent Rule by providing factors to consider in conducting due diligence to determine whether any purported divestment in fact occurred and whether a transfer of ownership interests was merely a sham transaction."[^2] A transfer that moves a stake below 50 percent on a cap table does not settle the question if the blocked person kept the practical benefit.

What the record shows: OFAC's own advisory lists seven indicators it treats as red flags, among them transfers to family members or close associates, commercially unreasonable terms, timing that clusters around a designation date, unusually complex legal structures without an apparent business purpose, and continued involvement by the blocked person in management or disposition decisions.[^2] What we infer from the GVA Capital and IPI Partners settlements is that OFAC will treat a documented legal opinion resting solely on the ownership percentage as insufficient once any of those flags are present. What we recommend follows from that gap: ownership percentage is a starting filter, not a clearance.

Legal analysts reviewing the advisory describe the practical effect as a shift from a bright-line test toward a totality-of-circumstances review, weighing economic reality over the legal form of a transfer.[^6] A trust, a family transfer, or a management arrangement that leaves a blocked person's practical interest intact can produce a blocked entity even where every cap table entry sits under 50 percent.

Building Ownership Diligence Into the Review Cycle

A one-time SDN match against a counterparty's registered owners answers a narrower question than most compliance programs assume it does. The gap the 2025 cases expose is not a failure to check sanctions risk against the list; it is a failure to check the ownership chain behind an entity that never needed to appear on the list at all. Treating that chain as a subset of general geopolitical risk, rather than as its own diligence trail with its own triggers, is how three well-resourced financial firms ended up on OFAC's enforcement docket in the same twelve months.

A workable response has three parts. First, treat any equity or trust transfer occurring in the run-up to, or shortly after, a designation as a standing trigger for enhanced diligence, regardless of the resulting ownership percentage. Second, extend beneficial-ownership checks past the immediate counterparty to family members, known associates, and prior business partners of any sanctioned person in the deal's history, since OFAC's aggregation math counts indirect as well as direct holdings.¹ Third, treat the 50 percent rule as one input into a periodic review rather than a one-time gate at onboarding, since The Geopolitical Sanctions Gap already shows how much moves between a company's list checks in any given quarter. Firms carrying heavier correspondent-banking exposure face a related version of this problem, covered separately in The Quiet Map of Correspondent Banking De-Risking. Fortius Intel's broader view on running sanctions risk as an intelligence function rather than a paperwork exercise is at the Fortius Intel brief.

Fortius Intel note: Run ownership-chain diligence as a distinct control from list screening, not as a feature of it. A clean SDN match tells a compliance team what a counterparty is not. It does not tell them who still benefits from what the counterparty holds.

Methodology: this article draws on OFAC's published FAQ guidance on the 50 Percent Rule, OFAC's March 31, 2026 advisory on sham transactions and sanctions evasion, OFAC's public enforcement releases for the GVA Capital, IPI Partners, and related settlements, and BIS's September 2025 Affiliates Rule, cross-checked against independent legal-industry reporting on each action.

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Footnotes

1. OFAC, "Sanctions Advisory: Guidance on Sham Transactions and Sanctions Evasion," March 31, 2026. https://ofac.treasury.gov/media/935441/download?inline= (retrieved August 25, 2026). Source for: the text of the 50 Percent Rule aggregation test, the statement that the advisory supplements rather than replaces the rule, and the list of red-flag indicators for sham transactions. ↩