Minoritary the slowed down actionthe Russian business even more often faces the shareholders, going war on own companies. The numerous judicial lawsuits, which purpose not protection, and an attack, exhaust the companies, distract resources, disturb to efficient control. But to struggle with this phenomenon also known under the name “ grinmejl “ it is difficult: on the party attacking the law, called to protect interests minoritariev.
As it is known, at the investor it is a lot of ways for earnings. It is possible to guess a conjuncture, relying on the data of the analysis and intuition, to play stock markets, as a result to buy cheaply, and to sell expensively. It is possible to neglect ethics and the law, to use the insider information or a sneer company, achieving for itself more favourable conditions. And it is possible, operating like with absolutely lawful methods, to put itself at all out of the market: By various manipulations simply to force to buy the papers vtridoroga. Such way of earnings also is called as corporate blackmail or grinmejlom (from English green a mail).
As an example grinmejla it is possible to result a situation when a certain minority shareholder of one company, exercising the rights granted by the law, starts to disturb in every possible way its activity: to initiate numerous checks and judicial proceedings, to sabotage acceptance of important decisions, to act with various charges to principal shareholders and management, creating thus an unpleasant information background. Formal requirements of such shareholder can be any, however its true purpose consists only in that as it is possible to touch more painfully the main shareholder. Further the source of troubles usually suggests to relieve the company of a headache in the person, having agreed or at the price above market to sell the package, or having accepted generous compensation.
Sometimes grinmejlom the shareholders offended by unfair dismissal from among the former employees sin, but it is a case more likely rare. Usually on a field of corporate blackmail professional collectives from well prepared experts in the field of economy and the right which operate in the interests or in interests of clients work. And necessary for grinmejla the share holding or specially is for this purpose bought in the market, or if free circulation of papers at the company is not present, got at one or several small shareholders. The citizens who have disappointed in the actions from among the former workers, received a package during privatisation can become sellers of papers, for example. Eventually, blackmailers can and not get the action, operating under the arrangement with someone from minoritariev and as though representing its interests.
in the world, and also rodonochalnikom modern grinmejla it is considered to be the Most known corporate blackmailer billionaire Kenneth Dart. This uncommon person, having come into a fortune from the father, the founder and the owner of one of the companies largest in the USA on manufacture of disposable ware, has actually created a new kind of business - rigid, uncompromising, very profitable and thus legal. Kenneth Dart`s figure is surrounded by set of legends, the exact information on it has not enough. To it attribute also the phenomenal intuition allowing practically never to be mistaken in stockjobbing, and pathological greed, from - for which he has refused the American citizenship not to pay taxes, and has voluntary ground itself on the armour yacht in neutral ocean waters, and even glory of the patron of art financing researches, the lives directed on continuation and works of a brain after cardiac arrest. If to trust publications about Dart for last 20 years, on its conscience not only corporate blackmail, but also state. So, in 1994 Dart, skupiv a part of a debt of Brazil, for some time could block public debt re-structuring. After a year it has broken issue of the Brazilian bonds, having let out on the market own papers provided with a part belonging to it of an external debt.
Has got from Kenneth Dart and to some Russian companies. In the middle and in the end of 1990 - h years recently formed oil companies YUKOS and “ Sibneft “ poorly supervised the capital of the affiliated extracting enterprises. Seizing the moment, Dart through some companies bought up share holdings “ Nojabrskneftegaza “ “ Yuganskneftegaz “ and “ Samaraneftegaza “ - the basic extracting actives of the future largest Russian oil companies. As - that to influence business of oil industry workers these packages did not allow, yes to Dart it was and it is not necessary. When bought MENATEPom Michael Khodorkovsky the YUKOS began to be reorganised in vertically focused oil company and to pass to the uniform action, Dart for an appreciable length of time blocked corresponding decisions. With what losses it was possible to leave the conflict to YUKOS and “ Sibneft “ for certain it is not known, but, by expert estimations, on these transactions Kenneth Dart has grown rich on some hundreds millions dollars.
It is considered that in a case with YUKOS Dart has faced resistance which did not expect. Probably even, what exactly this failure has forced it to reconsider the relation to Russia as to object of interest and to concentrate on the countries of the South America. But even if Kenneth Dart has left Russia for ever, to relax to domestic businessmen it is not necessary. Our followers of the most well-known corporate blackmailer work and are not going to leave.
Grinmejl on - russki
the Main feature national grinmejla consists that frequently blackmail is used not simply as a way otema money at the companies, and as one of corporate raid tools, that is otema the business. Besides in Russia in corporate blackmail began to trade not only operating shareholders, but also those who already at all does not own actions and does not dispose. So, in some cases the former minority shareholders try to paralyse activity of the enterprises, demanding repeatedly to redeem their actions at the price overestimated in tens of time, with use of methods of direct blackmail.
according to corporate lawyers of the large industrial companies, today in Russia there are very rigid rules and requirements to the basic shareholders at the repayment of actions at minoritariev. But also rejderskaja the thought in Russia is not necessary on a place, and methods of corporate wars are improved faster, than the legislation. Today simply there are no effective mechanisms of protection against wrongful actions of the former shareholders.
so, the former shareholders - raiders have added to the arsenal tactics of constant courts with the industrial enterprises. Losing all courts, the former shareholders nevertheless submit similar, obviously proigryshnye claims to all possible instances.
among the enterprises to which with claims minority shareholders, Open Society " addressed; Russian Aluminium “ Open Society SUAL, Open Society “ GMK “ Norilsk nickel “ “ Joint-Stock Company “ Eurocement of groups “ Open Company “ LUKOIL - Komi “ Open Society “ Okeanrybflot “ Open Society “ the Moscow television factory “ the Ruby “ “ Open Society “ Lenzhilpromkomplekt “ Open Society “ the Ulyanovsk furniture industrial complex “ Open Society “ Maltsovsky portlandtsement “ Open Society “ Atomkotlomash “ and other known companies. Similar affairs were considered in nine of ten federal arbitration courts. The greatest quantity of affairs is considered in the Moscow district with participation of the companies of group “ metalloinvest “ “ Russian aluminium “ and “ Eurocement of groups “.
On the specified question is available more than 30 decisions of the federal arbitration courts, six definitions of the Supreme Arbitration Court of the Russian Federation and the decision of presidium of the Supreme Arbitration Court of the Russian Federation. In all come into force judicial certificates the conclusion is drawn on reliability of definition of a market stock value and observance of the procedures established by the legislation. However claims all the same continue to arrive, and the companies are compelled to beat off constantly in courts these attacks.
Dmitry Medvedev at a meeting with councillors of federation of the Russian Federation has depicted a situation so: “ capture Schemes become rather professionally. It is valid so. Sometimes simply you will not sap. But it does not mean that our law enforcement bodies should not these be engaged “. However even pravoohraniteli at times recognise that lawyers of raiders appear more professionally and more inventively, than those who urged to struggle with them.
and it is possible to struggle on - to a miscellaneous. The first way - to make corporate raid by a criminal offence. After all today there is no at all a legal definition of the term “ corporate raid “ or the term “ grinmejl “.
In November of last year federation Council together with Presidential Administration and control management of the president has created working group which urged to introduce a number of amendments in laws (UK, UPK, GK KoAP, the law on bankruptcy and the law on a competition) which will allow to involve raiders in a criminal liability.
there are also economic levers. In the majority of the countries grinmejl it is forbidden legislatively. For example, in the USA incomes of sale of actions above market price are taxed in 80 % that does similar activity senseless.
however there are also other ways if not to win grinmejl as the phenomenon to reduce quantity of unreasonable judicial claims exhausting the company to a minimum. One of the lawyers has told about it, repeatedly representing in court on the condition of anonymity the party minoritariev. As he said, the existing legislation has a gap which it uses and its colleagues: according to the federal law from January, 5th, 2006 N 7 - FZ six-monthly term concerning the actions for damages to shareholders not concordant with the price of the repayment of actions is established. However concerning other claims connected with procedures, entered by law N 7 - FZ, terms are not provided that allows were minoritarijam to torment as much as long the companies claims about a recognition void transactions under the repayment, procedures of the repayment and etc. That it did not occur, to establish rigid terms enough, and also completely to exclude possibility to restore the passed terms or to postpone the beginning of their current.