Minority shareholders of regional gas distribution companies (Gro) Gazprom suing her monopoly with 2013, addressed to President Vladimir Putin, the government and the Central Bank with a request to prevent the adoption of amendments to the law on joint-stock companies, which the state Duma may consider by the end of the year. In his letter (a copy is in) the minority shareholders of so-called regional gas companies argue that the bill infringes upon their rights and could lead to international courts foreign investors with Russia.
We are talking about amendments to the law on joint-stock companies, which in July was prepared and submitted to the state Duma by the Deputy from “United Russia” Alexander Metkin. Prior to that, he never engaged in such issues. The bill proposes to exempt joint stock company from the obligation to make offers “the transfer of shares between entities under the control of the Russian Federation <…> in the result of the execution of acts of the President or acts of government.” The law proposed to give retrospective effect — that is, to extend it to transactions committed before the law came into force.
Under current law, a person that together with its affiliates acquired more than 30% of the voting shares is obliged to send the remaining shareholders a public offer — the offer of repurchase of securities. The measure was introduced in 2006 to prevent infringement of the rights of minority shareholders when a significant change in the composition of shareholders and enables the company to market conditions, explains the partner of the legal company Orient Partners Alexander Karpukhin.
Appeal to the authorities against the amendments Metkina was prepared by LLC “Myriad Rus”, which represents the interests of minority shareholders Gros Gazprom in a dispute with the monopoly. This firm operates under the motto of “protecting the rights of minority shareholders and improve corporate climate in Russia”, said on its website. In a review of the draft law representatives of minorities point out that the amendments violate the norms of international and Russian legislation, as well as contrary to the Constitution. On 25 October the appeal was sent to the leadership of the state Duma, the Bank of Russia and the government and President Vladimir Putin — of all 23 destinations. The press service of the Central Bank announced that the appeal will consider “in due order and in a timely manner answer to the author of the letter.” The representative of the President of Russia Dmitry Peskov has not yet responded to the request. Press Secretary of Prime Minister Dmitry Medvedev has not responded to the request . The representative of “Gazprom” yet did not comment on the bill and the claims of minority shareholders.
About the relationship of the bill with the lawsuit of minority shareholders “Gazprom” earlier in October, the TV channel said the Chairman of the Duma Committee on financial markets Anatoly Aksakov. “Bill, I may reveal a secret associated with the sale of “Rosneftegaz” stake in the regional gas companies “Gazprom” and, as the package is passed from one public company to another public company, and not made the offer to the minorities,” — said Aksakov. According to him, the current law clearly stipulates the procedure for transfer of state blocks of shares between companies with state participation. “The question of shtrafovaniya one of the organizations, which held that such action was not on the law. So the idea is to retroactively, so to speak, to reverse the impact of this law on the appropriate action,” — said the head of the Committee.
How the amendments will affect the minority shareholders of “Gazprom”
In 2013 “Gazprom” has bought out from Rosneftegaz stakes in 72 Gro. By law, Gazprom was obliged to expose the offer to minority shareholders of approximately half of the regional gas companies. But the monopoly refused to do, citing affiliation with “Rosneftegaz” (in such cases, the law eliminates the need to purchase). “Gazprom” has not agreed to the minority shareholders and the Central Bank Department of the Bank made provisions in respect of “Gazprom” with the requirement to send shareholders of IAG offer. Monopoly they are not met, then the Central Bank has addressed in court. In January 2015, the Central Bank issued repeat prescriptions, which have also been challenged by Gazprom. In the summer of 2015 monopoly resold the structure of the packages in the disputed Gros.
Chairman of the Board of Directors of Gazprom Viktor Zubkov, commenting on this subject in June 2016, said: “Many minority shareholders decided that Gazprom should be required to buy back their shares. We understand the motives of this desire, however, believe that the law gives us the right not to do so. Therefore the stock we do not buy and redeem will not. Their rights and legitimate interests, we will continue to protect, including in a judicial order” (quoted by “Interfax”).
At the request of the minority shareholders stated that the bill “threatens the protection of the rights of domestic and foreign investors, which trust the stock market of Russia”. The authors of the document reminded that “joint law gives all owners of the same securities equal rights”, while the proposed regulations do not conform to articles 2, 8, 18, 45 and 55 of the Constitution, including part of the equal protection of state and private property.
According to the authors of the review, the adoption of the rules proposed in the bill will give the state-owned companies special status and privileged position compared to private companies. The current version of the law is not convenient for large companies especially with a large number of minority shareholders, explains Karpuhin from Orient Partners. “The bill will create a serious exception for state-owned companies. Practically, this means the return of the legislation on joint-stock companies at the 2006 level, when the interests of minority shareholders are not protected in principle”, — said the lawyer.
Minority shareholders of “Gazprom” also warn that the bill will lead to Federal budget expenditures due to lawsuits from foreign investors, which they can apply in compliance with the Russian state bodies and protective legal regime for foreign investment. Agree with the lawyers: the bill may result in negative comments from investors, including foreign ones, said Karpukhin. “The strategy of many investment funds-holders of minority stakes just focused on their purchase, the main shareholder in the long term,” he recalls. The current provision on offer is a big problem with the privatisation of state blocks of shares or the transfer of packages from one state company to another. For example, at the time the regulations on the protection of minority shareholders resulted in large costs in the privatization of state-owned energy companies during the reform of RAO UES.
“In the interests of the country”
“Gazprom” in August, 2014 have proposed to abolish the obligation for state-owned companies to buy back shares from minority shareholders in cases when transactions are carried out pursuant to acts of the President and the government. As reported “Interfax” with reference to the source, asking to consider the possibility for the Minister of economic development Alexei Ulyukayev asked the Chairman of the Board “Gazprom” Alexey Miller. “Gazprom” his proposal is motivated by the fact that state-owned companies do not act only in their own interests, but indirectly in the interest of the whole country. In November of the same year, the first Deputy Chairman of the Central Bank Sergey Shvetsov said that the Gazprom’s proposal violates the basic principles of corporate governance, and called it absurd.
With the participation of Marina Bozhko and Timofey Dzyadko