The “market of corporate control” (threat of the hostile takeover and change of managers) as well as the threat of bankruptcy is considered to be one of the key external mechanisms of corporate governance. Many researchers believe that the takeover market is the only means of protecting the shareholders from the arbitrary actions of managers. It’s pointed out that this method is the most efficient when it’s necessary to “break” the opposition of the conservative board of directors not interested in rationalization (splitting up) or the company, especially, if it’s a highly diversified company (Coffee, 1988). In the numerous theoretical writings on the subject there is also an in-depth analysis of the interrelationship between takeovers accompanied by the “private” (special) benefit of large shareholders and improvement of the economic efficiency after control’s transition to a new owner.
At the same time the effectiveness of this method from the standpoint of subsequent improvement of corporate governance is being more and more criticized. In particular, the fact is stressed that the threat of a takeover pushes manager towards the short-term projects because they are afraid of the stock prices going down. Other critics believe that the takeovers serve only the interests of the shareholders without taking into account the interests of all “accomplices”. And, finally, there is always a threat that it might destabilize both the buyer company and the company which is taken over (see Ãðåé, Õýíñîí, 1994).
The estimates of the scope of this process depend upon the methodological approach chosen. If we use a wider approach many large privatization transactions may be qualified as friendly or hostile takeovers and then the importance of this process for the corporate sector in 1992-1999 is extremely high.
If we apply narrower definitions then in Russia we may only speak about the following: (1) post-privatization period; (2) individual secondary transactions; (3) large companies. Alternative limitations in this case are objective (both for mergers and takeovers): the need for large amounts of money (loans) which are available only to the largest companies (banks) or the possibility to mobilize sizable shareholdings in order to exchange them.
The corporate mergers as such, in the strict sense of the term (i.e. participation of equal firms, friendly transaction, the agreed upon deal between the large companies not accompanied by the buying up of the small stockholders’ shares, exchange of shares or establishment of a new company), have not yet become so far a significant phenomenon in Russia. This process is traditionally stepped up at the stage of the economic growth and tendency towards the growth of stock prices while in Russia it’s more often regarded as the potential anti-crisis mechanism, or in a political context, or as the institutional formalization of technological integration.
Thus, the transition to the single share of the oil company LUKoil is deemed to be the final stage of integration that is the full merger of the company into one financial and economic entity (the subsidiary companies have actually merged with the holding).2
265 Among the more well-known examples of 1998-1999 was unconsummated merger of the oil companies YUKOS and Sibneft, announced merger of the joint-stock company “Izhorskie zavody” (St.Petersburg) and “Uralmash-Zavody” (Yekaterninburg), announced merger of the Neftekamsky automotive plant (Bashkiria) and Kamsky automotive plant (Tataria).
In essence (without technical details dealing with the size of the companies, proportions of the share exchanges etc.) the mergers and friendly takeovers may be regarded as synonyms. The capital market is also not needed for the friendly takeovers (effected upon agreement between the parties); there is no visible connection as well with the problems of corporate governance. This process is the most typical for Russia after privatization. It happened in many of the newly established corporations and was motivated primarily by the technological reasons: reestablishment of the old business ties, struggle for the market share, vertical integration.
The oil company Surgutneftegaz, for example, as opposed to LUKoil, was completing the process of technological integration through a series of takeovers (joint-stock company KINEF and a number of the refined product supply companies). Typically such a process is formalized through establishment of a financial and industrial group a cross ownership system around large corporations (especially in chemistry, construction). We should also point out that this process is highly politicized and the federal and/or regional authorities play an active role in it (especially in Bashkiria, Tatarstan).
Actually only hostile takeovers hypothetically result in the compensation for the faulty corporate governance through the enforced change of managers. This market (the market of the corporate control as such) so far has not yet developed to any considerable degree in Russia (and the transactions which really took place usually are not advertised). Among the major factors still valid in 1999 and limiting wider development of this market the following can be singled out:
- the need to consolidate large shareholdings while in Russia the share capital (notwithstanding the trend towards concentration) still remains rather dispersed and even at the peak of the market activity in 1996-1997 no more than 5-7% of the blue chips were bought and sold at the market;
- the structure of ownership within a corporation should be relatively clear and should remain fixed while in Russia in 1998-1999 the process of ownership rights redistribution has once again intensified (which at the same time provides an incentive for takeovers);
- insufficiency of liquid resources under the conditions of financial crisis.
Nevertheless the first hostile takeovers in Russia date back to mid-1990s (see: Radygin, 1996b). There was a well-known attempt (although it failed) by the group of the Menatep Bank to take over the confectionery factory “Krasny Oktiabr” through the public tender offer in the summer of 1995. There was another well-known case when the holding of Inkombank purchased the controlling interest in the confectionery company “Babayevskoye”. Many largest banks (financial; groups) and portfolio investment funds practiced takeovers of the companies in completely different branches of industry for their subsequent resale to non-residents and strategic investors. In 1997-1998 once again in the food industry there were takeovers of the regional beer brewing companies by the “Baltika” group as well as takeovers in the pharmaceutical and tobacco industries and in consumer goods production.
One of the interesting examples of the takeover attempt was the conflict of 1977 between RAO “Gazprom” and the group ONEXIMbank – international financial corporation “Renaissance”. The latter was intensively buying up the stocks and hunting for the voting proxies in order to participate in the general meeting of Gazprom’s shareholders. The objective of the group was to get 1 out of 11 seats out the board of directors of Gazprom since at that time it was practically the blocking role (the rest were divided equally between the Gazprom and the state). Nevertheless, this attempted takeover failed and the group had to retreat.
According to some estimates the post-crisis financial situation of 1999-2000 may accelerate the tempo of mergers and takeovers in those sectors of the economy which were ready for it even before the crisis. These are, first of all, food and pharmaceutical industries, ferrous and non-ferrous metals, cellular telephone communications, banking sector (Kaìñòðà, 1998).
The following specific features of this potential process may be singled out:
- significant stepping up of these developments in the branches where the takeovers do not require serious concentration of financial resources;
- in the takeover policy the major emphasis should be put on these companies which are relatively cheap today and may strengthen the buyers’ independence from the environment;
- high degree of these processes rationalization (as opposed to the general pre-crisis policy of taking over any potentially profitable objects);
- there is a possibility of the increasing number of international merges and takeovers due to the low prices and financial problems of the Russian companies under the financial crisis;
- the continuing opposition of the regional authorities in those cases when the “aggressor” is not connected with the local regional elite;
- appearance of the favorable incentives for the whole branches to streamline the structure of their share capital (under the threat of hostile takeovers).
4. Financial crisis of 1997-1998 and the specifics of to-day’s redistribution of the ownership rights
The financial crisis of 1997-1998lead to a serious shift in accents in the ownership (control) redistribution. A part of investors may become attracted by the extremely sharp devaluation of corporate papers. Some of the shareholders, including the issuers, on the contrary, tried to improve their financial situation by dumping the stocks. Many commercial banks and financial groups which found themselves on the verge of bankruptcy or in the process of it already considered the possibility of ceding their stakes in the real sector or attempted to cede the non-liquid shareholdings. Within the framework of the privatization sales some of the stakeholders attempted to consolidate their holdings in the interests of control at minimum cost.
At the same time the crisis brought about more active use of the additional issues of shares and derivatives, debt schemes (securitization of debt), the mechanism of bankruptcy and company’s reorganization. Under such conditions the attempts by the regional elite to establish control over the major enterprises of their regions became more noticeable and successful. At the federal level the ideas of the employee ownership and large state holdings as the main structural unit of the Russian economy were reanimated.
These tendencies are going to continue into 1999-2000 which may increase the instability of the ownership rights and would demand a tighter policy of the investors (shareholders) rights protection.
The practical experience of 1998-1999 allow us to single out the following, sometimes conflicting with each other, trends which determine the specifics of the crisis stage in the ownership redistribution in Russia (see also Section 3).
4.1. The status of the privatization process
The financial and political crisis of 1998 drew the line under the ambiguous policy which, somewhat artificially, is usually referred to as “money privatization” in Russia. The total sales revenues in 1998 were formally in accordance with what was required by the law on the budget for 1998 and the adjusted target figures of the government, however, the bulk of that amount was received from the sale of 2.5% of the Gazprom’ shares (Table 7). As in the previous years the standard privatization transactions didn’t bring any tangible income to the budget while none of the planned sales actually took place. At the same time in 1998 the situation was aggravated by the new factors linked to the financial crisis.
First, the devaluation of the rouble and general drop in the capitalization of the Russian stock market deprived even the leading Russian issuers of any price landmarks. Under such conditions the state as the seller is tempted to overstep the boundaries of the formal legal field. The good example of this is offered by the cancellation of the results of sale involving 15% of the oil company “NAFTA-Moskva” shares in September of 1998, which were used as a collateral in 1995. It was explained by the inconsistency between the offered price and the hard currency equivalent of that period (although in the tender conditions, which weren’t changed by the commission the price was fixed in roubles).
Apparently, the possibility of the deal’s cancellation became the incentive for the actual commissioner (MFK “Renaissance”) to keep the old currency equivalent while setting the price for 14.84% of shares of the Novolipeztky metallurgical plant (NLMP). If during the loan-for-shares auction of 1995 the amount of the loan extended to the government was 24.2 mln ECU, in December of 1998 this last of the shareholdings used as a collateral in loans-for-shares schemes with the starting price of 25 mln ECU was sold for 26.1 mln ECU (or 30.8 mln dollars while the market price of this shareholding at the time of transaction was about 8 mln dollars). Of course, it’s difficult to suspect the group “MFK-Renaissance” of having philanthropic motives: according to the agreement the starting price simply couldn’t be lower than the amount of the loan. There was another, more serious reason: the threat that the control over NLMP might be overtaken either by TWG (36^ of NLMP shares) or by the former ally in the struggle against TWG and managers of NLMP – the investment fund Cambridge Capital Management (about 25% of NLMP shares).
Second, the changed conditions under which the struggle for the redistribution of ownership proceeds. In the situation of the chronic crisis of financial markets in Russia since October of 1997 the mobilization of the free financial resources (both own and borrowed) in order to establish control over the new objects becomes more and more problematic even for the largest domestic financial groupings. As regards the potential foreign investors, their appraisal of the situation is best demonstrated by the massive withdrawal from the corporate securities market in 1998.
This situation is very unfavorable from the standpoint of the budget revenues, however, it may stimulate the privatization sales in those cases when the sharp drop of the market prices allows to complete the process of the corporate control consolidation with the minimum costs. Thus, if at the stage when the market was growing rapidly many stock holders had to limit themselves to portfolio investments, blocking or in the best possible case controlling interest it’s logical during the crisis to further concentrate share capital.