Fourth, the establishment of the new leadership (probably, there were present some elements of national and / or private / departmental financial and economic interests) was related to “tough” actions of state (mainly tax) agencies against “LUKoil,” TNK, “AvtoVAZ,” “Gazprom,” “Norilsk Nickel,” etc.). Taking into account the real organization of the ownership structure and financial flows of largest Russia’s companies14, for the state to investigate and carry through cases of tax crimes is one of few effective methods to influence corporations and their principals (beneficiaries). However, there are three principal commentaries. First, it is necessary to carry out a radical tax reform (a mass single restructuring of tax arrears as a substitute for tax amnesty is an option). Second, every force action shall be justified in legal terms, and criminal cases initiated on the basis of proved facts. Third, taking into account the systemic nature of offences the key problem is what actual goals initiators of selective investigations pursue.
1 Basing on the ranking of 50 largest issuers (the data collected from 01.10.99 till 30.09.00 and at the end of the third quarter of year 2000) composed by the Agency of Corporate Information NAUFOR (Natonal Association of Securities Market Operators).
2 According to GUBEP MVD RF (Chief Directorate for Economic Crimes of the RF Ministry of Internal Affairs) only active export and import contracts accounted for US $ 23 to 25 billion annually remaining abroad before 1999. In 1999 this figure fell to US $ 16,5 billion. Year 2000 showed an upward trend (this figure made US $ 11 to 15 billion over the first half year). For instance, only oil sales (selling higher-quality oil as lower-quality product) may bring up to US $ 3 to 4 billion a year. Individuals account for about US $ 10 billion flowing out of the country annually. G. Gref, Minister of Economic Development and Trade, also stressed the intensifying outflow of capitals in year 2000 relating the fact to the persisting lack of confidence in the domestic market (conference “Restructuring of Companies, Alliances, Mergers, Takeovers,” Moscow, October 24, 2000).
3 The ownership structure of largest Russia’s JSCs is undoubtedly different from the “typical” one. This structure is characterized by higher shares of holdings participation (including state-owned ones), considerably lower share of employees of all types, relatively higher share of non-residents of different types.
4 See: Radygin A., Entov R.: Institutional issues of the corporate sector development: ownership, control, securities market. Moscow, IET, 1999, pp. 65 – 66.
5 Here and below we refer to the points of view expressed by I. Yuzhanov, Minister for Anti-Monopoly Policies, A. Tsyganov, Deputy Minister for Anti-Monopoly Policies, and A. Golomolzin in their interview to Kommersant newspaper.
6 As stipulated by Federal law No. 3-FZ of January 2, 2000, “On Amendments and Additions to Article 18 of the RSFSR law ‘On Competition and Restraints on Monopolistic Activities on Commodity Markets,’” a federal anti-monopoly agency has the right to reject an application (about a transaction) in case it may result in the applicant (an economic agent or a group of individuals) acquiring or strengthening its dominant position and (or) restricting competition, or in case the applicant presented misguiding information affecting the decision, or the parties of the transaction failed to timely present information on the sources, terms of receipt, and amounts of money necessary to transact the said business upon the request of the federal anti-monopoly agency. The federal anti-monopoly agency has the right to comply with the application in case the requirements set to ensure competition were met. See also Order of the RF Anti-Monopoly Ministry No. 785 of October 31, 2000.
7 The strike of “Avtovaz” employees against the announced plan to restructure the JSC and transform it into a holding in year 2000 is a similar example.
8 See: Volkov A., Privalov A. A nu-ka otnimu! (Why Don’t I Try To Take It Away!) – In: Ekspert, 2001, No. 1 – 2, pp. 28 – 29. The relatively new practice to seize the control by an instant replacement of seals, bank control cards, account control cards, etc. is also of interest. The latter is possible either by forcing the general manager to resign, or via a shareholders’ meeting (even of questionable competence).
9 The common for all large JSCs traditional problem of “free rider” shall also be taken into account. For instance, 12 to 15 per cent of “Gazprom” shareholders (individuals, who became shareholders in the course of privatization) ignore the issuer’s announcements about general shareholders’ meetings, its suggestions to vote via proxies, etc. (as per the data presented by S. K. Dubinin, “Gazprom”). Следует учесть и традиционную для всех крупных АО проблему “free rider”. Например, в РАО «Газпром» 12-15 % акционеров (физические лица, которые стали акционерами в ходе приватизации) никак не реагируют на сообщения эмитента об общих собраниях, предложении о выдаче доверенности и др. (данные С.К.Дубинина, РАО «Газпром»).
10 According to M. B. Khodorkovski, “YUKOS” lawyers failed to work out effective measures against corporate blackmail in the course of a detailed analysis of laws currently in force. However, it does not mean that the law shall be amended. This protection shall first of all base on court proceedings (materials of conference “Privatization in Russia: Possible Scenarios of Development,” Moscow, July 5, 2000).
11 Although the members of the group usually deny any mutual property and business relations, numerous publications and surveys found in the business-related mass media in 2000 through 2001 concerning the formation of this group permit to conclude that the reverse is the case.
12 The author based on the data presented by “Troika-Dialog.” It shall be mentioned that reverse processes also take place. For instance, after consolidating it staple production capacities in the framework of “Russki Alumini” holding, “Sibirski Alumini” (in essence the first vertically integrated company in the aluminum industry) made public its plans of financial expansion in other sectors of the economy. Group “Obyedinennye Mashinostroitelnye Zavody” announced the sale of its auxiliary capacities because of too close integration and ineffective “self-reliance.”
13 See: K. Benukidze. Vertikalnaya Integratsiya Rabotayet Tolko Na Nesovershennykh Rynkakh (Vertical Integration Work Only on Imperfect Markets). – In: Ekspert, 2001, No. 1 – 2, pp. 32 – 33. From this point of view vertical integration is effective only in short-time outlook and only if markets have local defects (customs duties restricting competition, monopoly production of raw materials, know-how, etc.).
14 See: Radygin A., Sidorov I. Russian Corporate Economy: A Hundred Years of Solitude In: Voprosy Ekonomiki, 2000, No. 5, pp. 45 – 61.
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