The negative attitude taken by TNK towardsthe entry to the domestic market after the completion of consolidation is alsoillustrative in the context of consolidation as a general trend and respectiveprospects of the Russia’s stock market. The factors behind the company’s unwillingness to sell itsstocks, especially on the open market, may include the minimal number of minorshareholders, scandals and corporate blackmail threatening thecompany’sreputation, the unwillingness to orient towards “cheaper” domestic quotations.
While TNK and Lukoil (which, in fact, wasthe first to carry out consolidation via the exchange of its shares for sharesin its subsidiaries and the transformation of the latter in limited liabilitycompanies) managed to carry out consolidation virtually without conflicts withminor shareholders, “Sibneft,” “YUKOS,” and “ONAKO” were involved in a numberof trials. First of all, they were related to claims about abuses on the partof the controlling shareholder (the holding) filed by minor shareholders, whichrefused to participate in the exchange. Although the mechanism of buying upfractional shares is often viewed as unconstitutional (forced withdrawal ofproperty without trial, what contradicts Art. 5 of the Russia’s Constitution), conflicts withminor shareholders are most often arise due to financial conditions ofpurchases or trivial corporate blackmail.
In the autumn of 2001, there was completedthe reorganization of the “group of “Sibneft” shareholders” (Abramovich group).The right to manage all group’s assets (88 per cent of shares in “Sibneft,” 50 per cent ofshares in “Russky Aluminum,” 26 per cent of shares in “Aeroflot,” etc.) wastransferred to the largest London company Millhouse Capital. It is planned thatthe company will have the power of attorney to manage blocks of shares as therepresentative of the owner, however, it will have no right to directly managethe companies (i.e. it is a type of property trust).
Therefore, first, the formal juridicalreorganization and the legalization of group ownership are underway. However, acertain improvement in terms of transparency of the structure of assets of thegroup has absolutely nothing to do with the formal identification ofbeneficiaries as physical persons.
Second, the new three-tier system of the“partner” organization of the business becomes more clear. MillhouseCapital directly manages all blocks of shares of the “Abramovich group,”at the same time, it manages on parity basis with the investment and industrialgroup “Sibal” only the jointly purchased assets (Ust Ilimsk LPK,“Irkutskenergo,” etc.), and manages “Avtobank” group (“Avtobank,”“Ingosstrakh,” “Nosta”) together with GNK “Nafta Moskva” and “Sibal.”
The formation of such a group, whoseeconomic and financial power is equal to the capacity of “Alfa” or “Interros,”probably is an alternative for the aforementioned collapse of the system ofpartner interests in the framework of informal conglomerate, which in 2000through 2001 comprised R. Abramovich, I. Makhmudov, M. Cherny, O. Deripaska,and others. However, there is no convincing evidence (as in the case of theaforementioned conglomerate) that this structure is stable (there is certaininformation about plans to resell financial assets).
At the same time, the interests of formerpartners somewhat diverge. For instance, it seems probable that“Deripaska’s group”was deprived of direct management of assets not directly related to the presentsphere of interests of “Sibal,” including “Rusal.”
At the same time, the reorganization of“Sibal” group is underway. Since year 2000, “Sibal” has been registered as aninvestment and industrial group (after its aluminum-related assets had beentransferred to “Russky Aluminum”). It focuses on takeovers in the automobileindustry, mechanical engineering, and coal industry. The sub-holding JSC“Ruspromavto” controls GAZ and four bus factories. In 2001, the group obtainedcontrol over JSC “Bryanski Arsenal” (60 per cent of the autograders market, 30per cent of asphalt pavers and semi-trailers market), and purchased thecontrolling interest in JSC “UralAZ,” thus indicating its interest in theproduction of heavy freight trucks15. In 2002, there may becompleted the consolidation of diesel manufacturing enterprises in theYaroslavl oblast. Coal companies belong to another subsidiary of holding JSC“Soyuzmetallresurs.” It is planned to increase the number of sub-holdingsspecializing in a certain industry (aircraft construction, timber industry,power engineering, mining industry).
The reorganization of “Russky Aluminum”holding (it was established in March of 2000 as a limited liability company),which is owned by groups of Abramovich and Deripaska on “parity” basis, hasalso been completed. Due to a number of factors, the holding started to operatein April of 2001 upon obtaining the permission on the part of the RFAnti-Monopoly Ministry together with instruction to complete the consolidationof industrial assets by December of 2001. Although the holding controls over 70per cent of Russian and about 10 per cent of world production of aluminum, theform, in which this structure was established, allowed the RF Anti-MonopolyMinistry not to regard the involved enterprises as a single company. Accordingto the RF Anti-Monopoly Ministry’s instruction, the aluminum-related assets (assets of tenenterprises), which previously had been registered with offshore companies,were transferred to the holding’s authorized capital by end-2001.
In year 2001, there was started thereorganization of “Interros” group assets. Alongside with restructuring of JSC“Norilsk Nickel,” strategic direct and portfolio assets were more clearlydelimited in the framework of the group. The direct assets comprise GMK“Norilsk Nickel,” holdings “Silovye Mashiny” (buying up of shares in electricpower machine building enterprises in year 2002) and “Profmedia,”agro-industrial holding “Agros,” financial institutions (“Rosbank,” pension andinsurance structures); portfolio assets include group’s shares in “Mastkom”consortium (it was established in 1997 in relation to the purchase of shares in“Svyazinvest”), “Russia Petroleum” and a number of other enterprises.
It is probable that the group plans togradually concentrate its strategic assets, what presupposes both the sale ofits portfolio investments (or those the group does not consider as strategicassets) and the subsequent investment of returns to the group’s assets. According to theavailable data, only in the North-West region the group has sold its shares inJSC “Fosforit,” JSC “Krasny Vyborzhets,” LOMO (JSC “Leningrad Optical andMechanical Association”), the holding limited liability company “NovyeProgrammy I Tekhnologii” (which, in its turn, controls open JSC “SudostroitelnyZavod Severnaya Verf” and open JSC “Severo Zapadnoye Parokhodstvo”). The latterof the aforementioned sales may be related not only to the generalreorganization of the group, but to the state policy of consolidation andstrengthening control over enterprises and military and industrial complex(MIC) programs.
Similar process take place in theBenukidze group (open JSC “Obyedinennye Mashinostroitelnye Zavody” – OMZ, metallurgical, drilling,and mining equipment, special steels, equipment of nuclear plants, torpedolaunchers, ship building, numerous “auxiliary” assets). The group plans tofocus on heavy engineering in the process of reorganization. Yet in year 2000,the group made public its plans to sell “auxiliary” assets explaining the factby too close integration and inefficiency of “self-sufficiency.” In the winterof 2001, the managers purchased a motorcycle factory (open JSC “IMZ– Ural”) owned bythe group.
It is probable that this trend will becomemore clear and massive over a few next years. The first wave of disposal ofvarious assets the groups (FIGs) had purchased before the crisis of 1998 wasspontaneous and caused by the collapse and financial problems many formal andreal FIGs experienced in the post-crisis situation of 1998 and 1999. At thepresent stage, the groups pursue more rational and conscious policy. As aresult, it is probable that amorphous conglomerates spontaneously created inthe environment where financial resources were abundant (at two stages:“banking” – beforethe crisis of 1998, and “industrial” – after the devaluation) will betransformed into clear structures presupposing highly consolidated ownershipand exploitation of integration effects.
However, there arises another issue, whichrequires a special study: to what degree the current reorganization of largeRussia’s businesswill meet the goal of their international competitiveness. Yet anotherpotential problem is more immediate – the exhaustion of post-crisis(devaluation) resources, which at the moment are needed not for expansion, butfor the development of investment potential of reorganized groups. In thisconnection the sale of auxiliary assets, currently occurring in the “planned”manner and bearing indirect testimony of the exhaustion of “easy money” mayacquire even more chaotic character.
On the whole, the process of structuralchanges in Russia’scompanies (different types of reorganization in juridical terms) developsrather intensively. According to the data provided by the RF Anti-MonopolyMinistry, the number of various operations related to structuraltransformations made 5000 in 1997, about 9000 in 1998, about 11000 in 1999,about 16000 in 2000, and estimably over 20000 in 2001.
As concerns the perspectives of corporategovernance in Russia, these trends will exert profound and often contradictoryinfluence on the situation:
- in the course of consolidation theformal transparency of companies will improve and, accordingly, will makepossible the “safe” transition to international rules of corporategovernance;
- the completion of ownershipconsolidation processes creates the objective basis for real delimitation ofproperty and management in the framework of groups having completedreorganization;
- reorganization processes (both thejuridical fixation of groups (holdings), and restructuring of assets) willboost the demand for efficient corporate governance – primarily for the purposes offree of conflict settlement of relations between different types ofshareholders;
- a certain post-crisis fixation ofspheres of property interests creates prerequisites for a new wave of hostiletakeovers.
The state policy of keeping large capitals at the “equal distance” from power(even in case of its external, most demonstrative layer) directly affects theprocesses described above.
First, at present there are no reasons tobelieve that the declared principle of “equidistance” will be abandoned afterthe completion of consolidation (return) of assets and re-orientation offinancial flows on the part of largest natural monopolies and state-ownedholdings, while their managers appointed by the present president will,probably, be given carte blanche for expansion in the private sector andbuilding of their own groups. The probability of such a scenario (in fact,“state capitalism” favorable for a narrow circle of personally loyalindividuals) requires certain protective measures on the part of privategroups.
At the same time, there arise certaindoubts about the set of instruments rather widely used in 2000 and 2001 toinfluence corporations. Measures taken by state agencies (tax police against“Lukoil,” the RF Accounting Chamber against TNK, the Attorney General officeagainst “Sibneft” and “Norilsk Nickel,” etc.) failed in spite of numeroussearches and initiation of criminal cases – there were found no“constituent elements of crime.”
In this connection there arise an obviousquestion about the juridical justification of the “use of force” andreliability of evidence used to initiate criminal cases. In other words, it isthe question about who and why initiated criminal cases (probably justified butdoomed to fail nevertheless), especially taking into account the systematicnature of this process.
The principle of “property in exchange forfreedom,” which has already proved its effectiveness, is still widely used. Thecase of arrest of “Sibur” managers in the winter of 2002 is suitable only inform, because in terms of substance the withdrawal of assets in favor of a“group of persons” is rather obvious. It seems that there arises a differentproblem: a contradiction between the legal environment (i.e. practically legalpossibilities to withdraw assets) and the methods employed to return them (thenecessity to resort to force and use various articles of the RF Penal Codebecause of impossibility to settle the problem in court). Similar methods(initiation of a criminal case) proved necessary to carry out to replace anumber of officials in the Ministry of Railroads.
In more general terms, the problem isrelated to the vagueness of final goals: either it is the real start of fightagainst corruption and an attempt to effectively stop the withdrawal of assetsin any form, or it is the trivial continuation of the redistribution ofproperty and putting pressure on competitors (in favor of state-owned groupsand / or in the framework of elementary use of the “administrative resource” byall subjects having such a possibility).
Second, there arises an apparent countertrend on the part of private capital – to become maximally“equidistant” for safety reasons. The means to achieve that also include thelegal registration of ownership rights for their consolidated assets abroad.The fact that groups “Alfa” and “Renova” established company “TNKInternational,” while the “Abramovich group” registered “Mullhouse Capital” asthe managing company is, obviously, the first indication of their attempts toachieve “safe transparency.”
Yet another “defense line” of large groupsis the achievement of absolute access to the resources of regionaladministrations (A. Khlopynin in the Taimyr Autonomous Okrug, R. Abramovich inChukotka, V. Shtyrov in Yakutia, V. Lisin in the Lipetsk Oblast (potentially),A. Vavilov in Gorny Altai (failed), etc.).