BATTLES AGAINST RAIDERS
Talks were held at the Moscow headquarters of the Russian Union of Manufacturers, on the topic of raider’s actions, the current most serious problem to affect Russia’s economic development.
The State Duma deputies, government officials, the representatives of judicial and law-enforcement bodies, mass media and members of other public andgovernmental organisation took part in this meeting. Nikolai Ryzhkov, the Russian Union of Manufacturers Chairman and a member of the Council of Federation, led the discussions. “The absence of clear regulation on establishment, reorganisation and dissolution of companies permitts certain unreasonable parties who engage in unfair business activities to achieve hostile corporate takeovers, which have a negative impact on the social and economic stability in our country”, he said.
The speakers underlined that at present any assets of any property status, large and small-scale business including the defence industry enterprises, scientific research institutes, landed property and educational institutions are all vulnerable to illegal hostile takeovers. The number of such hostile takeovers comes to several thousands. It was mentioned that according to recent mass media reports raiders have attempted to seize control of companies such as the Krasnogorsky machine-building plant, Dalpolymetal, the world-famous institute Gipromez, Human Ecology and Hygiene of Environment, the scientific research institute Zenit, and Ruzsky District lands. They also organized pogroms of several compaies including defence industry enterprises in Voronezh and a piratic seize of dozens of St. Petersburg companies carried out by the so-called “Tambov group”.
The speakers emphasised that the attempts to seize TogliattiAzot, a strategically important company in the Russian economy, during which more than 270 court hearings had been held, were especially cynical: “We are very slow to make appropriate documents and regulations. If things go like that then at the time when the needed law is adopted, the enterprises that suffer raiders’ attacks nowadays will cease to exist. But those who carry out raider actions can instantly produce any directives and instructions which help them to live in clover, to rob and to prosper… ToAz’s employees have been fighting for their rights for more than 900 days and they have failed to find any support. Isn’t it a disgrace? During these 900 days, as we say during the “blocade years”, we have received 529 requests to submit documents for examination. When implementing these requests we have sent 55 988 documents. They were cariied by trucks from the enterprise”, - Sergei Korushev, ToAz’s acting CEO, said in his very emotional speech.
TheToAz hostile takeover attempt is a unique case as it is a large, sustainable and successful company containing thousands of employees and serves an important social mission. It is not a coincidence that the book “TogliattiAzot Against Raiders”, has documented the struggles of ToAz employees, has been recently publised by Tribuna publishing house.
The book conveys the emotional yet sincere views of those who resisted a forcible entry of armed people into the main production site of TogliattiAzot on 7 September 2005. Such actions are always extreme by their nature and they are always accompanied with violence, resulting in trauma, severe injuries and many other negative consequences. And at the same time there is an aspect of the global security. Did the people in camouflage who attacked TogliattiAzot two years ago know that the city and the whole region was at risk of an ecological catastrophe at that moment? Did they realise that a fracture of any pipeline going through the plant territory as a result of an accidental or provocative shot could lead to a large explosion of natural gas and hydrogen inflammation and, finally, to an extensive emission of ammonia?
The book “TogliattiAzot Against Raiders” is an effective and powerful move against those who elect to use non-business measures to achieve their purpose. Those speakers also stressed that further scrutiny of the methods employed by raiders to utilise regulatory gaps in order to facilitate hostile takeovers was necessary. Such scrutiny would identify the weaknesses in the current legislation and crucial for any potential reforms in procedural legislation as well as legislation regulating corporate relations and securities, criminal and administrative legislation.
Although it is apparent that the so-called “antiraider’s package” is only applicable to hearings of corporate disputes in the arbitration courts. The measures suggested are constructive in addressing legislatory gaps which have given the raiders the opportunities for takovers and seizures of property. However the participants did stress that the suggested legislative measures will not be effective in the case of documents and shareholders’ registers, forgery and bribery of the court, Ministry of Internal Affairs officials and registering clerks as well as dealing with corruption.
In this regard, the Managing Committee of the Russian Union of Manufacturers proposed a draft resolution where they stressed the requirement for further modifications of the Draft Federal Law, which contains provisions for approaches in dealing with conflicts with the raiders and which was approved by the State Duma in its first reading.
These modifications propose changes to to the terminological notions and the necessity to give precise definitions of such terms as a “corporate dispute” and a “corporate conflict” and to define the meaning of a “hostile takeover”. According industry experts, it is essential to strengthen the protective devices permitting the imposition of a ban on an application of the secured measures, which can create serious obstacles to the production process, pose a threat of an emergency situation and create social conflicts.
Some of the particpant in the talks communicated their proposals in a very strict manner. They spoke about the introduction of administrative and criminal liability for a range of offences. They proposed that it was necessary to introduce new elements to offences applicable to the leaders of armed groups, those individuals who order takeovers and to the officers of the internal affairs bodies, prosecutors, control and auditing commissions in their functions as antitrust and sanitary-hygienic control, as well as to any other persons taking part in any illegal actions. The Russian Union of Manufacturers’s Resolution presumes personal pecuniary and criminal liability of the managers of raider’s companies.
During lobbying, it was said that even the strictest and hard-edged resolution would not be a solution for the fight against raiders, which is posing a serious threat to the stability of the economy. However, it is a significant and evident move in the struggle for a sustainable and constructive economy.
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