Tatiana survillo managing director of the construction business. Lenders "Glavmosstroy" yearn for Oleg Deripaska's money. Basic Element vs. Ilim Pulp Enterprise

Introduction to work

The subject of research in the dissertation work is game models of negotiation processes as a sequence of strategic moves - counter moves in the absence of an accurate quantitative assessment of the permissible outcomes of negotiations.

Research in the field of game-theoretic modeling of negotiation processes has been actively pursued over the past two decades in a number of countries. N.N. Vorobiev, Yu.B. Germeyer, L.A. Petrosyan, N.N. Moiseev, E.B. Yanovskaya, I.S. Menshikov, V.V. Zakharov, N.A. Zenkevich and others. Abroad, S. Brahms, K. Binmore, R. Zelten, E. Kalai, J. Nash, A. Roth, A. Rubinstein, D. Fudenberg, J. Harsani and others were engaged in the development of game-theoretic approaches to modeling negotiations.

Negotiation processes have their own specifics, which require special approaches to their modeling. An important role in the construction of models of negotiation processes is played by topological assumptions about the nature of the sets of feasible outcomes as subsets of the space R n, and the axiomatic requirements for a compromise solution, which complicate the use of such models for the analysis of actual negotiations. In this regard, a very promising and rapidly developing direction of negotiation modeling is the synthesis of dynamic models of negotiations and games on order.

The purpose This work is the construction and study of game-theoretic models of dynamic negotiations.

Relevance of the topic Thesis is explained, on the one hand, by the need to study new classes of models in game theory, and, on the other hand, by the existing practical need for a formal analysis of the negotiations being undertaken as one of the components of the decision support procedure.

Scientific novelty... For the first time, the paper proposes a formal description of various negotiation procedures, and also investigates the properties of the negotiation result.

The practical meaning of work... The proposed approaches to the analysis of negotiations are interesting for practice, which retain the advantages of intuitive rules for their conduct and provide an analysis of the rational ways of behavior of the participants in the negotiations. The study of the simulation results allows you to choose the most suitable negotiation procedure and an acceptable situation for their start, while it is not necessary that the outcome of the negotiations allows for its quantitative assessment.

Approbation of work and publication... The materials of the dissertation were published in works. The research results presented in the work were tested at international conferences: Internaitonal Congress on Computer Systems and Applied Mathematics (St. Petersburg, 1993), International Conference of Interval and Computer-Algebraic Methods (St. Petersburg, 1994), International Conference on Mathematical modeling (Yakutsk, 1994), Decision-Making in Future (Amsterdam, 1995), NNVorob "ev Memorial Conference (St. Petersburg, 1996); international scientific congress" Peoples of the Commonwealth of Independent States on the Eve of the Third Millennium "(St. Petersburg, 1996 In addition, the main

the results of the work were reported at the city seminar on game theory under the guidance of prof. L.A. Getrosyan (St. Petersburg) and at the seminars of the Department of Mathematical Statistics, Theory of Reliability and Queuing of St. Petersburg State University.

The structure ra. The dissertation consists of an introduction, two chapters, a list of references of 63 titles and has a total volume of 110 pages.

Establishment of a company: Holding LLC "Group of companies" Transstroy "" was established in 2005.

Field of activity: design work, construction and commissioning of railway lines, hydraulic structures, river and sea terminals and ports, bridges, highways, civil and industrial facilities, airfields, airports, transport infrastructure facilities.

Full title: Limited Liability Company "Group of Companies" Transstroy "".

The headquarters of "Transstroy" is located in Moscow. The holding has more than 30 construction organizations of various profiles. The company implements large-scale projects not only in Russia, but also abroad, including in Finland, Turkey, Latvia, Syria, Kazakhstan, India and Ukraine.

LLC "Transstroy"in faces

The general director of the holding is Alexey Georgievich Barantsev.

Executive Director - Igor Vladimirovich Pankin.

Deputy General Directors:

Development - Tatiana Gennadievna Survillo, Evgeny Viktorovich Ivanov,

Personnel - Tatiana Olegovna Kim.

Financial Advisor - Margarita Anatolyevna Dmitrieva.

Contact Information

107217, Moscow, st. Sadovaya-Spasskaya, building 21/1

Education

She graduated from the Plekhanov Russian Academy of Economics, from which she graduated in 1994.

Labor activity

Since 1994, she has worked at Sberbank for over 20 years in various positions, including and. O. Director of the lending department, head of the lending department of the department for work with major clients, deputy director of this department.

In 2014-2016, she held the position of Deputy Chairman of the Central Russian Bank of Sberbank.

In March 2016, she was appointed Advisor to the Chairman of Vnesheconombank. In October of the same year, she was appointed Deputy Chairman - Member of the Management Board of Vnesheconombank and began to oversee the activities of corporate and investment units.

In August 2017, it became known about the termination of her powers as a member of the Management Board of VEB.

Since October 2017, she has held the post of advisor to the general director of Russian Post.

On March 26, 2018, it became known that she joined the new board of the rehabilitated B&N Bank and will head the corporate business unit (presumably, by April 1, 2019, the rehabilitated B&N Bank and Otkritie FC Bank will be merged).

In the event of bankruptcy of the enterprise, he can be brought to subsidiary liability.

As it became known to Kommersant, the cassation canceled the amicable agreement concluded by Glavmosstroy with creditors as part of the bankruptcy of the company. The court agreed that the agreement on payment by installments until 2029 was economically unjustified and violated the Tax Code (TC). Lenders may be offered a new agreement, but some of them still intend to achieve the recognition of Glavmosstroy as bankrupt and bring to subsidiary liability the beneficiaries, including Oleg Deripaska, although formally he is no longer among the owners.

Kommersant got the text of the ruling of the Arbitration Court of the Moscow District, which canceled on November 27 the amicable agreement between JSC Glavmosstroy Holding Company (HMS) and creditors. Under its terms, the company, which was in the external management procedure with debts in the register for 16.6 billion rubles, received a deferral of payments for three years, and then an installment plan for the principal debt until 2023 and on penalties until 2029.

The HMS was created on the basis of the Moscow Department of Housing and Civil Construction. In 2005, it was bought by Oleg Deripaska's Glavstroy. According to SPARK-Interfax, HMS is now controlled by OOO Corporation Glavmosstroy, which has been owned by OOO Libra Holdings since October. Its co-founders are Victoria Bazavluk, Vladimir Krasnobaev, Tatiana Kuskevich, Arkady Sarkisyan and Viktor Shvabauer. Mr. Sargsyan controls 40% in STM-Center LLC, 60% in Yegor Andreev, a classmate of Mr. Deripaska, to whom the businessman assigned Transstroy in 2014. In 2017, the board of directors of HMS included Tatyana Survillo and Alexander Dzvonkovsky, employees of Oleg Deripaska's Basic Element. In 2017, the revenue of HMS amounted to 697 million rubles.

In December 2017, as part of the bankruptcy case, external management was introduced to the SMS, and in September the court approved a settlement agreement with creditors. A number of the company's creditors and tax authorities appealed against it, insisting that the agreement was approved by the creditors affiliated with the debtor (according to their calculations, about 61% in the register). LLC “Aktiviti” stated that the real purpose of the agreement is “to establish a grace period for the debtor and related parties,” as well as “to hide financial information about the company's activities,” since the termination of bankruptcy does not allow the debtor to be controlled. According to the tax authorities, there is also no evidence that the SMS can restore solvency, meanwhile, a deferral or installment plan for the payment of tax is given for no more than a year.

In the end, the cassation admitted that the agreement violated the Tax Code and was "economically unjustified." Now the HMS must resume external management. The head of the Olevinsky, Buyukian and Partners bureau, Eduard Olevinsky, does not exclude that creditors will be offered a new settlement agreement with tax installments for a year and longer for other debts: guarantees, sureties or pledges, in order to understand whether they will receive money in ten years or the debtor will have a new bankruptcy, but already on scorched earth. " YUST partner Aleksandr Bolomatov believes that the dissatisfaction of the HMS creditors is primarily due to the long delay: “Apparently, they have not received anything since 2014, when attempts to bankrupt the debtor began, and now they were told that there would be no payments for another three years. If in the new world there are at least minimal payments in the first years, creditors can probably agree to it. "

“We are glad that the cassation did not consider the case formally,” Dmitry Provodin, a representative of “Aktiviti”, told Kommersant. According to him, Aktiviti is counting on the appointment of an independent manager, "who will seek to bring persons controlling the debtor, including the ultimate beneficiary, Oleg Deripaska, to subsidiary liability." In "Glavstroy" they told Kommersant that now the debtor has nothing to do with them. At Basel, Kommersant was forwarded directly to the SMS, whose phones were unavailable.

Basic Element vs. Ilim Pulp Enterprise

Vladimir Pronin

During the preparation of this article, the editors asked for comments to the press service of the company "Basic Element", which refused to communicate on the topic of the conflict.

The war between Bazovy Element (KBE) and Ilim Pulp Enterprises (IPE) for the most lucrative share of the Russian timber industry - pulp mills - has become the clearest example of corporate wars in Russia at the beginning of this century. A war that not only provided us with an exciting intrigue, but also claimed to be included in the textbooks as an exemplary scheme for conducting hostile takeovers and combating them.

The interest in the confrontation between the two large companies is quite natural. Firstly, the IPE-KBE war was in fact the first conflict of this magnitude - when an attempt was made to take over virtually the whole industry. Secondly, perhaps for the first time in the history of modern Russia, within the framework of a conflict of this magnitude, the defending side succeeded, remaining exclusively in the legal field, to defend its interests. Thirdly, it was a clash in an industry of strategic importance, and therefore a lot depended on whose position the state would support. Fourth, it was a situation in which the schemes of large-scale takeovers and methods of combating them, all the achievements and mistakes of the parties to the conflict were expressed in a concentrated form.

The interest of Siberian Aluminum (the company was transformed into Basic Element at the end of 2001) in the timber industry did not arise by chance. The drop in aluminum prices in 2001 once again convinced the owner of Sibal, Oleg Deripaska, of the need to acquire a new business. A business that rivals aluminum in terms of profitability.

The question arose: where to invest the money? The enterprises of the automobile industry acquired by that time brought more problems than income. And they were not allowed to enter the profitable VAZ "Sibal". The tidbit - oil and gas - has long been divided, and an invasion of this industry could be fatal for the company. Despite all Deripaska's connections in the highest echelons of power.

Sibal's specialists were interested in the forestry industry. It looked very attractive: a renewable raw material base, good production capacities, especially in the field of cellulose production, a constantly growing demand for these products.

Of course, certain restrictions existed - powerful companies, Russian and foreign, known for their financial and lobbying potential or with an unblemished reputation in world markets, such as Alpha, Austrian Neusiedler, transnational International Paper and others, already operated in the timber processing complex. But their main business was associated with paper mills. It was very difficult to intrude into this area, and the management of Sibal decided to develop a plan for the takeover of enterprises producing pulp and packaging materials.

In principle, the scheme of entering the timber industry, developed by Sibal, the most aggressive Russian company of the last five years, looked as follows.

At the first stage, an ally is acquired in the person of a fairly large company professionally engaged in forestry and timber processing. Then one or more key enterprises of the pulp and paper complex joins its assets (about the methodology - just below). At the same time, there is a further expansion of the raw material base (through the purchase of forestry enterprises). After that, the systematic acquisition of processing enterprises continues. The products are sold through existing companies.

During the war between IPE and KBE, it became clear that the method of action (not the scheme itself) of Sibal during the takeover of enterprises was based on the principles of “wild privatization” of the mid-90s. Oleg Deripaska could be understood: over the past five years, there have been only victories, the GR and PR resources are very high in terms of efficiency. It seemed that there were no worthy opponents. This was both the strength and the weakness of Sibal - it simply did not face a serious adversary in a war of this magnitude. Lev Chernoy and Anatoly Bykov do not count. Although the current "Basic Element" lost to the latter in a number of positions.

Enterprises belonging to Ilim Pulp Enterprise were selected as the objects of acquisition. By the beginning of the conflict, she owned stakes in the following enterprises: OJSC Kotlassky PPM - 51.08%, OJSC Bratskkomleksholding - 37.52%, NPF Saint Petersburg - 100%, CJSC New Kom - 88.64 %, LLC In Yure - 70%, LLC OP ILIM -70%, CJSC Information Agency ArchYugInform - 51%, CJSC Ilim Pulp Siberia - 100%, CJSC Soyuz Inform - 35% , Ilim Pulp Exim LLC - 100%, Ilim Pulp Trading LLC - 100%, Ilim Pulp Koryazhma LLC - 100%, Kasmet-Schastye LLC - 100%, Cosmos CJSC - 78%, OJSC "Complex" - 41.06%, JSC "Volsky LPH" - 27.4%, JSC Tegrinsky LPH - 31.92%, JSC "Shonoshsky LPH" - 51.34%, JSC "Litvinovsky LPH" - 36.44 %, OJSC "Erogodsky LPH" - 20.79%, LLC "Togra-les" - 32%. A number of other enterprises are under their control - the St. Petersburg Cardboard and Printing Plant, the Kommunar paper mill, 28 logging enterprises, the Petrobord Trading trading company, the Fintrans logistics company, the Kommunar-vtorresursy company (waste paper procurement), Czech factory "Plzeska Papirnya".

Preparations for the start of the takeover of the companies passed quite quickly. The ally turned up at an opportune moment. It turned out to be the company Continental-Invest (now Continental Management, a division of Basic Element engaged in the forestry business). Continental requested assistance from Sibal in the fight against Oleg Deripaska's old adversary - Lev Cherny and his company Energoprom - for the Ust-Ilimsk LPK. The scheme for returning Continental to UI LPK was traditional: based on the decisions of the courts of Kalmykia and the city of Orel, adopted in support of the shareholders' claim, the managers of Continental were reinstated in their rights. With the support of the bailiffs of the Irkutsk region, the security service "Sibala", they entered the enterprise. The subsequent attempts by Energoprom and Lev Cherny to return the enterprise to nothing - in the end, the shares had to be sold to Sibal. Continental-Invest also sold part of its shares to Oleg Deripaska as payment for its assistance.

Successful experience with UI LPK has shown that the seizure of enterprises under a power scheme to secure a claim is possible. But the resource of this scheme is limited, and Sibal's lawyers were forced to start developing new schemes that would not allow the company to be caught in violation of the law and which would insure it against financial losses and would not give an opportunity to reverse the transaction.

Now let's digress a little. Sibal's expansion into the forestry industry was not limited to the war with Cherny and Ilim Pulp. At the same time, options were considered for the takeover of the Arkhangelsk PPM, the Syktyvkar LPK - the most modern and profitable enterprises of the Russian timber industry. Judging by media materials, Sibal wanted to reconsider the results of privatization in Syktyvkar through the resuscitation of criminal cases against the former head of the republic, Yuri Spiridonov. But he didn’t have time - the shares of the plant were hastily sold to Anglo-American, which Deripaska simply had no reason to fight against. A few months later, a small newspaper-administrative war took place in the Kaluga region for OJSC "Kondrovo-bumprom". The then director did not name the enemy, but it can be assumed that Basic Element acted as such - there were simply no other candidates for takeover in the industry. The struggle for the Arkhangelsk PPM with the head of the Titan group, Vladimir Krupchak, is still going on sluggishly.

So, the general scheme of absorption of timber industry enterprises looked like this. Excitement of the reprivatization process (about the features - below), the return of shares to the state, the sale of shares at auctions to a number of their structures, a change of leadership with entry into the enterprise (by peaceful or forceful methods, depending on the situation), a powerful PR campaign of the results of the change of ownership (anti-crisis and positive ).

At the first stage, before the start of the active war for Kotlas, the approach itself was structured as follows: after an active "black" PR campaign in the media, a statement is received from a private person, who appears to be a minority shareholder of the said plant. This shareholder does not like certain actions of the company's management, and he requires a change of management. Moreover, in the future it often turns out that the plaintiff does not appear in the registers of the joint-stock company or does not even know where the given plant is located. Nevertheless, the court issues a court ruling in favor of this shareholder. Then, at the "X-hour", an employee of the owner-firm appears at the plant, having gone over to the side of the aggressor company, accompanied by bailiffs and the police, and, presenting a court ruling, overthrows the management of the enterprise. Very soon, after the change of old directors to new ones, the defector disappears: sometimes for a while to emerge later, sometimes forever. Further, on behalf of the new bosses, production workers are told about bright prospects: higher wages, the issuance of bonuses, taking care of the social sector, etc.

I will note right away: Deripaska's plans for the industry were serious. And he wanted to use this scheme, based on obvious abuse, on a large scale. It is a mistake to suspect the head of Sibal in the greenmail, that he went to the factories to blackmail the owners, in fact worked for compensation.

Deripaska's "forest" project was outwardly covered by a rather winning ideology - the interests of the state. It was this that should have allowed him to attract representatives of the administrative and political circles to his side. On one condition: everything had to be done quickly. Sibal did not succeed.

But let's return to our story and see how the BaseEl managers implemented the formula for entering IPE enterprises and how Ilim Pulp resisted the takeover.

So, Basic Element struck the first blow to the Ilim Pulp empire in December 2001. The start of the campaign was preceded by an intense series of publications in federal and regional media organized by KBE's PR specialists. The main theses were as follows:

from the Bratsk LPK, IPE managers are transferring liquid assets to a specially created OJSC "Central Control Commission", thus making BLPK its largest debtor;

Huge debts have been formed to the regional energy company, in which 40% of the shares are owned by the state;

IPE does not pay to local budgets;

IPE does not invest in the development of enterprises in the region;

Many government agencies have complaints about the IPE - the Ministry of Taxes and Levies, the Accounts Chamber, the Prosecutor General's Office, the RFBR, etc.

All this, Deripaska's PR specialists argued, caused enormous damage to the state, social sphere, workers, residents of the region, etc. In addition, some observers note that in key media outlets, possible PR responses from the IPE were “blocked”.

In parallel, an attempt was made to incite the above-mentioned state structures against the IPE. However, despite the support of Sergei Kolesnikov, deputy of the State Duma who collaborated with BazEl, who actively spoke at a meeting of the Interdepartmental Balance Commission under the FSFR on December 13, 2001, the situation in Bratsk did not interest either the FCSM, the RFFI, or the Ministry of Taxes and Tax Collection. Only the tax inspectorate of the Irkutsk region played on Deripaska's side, whose actions, however, did not bring any success.

Then it was decided to enter the Bratsk LPK according to the UI LPK model. The coincidences are almost literal: at the suit of a minority shareholder (owner of 2 shares), a decision is made in “his” court (one of the courts of Nizhny Novgorod) to reinstate the dismissed director. On December 21, 2001, Georgy Trifonov, who previously worked at Ilim Pulp, becomes it. There is only one novelty: the court decision prohibits the holding of the board of directors of the enterprise, which gives Trifonov a reason for being irreplaceable for the time BazEl needs. To consolidate the success, a press conference of the new director is being held, which promises a solid positive: the return of assets, the preservation of social benefits, an increase in wages, the merger of BLPK with UI LPK into a single production complex. The main message is: "Legal owners are restoring normal operations." To consolidate the situation, the next step is taken - letters are sent to Kasyanov, Patrushev, Gryzlov, Seleznev, Chaika, in which Trifonov justifies his actions by laws and decisions of the courts and announces socially significant goals. In all central newspapers - from Izvestia to Truda - the next day after entering, the relevant information appears in an organized manner. Taking into account that the next day's numbers are formed in the Main by 15:00, it can be assumed that BasEl published previously prepared texts in the press.

It should be emphasized that in terms of the time of the operation, the fraternal seizure was implemented more professionally: after changing the leadership on Friday, the new government received two days to study the documents obtained in the offices of the old directors and to think over their further actions.

BasEl firmly denied its participation, although employees of this structure, from top managers to PR specialists, took part in organizing the call. But, obviously, not without the participation of BasEl, there was a statement by the head of Vash Financial Trustee Vasily Boyko, who supported the takeover of the plant on behalf of the minority shareholders. By the way, later on, Boyko's firm will be used by Deripaska to buy shares in the Kotlas Pulp and Paper Mill.

For a while, Ilim Pulp was shocked. However, this is understandable: the company conducted its business calmly for 10 years, and was not a victim of such large-scale and illegal attacks. IPE managers had to look for a way out along the way. The board of directors "in exile", the information in the Irkutsk press about the letter from the workers of the Kotlas PPM to Putin, Mironov, Seleznev was hardly noticed by the PR specialists of "BasEl". But in vain.

But the IPE's legal answer turned out to be adequate. Within two weeks, the rulings of the higher courts of St. Petersburg, Vladivostok and Yekaterinburg recognized the rulings on interim measures of regional courts on claims of minority shareholders illegal, and also challenged the powers of the new management of the plant. On January 15, 2002, the Bratsk Arbitration Court recognized the actions of the bailiffs as illegal, and on January 16, representatives of Basic Element left the plant. However, one condition is stipulated: IPE must buy out Ust-Ilimsk LPK.

It is paradoxical, but true: the seizure of the Bratsk LPK and leaving it in this form became a strategic mistake of the KBE. It seems that the debts of Irkutskenergo were repaid, KBE eventually received money for the Ust-Ilimsk LPK. But the "Basic Element" showed that it: a) acts according to one method; b) loves illegal forceful methods and judicial acts and is confident in their "didactic" influence on the enemy. Deripaska. I was wrong: there was no need to start with a small - compared to Kotlas - Bratsk Combine (audited $ 180 million in foreign exchange earnings), all the more to resort to force. If he immediately seized the Kotlas Pulp and Paper Mill, the pearl of the IPE empire (even if by force), then after that Zakhar Smushkin's chances would be reduced to a minimum. There were also other "disadvantages": reputational ones that annoyed the business community - in the eyes of many, KBE became a notorious aggressor, not shying away from the methods of the mid-90s.

The most important "minus" was in the pause that had come - while BazEl was looking for new model call, IPE received almost six months of respite and was able to develop an effective defense tactics and PR strategy.

For the next three months, the sides prepared for attack and defense, respectively. As the further course of events showed, the IPE managed to prepare better. Avoiding the methods used by the team of invaders and adopting the consistent challenge of illegal judicial acts, wherever they were passed (and there were about 150 of them in different courts), the IPE demonstrated that results can be achieved in the legal field as well. A significant budget was determined for the implementation of the PR campaign, partners were selected (the Moscow agency Tainy Sovetnik, Mikhailov and Partners and several smaller ones). For PR support abroad, one of the best American agencies "Fleishman Hill" and PR-boutique "EMC" were chosen. An active response campaign began in the media in Russia and abroad. Subsequently, Ilim's PR campaign abroad will be recognized in the USA as the Best Foreign PR Campaign of the Year (an Oscar analogue for journalists). It was possible to draw the attention of the deputies of the State Duma, the Ministry of Economic Development (Gref), the Ministry of Finance (Kudrin), the Plenipotentiary Representative of the President of the Russian Federation for the Northwestern Federal District (Cherkesov) to the problem of redistribution of property by illegal methods.

At this time, "Basic Element" also conducted intensive training. The company changed the head of forest projects - the former director of GAZ, Viktor Belyaev, who participated in the capture of BLPK, leaves Deripaska. In his place is Nikolay Yarovoy, who previously worked in other structures of Sibal and friendly MDM. Yarovoy's specialization is the takeover of enterprises. Judging by further actions, several groups were involved in the “forest” project in KBE - lawyers, economists, security service, public relations service. However, the futility of the subsequent actions of "Basel" suggests that these groups did not coordinate their efforts, but acted on personal input, each in its own area.

The scheme developed in "Basic Element" this time was simple and promised real results. In addition, it guaranteed the aggressor company against financial risks - no matter what the outcome, the money spent on the purchase of shares was not lost (not counting the high costs of courts and "black" lobbying).

So, a certain minority shareholder, offended by the fact that the IPE does not fulfill its obligations, is filing a gigantic lawsuit. The IPE should obviously not have money on the accounts for this amount, therefore, the collection will be levied on the shares of the enterprise itself. According to the law, the foreclosure must first be imposed on funds, then on property and shares. The defendant is also given time to voluntarily execute the court decision. In the case of “Ilim”, which had money in its accounts, the foreclosure without notifying the defendant was immediately imposed on the shares. Based on this decision, the RFBR obliges the registrar to return the RFBR shares. Further, the RFFI sells these shares at auction on a commission basis - naturally, in favor of the new owner, who does not purchase them directly, but through 1-2 intermediaries. Naturally, shares are priced at a minimum value. Before the auction, a formal announcement is made so that no one can be accused of not knowing about the auction. As a result, the shares were bought for KBE by structures friendly to it. Representatives of the North-West branch of the RFBR claimed that information on the commission sale was presented on the official website of this branch of the foundation. However, it was not possible to find physical confirmation of this fact. Almost immediately after the sale, the site was put up for reconstruction. There were no publications in print media. Part of the money received by the RFBR is returned for the shares to the former owner, and the bulk goes to the plant to repay the damage caused by Ilim Pulp. Thus, BazEl receives the enterprise and returns its money.

For this, one thing is necessary: ​​at the moment the money arrives at the enterprise, there should already be new managers elected by the meeting of new shareholders - the general director, etc.

In this scheme, there was also a place for the former associates of Ilim Pulp. Former IPE shareholder, head of Promstroybank (PSB) Vladimir Kogan entered into an alliance with Oleg Deripaska. It was a strong move from BazEl. Through the PSB, money was to go for the captured plants.

In addition, for greater freedom of hands, a part of the working group "Basel", incl. Nikolay Yarovoy and Tatiana Survillo are taken to the reanimated company Promkonsaltinvest, allegedly hired by Basic Element (in December Survillo will call himself “legal advisor” to the new shareholders).

However, the general scheme of entry to the Kotlassk PPM and the Bratsk LPK (it is their shares that will be foreclosed) had strong "disadvantages".

First, as time has shown, Basic Element simply neglected to work with the local structures of the Arkhangelsk Region. As a result, everyone - the police, the prosecutor's office, the courts, the bailiff service, city and municipal authorities, most of the press did not provide him with the usual "help." BasEl found itself without the very support needed to take over the enterprise.

Secondly, Basic Element was not ready for the IPE to stubbornly and consistently defend its interests, not succumbing to pressure using administrative resources, threats and blackmail from the KBE.

Third, a number of important mistakes were made by the PR specialists of Basic Element. On the one hand, they did not expect resistance from the enemy, and on the other hand, they did not even expect that the IPE's campaign budget would be effective. The thesis base of KBE's PR specialists also turned out to be very static - protecting the interests of the state and "conscientiousness" in the acquisition of shares soon became boring for everyone. The dubiousness of the casuistry of legal constructions also did not play into their hands. The reason for PR miscalculations probably lay in the absence general program entry into IPE enterprises. It should also be noted that the IPE won in another way: it managed to establish open coverage of the conflict in the leading foreign media, organize hearings in the US Congress and thus shape the opinion of the Western business community.

Fourthly, Basic Element missed the initiative: since July 2002, it has always been second, acting in the position of justifying or catching up.

In April 2002, the courts of the city of Kemerovo received two claims - from the minority shareholders of the Kotlassk PPM and the Bratsk LPK. Someone Sergei Melkin and Oleg Rudakov, who became the owners of a dozen shares in the plants about a week before the trial, announced that IPE had violated their rights as shareholders, as a result of which they suffered damage. The reasons for each plant were different: in Kotlas, Ilim Pulp did not fulfill the investment conditions, and in Bratsk, it began unjustified restructuring. On April 25, the courts ruled in favor of the minority shareholders and ordered to collect over RUB 3 billion from the company. for Kotlas and 5 billion rubles. across Bratsk. Ilim had money to pay in its ruble and foreign currency accounts. The bailiffs, without notifying the defendant, adopted a resolution to foreclose on the shares of enterprises. As a result, at the end of May - June, 83% of the shares of BLPK and 61% of the BCCM were arrested, returned to the RFBR, then sold to the Baltic Financial Agency and the investment company Zelenyi Mys (affiliated with Vladimir Kogan and Vasily Boyko, respectively). The shares were purchased in favor of a pool of new owners - Basic Element, Continental Management, Banking House Saint Petersburg. This allowed their representatives to assert that more than 60% of the shares belong to the mentioned companies and that Ilim Pulp is only a minority shareholder. In turn, the head of the IPE Zakhar Smushkin says that his company owns 94% of the shares of KPBK.

In the course of the implementation of this scheme, one serious mistake was made: the bailiffs did not notify the debtor about the beginning of the enforcement proceedings. Later, Ilim Pulp used this fact in the courts. The cases in Kemerovo were carried out with flagrant violations of the law, which are listed in the protest of the chairman of the court, Mr. Vyunov. In particular, the defendants were not notified of the process. The case took place in their absence in a meeting in absentia.

The court did not examine any evidence. The defendants were not procedurally entitled to file such claims. The case was considered in record time, a week after Melkin and Rudakov bought a dozen shares of the enterprise. Subsequently, Judge Yuferov, who made the decision, was removed from office by the qualification board. In an interview with Vedomosti, the Chief Justice of the Supreme Court indicated that the case had been transferred to the prosecutor's office to initiate a criminal case. This is a unique case for Russia. In Kemerovo, in the spring of 2003, a more general large-scale fraud case involving the sale of shares in the mills was initiated.

The main stage of the confrontation, which stretched out into the second half of 2002, was waged in the genre of trench warfare. The relationship was built according to the scheme: lawsuits - retaliatory courts, loud statements in the press, attempts by both parties to use the thesis "they switched to forceful methods."

The lawsuits were based on the principle "we already have our decision on your decision." At the same time, if the KBE acted with the methods of working with the courts, which were customary for the aggressor, the IPE, when challenging many judicial acts, remained within the law. The decisions of the courts were in various regions - from Ossetia to the Far East. The event is dull, but costly. If we take into account that the total number of court proceedings in this case exceeded 150, it can be assumed that the costs of legal support, business trips to exotic regions (Dagestan, Kemerovo, etc.) required significant costs, which amounted to millions of dollars.

The costs of the parties to the war varied depending on the stage of the conflict. Initially, as in any war, there was the effect of a planned surprise attack, which caused significant damage to the defense. At this stage, the attacking side suffered less losses. When the effect of surprise disappeared and Ilim's victories in appeals appeared, the costs of the parties became practically the same. At present, given Ilim's victories in the courts in cases involving registrars and the RFBR, and challenging the results of “alternative” meetings held by BasEl, it is most likely that BasEl incurs high costs. The most interesting in technology attempts to capture and defend enterprises were the following points.

First. History with registries. The register of KPPM was located in the St. Petersburg Central Registration Company (PCRK), with which the contract for maintaining the register had expired. PCRK is controlled by Mr. Kogan and was appointed as a registrar while he was a shareholder in Kotlas and Bratsk (he subsequently sold his shares to Ilim). On June 3, IPE terminated the contract for maintaining the register with it and started a new register in the Energoregistrator company, declaring that the previous register was lost. In fact, on June 4, the "old" register is transferred to the Central Moscow Depository. Ilim Pulp is seeking a ban on operations with the PCRK registry in court. There are two registers - each side has its own.

BasEl “works” with the Federal Securities Commission (FCSM), and in mid-August its head Igor Kostikov makes a biased statement about the correctness of BasEl’s actions. Moreover, he accuses IPE of attempted bribery, and a little later, by the decision of the Federal Commission for the Securities Market, he is trying to revoke Energoregistrator's license. In court, Energoregistrator manages to defend its rights. According to some reports, in the court session the interests of the FCSM were represented by lawyers associated with the KBE.

Second. Protection of the Kotlas Pulp and Paper Mill. For almost 400 days, representatives of "Basel", "Continental Management" and "Banking House" Saint Petersburg", Members of the newly elected board of directors cannot carry out a forceful seizure of the plant. Ilim Pulp does not physically let them go there. BazEl cannot receive military support mainly because it does not really have normal, clear reasons for "entering" and it failed to subordinate (corrupt) the local authorities.

On December 25, 2002, representatives of Continental Management and Promkonsaltinvest arrived in the city of Bratsk, as well as employees of the security bureau of the Banking House Saint Petersburg and the private security company Berkut, who on December 26, accompanied by bailiffs, tried to enter the territory plant management. The General Director of Promkonsaltinvest, Mr. Yarovoy, presented to the bailiff service of the city of Bratsk a writ of execution issued in accordance with the ruling issued by the Arbitration Court of the Republic of Adygea on the complaint of a certain citizen of Gutta against citizen Chuts (both persons were not shareholders of the BKH). In support of the claim, the court issued a ruling in which the general director and the board of directors from Ilim were prohibited from performing their functions. However, on November 11, 2002, the Adygea Arbitration Court canceled the above-mentioned determination and revoked the writ of execution. On January 16, 2003, the prosecutor's office of the city of Bratsk initiated and is currently investigating a criminal case under Art. 203 p. 1 of the Criminal Code ("abuse of authority by employees of private security and detective services"). Also on January 27, 2003, a criminal case was opened by the Investigation Department at the Internal Affairs Directorate of Bratsk under Art. 159, clause 3 of the Criminal Code of the Russian Federation (“fraud”). The case is also currently being investigated.

Also, one should not underestimate the active role of the labor collective, which remained on the side of the IPE management throughout the entire conflict. BazEl launched an extremely aggressive PR campaign in the region, but did not take into account the peculiarities of the local mentality, and turned the local media against itself. Leaflets and "clones" of local newspapers with outright "chernukha" hit on the image of "BazEl" itself.

Third. Working with foreign media. Ilim Pulp is organizing the arrival of a pool of correspondents of the world's leading mass media to the BCPM. And he achieves maximum publicity of the situation abroad, and in essence the Ilim case becomes a “case” (studied at Harvard, Chicago Universities. World Bank). The involvement of independent foreign media broke the information blockade inside Russia and helped create a high-quality information field. The Ilim press pool includes The New York Times, The Wall Street Journal, Bloomberg, Austrian Television, Financial Times, France Press, Moscow Times, Frankfurt? angemeine "," Russia journal "and others. For BaseEl, foreign media are an anti-resource, they are independent, they cannot be subordinated to their interests. Now BaseEl's efforts are aimed at trying to partially block this resource. Specialists were selected whose purpose of work is to make claims to foreign media outlets. Examples are the case against Frankfurter Angemeine and the conflict with Russia Journal. BazEl's attempts to bring another pool from Russian journalists, and Oleg Deripaska's press lunches for foreign journalists, do not remove the negative effect. The tone of most foreign materials is anti-Basel.

Fourth. Blocking with opponents of Oleg Deripaska. Apparently, Zakhar Smushkin temporarily joined forces with Vladimir Potanin. The basis for rapprochement is the elections in Krasnoyarsk. Anti-Bazel articles and messages from the Ilim Pulp press service regularly appear in Izvestia.

Fifth. Mutual blocking of each other in the media. Over the summer, Basic Element and Ilim Pulp literally cut off oxygen to each other in print and electronic media. Apparently, they are placing blocks on top of each other - most newspapers stop printing materials on this topic altogether. The mouthpieces of the parties until the very end remain: "BazEla" - "Nezavisimaya Gazeta", Days .. The Vek newspaper publishes a fake interview with Zakhar Smushkin (the newspaper apologizes, and then goes bankrupt), a fake letter from G. Gref to Ilim "Addressed to the president. Only "Kommersant" and "Vedomosti" follow the events with the due degree of impartiality. After a number of plots (TVC), television leaves the topic. Characteristically, no one publicly stands up for BazEl, except for Vladimir Zhirinovsky. The situation in the regional press is also unstable - in the Arkhangelsk region, by December, even the devoted IPE Pravda Severa begins to stage Bazel materials; in the Irkutsk region, IPE concludes long-term contracts with a number of local media outlets, and scandalous topics leave their pages.

Sixth and last. The position of the deputies of the State Duma and Federation Council. Initially, Basic Element uses MPs in the traditional manner: for commenting in the right key current events and for filing parliamentary inquiries about the IPE. Ilim Pulp took a slightly different path: it is the first to invite a group of deputies to Kotlas, initiating an open parliamentary investigation of the situation. Interesting moment- in the Committee on Natural Resources and Environmental Management, its chairman, Alexander Belyakov, openly defends the interests of Ilim Pulp, and his deputy, Konstantin Remchukov, defines the PR strategy in Basic Element. Deputy V. Lekareva and a number of representatives of the Liberal Democratic Party (LDPR) are actively on the side of "Basel". Remchukov's party colleague in the Union of Right Forces, Grigory Tomchin, chairman of the State Duma Committee on Economic Policy and Entrepreneurship, also opposes the KBE. An active attempt to deal with the situation is being made by State Duma deputy, chairman of the property committee Viktor Pleskachevsky. In May 2003 V. Pleskachevsky held open parliamentary hearings devoted to the problem of redistribution of property in general, proclaims the need for reform aimed at specifying legislation. In the fall, the Property Committee will adopt the report of the working group on the Ilim case.

Trying to turn the tide, representatives of "BasEl" are actively speaking in the Duma, on the commission in the Federation Council. Senator from the Samara region (working at BaeEle), former vice-president of Sibal, German Tkachenko, is trying to organize a new check on the IPE's compliance with investment conditions. "BazEl" actively engages Senator A. Sargsyan from Khakassia.

Judicial-legal battles were sometimes animated by episodes of the following kind. So, in mid-October, an attack on the IPE lawyer Chernyshev takes place. Observers associate this with the case that this lawyer is pursuing in the Arbitration Court of St. Petersburg. At the beginning of November, Deripaska's PR people make an attempt, without much success, to "hang" on Ilim the fresh murder of the director of a subsidiary of Promstroybank.

The end of November - December was the time of a series of judicial victories for Ilim Pulp. At first, he challenges in court two main points on which Basic Element's defense system was based. Firstly, the Kemerovo court overturned the decisions on the basis of which the shares of the KPPM and BLPK were withdrawn from the IPE, and the Moscow Arbitration Court declared illegal the actions of the RFFI on the sale of BLPK shares. Secondly, by another decision of the Kemerovo court, a ruling was made to reverse the judgment on Kotlas. That, in accordance with the norms of the Code of Civil Procedure of the Russian Federation, assumed the return of IPE shares of the Kotlas PPM. Attempts by "Basic Element" on New Year's Eve to carry out the physical seizure of the Bratsk LPK again did not lead to anything.

In January 2003, Ilim Pulp even tried to go on the offensive. However, due to the lack of a unified program and concept of countering BasEl, IPE managers decided, apparently, to follow the path of two other enemies of Oleg Deripaska - Anatoly Bykov and Mikhail Zhivilo. A lawsuit was filed with the London Arbitration Court against companies representing KBE. The subject of the proceedings is an agreement of December 30, 2001, according to which the structures of Basic Element sold a controlling stake in Ust-Ilimsk LPK to Ilim Pulp. Recall that in accordance with additional agreements, the IPE opponents promised to withdraw the managers from the plant, compensate for the damage from their activities and not engage in the timber business in the Irkutsk region for two years.

The claims were the same as a year ago: "KBE withdrew assets from UI LPK, caused damage for more than twenty million dollars, and the company itself was actively involved in the LPK region."

However, it should be assumed that the appeal to the London court was more of an ordinary PR-action aimed at attracting the attention of the world community.

It can be assumed that the success of Anatoly Bykov in Switzerland and the trial by Mikhail Zhivilo, which had not yet ended, pushed Zakhar Smushkin to the court appeal. It is possible that the London affair nevertheless has a chance of success for Ilim.

In early February, the IPE won a new tactical victory. The Arbitration Court of St. Petersburg declares void the transactions on the RFFI's sale of shares in KPPM and BLPK to the Baltic Financial Agency, which acted in the interests of Oleg Deripaska and his partners.

In March, the IPE takes the next step - it announces the transfer to a single share and the inclusion of the issue of the merger in the agenda of the annual meetings of shareholders scheduled for the second half of April. This was reported in the newspapers Kotlassky wallet and Trudovaya Koryazhma. Three weeks later, Basic Element gives a symmetrical answer - Kommersant publishes the “correct” announcement from the “legitimate board of directors of OJSC Kotlas PPM” to hold similar meetings of shareholders on the same days, but in different places. The KBE's position was traditional: the minority shareholder did not coordinate his actions with the owner of the controlling stake, incorrectly indicated the place of the meetings and, of course, the name of the registrar - instead of the CMD, there should be Alpari and the PCRK.

At the same time, the mouth of the head of "KM" Nikolai Makarov makes a hint that the IPE is simply bargaining for business. "We have been constantly negotiating to buy their business since the end of 2001, and the whole question is only about the price." Makarov once again stated that the controlling stakes in KPPM and BLPK belong to Continental. All this looked like a trade for a business, but this time from the side of Basic Element.

"Basic Element" made a last attempt to use the usual thesis "interests of the state" in connection with the current situation. However, the weight of Vladimir Zhirinovsky, whom they attracted, was not enough. Deputies, incl. 61 people from the "Unity" faction did not support his proposal to ask the state about everything that happened.

The results of such a vote are quite understandable - it was not only the results of IPE's activities in the State Duma in covering the situation that affected not only the fatigue of BazEl's statements that had set the teeth on edge, whose “statist” approach to business began to raise more and more questions. A fatal role was played by the position of "Unity", which broke up with Oleg Deripaska during the elections in Krasnoyarsk. Then, contrary to these promises, United Russia members did not support Deripaska's protege Alexander Uss.

The PR-campaign of "Basel" went on and on. The accusations of double standards and corruption of local law enforcement agencies were sounded by BaseEl in May as well. This time, the target turned out to be the regional arbitration court, which considered the claim of the minority shareholder against the decision of the meeting of the Bazel members, but refused to consider the claim of the minority shareholder "from KBE".

Throughout June, "Basic Element" once again tried to play the usual triad "state-officials-offshore". But the materials trying to show Valentina Matvienko's dislike for Zakhar Smushkin's company and to draw the attention of government agencies to a number of officials who allegedly help the IPE did not have due success. There was no response either to the message that Ilim Pulp had allegedly already begun the withdrawal of the liquid assets of KPPM and UI LPK offshore.

In the meantime, IPE managed to take the first, but very important step towards the implementation of its plan - the transition to a single share. On June 17, at all enterprises of the group, the deadline for filing demands for the buyback of shares by shareholders who did not wish to exchange their securities for shares of the Ilim-Timber Industry OJSC, which was being created, expired. Thus, in less than a month, the IPE actually managed to implement the decision of the meetings of shareholders of BCC, CCM and BKH, held on April 21, 22 and 26. The plans include a general constituent meeting and registration of the first issue of shares of the new JSC ...

Basic Element tried to develop the theme of the departure of a number of top managers from the IPE, injecting a rumor about a split between Smushkin and the Zingarevich brothers. Then he tried to play on the departure of a number of Ilim Pulp top managers. But from the point of view of methodology, it was a continuation of the war dragging on for a year, waged on the principle "a fool is a fool himself." The principle is a dead end and does not lead to victory.

Recently, the IPE press service announced the signing of a contract with Timberjack for the supply of equipment to the BCPM. A little later, information appeared about IPE reporting in accordance with IAS standards - an openly solemn manifesto of the company's transparency, IPE began a corporate governance reform, for the implementation of which lawyers were hired who carried out a similar reform for the FCSM.

On the same day, a new feuilleton about Smushkin was posted on the SotPRomat.ru website in a manner typical for materials written on some “hot” topics for “BazEl”.

On July 2, Ilim Pulp put another fat point in this case. The Federal Arbitration Court of the Moscow District confirmed the legality of the decision of the Arbitration Court of Moscow dated February 18, concerning the registers of shareholders. Thus, the actions of the PCRK with the shares of Kotlas Pulp and Paper Mill and OJSC "Bratskkompleksholding" were once again declared illegal. The IPE representatives almost announced their victory. And already on July 15, 2003, the Supreme Arbitration Court issued a ruling on the refusal of the PCRK ("BazElu") to transfer the case to the Presidium of the Supreme Arbitration Court, which states that "there are no grounds for re-evaluating the conclusions reached by the courts when resolving the dispute." A word for the FCSM, which by law is obliged to obey the will of the courts, especially the Supreme Arbitration Court.

P.S. At the end of June, a rumor spread across Moscow that Oleg Deripaska and Zakhar Smushkin had allegedly agreed on everything and that Ilim Pulp was selling part of the business to BasEl. However, the authors of this rumor were clearly in a hurry. Already on July 1 at the international conference "Corporate takeovers in Russia" Zakhar Smushkin announced that the practice of hostile corporate takeovers is unacceptable for Russia and that "it is necessary to change the mentality of Russian business." The head of the IPE was definitely supplemented by Gref's deputy Andrei Sharonov, who said that the “wave of hostile takeovers” reduces the country's investment attractiveness. The addressee of the hint was clear to everyone ...

According to experts, negotiations can only be about “surrender” of the situation on the part of KBE, of course, with the payment of some compensation by “Ilim Pulp”. Its size is $ 50-70 million. After all, Deripaska spent at least $ 50 million on the attack, but he is not used to retreating without profit, and he does not really want to lose the face of an invincible "raider". On the part of the IPE, when signing an agreement on the settlement of the conflict, caution should be shown: once Deripaska has already broken his promises.

The upcoming elections are also influencing the situation: who knows how things might turn out? After all, under the same president there will be a completely different Duma ...

And the last thing. The conflict has demonstrated to all of us that our country is changing and changing in a positive direction. 3-4 years ago IPE would hardly have been able to defend its interests by legal means, and by any other means ... Let's hope that the only outlined positive dynamics in the development of corporate relations will continue and Russia will become a truly civilized country.