Monetary shareholder. Minority shareholders: problems and risks for controlling persons. See what "Minority Shareholder" is in other dictionaries

Minority shareholder is a minority shareholder in a company.

Minority shareholder: rights and their protection, repurchase of shares, consolidation and splitting of shares, TNK BP and Rosneft

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Minority is, definition

Minority is minority shareholder. Usually minority shareholders are those who have less than half of the shares and, in fact, his opinion has no decisive action, they have the right to receive dividends, have complete information about the company, and participate in meetings.

Minority is shareholder of a company (individual or legal entity), which has a small share of shares in this company, which does not allow him to directly participate in its management. A small proportion of shares in this case means that their number is less than half. This package is also called "non-controlling."

The minority shareholder (minority shareholder) is a company’s shareholder (individual or legal entity) whose shareholding does not allow him to directly participate in the management of the company (for example, by forming a board of directors). Such a block of shares is called "non-controlling."

Minority isshareholder of a company whose share of shares is insignificant in order to make a decision in their own interests. Such a shareholder can be either one person or an entire company. A small percentage of shares formally means less than half of the shares. Principal decisions - decisions related to the selection of the board of directors, change.

A shareholder of a company (individual or legal entity) whose shareholding does not allow him to directly exercise his right to participate in managing the company (for example, by forming a board of directors).

Minority is minority shareholder, minority shareholder (a shareholder belonging to the group of shareholders who owns a minority of votes in the joint-stock company).

Minority is such a person who has a small share of the block of shares of the organization, enterprise, which does not allow him to be on the board of directors and directly manage the company itself. There is an opportunity to receive dividends and not suffer significant damage.

The minority shareholder is an individual or legal entity with a minimum right to other shareholders. But in any case, legislation provides minority shareholders with a sufficient amount of rights in order to be able to influence the organization. Therefore, the owners of large corporations are more likely to become afraid of the so-called “corporate blackmail”, when a minority shareholder can paralyze the company’s activities with the help of the court.

Minority (minority shareholder) is a company shareholder owning a small stake that does not allow him to directly participate in the management of the company. The rights of minority shareholders are protected by the law of the Russian Federation “On joint stock companiesoh".

A minority shareholder is a person on whom nothing depends on business (investments) - a shareholder owning a non-controlling interest.

Minority Rights

let us examine who such a minority shareholder is and what rights he has with respect to the organizations he invests. The minority shareholder is not involved in the direct management of the company and because of this, it is not so easy for him to deal with the opinions of shareholders who have a controlling stake (KPA). Almost minority shareholders have the following rights:

Receipt of dividends;

Getting part of the funds after the liquidation of the company;

Obtaining full information about the activities of the company;

The right to purchase additionally issued shares to protect against package erosion;

The right to demand from the majority shareholders to redeem their assets at the market price if the minority shareholder voted against the main decisions of the shareholders.

But the same Law stipulates that after the main shareholder has 95% of all the assets of the company, he has the right to force the remaining shares to be sold to minority shareholders.

Protecting the rights of minority shareholders

To protect the rights of minority shareholders, the legislation of most countries provides for cumulative voting. Unlike traditional voting (one share - one vote - for one candidate per seat), cumulative voting is based on the principle of cumulative selectivity. This principle means that the number of votes that one shareholder has (one vote - one share per number of seats on the board) can be cast for one candidate.

Since the minority shareholder is not involved in corporate governance, it is difficult for him to directly counteract the shareholders owning a controlling interest if they decide to somehow reduce the value of the shares of the minority shareholder (for example, by transferring assets to another company in which the minority shareholder does not have a share, or by additional issue shares). Therefore, the laws of most countries provide for special rights for minority shareholders.

Russian legislation includes measures to protect minority shareholders:

Three quarters of the votes of the participants in the meeting of shareholders are required for some corporate decisions (and the law allows for some of them to set a higher threshold in the charter), changing the charter, reorganizing or liquidating the company, determining the number and value of shares in the issue, purchasing the company own placed shares (sub . 1-3, 5, 17 p. 1 article 48 of the law of the Russian Federation "On joint-stock companies")

Approval of a major transaction with property, the value of which amounts to more than 50 percent of the book value of the company's assets (ibid., Clause 3 of article 79);

Decrease share capital companies by reducing the nominal value of shares;

In case of acquisition of more than 30% (and then 50%, 75% and 95%) of shares, the acquirer is obliged to offer the remaining shareholders to redeem their shares at a price not lower than the calculated price (ibid., Clauses 1, 4 of article 84.2, 84.7) ;

A shareholder owning at least 1% of the shares may file a lawsuit on behalf of the company against the management of the company, which caused losses to the company through its actions or inaction (ibid., Para. 1 clause 5 of article 71);

A shareholder owning at least 25% of the shares has the right to access accounting documents and minutes of board meetings (ibid., Clause 1 of article 91).

Forced repurchase of shares from minority shareholders

The laws of many countries provide for the possibility of a forced redemption by a major shareholder of the remaining shares of minority shareholders after this shareholder purchases almost all of the shares (in Russia - 95% of the shares).

Forced repurchase of shares or squeeze-out (from the English squeeze out - “crowding out”, “squeezing out”) - the procedure for the mandatory sale of shares of minority shareholders (without their consent) to a large shareholder as provided for by the legislation of some countries as the final stage of the acquisition of shares in a joint-stock company, carried out through a voluntary or mandatory offer procedure, as a result of which such a major shareholder acquired a dominant stake (usually at least 90-98% of the share capital, depending on specific legislation).

A mirror image of the right to squeeze out is the right of minority shareholders to sell out (the right to demand the repurchase of shares of minority shareholders mandatory for a major shareholder if the latter so wishes). It is granted to minority shareholders under the same conditions under which the right to squeeze out comes with large shareholders.

From point of view economic feasibility forced repurchase of shares is considered as an opportunity to complete the process of consolidation of shares of a joint stock company in the hands of one shareholder or several shareholders affiliated with each other on conditions that are most beneficial for both the acquirer and minority shareholders. The logic in this case is that, on the one hand, in large joint-stock companies, a person seeking to take control of a company through the consolidation of its shares has practically no chance to buy all shares, even if a favorable price is offered (if only by virtue of the presence of "dead souls" in the registry). On the other hand, when a large shareholding is concentrated in the hands of one shareholder, the liquidity of such shares decreases sharply, and it is almost impossible for minority shareholders to sell their shares at a bargain price on the public market. Tight control over the forced repurchase procedure and transaction pricing allows you to take into account the interests of both parties.

Consolidation and splitting of shares for minority shareholders

During the consolidation process, two or more shares of the company are converted into one new share the same category (type). At the same time, the nominal value of each share increases due to a reduction in the total number of shares, and the amount of the authorized capital remains unchanged; in the process of splitting, one share of the company is converted into two or more shares of the company of the same category (type). At the same time, the nominal value of each share decreases due to an increase in the total number of shares, and the amount of the authorized capital also remains unchanged.

Consolidation and splitting of the placed shares is carried out by decision of the general meeting of shareholders. The decision on the issues of consolidation and splitting of shares is referred to the competence of the general meeting of shareholders. Such decisions are made by a majority vote of shareholders holding voting shares of the company participating in the meeting. The decision on the consolidation or splitting of shares is taken by the general meeting of shareholders only at the proposal of the board of directors (supervisory board) of the company, unless otherwise provided by the charter of the company.

If during the consolidation of shares the acquisition by a shareholder of a whole number of shares is not possible, parts of the shares (fractional shares) are formed; a fractional share provides the shareholder - its owner with the rights granted by the share of the corresponding category (type) in an amount corresponding to the part of the whole share that it is (see the commentary to this article). This excludes the possibility of the company by using the mechanism of consolidation of shares to get rid of minority shareholders, i.e. shareholders holding a small number of shares.

In accordance with the commented article, both in consolidation and in the splitting of placed shares, the company’s charter changes accordingly with respect to the nominal value and the number of placed and declared shares of the company of the corresponding category (type). Making such changes to the charter of the company is carried out by decision of the general meeting of shareholders (see commentary to this article).

For the purpose of reflecting in the company's charter the total number of shares placed, all placed fractional shares are added up. In the event that as a result of this a fractional number is formed, in the company's charter the number of shares placed is expressed as a fractional number.

Corporate blackmail of minority shareholders

Since the amount of rights granted by law to a minority shareholder with a small share in the company (often only 1%) is quite large, minority shareholders can engage in so-called “corporate blackmail” (“greenmail”) - requirements for the repurchase of their shares at a higher price, threatening to paralyze the work company lawsuits demanding the exercise of their rights.

How the Society for the Protection of Minority Shareholders Originated

Prosperity Capital Management was in the top 50 leaders of the Bloomberg hedge fund rating, ahead of many global stars. The company manages $ 4 billion, being the largest investor in Russian assets. Although her story began only with $ 25 thousand invested by a former Swedish diplomat. Prosperity is always ready to defend the interests of investors in the courts and rightfully retains the status of the most implacable minority shareholder in Russia.

Matthias Westman trained in the special forces of Sweden and prepared to repel the invasion of the Soviet Union during the Cold War. He was a cadet at a school of translators, where he was taught to interrogate captured Soviet soldiers. “We were trained to receive information from Russians, what we are doing to this day,” Westman said in an interview with Bloomberg. After he worked at the Swedish embassy, \u200b\u200bhe did not have to interrogate captured soldiers: Soviet Union fell apart, and Russia embarked on the path of capitalism closer to him. After the collapse of the Union, Westman joined the corporate sales department of the Swedish broker Hagstromer & Qviberg. Then he managed to find out that in 1993 privatization of Surgutneftegaz would begin. He spent all his savings (about $ 25 thousand), investing them in securities of this company. Investments paid off in six months, turning into half a million. “There was no turning back,” Westman jokes.

After that, he got a new job in the Russian department of the investment bank Alfred Berg, which was part of the ABN AMRO group. However, he did not work there for long and already in 1996 organized Prosperity Capital Management (PCM). His partner was Paul Leander-Engstrom, ex-colleague at the embassy, \u200b\u200bwho by that time had worked as co-director of Brunswick Capital.

Matthias Westman made a ton of money on Russian privatization.

The youngest minority shareholder in history

At one time, Matthias Westman worked with the 19-year-old specialist of the Lenstroymaterialy St. Petersburg brokerage company, Alexander Branis, who was trying to sell him shares of companies from St. Petersburg. Despite his young age, he had some professional experience. True, the Northern Finance Company, in which he had worked before, closed. However, such trifles did not prevent the young financier from building a career for which he left the university. Branis's unprecedented interest in the market is confirmed by the fact that at the age of fifteen he resold vouchers for the holidays, and also invested his parents' checks. At that time, few people looked at the “crusts”: the desire to understand the emerging market was more important. Westman appreciated Branis' talent and in 1997 he offered him the position of analyst of the recently appeared Prosperity. Despite the obvious possibilities, the move fell on one of the most difficult periods in the life of the Russian market. In 1998, the company almost went bankrupt: foreign investors ran out of it, as a result of which the assets under management collapsed from $ 250 million to $ 35 million. But the fund managed to hold on and regain its position, and Branis not only headed the Moscow office, but also became a director and partner .

Minority war with Chubais

After the reorganization of RAO UES, Alexander Branis not only served on the boards of directors of large companies, but also had access to officials of the highest rank. Since the beginning of zero PCMs, large foreign funds such as Hermitage Capital Management, Unifund, UFG owned almost a third of the shares of RAO UES and risked significant losses from reorganization of the energy sector. The fact is that the management of the energy holding led by Anatoly Chubais proposed to sell all the power plants separately, which was beneficial for volatile consumers (for example, aluminum producers such as Oleg Deripaska). Metallurgists would cheaply buy electricity producers, whose consumers themselves were. The position of the funds and Alexander Branis was reduced to the fact that the assets of enterprises allocated from RAO UES should be proportionately divided between all the shareholders of the holding.

Anatoly Chubais more than once had to argue with Alexander Branis

The conflict was so fierce that funds led by Alexander Branis demanded the resignation of Anatoly Chubais. The situation was resolved only after the involvement of the head of the Presidential Administration, Alexander Voloshin (not without the participation of Vladimir Putin). RAO management made concessions and involved minority shareholders, including Branis, in the process of reforming the energy holding. The final decision took into account the interests of the funds: the holding's assets were divided into the Federal Grid Company (FGC UES), the system operator and generation companies. And Prosperity, which previously owned a stake in RAO UES, became a minority shareholder of a whole “bouquet” of electric power enterprises.

Yukos - the unification of minority shareholders

In order to unite the efforts of minority shareholders, in 1999, together with other investors, Prosperity entered into a new organization - the Association for the Protection of Investor Rights (IPA). At that time, Menatep Mikhail Khodorkovsky forced minority shareholders Yuganskneftegaz, Samaraneftegaz and Tomskneft to exchange their shares for Yukos shares with extremely unfavorable ratios. Nothing could be done about Yukos, but the IPA’s activity led to the fact that other oil holdings, during consolidation, no longer risked “throwing” shareholders of subsidiaries.

Alexander Branis defends his interests extremely competently and firmly, while always staying within the law. One of the most famous was the lawsuit against Surgutneftegaz. In March 2004, the funds, together with the IPA, filed a lawsuit demanding that they be recognized as treasury and redeem 62% of Surgut's shares, which were on the balance sheet of its subsidiaries.

Alexander Branis runs other people's money all his life

Such a step would mean a significant increase in the share of the remaining shareholders of the oil giant and could drastically reduce the influence of co-owner and head of Surgutneftegaz Vladimir Bogdanov. There would also be a question of redistributing the company's huge savings, which are now valued at $ 28 billion. As a result, the court sided with the management, but the story turned out to be quite high-profile and once again confirmed Prosperity's tough reputation. The list of Prosperity’s actions is very wide: the fund argued with Severstal owner Alexei Mordashov over the withdrawal of the Karelian pellet, sued TGK-2 minority shareholders for senator Leonid Lebedev, complained to the president about the offer of businessman Mikhail TGK-4 Prokhorova, joined the lawsuit against the merger of Uralkali and Silvinit because of a low rating of preferred shares of the latter, wrote a letter to the president asking him to privatize and increase the capitalization of Transneft, which, in their opinion, “was engaged in soviet propaganda"Instead of paying dividends.

Rosneft and the offer with shares of minority shareholders

A new Prosperity target could be a deal between AAR and Rosneft, as the head of the latter, Igor Sechin, made a skeptical statement about the prospects for an offer to minority shareholders of TNK-BP. Now in the portfolio of the Prosperity Voskhod fund, the shares of the oil company occupy 5%. “Rosneft really has no legal obligation to make an offer under Russian law. However, it would be logical for the company to eliminate a minority presence in the corporate structure after the acquisition is completed, and PCM expects Rosneft to do this, ”the Prosperity Voskhod report says. Despite this, Branis believes that corporate disputes are not what he wants to do, and he would prefer to think about a portfolio.

The Case of Khodorkovsky, Lebedev and Krainov

A formal reason for starting an investigation by the Prosecutor General’s Office against Yukos and its owners was a request by State Duma deputy Vladimir Yudin about the legality of privatization of the Apatit mining and processing plant (Murmansk Region) in 1994 by commercial entities controlled by Mikhail Khodorkovsky and his business partners.

A few days later, a criminal case was opened on tax theft and tax evasion by structures controlled by the Yukos oil company, from which dozens of criminal cases were subsequently “budded” against individual employees of the company.

The first month the investigation was conducted in conditions of increased secrecy, and the investigation became known only on July 2, 2003, when Platon Lebedev, chairman of the board of directors of the International Financial Association Menatep, was arrested.

After the arrest of Platon Lebedev, events developed rapidly, and reports of new charges and searches were received weekly. The investigation of Lebedev himself was completed in just two months. At first he was accused of embezzlement of a 20% stake in Apatit OJSC, then a number of charges were added.

After some time, Yukos itself was accused of tax evasion through various tax optimization schemes. Enhanced tax audits over several years followed. According to senior Yukos managers, the total amount of arrears and fines exceeded the company's revenue over the years. According to the Ministry of Taxes and Levies, the real revenue of Yukos was much more than the declared.

At first, the Prosecutor General’s Office didn’t really bother Mikhail Khodorkovsky himself - he was only several times interrogated as a witness shortly after the arrest of Platon Lebedev, and then left for a long time alone. But already in the fall of 2003, unambiguous hints about the existence of serious claims against Khodorkovsky began to come from the prosecutor's office.

On the morning of October 25, 2003, Khodorkovsky’s plane bound for Irkutsk landed for refueling at the Novosibirsk airport. As soon as the plane stopped, it was blocked by the FSB. On the same day, Khodorkovsky was taken to Moscow, brought to trial and was placed in the Sailor's Silence Detention Center.

The investigation into the Khodorkovsky case was also completed in a record two months. Claims to him completely repeated what Platon Lebedev had previously been accused of - embezzlement of someone else’s property, malicious failure to fulfill a court decision that has entered into legal force, causing property damage to owners by fraud, tax evasion from organizations and individuals, forgery of documents, misappropriation or embezzlement of another's property by an organized group on a large scale.

According to the investigation, which the court subsequently agreed, Mikhail Khodorkovsky and Platon Lebedev created an organized criminal group in 1994 in order to trick the shares of various enterprises (fraud) and then sell the products of the Apatit plant at low prices to controlled intermediary firms, which, in turn, sold them already at market prices (causing property damage through fraud or breach of trust). In addition, they were charged with tax crimes.

In addition to committing economic crimes, a number of Yukos employees have been accused of organizing several murders. For example, according to the prosecutor’s version, Yukos security officer Aleksey Pichugin organized the assassination of Nefteyugansk Mayor Vladimir Petukhov in 1998, at the direct direction of Yukos Board Chairman Leonid Nevzlin.

Soon after the arrest of Mikhail Khodorkovsky, the Russian Prosecutor General’s Office launched a “general offensive” against Yukos, charging various employees of the group’s organizations. By May 2005, the list of defendants in Yukos cases had already exceeded 30 people, most of whom, however, were abroad and unattainable for investigation.

The trials of Platon Lebedev and Mikhail Khodorkovsky began in April 2004, then they were combined, and in essence the trial began in July 2004.

According to the decision of the Moscow City Court of September 22, 2005, the guilty verdict against Mikhail Khodorkovsky, Platon Lebedev and Andrey Krainov, issued by the Meshchansky court of Moscow, entered into force. The Moscow City Court ruled out only one episode and reduced the sentence to Khodorkovsky and Lebedev by one year to eight years in prison.

Khodorkovsky was sent to a penal colony in the Chita region, and Lebedev - to the Yamalo-Nenets autonomous okrug. Meanwhile, according to Article 73 of the Criminal Executive Code of the Russian Federation, persons sentenced to deprivation of liberty are serving their sentences in correctional institutions within the territory of the subject Russian Federationin which they resided or were convicted. The head of the Federal Penitentiary Service, Yuri Kalinin, explained the direction of Khodorkovsky and Lebedev from distant colonies by the lack of space in the colonies located near Moscow and the need to ensure the safety of Khodorkovsky and Lebedev. Lebedev’s lawyers first filed complaints about the unlawfulness of transferring their client to a colony in the Yamalo-Nenets Autonomous District in the Prosecutor General’s Office of the Russian Federation and the Federal Penitentiary Service, and then appealed this transfer in court. But the court dismissed this complaint. A similar complaint by Khodorkovsky was also rejected by the court.

I. Sechin and the fate of minority shareholders of TNC VR

The head of Rosneft, Igor Sechin, left the minority shareholders absorbed by him TNK-BP without dividends. Prior to this, almost all cash was withdrawn from the nationalized oil company.

Today, TNK-BP’s board of directors recommended that the meeting of shareholders, the largest of which has recently become Rosneft, not pay dividends for 2012. On this, the months-long struggle of TNK-BP minority shareholders with Igor Sechin for the right to receive a share in the company can be considered completed. Since its inception in 2003, TNK-BP has been one of the most popular russian companies among Russian and international investors. She won this attitude thanks to very high dividends. This is a common story when a company has two equal shareholders. In this case, it was the British BP and the consortium of Russian shareholders Alfa Group Access and Renova. Each year, they paid themselves, as well as the holders of 5% of the shares placed on the Moscow Exchange, 40% of the profit, or about 2.5 billion dollars. That is, minority shareholders got more than $ 100 million. For such generous dividends, TNK-BP received the title of cash cache from investors, which can literally be translated as a cash cow giving cash. So they milked it until 2011, when the Russian shareholders finally quarreled with the British, well, and then Igor Sechin came. Last October, when Rosneft agreed to buy TNK-BP, Sechin was asked what would happen to the cash left on the accounts of the acquired company and whether it would continue to pay dividends. “This is all our money,” replied Sechin, and these words will no doubt enter the annals of Russian corporate history. Investors immediately understood everything and started selling stocks. Within a few days, they collapsed by 25%. The next collapse occurred on March 21, when the deal was closed. As a result, over the six months since Sechin joined TNK-BP, the company has fallen in price three times, and the Russian stock market has lost paper, which attracted foreign investors from around the world to the Moscow Exchange.

But the most amazing thing was ahead, when it became clear what Sechin had in mind, saying "this is all our money." This did not mean that dividends would not be paid in order to invest money on the development of the company. This meant that the money would be withdrawn from it, but in such a way that the minority shareholders did not get a penny. It was done simply: right after the transaction was closed, Rosneft took a loan from TNK-BP subsidiary for $ 10 billion. The most surprising thing is that for approximately the same operations, his second sentence was received by the former owner of the Yukos company Mikhail Khodorkovsky. The court found that it damaged the minority shareholders by buying oil from subsidiaries at low prices.

Vladimir Milov, head of the Institute for Energy Policy: Sechin’s actions to a large extent are not just similar to Khodorkovsky’s scheme, they really draw on the composition. In fact, we are talking about the conclusion of serious money from barrels that should be used for production needs. This is exactly what Khodorkovsky was accused of in the second case, that he stole something from his daughters and appropriated it. But here, it’s not even a matter of analogies with Yukos, it’s simply that Sechin and his guys take direct illegal actions, as we, in particular, see from minority shareholders. And, in principle, it all draws on such a big criminal case.

It should also be remembered in what way Rosneft bought the assets of the bankrupt Yukos at an auction. To do this, we used the shell company Baikal Finance Group, registered, I recall, in a glass in Tver. That is, in fact, exactly the scheme was used, which is blamed on the current oligarchs who participated in collateral auctions of the 90s. It turns out that Sechin, who is called one of the initiators of Khodorkovsky’s landing, has great respect for the methods of doing business that Khodorkovsky himself used. Not only that, becoming, as once Khodorkovsky was the head of the largest oil company in Russia, he is happy to use the same methods in his business. Apparently, the head of Rosneft, Igor Sechin, is fully confident that he will never have to stand trial on the same charges as Khodorkovsky. Such self-confidence can only be envied.

Minority Union of TNK BP

For several months now, the fate of TNK-BP minority shareholders has been suspended (or uncertain). So far, TNK-BP minority shareholders do not have a clear idea of \u200b\u200bwhat will happen to the shares.

Various proposals are being received and negotiations are under way at different levels. But for now, everything is in a fog.

Even the shareholders meeting did not bring any clarity.

A committee has been set up at Rosneft for negotiations with minority shareholders of TNK-BP.

On the part of minority shareholders, there is no such effective association (or committee, or call it anything else).

There are individual heroes who boldly spoke from the rostrum of the meeting.

There are big fears that in this game (the negotiation process) the financial interests of all minority shareholders may well suffer.

The time is coming, or has already come, when the following idea should be implemented: Create a “Union (or trade union, or in the form of some other form consistent with our Law on public organizations) minority shareholders of TNK-BP. ”

Most of all will be the benefit of the union, because in this case, no decision of the board of directors will be legitimate without agreement with the union.

The purpose of the union is to defend the interests of minority shareholders, using all available opportunities for this. And the union has a lot of them. You might even try to include the union leader on the Board of Directors of Rosneft.

If the minority shareholders of TNK-BP do not do this, they will give their fate (financial interests) to the mercy of those forces that will push them around and disregard their interests.

The initiative group should include people who have: the desire, ability and strength to work in the interests of all.

The main thing here is purposeful desire and penetrative abilities.

What are minority shareholders

The fashion to buy blue-chip stocks and become a minority shareholder in large companies has reached ordinary people, pensioners and students after listing two state-owned companies - NK Rosneft in June 2006 and VTB Bank in May 2007. If earlier minority shareholders were mainly employees of enterprises that received shares as part of the privatization or restructuring of these companies, then after these two placements, which were immediately dubbed “people's IPOs,” the oil company acquired more than 154 thousand minority shareholders, and the bank - about 131 thousand

As a result, at annual meetings of shareholders literally gushing floods of people with their aspirations and requirements, now as co-owners of the "national treasure". As a result, entire "currents of minors" were formed, united by ideological or other interests. As a result, the process of holding shareholders meetings has ceased to be languid: now they are often accompanied by various unforeseen situations, and sometimes scandals.

Of course, minority shareholders are different, and the vast majority of them are ordinary citizens, whom we meet every day on the street, at work and in other public places. However, there are some among them who take an active position, including with respect to the companies of which they are co-owners. Often, such minority shareholders approach this issue at meetings of shareholders with full dedication of physical and mental strength.

Let us dwell on each of these categories in more detail.

Minority Altruists

This type can be attributed as romantics who decided to participate in the development russian economy, and people who got shares by chance, by the will of fate. They either received shares during the privatization, or bought them in order to participate in the economic life of the country, or in any activity company specific, in which, as a rule, they themselves work, or worked once. Altruists do not expect large incomes from the acquired property or do not understand its value, and are subconsciously prepared to donate their shares if necessary or to sell if they are found by the buyer and the sale of securities will not cause much trouble. They usually do not attend meetings of shareholders.

Minority Merchants

This category of minority shareholders is more complex. It includes not only traders who are professionally involved in stock trading, but also people of other professions who are not related to financial markets. Nevertheless, for “merchants” the market is a means to preserve and increase their savings, for additional earnings. This category also includes journalists working in the economic sphere who buy one share of blue chips in order to be able to attend meetings of shareholders and thus keep abreast of the latest developments in the company.

This includes the majority of minority shareholders who took part in the initial public offering (IPO) of shares in state-owned companies. If you recall how the first of these IPOs took place — namely, the placement of Rosneft’s shares — then you can’t but admit that it had an atmosphere of mystery.

Minority Careerists

Over the years of development of the Russian stock market, quite a few advocates of the rights of minority shareholders have appeared, with advocates both in quotation marks and without quotation marks. These are, as a rule, well-educated and legally literate, and sometimes artistic people. I don’t remember everyone, so let’s dwell on the last two striking examples - the stories in 2011. were heard by the general public.

We are talking about the activities of the shareholder of TNK-BP Holding Andrei Prokhorov, who began a lawsuit against the company, which is a minority shareholder. The essence of the lawsuit is simple: A. Prokhorov wants to receive compensation for the fact that, in his opinion, his rights as a shareholder were violated during the creation of the well-known and failed Arctic alliance between BP, which owns half of the authorized capital of TNK-BP, and NK " Rosneft. " The minority shareholders considered that the majority did not properly inform the public and shareholders about the project, and rated their feelings about this “just” at 409 billion rubles. TNK-BP naturally resists, stating that it sees no reason to share details about the "deal of the century", as they managed to call it in the media, with a person who is not even a manager of the company. However, the lawsuit and constant publications in the press provided A. Prokhorov with popularity and a certain recognition.

Minority party-goers

A special category of shareholders can be called those who are invested in company capital to compensate for the lack of personal communication. After all, the treasured entry in the register allows you to attend meetings of shareholders where you can not only talk, but also glance at celebrities, enjoy the atmosphere of corporate action, receive gifts with company logos and other attributes of a stock meeting. It was the party people who introduced the fashion not only to discuss agenda items at meetings, but also to sing ditties, recite poems and odes, and also rumble with patriotic speeches on company management and government officials.

Extravagant people who come to shareholders meetings not for the sake of the event itself, but for the covered tables can be attributed to this category. Of course, there are not many such investors, but they compensate for their scarcity by the fact that they are simply impossible not to notice! For they consider it good form, pushing each other over, to pick up full packages of food (sometimes even just by hand) at banquets for meetings, to take it with them and thereby convey a piece of corporate spirit to their friends and family. Moreover, party people do not pay attention to such trifles as the neighborhood in the same container of dessert and barbecue.

Minority brawlers

Another amusing "caste" among minority shareholders can be called brawlers. As a rule, these are people who have not decided on the exact parameters of their requirements for the company, but are eager to present these requirements. So, for example, at the annual meeting of shareholders of Inter RAO UES, one comrade for 10 minutes instructively expressed his opinion to the company management about their excessive wastefulness. In the opinion of the economical shareholder, instead of wasting mountains of paper for printing documents, one could write down everything that is necessary on flash drives, which, in his opinion, would certainly reduce the cost of purchasing paper. “Yes, it would be not only more economical and enjoyable for everyone, but would also allow them to donate these flash drives, for example, to someone’s grandson,” the minority shareholder unexpectedly concluded his speech.

But this amusing episode was surpassed by the summer story at a meeting of Gazprom shareholders, at which one of the present "owners" persistently shouted from the audience that for three years now he had been trying to unsuccessfully ask his questions to the management of the concern. In response, Gazprom CEO Alexei Miller reminded this activist that last year he was ready to talk to him personally, and even waited for him for half an hour. Then once again invited him to meet immediately after the meeting. But for some reason the shareholder was shy and the proposal of the gas general was not accepted. At the end of the meeting, it turned out that the dissatisfied investor had disappeared somewhere, leaving behind a mystery the essence of his claims, the presentation of which lasted for him for years!

Sources and links

en.wikipedia.org - Wikipedia - the free encyclopedia

dictionary-economics.ru - Economics - in the beginning was the word

incomepoint.tv - First-hand financial market

znayuvse.ru - I know everything

stocktalk.ru - Forum of traders

fomag.ru - Magazine on financial markets

cmza.ru - Russian law

vk.com - Vkontakte

top.rbc.ru - RBC the whole world

youtube.com - Video Hosting

tvrain.ru - Channel "Rain"

A minority shareholder is the owner of a non-controlling interest in the authorized capital of the company. It can be represented as legal entityso one person. Non-controlling interest does not allow its owner to participate in the management of the organization, for example, to elect members of the Board of Directors.

Minority position in AO

Since a shareholder with a small block of shares cannot be a full member corporate governance, its interaction with majorities is difficult. Owners of controlling stakes may reduce the value of minority securities by transferring assets to a third-party organization with which small shareholders are not affiliated in any way. In order to prevent such situations and to establish relations between shareholders as a whole in civilized countries, the rights of holders of non-controlling packages are legally established.

World practice of protecting minority shareholders

The legislation of developed countries provides for the protection of minority shareholders from forcibly selling securities to holders of large packages at a lower cost in case the latter decide to buy all the shares. In most cases, the protection of small shareholders is to limit the ability of majorities and the Board of Directors to abuse their power. All norms established by laws are intended to expand the powers of minority shareholders and involve them in the management process.

Often the law grants minority shareholders so great rights that they begin to resort to corporate blackmail, demanding the repurchase of their shares at an inflated price through threats of litigation.

The rights of minority shareholders in Russia

Federal legislation contains rules protecting small shareholders. First of all, this protection implies maintaining an independent, separate status for them in the event of a merger or acquisition. During such processes, the minority shareholder may lose out due to a relative decrease in its share in the new structure. This leads to a decrease in its influence on governing bodies.

The laws provide for such measures:

A series of decisions require not 50%, but 75% of the votes of the shareholders, and in some cases the threshold can be raised even higher. Such decisions include: amending the articles of association, reorganizing or closing the company, determining the volume and structure of the new issue, buying the company own securities, approving a major property transaction, reducing the face value of shares with a corresponding reduction in the authorized capital, etc.
Elections to the board of directors should be held. For example, if a minority shareholder owns 5% of the shares, he can elect 5% of the members of this body.
If upon purchase of shares 30, 50, 75 or 95% of all issued securities are reached, the buyer must provide the right to other owners of the company's securities to sell him their securities at a market price or higher.
If a person owns 1% of the shares or more, he may act in court on behalf of the company against the management in case of losses incurred by shareholders through the fault of directors.
If a shareholder has 25% of all securities or more, he must have access to accounting documents and minutes drawn up at board meetings.

Conflicts between shareholders and their consequences

The stability of the company and the transparency of its actions positively affect the stock price and attractiveness for investors. Numerous legal proceedings and criminal cases against management personnel and shareholders, violation of laws by persons who have a certain power within the company, has the opposite effect.

If a minority shareholder or group owns more than 25% of the stake and has interests that are different from the preferences of the majority, then it is difficult to make especially important decisions for which 75% or more are needed.

Greenmail

The most common form is called greenmail. This phenomenon is nothing but blackmail by a minority shareholder. It has many different manifestations and can seriously undermine stability within the company.

Greenmail means that one minority shareholder or several minority shareholders, united in a group, begin to disrupt the adoption of all decisions that are important for the company. It also includes deliberate actions leading to the fact that the company has to pay heavy fines. In addition, minority shareholders are able to collapse the value of shares by various methods available to them.

Ultimately, the greenmail comes down to one of two goals: promoting one's own interests and gaining power over the company, or forcing majority shareholders to buy back shares from small holders at an unreasonably high price.

Majority shareholders, or majority shareholders, are the largest, major shareholders of the company. The name itself comes from the word majorité, which means “majority” in French. This word became the basis of the term majoritaire, which has been translated into other languages. Accordingly, the word "minority" derives from the word minorité - a minority. Sometimes for brevity these two groups of shareholders are called majors and minor, but these names are more likely to refer to professional slang.

Majorities in the general classification of shareholders

According to the generally accepted classification, which can be found in any textbook of economics, four categories of shareholders are distinguished.

1. The only one. This is a person (individual or legal) that owns 100% of the company’s shares, that is, controls the entire capital of the joint-stock company.

2. Majority. These are large shareholders whose allow them to participate in the management of a joint stock company.

3. Minority. The blocks of shares of these individuals are quite large, sometimes worth hundreds and millions of dollars. But the share in the company is not very large (for example, 1%). Minority shareholders are given certain rights (for example, to collect information on the financial condition of the company), but they do not participate in the management of the company.

4. Retailers. These are small shareholders entitled only to receive dividends.

Majority and minority shareholders are considered the main categories of shareholders - sometimes they are distinguished only. After all, the sole shareholder is, in fact, just the sole majority shareholder of the company. And retail shareholders are small minority shareholders.

The main border of interests passes between the majority and minority shareholders: the former are most often interested in the growth of the company's value, expressed in the value of their blocks of shares, and the latter - dividends. This conflict of interest is classic.

How many percent of the shares does the majority shareholder have?

Where does the border lie between these two categories of shareholders, between majorities and minorities? There is no clear boundary, since it all depends on the charter of a particular company, which determines the minimum threshold for majority blocks of shares. Much depends on how large the blocks of shares of other shareholders are.

As a rule, majorities include persons controlling such a block of shares, which allows them, according to the charter of the joint-stock company, to exercise certain rights to manage the company. At a minimum, participate in the election of the board of directors.

A majority may be a single person (individual), and entire companies, as well as investment funds.

The influence of the majority depends on the percentage of shares that it owns. Blocking blocks of shares are of particular weight - their owners can veto a decision of the board of directors. In theory, a 25% + 1 share is considered a blocking package, but in reality, the percentage may be less.

If the majority holds 50% + 1 share, it is considered to be the owner of an unconditional controlling stake (the size of the controlling stake may be less, for example, 20-30%). The charters of some companies allow in such cases to manage the organization individually. But the larger the company, the higher the weight of other majorities. In many joint-stock companies, even the owner of a controlling stake has to reckon with the vote of majority shareholders, because even a 5% stake in a giant company can cost billions of dollars!

About why business partnerships tend to be more effective and more successful businesses single entrepreneurs. Combining their strengths (money, knowledge, ideas, skills, communications, funds, patents - anything), partners not only contribute to the consolidation of their business, but also expand its capabilities. However, all these advantages can be quickly destroyed if the rules for the interaction of partners were not spelled out "ashore." There is nothing worse for business than civil wars of owners. Often they end in the collapse of the partnership - coupled with broken promises, financial disasters and nightmarish litigation.

Book:

Two partners - majority and minority package

In the mid-1980s, I talked with a psychiatrist who regularly worked with businessmen about my plans to create intermediary company. He became interested in the idea and expressed a desire to discuss our potential partnership. It took us almost a year to negotiate; finally we decided to create a company providing intermediary services. He proposed to entrust the preparation of statutory documents to the lawyers from whom he rented an office.

Then I was still completely inexperienced, and therefore the division of percent ownership 51/49 shocked me. We never talked about unequal shares. I said: "I didn’t assume that we would share this." To which he replied: "I will never become a partner unless I have a controlling stake." This lesson was invaluable to me.

Looking back, I understand that one should not be so surprised, however, this case from my practice made it clear how easy it is to talk about business without touching on the topic of partnership. I refused the proposed option. In addition to several thousand dollars, each of us has spent his time. Thanks to this occasion, I began to understand what preparatory work should be carried out by future partners, and I understood the importance of the issue of shares.

Although many people insist on a majority stake, believing that any percentage of less than 51 will bring them some problems, the separation into control and non-control packages indicates the desire of one of the partners to seize the reins of government. Even if he does not have the freedom of action that the sole owner has, 51% or more provide him with substantial power. In most states, the powers of majority-majority partners include the right to occupy leadership positions of choice, hire and fire employees, manage finances, appoint a board of directors, and change company policies. And all this without the approval of minority partners. They have the right to accept or not to hire minority partners, as well as to pay or not to pay them a reasonable salary.

The whole secret in the design of ownership. According to lawyer Henry Krasnou, in the absence of any agreements, minority partners have the right "no more than a copy of the minutes of the annual board meeting." Here is how he described their unenviable position: “Despite the fact that the owner of a minority stake has the right to vote, he often sounds no louder than a whisper. The minority partner can say no, stomp his feet and blush with anger, things will be done as the majority owners wish. ”

Although a controlling stake gives great power, it has its own limitations. The laws of many states do not allow owners of controlling interests to change the ownership structure or distribution scheme of profits, to draw owners of non-controlling interests into debt, or to conceal financial or business information from them. Any of the above actions is a violation of fiduciary liability. The power of majority partners is often more illusory than real, since in practice the size of this power depends on the patience of minority partners, who will sooner or later fight back. In most cases, says Krasnou, repulse refers to an “appeal to a lawyer who initiates legal proceedings that threaten the existence of the company.”

Many partners willingly become minority shareholders, deliberately abandoning their majority status. Nevertheless, the pattern of problems in unequal partnerships is easy to follow. Some partners, in whose hands control is concentrated, conduct business without regard to the "junior" partner. Minority partners are offended, feel hurt and try to disrupt the plans of the majority partners, using their power, no matter how modest. We give an example. If the company has the opportunity to make the desired takeover, for which the majority owner requires the consent of the minority, the latter may refuse, thereby making it clear that it requires more respect. When tension arises in a relationship, there is a risk of violation of fiduciary responsibility on the part of partners, especially majority ones. They, for example, can create new companycompeting with partnership, use partnership property for personal enrichment, take part in transactions that provoke a conflict of interest. Even when the minority partner infringes upon the legitimate interests of the majority partner, the latter is not exempted from fulfilling fiduciary obligations.

To avoid the struggle for power, partners should first in the Partnership Agreement, and then in legal documents clearly state the partnership functioning scheme, responsibilities of majority and minority owners and distribution of ownership shares. They need to identify the means of protection available to minority partners, for example, the right to be members of the board of directors, “voting trusts” that allow vetoing serious strategic decisions, or various classes of shares that give owners different powers. In a story with Star Systems partners (described in chapter 2), Jeff, who owns 80% of the shares, agreed to numerous adjustments to his rights as a majority owner. The agreement clearly states that Beth and Sarah, each having 10%, “have a pre-emptive right if Jeff wants to sell any number of shares.” In addition, it says: "For seven years, Jeff will not sell the company without the consent of Beth or Sarah."

After seven years, Jeff received the right to demand partners to join the sale of shares (drag-along right); in other words, he could demand that Beth and Sarah sell their shares at the same price and on the same terms as he. In addition, Jeff granted them the right to join the sale of shares (tag-along right), guaranteeing that the sale of their shares, even partial, will be carried out on the same terms as his. All of the remedies listed were listed in the ownership section of the agreement. It is given in the appendix.

By registering all aspects of the ownership, management and functioning of the company, partners provide themselves with a certain freedom of action. As a result of their teamwork flows smoothly and evenly. If Jeff, for example, wants to include Sarah on the board of directors as cEO, they will be able to draw up an agreement under which she, along with 10% of the shares, gets the right to exercise daily control. Such flexibility helps to achieve compromises, because the focus is on what each partner receives from the union, and not just dry numbers.

After the privatization of state-owned enterprises, many of their employees received the right to acquire a small number of shares created as a result of the ongoing processes of joint-stock companies. In addition, individuals who wish to invest in such companies, as well as newly created corporations, are given the opportunity to buy a certain amount of shares in the market. All this contributed to the formation of a significant group among minority shareholders. Legislative regulation The legal status of the latter is of great importance in order to protect their interests.

Etymology and analysis of this concept

It is traditionally considered that a shareholder is an investor, unless the shares were purchased free of charge for some reason (gift, inheritance, reorganization). The rights to shares owned by shareholders are enshrined in civil law.

The widespread legal categories of “minority shareholder” or “minority shareholder” are actively used both in practice, including judicial, and in legal literature. Moreover, the legislation does not contain a definition of these concepts. If we turn to etymology, then the "minority" comes from the English minor - insignificant or non-essential.

An analysis of the legal acts of bodies at various levels and branches of government allows us to conclude that they perceive minority shareholders as owners of blocks of shares that do not provide the opportunity in all cases to control decisions made by society.

The legislator proceeds from the fact that minority shareholders take a deliberately weaker position, unlike large (majority) shareholders, and therefore need more regulated protection, fixing additional rights and guarantees.

Existing rights and their legislative protection

Established by stock legislation rights small shareholders can be characterized as follows.

For questions the formation of corporate bodies of minority shareholders are given the following powers:

to represent candidates to the board of directors, the audit commission, for the position of the head of the company (the sole executive body) - it is granted if there are shares in the amount of at least 2%;
participate in the election of the above members of the corporation.

In cases reorganization, with a possible change of control, as well as in some other situations, minority shareholders are entitled to:

purchase shares with their additional issue;
demand from the company to redeem shares partially or fully owned by him (for example, if he voted against the reorganization or the conclusion of a major transaction);
sell the shares to the person who sent the offer to purchase shares of a public company.

All shareholders are provided and property rights:

on dividends;
to receive the corresponding part of the organization’s property at its

The legislation also provides for other rights of holders of minor blocks of shares aimed at protection of their interests:

the right to convene an extraordinary general meeting of shareholders (EGM) - for owners of at least 10%;
the authority to initiate verification (audit) of the finances and economic activities of the corporation (also granted to shareholders holding at least 10% of the shares);
the right to participate in meetings of shareholders (OCA), and for owners of at least 1% of the shares to familiarize themselves with the register of shareholders as a whole;
the opportunity to access the constituent documents of the company, other internal local acts, and with ownership of at least 25% - and accounting documents, minutes of the board of directors;
other.

Given the need to create a favorable background for protecting the rights of the group of shareholders in question, the legislator has provided for a number of measures that are indirectly aimed at protecting the interests of this category of shareholders.

Thus, it is foreseen to deprive shareholders of their voting rights if the issue of their personal interest is resolved. In addition, it is allowed to limit the maximum number of votes of one shareholder to general meetingand the established quorum requirements for decision-making facilitate the use by shareholders of the opportunity to block them.

In some cases, the implementation of the rights of shareholders may be difficult due to the unfavorable state of the company. For example, as a result of its liquidation, the owner of the shares will not be able to get anything if the property of the corporation is absent or insufficient to satisfy all the requirements, for example, under To prevent such situations, the legislator granted shareholders, including minority shareholders (a package of at least 1%), the right to present in court to members of the governing bodies (sole executive bodyor to the person performing his function, members of the management board or board of directors) a claim for compensation for losses incurred by the company as a result of their guilty actions (inaction). In addition, in case of violation of other rights of shareholders, minority shareholders have the right to use judicial protection, or to apply to the Central Bank of the Russian Federation in an administrative procedure.

More details about the rights and activities of minority shareholders are described in the following video:

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The main problems and disagreements between shareholders

A feature of a minority shareholder is that the status of the owner of shares in a particular enterprise is temporary for them. At the first successful opportunity, it is profitable to sell your small package  they will take advantage of it. This affects the nature of decisions and actions that are not designed for the long term. This is where the main disagreements arise between the two groups of shareholders (majority and minority shareholders).

Payment of dividends often becomes the main cause of disagreement of shareholders. Large shareholders, as a rule, plan the development of a business, for which they lobby for the decision to reinvest profits. Minority shareholders are interested in its distribution, do not approve of risky investments and long-term projects.

Particularly corporate conflicts are manifested in the activities of the corporation's supreme governing body - the meeting of shareholders (EGM or OCA), the competence of which includes a wide range of important issues, including in relation to dividends (their payment), certain categories of transactions (large, for example). Each of decisions made may affect the value of shares.

Large shareholders owning shares in sufficient volume for control are sometimes the founders of the company, either strategic investors or industry owners, in whose hands the majority blocks of several industry enterprises are concentrated. Minority shareholders, on the other hand, own a small number of shares, on average no more than 5%, but when combined, they can influence decision-making by the general meeting.

In order to corporate conflicts prevention it is possible to conclude shareholder agreements where shareholders have the right to establish obligations to vote in an agreed manner or to subsequently coordinate with other shareholders before each OCA, fix the sale / purchase price of shares and form a solution to other situations.

However, this prevention method is effective for joint-stock companies with a small number of shareholders.

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