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

A minority shareholder is a shareholder of a company with a small number of shares

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

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A minority shareholder is, the definition

The minority shareholder is a shareholder of a company with a small number of shares. Usually, minority shareholders are considered those who have less than half of the shareholding and, in fact, his opinion does not have decisive actions, they have the right to receive dividends, have full information about the company, and take part in meetings.

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

A minority shareholder (minority shareholder) is a shareholder of a company (an individual or a legal entity), whose shareholding size 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”.

The minority shareholder is a shareholder of a company, whose share of shares is insignificant, in order to make a decision in his own interests. Such a shareholder can be either one person or whole company... An insignificant share of shares formally means less than half of the shares. Fundamental decisions - decisions related to the selection of the board of directors, change.

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

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

The minority shareholder is such a person who has a small stake in 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 without incurring severe damage.

A minority shareholder is individual or legal, which has a minimum of rights over other shareholders. But in any case, the legislation provides minority shareholders with a sufficient amount of rights in order to be able to influence the activities of the organization. Therefore, the owners of large corporations began to fear more often the so-called “corporate blackmail”, when a minority shareholder could paralyze the company's activities with the help of a court.

A minority shareholder (minority shareholder) is a shareholder of a company who owns a small block of shares, which 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 companies Oh".

A minority shareholder is a person on whom nothing depends in business (investments) - a shareholder who owns a non-controlling stake.

Minority rights

Let us consider who the minority shareholder is and what rights he has in relation to the organizations he invests. The minority shareholder does not participate in the direct management of the company and, because of this, it is not so easy for him to fight the opinion of shareholders who have a controlling stake (CPA). In practice, minority shareholders have the following rights:

Receiving dividends;

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

Obtaining complete information about the activities of the company;

The right to purchase an additional share issue to protect against dilution of the stake;

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

But the same Law provides that after the main shareholder has 95% of all the company's assets, he has the right to force the minority shareholders to sell the rest of the shares.

Protection of minority shareholders' rights

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 for each 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 for the number of seats on the board) can be cast for one candidate.

Since the minority shareholder does not participate in corporate governance, it is difficult for him to directly oppose shareholders who own a controlling stake if they decide in any way to reduce the value of the minority shareholder's shares (for example, by transferring assets to another company in which the minority shareholder does not have a stake, or by issuing an 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), amendment of the charter, reorganization or liquidation of the company, determination of the number and value of shares in the issue, acquisition by the company of its own placed shares (sub . 1-3, 5, 17, clause 1 of article 48 of the Law of the Russian Federation "On Joint Stock Companies")

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

Decrease authorized capital companies by reducing the par value of shares;

In the case of acquiring more than 30% (and then 50%, 75% and 95%) of the shares, the acquirer is obliged to offer the other shareholders to buy back their shares at a price not lower than the calculated one (ibid., Clauses 1, 4 of Art. 84.2, 84.7) ;

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

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

Forced buyback of shares from minority shareholders

The legislation of many countries provides for the possibility of compulsory redemption by a major shareholder of the remaining shares of minority shareholders, after this shareholder has bought up almost all of the shares (in Russia - 95% of shares).

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

A mirror image of the right to a squeeze-out is the right of minority shareholders to sell-out (the right to demand a mandatory buyout of shares of minority shareholders for a major shareholder if they wish). Granted to minority shareholders under the same conditions under which the right to a squeeze-out comes from large shareholders.

From point of view economic feasibility compulsory redemption 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 terms that are most beneficial for both the acquirer and minority shareholders. The logic here is that, on the one hand, in large joint-stock companies, a person seeking to acquire control over a company through the consolidation of its shares has practically no chance to buy back all shares, even if a favorable price is offered (even if only because the presence of "dead souls" in the registry). On the other hand, when a large block of shares is concentrated in the hands of one shareholder, the liquidity of such shares decreases sharply, and it is practically impossible for minority shareholders to sell their shares at favorable price on the public market. Strict control over the forced redemption procedure and over the pricing of the transaction allows the interests of both parties to be taken into account as much as possible.

Consolidation and split of shares for minority shareholders

In the process of consolidation, two or more shares of the company are converted into one new action of the same category (type). At the same time, the par value of each share increases by reducing the total number of shares, while 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 par value of each share decreases by increasing the total number of shares, and the amount of the authorized capital also remains unchanged.

Consolidation and splitting of the placed shares are 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 taken by a majority of votes of shareholders - owners of voting shares of the company participating in the meeting. A decision on the issue of consolidating or splitting shares is made by the general meeting of shareholders only at the suggestion of the board of directors ( supervisory board) of the company, unless otherwise provided by the charter of the company.

If, upon consolidation of shares, the acquisition by a shareholder of a whole number of shares is impossible, parts of shares (fractional shares) are formed; a fractional share grants the shareholder - its owner the rights provided by the share of the corresponding category (type) in the amount corresponding to the part of the whole share that it constitutes (see the commentary to the specified 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 during the consolidation and the splitting of the placed shares, the corresponding changes are made to the company's charter with respect to the par value and the number of placed and authorized shares of the company of the corresponding category (type). The introduction of such amendments to the company's charter is carried out by decision of the general meeting of shareholders (see the commentary to this article).

For the purpose of reflecting the total number of outstanding shares in the company's charter, all placed fractional shares are summed up. If as a result of this a fractional number is formed, in the company's charter the number of placed shares is expressed as a fractional number.

Corporate blackmail of minority shareholders

Since the scope of rights granted by legislation 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") - demands to buy back their shares at an increased price, otherwise they threaten to paralyze work companies with legal claims demanding the exercise of their rights.

How the society for the protection of minority shareholders was born

Prosperity Capital Management was in the top 50 leaders of Bloomberg hedge fund rating, ahead of many stars of the global market. The company manages $ 4 billion and is the largest investor in Russian assets. Although her story began with only $ 25 thousand, invested by a former Swedish diplomat. Prosperity is always ready to defend the interests of investors in 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 period Cold war... He was a cadet at an interpreter school, where he was taught to interrogate captured Soviet soldiers. “We were trained to receive information from the Russians, which is what we do to this day,” Westman said in an interview with Bloomberg. After he worked at the Swedish embassy, he did not have to interrogate the captured soldiers: Soviet Union disintegrated, and Russia embarked on the path of capitalism closer to it. After the collapse of the Union, Westman got a job in the corporate sales department of the Swedish broker Hagstromer & Qviberg. Then he managed to find out that in 1993 the privatization of Surgutneftegaz would begin. He spent all his savings (about $ 25 thousand), investing them in the securities of this company. The investment paid off in six months, turning into half a million. “There was no turning back,” Westman himself 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 former embassy colleague Paul Leander-Engstrom, who by that time had worked as a co-director of Brunswick Capital.

Matthias Westman made a lot of money from Russian privatization.

The youngest minority shareholder in history

At one time Matthias Westman worked with a 19-year-old specialist of the St. Petersburg brokerage company Lenstroymaterialy Alexander Branis, who tried to sell him shares in companies from St. Petersburg. Despite his young age, he had some professional experience. True, "North finance company”, In which he worked before, was 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 during 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's talent and in 1997 offered him the position of analyst at the newly emerging Prosperity. Despite the obvious opportunities, the move came at one of the most difficult times in my life. Russian market... In 1998, the company almost went bankrupt: foreign investors fled from it, as a result of which assets under management collapsed from $ 250 million to $ 35 million. ...

War of minority shareholders 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 top officials. Since the beginning of the 2000s, PCM and large foreign funds such as Hermitage Capital Management, Unifund, UFG owned almost a third of RAO UES shares and risked significant losses from the reorganization of the energy sector. The fact is that the management of the energy holding, headed by Anatoly Chubais, offered to sell all power plants separately, which was beneficial to energy-dependent consumers (for example, aluminum producers such as Oleg Deripaska). Metallurgists would buy inexpensively electricity producers, whose products they themselves were consumers. The position of the funds and Aleksandr Branis was that the assets of the enterprises spun off from RAO UES should be proportionally divided among all shareholders of the holding.

Anatoly Chubais had to argue with Alexander Branis more than once

The conflict was so tough that the 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). UES 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 generating companies. And Prosperity, which previously owned a block of shares in RAO UES, became a minority shareholder in a whole “bunch” of power companies.

YUKOS - consolidation of minority shareholders' forces

To unite the efforts of minority shareholders, in 1999, together with other investors, Prosperity joined a new organization - the Investor Protection Association (IPA). At that time, Mikhail Khodorkovsky's Menatep forced the minority shareholders of 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 unfolding activity led to the fact that other oil holdings, during consolidation, no longer risked "throwing" the shareholders of their subsidiaries.

Alexander Branis defends his interests extremely competently and toughly, while always remaining within the framework of the law. One of the most famous was the litigation with Surgutneftegaz. In March 2004, the funds, together with the IPA, filed a lawsuit demanding to recognize as treasury and redeem 62% of the shares of Surgut that were on the balance sheet of its subsidiaries.

Alexander Branis has been managing 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 the co-owner and head of Surgutneftegaz, Vladimir Bogdanov. There would also be a question of redistributing the company's huge savings, which are now estimated at $ 28 billion. As a result, the court sided with the management, but the story turned out loud enough and once again confirmed Prosperity's tough reputation. The list of Prosperity's active actions is very wide: the fund argued with the owner of Severstal Alexei Mordashov because of the withdrawal of Karelsky Okatysh, sued over an offer to minority shareholders of TGK-2 with Senator Leonid Lebedev, complained to the president because of the offer of TGK-4 businessman Mikhail Prokhorov, joined the lawsuit against the merger of Uralkali and Silvinit because of the low valuation of the preferred shares of the latter, wrote a letter to the President with a request to privatize and increase the capitalization of Transneft, which, in their opinion, “was engaged in Soviet propaganda»Instead of paying dividends.

Rosneft and an offer with minority shareholders' shares

A new target for Prosperity may be a deal between AAR and Rosneft, as the head of the latter, Igor Sechin, made a skeptical statement about the prospects of the offer to TNK-BP minority shareholders. There are now shares in the portfolio of the Prosperity Voskhod fund 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 its minority presence in corporate structure after the completion of the acquisition, and PCM expects Rosneft to do so, ”Prosperity Voskhod said in a report. Regardless, Branis believes that corporate disputes are not something he wants to do and he would rather be thinking about a portfolio.

The case of Khodorkovsky, Lebedev and Krainov

The formal reason for the start of an investigation by the Prosecutor General's Office against Yukos and its owners was the request of State Duma Deputy Vladimir Yudin about the legality of the 1994 privatization of the Apatit mining and processing plant (Murmansk Oblast) by commercial structures controlled by Mikhail Khodorkovsky and his business partners.

A few days later, a criminal case was opened on embezzlement and tax evasion by structures controlled by the YUKOS oil company, from which dozens of criminal cases were subsequently spun off against individual employees of the company.

For 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 on a weekly basis. The investigation into the case of Lebedev himself was completed in just two months. At first, he was accused of embezzling 20% of shares in OJSC Apatit, then a number of charges were added.

Some time later, accusations of YUKOS itself of tax evasion through various tax optimization schemes followed. Enhanced tax audits followed over several years. According to top managers of YUKOS, the calculated amount of arrears and fines exceeded the company's revenues over the years. According to the Ministry of Taxes and Levies, Yukos' real revenue was much higher than the declared one.

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

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

The investigation into the Khodorkovsky case was also completed in a record two months. The claims against him completely repeated what Platon Lebedev was previously accused of - theft of other people's property, malicious failure to comply with a court decision that has entered into legal force, causing property damage to owners by deception, tax evasion from organizations and individuals, forgery, misappropriation or embezzlement of another's property by an organized group on a large scale.

According to the version of the investigation, which the court later agreed with, Mikhail Khodorkovsky and Platon Lebedev created an organized criminal group in 1994 in order to deceive 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 by deception or abuse of trust). In addition, they were charged with tax crimes.

In addition to committing economic crimes, a number of Yukos employees were charged with organizing several murders. So, for example, the Yukos security service employee Alexei Pichugin, according to the prosecutor's office, organized the murder of the mayor of Nefteyugansk Vladimir Petukhov in 1998 - on the direct instructions of Leonid Nevzlin, chairman of the YUKOS board.

Soon after the arrest of Mikhail Khodorkovsky, the Prosecutor General's Office of the Russian Federation launched a "general offensive" against Yukos, bringing charges various staff group organizations. By May 2005, the list of defendants in the YUKOS cases had already exceeded 30 people, most of whom, it is true, are abroad and are out of the reach of the investigation.

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

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

Khodorkovsky was sent to a correctional colony in the Chita region, and Lebedev - in Yamalo-Nenets autonomous region... Meanwhile, according to Article 73 of the Criminal Executive Code of the Russian Federation, convicts sentenced to imprisonment serve their sentences in correctional institutions within the territory of the subject. Russian Federation in which they lived or were convicted. The head of the Federal Penitentiary Service, Yuri Kalinin, explained that Khodorkovsky and Lebedev were sent from remote colonies by the lack of places in the colonies located near Moscow and the need to ensure the safety of Khodorkovsky and Lebedev. Lebedev's lawyers first sent complaints about the illegality of their client's transfer to a colony in the Yamal-Nenets Autonomous Okrug to the Prosecutor General's Office of the Russian Federation and Federal Service execution of sentences, and then challenged this transfer in court. But the court refused to satisfy this complaint. A similar complaint by Khodorkovsky was also rejected by the court.

I. Sechin and the fate of TNK BP minority shareholders

The head of Rosneft, Igor Sechin, left the minority shareholders of TNK-BP, which he took over, without dividends. Prior to that, almost all cash had been withdrawn from the nationalized oil company.

Today the board of directors of TNK-BP recommended to the shareholders' meeting, the largest of which has recently become Rosneft, not to pay dividends for 2012. With this, the many months of struggle between TNK-BP's minority shareholders and Igor Sechin for the right to receive a stake in the company can be considered over. 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 the 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 listed on the Moscow Stock Exchange, 40% of the profits, or about $ 2.5 billion. That is, the minority shareholders got more than $ 100 million. For such generous dividends, TNK-BP received the title of “cash-co” from investors, which can literally be translated as “cash cow” that gives cash. So they milked her until 2011, until the Russian shareholders finally quarreled with the British, and then Igor Sechin came. In October last year, when Rosneft was negotiating the purchase of TNK-BP, Sechin was asked what would happen to the cash that remained in the accounts of the acquired company and whether it would continue to pay dividends. “This is all our money,” Sechin replied, and these words will undoubtedly go down in the annals of Russian corporate history. Investors immediately understood everything and began to sell shares. In a few days, they collapsed by 25%. The next crash happened on March 21st when the deal was closed. As a result, in 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 all over the world to the Moscow Exchange.

But the most amazing thing lay ahead, when it became clear what exactly Sechin had in mind when he said "this is all our money." This did not mean that dividends would not be paid to spend 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 dime. This was done simply: immediately after the closing of the deal, Rosneft took out a loan from a subsidiary of TNK-BP for $ 10 billion. The most amazing thing is that for about the same operations, he received his second sentence former owner of the YUKOS company Mikhail Khodorkovsky. The court found that he harmed minority shareholders by buying from subsidiaries oil at discounted prices.

Vladimir Milov, head of the Institute for Energy Policy: Sechin's actions are to a large extent not only similar to Khodorkovsky's scheme, they really pull on the composition. In fact, we are talking about the withdrawal of serious Money from barrels that should have been 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. But here it’s not even a matter of analogies with YUKOS, it’s just that Sechin and his guys are taking direct illegal actions, as we, in particular, see from the minority shareholders. And, in principle, this all draws on such a large criminal case.

Here we should also recall exactly how Rosneft bought the assets of the bankrupt YUKOS at an auction. For this, a dummy company "Baikal Finance Group" was used, registered, let me remind you, in a wine-room in Tver. That is, in fact, exactly the same scheme was used, which is blamed for the current oligarchs who participated in the loans-for-shares 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. Moreover, having become, as once Khodorkovsky, the head of the largest oil company in Russia, he is happy to apply the same methods already 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.

Union of Minority Shareholders TNK BP

For several months now, the fate of TNK-BP minority shareholders has been in limbo (or uncertainty). So far, TNK-BP minority shareholders do not have a clear idea of what will happen to the shares.

Various proposals are coming in and negotiations are underway at different levels. But while everything is in a fog.

Even the shareholders' meeting did not bring some clarity.

Rosneft has set up a committee for negotiations with TNK-BP minority shareholders.

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

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

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

The time is coming, or has already come when the following idea should be implemented: public organizations) minority shareholders of TNK-BP ”.

The greatest benefit will come from the union, since in this case, no decision of the board of directors will be legitimate without agreement with the trade union.

The goal of the trade union is to defend the interests of minority shareholders, using all available opportunities for this. And the trade union has a lot of them. You can even try to bring the head of the trade union to the Board of Directors of Rosneft.

If TNK-BP's minority shareholders do not do this, they will surrender 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 single-minded desire and penetrating abilities.

What are minority shareholders

The fashion of buying blue-chip shares and becoming a minority shareholder in large companies has sunk to ordinary people, retirees and students after two state companies- Oil Company "Rosneft" in June 2006. and VTB Bank in May 2007. If earlier minority shareholders were mainly employees of enterprises who 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 thous.

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

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

Let's dwell on each of these categories in more detail.

Altruistic minority shareholders

This type can be attributed as romantics who decided to participate in the development Russian economy and people who got the shares by chance, by the will of fate. They either received shares in the course of privatization, or bought them in order to participate in the economic life of the country, or in the activities of some specific company, 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 ready to donate their shares if necessary or sell them if a buyer finds them and the sale of securities will not cause much trouble. They usually do not participate in shareholders' meetings.

Minority shareholders-merchants

This category of minority shareholders is more complex. It covers not only traders professionally engaged in stock trading, but also people of other professions that are not related to financial markets. Nevertheless, for "merchants" the market is a means of preserving and increasing their savings, for additional earnings... This category also includes journalists working in the economic field, who buy one share of blue chips to be able to attend shareholder meetings and thus keep abreast of the latest events in the company.

This also includes the majority of minority shareholders who took part in the initial public offering (IPO) of shares of state-owned companies. If you remember how the first of these IPOs took place - namely, the placement of Rosneft shares - it must be admitted that a certain atmosphere of mystery was inherent in it.

Minority shareholders-careerists

Over the years of the development of the Russian stock market, quite a few defenders of the rights of minority shareholders have appeared, both in quotes and without quotes. They are usually well-educated and legally literate, and sometimes artistic people. You can't remember all of them, so let's dwell on the last two striking examples - stories that in 2011. were heard by the general public.

The matter concerns the activity of Andrey Prokhorov, the shareholder of TNK-BP Holding, who started a lawsuit against the company, of which he is a minority shareholder. The essence of the claim is simple: A. Prokhorov wants to receive compensation for the fact that his rights as a shareholder were, in his opinion, violated during the creation of the well-known and failed Arctic alliance between BP, which owns half of TNK-BP's authorized capital, and NK " Rosneft ". The minority shareholder considered that the majority shareholders did not properly inform the public and shareholders about the project, and assessed their concerns about this "only" at 409 billion rubles. TNK-BP naturally resists, stating that it sees no point in sharing details about the "deal of the century," as the media managed to call it, with a person who is not even the company's manager. However, the litigation and constant publications in the press provided A. Prokhorov with popularity and a certain recognition.

Minority shareholders-party-goers

A special category of shareholders can be called those to whom investments in the capital of companies allow to compensate for the lack of personal communication. After all, the cherished entry in the register allows you to attend shareholder meetings, where you can not only communicate, but also gaze at celebrities, enjoy the atmosphere of a corporate event, receive gifts from corporate logos and other attributes of a joint-stock gathering. It was the party-goers who introduced the fashion not only to discuss agenda items at meetings, but also to sing ditties, recite poems and odes, as well as lumber with patriotic speeches dedicated to company management and government officials.

This category also includes extravagant people who come to shareholder meetings not for the sake of the event itself, but for the tables laid out. Of course, there are not many such investors, but they compensate for their scarcity by the fact that it is simply impossible not to notice them! For they consider it a good form, pushing each other apart, to collect full packages of food at banquets on the occasion of meetings (sometimes even just by hand) in order to take it with them and thereby convey a piece of the corporate spirit to their friends and households. Moreover, the party-goers do not pay attention to such trifles as the neighborhood of dessert and barbecue in the same container.

Minority shareholders-brawlers

Another amusing "caste" among minority shareholders is 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's management about their excessive wastefulness. In the opinion of a thrifty shareholder, instead of wasting mountains of paper for printing documents, everything that is needed could be written on a flash drive, which, in his opinion, would certainly reduce the cost of purchasing paper. "Yes, this would not only be more economical and more pleasant to everyone, but it would also allow at the end of the meeting to present these flash drives, for example, to someone's grandson," the minority shareholder concluded his speech somewhat unexpectedly.

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

Sources and links

ru.wikipedia.org - Wikipedia - the free encyclopedia

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

incomepoint.tv - Financial market firsthand

znayuvse.ru - I know everything

stocktalk.ru - Forum of traders

fomag.ru - Magazine about financial markets

cmza.ru - Russian law

vk.com - Vkontakte

top.rbc.ru - RBK all over the world

youtube.com - Video hosting

tvrain.ru - TV channel "Rain"

The minority shareholder is the owner of the non-controlling interest valuable papers in the authorized capital of the company. It can be represented as legal entity, and by one person. A non-controlling stake does not give its owner the opportunity to participate in the management of the organization, for example, to elect members of the Board of Directors.

Position of a minority shareholder in JSC

Since a shareholder with a small block of shares cannot be a full participant corporate governance, its interaction with the majority shareholders is difficult. The owners of controlling stakes can reduce the value of minority shares by transferring assets to a third-party organization with which minor shareholders are not connected in any way. To prevent such situations and to establish relationships between shareholders in general in civilized countries, the rights of holders of non-controlling interests are legally established.

Global practice of protecting minority shareholders

The legislation of developed countries provides for the protection of minority shareholders from the forced sale of securities to the owners of large blocks of shares at an underestimated value in case the latter decide to buy up all the shares. In most cases, the protection of minority shareholders is to limit the ability of the majority shareholders and the Board of Directors to abuse their power. All norms established by laws are designed to expand the powers of minority shareholders and involve them in the management process.

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

Minority Shareholder Rights in Russia

Federal law contains provisions that protect small shareholders. First of all, this protection implies the preservation of their independent, separate status in the event of a merger or takeover. In the course of such processes, the minority shareholder may lose out due to the relative decrease in his share in the new structure. This leads to a decrease in the level of its influence on the governing bodies.

The laws provide for the following measures:

A number of decisions require not 50%, but 75% of the shareholders' votes, and in some cases the threshold may be raised even higher. Such decisions include: amendments to the charter, reorganization or closure of the company, determination of the volume and structure of a new issue, purchase by the company of its own securities, approval of a major property transaction, reduction of the par value of shares with a corresponding reduction in the authorized capital, etc.
Elections to the boards of directors must be held. For example, if a minority shareholder owns 5% of the shares, he can elect 5% of the members of this body.
If the purchase of shares reaches 30, 50, 75 or 95% of all issued securities, the buyer must give the right to other owners of the firm's securities to sell them their securities at the market price or higher.
If a person owns 1% or more of the shares, he can plead in court on behalf of the firm against management in the event of losses incurred by shareholders through the fault of the directors.
If a shareholder owns 25% of all securities or more, he must have access to accounting documents and minutes drawn up at meetings of the board.

Conflicts between shareholders and their consequences

The stability of the company and the transparency of its actions have a positive effect on the stock price and attractiveness for investors. Numerous lawsuits and criminal cases against management personnel and shareholders, violation of laws by persons with certain powers within the company have the opposite effect.

If a minority shareholder or group owns more than 25% of the stake and has interests that differ from the preferences of the majority, then making particularly important decisions that require 75% or more is difficult.

Greenmail

The most common type is called greenmail. This phenomenon is nothing more than blackmail by the minority shareholder. It has many different manifestations and can seriously undermine stability within a 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 that result in the company having to pay heavy fines. In addition, minority shareholders are able to collapse the value of shares using various methods available to them.

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

Majority shareholders, or majority shareholders, are the largest, main 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 passed into other languages. Accordingly, the word "minority" is derived from the word minorité - a minority. Sometimes, for brevity, these two groups of shareholders are called majors and minors, but these names refer rather to professional slang.

Majority shareholders in the general classification of shareholders

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

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

2. Majority. These are large shareholders, who allow them to participate in the management of the joint-stock company.

3. Minority. The blocks of shares of these persons 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 about financial condition company), but they do not participate in the management of the company.

4. Retail. These are minor shareholders entitled only to receive dividends.

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

The main line of interests lies 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 shareholdings, and the latter, in dividends. This conflict of interest is classic.

How many percent of shares does the majority shareholder have?

Where is the border between these two categories of shareholders, between majority and minority shareholders? There is no clear boundary, since everything depends on the charter of a particular company, which determines the minimum threshold for majority shareholdings. Much depends on how large the shareholdings of other shareholders are.

As a rule, the majority shareholders include persons who control such a block of shares, which allows them, according to the charter of a joint-stock company, to carry out certain rights for company management. At least - to participate in the election of the board of directors.

The majority shareholder can be individual person(individual), and entire companies, as well as investment funds.

The influence of a majority shareholder depends on the percentage of shares that he owns. Blocking blocks of shares have a special weight - their owners can veto the decision of the board of directors. In theory, 25% + 1 share is considered a blocking stake, but in reality the percentage may be lower.

If the majority shareholder has 50% +1 share, he is considered 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 alone. But what larger company, the higher is the weight of other majority shareholders. In many joint-stock companies, even the owner of a controlling stake has to reckon with the voting of the majority shareholders, because even a 5% stake in a giant company can be worth billions of dollars!

Why partnerships in business are usually more effective and more successful than businesses single entrepreneurs. By combining their strengths(money, knowledge, ideas, skills, connections, funds, patents - whatever), partners not only help to strengthen their business, but also expand its capabilities. However, all these advantages can be quickly destroyed if the rules for interaction between partners were not spelled out “on the shore”. For business, there is nothing worse than internecine wars owners. They often end in the collapse of the partnership - coupled with broken promises, financial disasters, and nightmarish litigation.

Book:

Two partners - majority and minority stake

In the mid-1980s, I spoke to 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 lawyers from whom he rented an office.

I was still quite inexperienced at the time, so the 51/49 split of ownership was a shock to me. We never talked about unequal shares. I said: "I did not expect that we would divide like this." To which he replied: "I will never become a partner if I do not have a controlling stake." This lesson was invaluable to me.

Looking back, I understand that I should not have been so surprised, but this incident from my practice clearly 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 experience, I began to understand what kind of preparatory work the future partners should do, and I learned the importance of the question of shares.

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

The whole secret is in the registration of ownership. In the absence of any agreements, minority partners are entitled to "no more than a copy of the minutes of the annual board meeting," attorney Henry Krasnow said. Here is how he described their unenviable position: “Despite the fact that the owner of the minority shareholding has the right to vote, he often does not sound louder than a whisper. The minority partner can say no, stomp their feet and blush with anger, things will be done the way the majority owners want. "

While a controlling stake gives a lot of power, it has its limitations. The laws of many states do not allow the owners of controlling interests to change the structure of fractional ownership or the scheme of distribution of profits, to drag the owners of non-controlling interests into debt, and withhold financial or business information from them. Any of the above actions is a violation of fiduciary responsibility. The power of the majority partners is often more illusory than real, since in practice the size of this power depends on the patience of the minority partners, who sooner or later will fight back. In most cases, Krasnou notes, rebuff means "turning to a lawyer who initiates a lawsuit that threatens the company's existence."

Many partners willingly become minority shareholders, deliberately giving up their majority status. Nevertheless, the pattern of problems arising in unequal partnerships is fairly easy to trace. Some partners, in whose hands control is concentrated, do business without looking back at the "junior" partner. Minority partners get offended, feel hurt, and try to thwart the plans of the majority partners using their power, no matter how modest. Let's 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 tensions arise in a relationship, there is a risk of violation of fiduciary responsibility on the part of partners, especially majority partners. They can, for example, create new company competing with the partnership, use the partnership property for personal enrichment, take part in transactions that provoke a conflict of interest. Even in the event that the minority partner infringes legitimate interests majority partner, the latter is not exempted from the fulfillment of fiduciary obligations.

In order to avoid a power struggle, partners should first in the Partnership Agreement, and then in legal documents clearly spell out the scheme for the functioning of the partnership, the responsibilities of the majority and minority owners and the distribution of shares of ownership. They need to identify the protections available to minority partners, such as the right to serve on the board of directors, “voting trusts” that allow vetoing of major strategic decisions, or different classes of shares that give different powers to owners. In a story with partners in Star Systems (described in Chapter 2), Jeff, who owns 80% of the shares, agreed to numerous adjustments to his rights as majority owner. The agreement clearly states that Beth and Sarah, each holding 10%, "have pre-emptive rights if Jeff wants to sell any number of shares." In addition, it states: "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 that partners 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 did. In addition, Jeff granted them the tag-along right, ensuring that the sale of their shares, even a partial one, would be carried out on the same terms as his. All of the protections listed have been spelled out in the ownership section of the agreement. It is given in the appendix.

By prescribing all aspects of ownership, management and operation of the company, partners provide themselves with a certain freedom of action. As a result of their joint work runs smoothly and evenly. If Jeff, for example, wants to bring Sarah to the board of directors as general director, they will be able to draw up an agreement according to which she, along with 10% of the shares, will have the right to exercise daily control. This flexibility helps to reach compromises, because the focus is on what each partner gets from the union, and not just dry numbers.

After the privatization of state-owned enterprises, many of their employees received the right to purchase a small number of shares created as a result of the ongoing processes of joint-stock companies. In addition, individuals wishing to invest in such companies, as well as newly formed corporations, are given the opportunity to buy a certain amount of shares on the market. All this contributed to the formation of a significant group among shareholders - 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

Traditionally, it is considered that a shareholder is an investor, except for cases when the shares for some reason (donation, inheritance, reorganization) are acquired by him free of charge. The rights to shares owned by shareholders are enshrined in civil law.

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

Analysis of legal acts of bodies of various levels and branches of government allows us to conclude that they perceive minority shareholders as owners of shareholdings, which do not provide the ability in all cases to control the decisions taken by the company.

The legislator proceeds from the assumption that minority shareholders are obviously weaker than large (majority) shareholders, and therefore need more regulated protection, securing additional rights and guarantees.

Existing rights and their legislative protection

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

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

to present candidates to the board of directors, the audit commission, to the position of the head of the company (sole executive body) - provided if there are shares in the amount of at least 2%;
participate in the election of the above members of the corporation's bodies.

In cases reorganization, in case of 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 part or all of its shares (for example, if he voted against the reorganization or a major transaction);
sell shares to a person who has sent an offer to buy shares in a public company.

All shareholders are provided with and property rights:

for dividends;
to receive the corresponding part of the organization's property with it.

The legislation also provides for other rights of owners 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 power to initiate a verification (audit) of finances and economic activity corporations (also provided to shareholders who own at least 10% of the shares);
the right to participate in meetings of shareholders (GMS), and owners of at least 1% of shares - to get acquainted with the register of shareholders as a whole;
the ability to get access to the constituent documents of the company, other internal local acts, and if you own at least 25% - and to accounting documents, minutes of the board of directors;
other.

Taking into account the need to create a favorable background for the protection of the rights of the considered group of shareholders, the legislator has provided for a number of measures that are indirectly aimed at protecting the interests of this category of shareholders.

So, it is provided for the deprivation of shareholders of the right to vote, if the issue is resolved on the commission with their personal interest. In addition, it is allowed to limit the maximum number of votes of one shareholder by general meeting, and the established quorum requirements for decision-making encourage shareholders to use the opportunity to block them.

In some cases, the exercise of shareholders' rights 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 receive anything if the corporation's property is absent or insufficient to meet all the requirements, for example, if. To prevent such situations, the legislator granted shareholders, including minority shareholders (a package of at least 1%), the right to submit judicial procedure to the members of the governing bodies (the sole executive body, or to the person performing his function, members of the management board or the board of directors) a claim for compensation for losses caused to the company as a result of their guilty actions (inaction). In addition, in the event of violation of other rights of shareholders, minority shareholders have the right to take advantage of judicial protection, or apply to the Central Bank of the Russian Federation in an administrative manner.

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

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Main problems and disagreements between shareholders

A feature of a minority shareholder is that the status of the owner of shares of a particular enterprise is temporary for them. At the first successful opportunity, it is profitable to sell their small stake  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 reason for disagreements among shareholders. Large shareholders, as a rule, plan business development, for which they lobby for a decision on the reinvestment of 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 highest governing body of the corporation - the meeting of shareholders (EGM or General Meeting of Shareholders), which is responsible for a wide range of important issues, including with respect to dividends (their payment), certain categories of transactions(large, for example). Each of decisions taken may affect the value of the shares.

Large shareholders who own enough shares to control the amount are sometimes the founders of the company, either strategic investors or industry owners, in whose hands the controlling stakes in several industry enterprises are concentrated. Minority shareholders own a small number of shares, on average no more than 5%, but having united, they can influence the decision-making of the general meeting.

In order to prevention of internal corporate conflicts it is possible to conclude shareholder agreements, where shareholders have the right to establish obligations to vote in an agreed manner or to carry out such an agreement with other shareholders before each GMS, 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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