The corporate conflict between oligarch Dmitry Mazepin-owned Uralchem, a minority shareholder in Togliattiazot, and majority shareholders of TOAZ entered a new round.
The Sixth Cassation Court in Samara has begun considering cassation appeals against the judgment of the Togliatti court passed against Vladimir and Sergei Makhlai, whom Uralchem allegedly considers as the owners of Togliattiazot, as well as three other persons — the former head of the enterprise and his foreign partners. The court in 2019 sentenced them to long terms of imprisonment, obliging them to pay more than 87 billion rubles to the alleged victims — 10 billion to Uralchem and 77 billion to TOAZ, which never recognized itself as a victim in court.
The decision on cassation appeals is expected in late November — early December this year.
This corporate conflict, considered one of the largest in modern Russia and qualified by Togliattiazot as a raider takeover of business by Uralchem, ricocheted not only to the Makhlai family and their partners, but also to other persons involved in the orbit of Mazepin’s extensive business interests.
Thus, despite the appeal against the verdict in cassation, bankruptcy proceedings are in full swing against OOO Tomet, a methanol producer from Togliatti, which the court, despite all the evidence to the contrary, considered as belonging to Mr. Makhlai and brought to the joint responsibility along the latter. The company with an annual turnover of more than 10 billion rubles, having no overdue debts, instantly became bankrupt at the request of Uralchem. Perfectly timed to the moment of the decision on the cassation appeal against the verdict, the bankruptcy proceedings on Tomet should be completed.
Also, at the request of Uralkhim, on August 9, the Samara arbitration court declared Sergei Makhlai himself as bankrupt, appointing him a financial manager, Sergei Yegerev, and introducing a procedure for the sale of property.
Sergey Makhlai owns Togliattikhimbank, which is in the middle of the second hundred in the rating of Russian banks, and Mr. Yegerev has already started to hyperactively manage it.
By the decision of Mr. Yegerev, the supervisory board of the bank was replaced and the basic remuneration for its members was introduced, amounting to 500 thousand rubles each monthly.
Previously, the Supervisory Board, elected by Sergei Makhlai, did not receive a basic remuneration, only an annual one, depending on the bank’s net profit for the year, which complies with corporate governance standards and recommendations of the Central Bank of the Russian Federation in relation to the remuneration policy of the management of credit institutions.
It is quite obvious that Yegerev’s decisions are not initiated by himself, who has no experience in managing banks, and neither any experience in crisis management, but Uralchem, who supported Yegerev’s candidacy as Makhlai’s financial manager in court.
By February next year, Yegerev must complete the procedure for the sale of Mr. Makhlai’s property by submitting a report to the court. That is, the court gave the manager a little less than six months to sell the bank and other assets.
Why did Mr. Yegerev need to change the bank’s supervisory board with an increase in his remuneration, given the upcoming sale of the bank and the absence of claims against the bank from the Central Bank, is an open question.
There can be two visible options. Either Uralchem plans to own Togliattikhimbank and has already picked up a team that suits it in advance, or simply in revenge on Makhlai puts a hastily assembled team of temporary workers there before the sale of the bank, simultaneously allowing the latter to earn money.
By the way, the personnel policy of Mr. Yegerev raises serious questions.
Ravil Saitov, appointed chairman of the board, is a former senior official. According to his official biography, from 2008 to 2017, he held various positions at the Federal Agency for State Property Management (RFFI), which he subsequently sued, and in 2017 became Deputy Minister of Property Relations of the Moscow Region. In recent years, he headed a certain charitable foundation "Interfaith Solidarity". Mr. Saitov did not work a day in banking.
Perhaps this is the kind of person that Mr. Mazepin needs in the bank’s management, given that Mazepin himself has episodes of work in the RFFI, which brought him connections, insider information on property auctions, and ultimately secured a place in the Forbes list.
Another member of the board of directors, Konstantin Zyryanov, who was also proposed for the position of chairman of the board of Togliattikhimbank, from 1993 to 2013 worked in different banks. The last bank of Mr. Zyryanov was the Russian International Bank, which had lost its license, from which Zyryanov moved to the position of director of the Monaco football club at the suggestion of its owner, the then shareholder of Uralkali, Dmitry Rybolovlev. In recent years, Zyryanov has been a development director at an IT company.
One wonders if the new members of the Togliattikhimbank Supervisory Board understand that they are also participants in the raider takeover along with Mr. Mazepin? Do they fully assess the risks that this imposes on them?
In any case, they should not rely on the prejudgement of the Russian courts in relation to Mr. Makhlai in the corporate conflict with Mazepin.
The case of Togliattikhimbank can be legally challenged in international courts, in which one should not count on loyalty to Mazepin and his accomplices.
Regarding Mazepin’s actions to take Togliattiazot, for example, a dispute is already underway in an Irish court, which recently recognized its jurisdiction to consider the case, despite objections from Mazepin’s foreign lawyers. Moreover, the lawsuit was filed not only against Mazepin and Uralchem himself, but also against the top managers of Uralchem who took part in the seizure, including members of the board of directors.
In this regard, the money hastily "earned" by Saitov, Zyryanov and others in Togliattikhimbank may then not be enough to pay for foreign lawyers, whose services, as it’s known, are very expensive.
In the meantime, the new team of bank managers arrives in high spirits.
Saitov, who had not yet started directly fulfilling his duties, without getting to know the bank’s staff and the results of its work, nevertheless said: “Our goal is to maintain stability, increase the efficiency of the bank and the transparency of its operations. I am confident that the bank will more fully comply with the requirements of the regulator in terms of standards, reserves, risks, in the field of credit policy. "
What is wrong with the transparency of operations and compliance with the requirements of the regulator — the Central Bank of the Russian Federation, which has never made any serious claims against the bank, Mr. Saitov, far from knowing the inside of the banking business, found it difficult to explain.
He probably learned loud statements from his customers. After all, Uralchem assures everyone of the need to find a more effective investor for the same bankrupt Tomet, for the successful and profitable Togliattiazot, and now through the mouth of Saitov and for Togliattikhimbank.
Trying to teach everyone how to improve efficiency, Uralchem prefers to keep silent about its own "efficiency", since there is nothing to brag about. The group’s debts have approached a trillion rubles, the tax arrears brought by Mazepin to offshores amount to almost half a billion, there are fatal disasters at industrial enterprises, rating agencies reduce ratings to extremely negative, and the beneficiary of the group, Mr. Mazepin, is mired in political scandals at the international level possibly funding the opposition in the nearby republic.
In such a situation, the only thing left is to teach others. But one should not forget about responsibility either.