Minority shareholders of regional gas distribution organizations (GDO) of "Gazprom", according to the monopoly in 2013, appealed to President Vladimir Putin, the Government and the Central Bank with a request to prevent the adoption of amendments to the Companies Act, that the State Duma may consider the end of the year. In his letter (a copy is in the RBC) minority of so-called regional gas companies argue that the bill infringes on their rights and may lead to international courts foreign investors to Russia.

We are talking about amendments to the law on joint stock companies, which in July was prepared and submitted to the State Duma deputy from the "United Russia" Alexander Metkin. Before that, he never dealt with such matters. The bill proposes to exempt joint stock company from the obligation to make an offer, "the transfer of shares between entities under the control of the Russian Federation <...> as a result of the execution of acts of the President or the government acts." At the same time the law offered to give retroactive effect, ie, to extend its effect on the transaction, committed to introdtion of the law.

Under current law, a person who, together with its affiliates has acquired more than 30% of voting shares, the remaining shareholders shall send a public offer - offer to buy their securities. The measure was introduced in 2006 to prevent the infringement of the rights of minority shareholders with a significant change in the composition of shareholders, and provides an opportunity to withdraw from the company under market conditions, explains partner of law firm Alexander Karpuhin Orient Partners.

Appeal to the authorities against the amendments prepared Metkina LLC "Myriad Rus", which represents the interests of minority shareholders IAG "Gazprom" in a dispute with the monopoly. This firm works under the slogan "protect the rights of minority shareholders" and "improve the corporate climate in Russia", it said on its website. In a review of the bill by representatives of minorities indicate that the amendments violate the rules of international and Russian legislation, as well as contrary to the Constitution. October 25 appeal was sent to the State Duma leadership, the Bank of Russia and the government, as well as President VladiPutin the world - a total of 23 destinations. CBA press service told RBC that the appeal be considered "in the prescribed manner and in time to answer letters to the author." The representative of the Russian president, Dmitry Peskov, has not yet responded to a request to RBC. The press secretary, Dmitry Medvedev, Prime Minister did not respond to a request to RBC. "Gazprom" is not representative declined to comment on the bill, and the claim of minority shareholders.

On the connection with litigation bill minorities with "Gazprom" earlier in October, the TV channel RBC said the chairman of the Duma Committee on Financial Markets Anatoly Aksakov. "Bill - I can reveal the secret - is associated with the sale of" Rosneftegas "stake in regional gas companies to" Gazprom ", and as the pack passed from one state-owned company to another state company, then do not make an offer to minority shareholders", - said Aksakov. According to him, the current law clearly spelled out procedure for transferring state-owned shares between companies with state participation. "The question arises oshtrafovaniya one of the organizations that conducted here tacosE acts was not on the law. Therefore, it comes to an afterthought, so to speak, to draw the impact of this law on the appropriate action, "- said the head of the committee.

"Redeemed and will not redeem"

In 2013, "Gazprom" bought out "Rosneftegas" stakes in 72 gas distribution organizations. At the same time the law "Gazprom" was obliged to make a buyout offer to minority shareholders of about half of the regional gas companies. But monopoly refused to do so, citing the affiliation with "Rosneftegas" (in such cases, the law eliminates the need for redemption). With the "Gazprom" has not agreed to the minority shareholders and the Central Bank: Bank of units carried requirements for "Gazprom" with the requirement to submit an offer to shareholders of IAG. Monopoly has not complied with them, after which the Central Bank has addressed in court. In January 2015, the Central Bank issued repeated orders, which were also challenged by "Gazprom". In the summer of 2015 the monopoly structure resold packages GRO controversial.

Chairman of the Board of "Gazprom" Viktor Zubkov, commenting on this topic in June 2016, said: "Many Minoritenye shareholders decided that "Gazprom" has to compulsorily redeem their shares. We understand the reasons for this desire, however, we believe that the law gives us the right not to do so. Therefore, we do not buy out the shares and will not redeem. Their rights and interests, we will continue to protect, including the courts "(by" Interfax quoted ").

The appeal minority states that the bill "threatens the ability to protect the rights of domestic and foreign investors, the trust the stock market of Russia." Authors of the document remind that the "company law grants all holders of identical securities equal rights", with the proposed regulations do not comply with Article 2, 8, 18, 45 and 55 of the Constitution, including those regarding equal protection of public and private property.

According to authors of the review, the adoption of the rules proposed in the bill would give state-owned companies with special status and a privileged position compared to the private companies. The current version of the law rather inconvenient for large companiess, especially with a large number of minority shareholders, Karpuhin explains. "The adoption of the bill will create a major exception for state-owned companies. In fact, it means the return of the legislation on joint-stock companies on the level of 2006, when the interests of minority shareholders are not protected in principle, "- says the lawyer.

Minority shareholders of "Gazprom" and warned that the bill would lead to the federal budget expenses due to claims from foreign investors that they can apply for non-compliance with the Russian authorities the protective legal regime for foreign investment. With these lawyers agree: the bill can lead to negative comments of investors, including foreign ones, says Karpuhin. "The strategy of many investment funds - holders of minority stakes just focused on their purchase of a major shareholder in the long term," - he recalled. The current rate of the offer is a big problem in the privatization of state-owned blocks of shares or transfer of packets from one state-owned company to another. naprime, At the time the rules on protection of minority shareholders resulted in high costs in the privatization of state-owned energy companies in the course of RAO "UES 'reform.

The bill Metkina can affect not only the shareholders of regional gas companies, but also the minorities, "Bashneft", which owns about 20% stake in the company. Last week, on October 20, "VTB Capital" in its report pointed out that because of the adoption of the amendments Metkina offer to minority shareholders can avoid the "Rosneft", which is October 12 acquired 50.08% "Bashneft" in the Federal Property Agency for 329.69 billion rubles . According to the rules of an existing it should send the offer within 35 days after the transaction, that is, until mid-November. But the press secretary of "Rosneft" Mikhail Leontiev did not comment on whether or not to wait for such an offer, saying only that the company will act in accordance with applicable law.

"In the interests of the country"

"Gazprom" in August 2014 had proposed to abolish the obligation to state-owned companies to buy back shares from minority shareholders in cases where transactions are carried out pursuant to regulationsthe president and the government. As I wrote "Interfax" referring to a source, to consider the opportunity to Economic Development Minister Alexei Ulyukayev addressed Chairman of the Board of "Gazprom" Alexey Miller. "Gazprom" its proposal motivated by the fact that state-owned companies operate not only in their own interests, but also indirectly for the benefit of the whole country. In November of the same year, the first deputy chairman of the Central Bank Sergey Shvetsov said that "Gazprom" proposal violates basic principles of corporate governance, and called it absurd.