Modulbank founders squeezed Artyom Avetisyan in a vice

They believe that he illegally enriched themselves in their shares.
01.06.2020
Vedomosti
Origin source
The three founders of Modulbank - Andrei Petrov, Yakov Novikov and Oleg Laguta - decided to sue the main shareholder of the bank Artem Avetisyan: all three sued him and demand a total of more than 650 million rubles, it follows from the file of arbitration cases. Vedomosti got acquainted with a copy of Petrov’s lawsuit for 220 million rubles, Roman Frantsev, attorney at ICA Knyazev & Partners, who represents all three of the founders in court, confirmed his authenticity. The suits of Novikov and Lagut to Avetisyan are similar, they explained to Vedomosti.

Petrov, Laguta and Novikov believe that Avetisyan unreasonably enriched himself when in December last year the founders withdrew from the capital, giving Avetisyan a total of 22.5% of the shares for free. The fact is that when Laguta, Novikov and Petrov in 2016 received 7.5% of Modulbank shares from Avetisyan, their value under the agreement was 230 million rubles. But the founders did not pay for their packages immediately, but had to pay by installments in several tranches until the fall of 2021 at the expense of the bank’s dividends, the lawsuit said. The first tranche was supposed to be in 2019, but since the parties agreed to withdraw from the capital earlier - in December last year, 22.5% of the shares returned to Avetisyan free of charge and without assessing their value, the lawsuit stated.

For three years, the value of Modulban shares has almost doubled, according to its founders.

Here's how it turned out: in February this year, the bank bought from the second shareholder, partner Avetisyan Sherzod Yusupov, 7% of the shares for 420 million rubles: now, according to the Central Bank, Yusupov owns 2.17% of the shares, and in mid-February he had 9.17%. The fact that the bank spent 420 million rubles to repurchase its own shares is stated in its statements on the Central Bank website for March 1. Thus, the entire bank was valued at 6 billion rubles, and at the time of signing the share purchase agreement with the three founders, it was worth 3 billion rubles.

As a result of simple calculations, Petrov, Laguta and Novikov came to the conclusion that 7.5% of the shares of Modulbank, which each of them gave to Avetisyan in December, were no longer worth 230 million, but 450 million rubles. Thus, Avetisyan “received an increase in the market value of the property by 219.6 million rubles. without any legal grounds, ”stated in the lawsuit. It is this difference that each of the three founders requires.

Modulbank bought its shares from Yusupov in order to use them for top managers of the bank as part of a long-term incentive program, a bank representative says, but does not comment on the price: “These are commercial agreements between the seller and the buyer.”

Petrov, Laguta and Novikov tried to contact Avetisyan to discuss all mutual claims and resolve them, Petrov told Vedomosti, but received no answer. In addition, all three sent a pre-trial claim to the shareholder to resolve the dispute, but did not wait for an answer.

Dispute with Modulbank

Novikov, Petrov and Laguta are also suing, and with their offspring - Modulbank - because of violations of labor agreements, Vedomosti wrote. The bank, in their opinion, should pay more than 400 million rubles. under an employment contract: the bank is in no hurry to pay them, calling it an "astronomical golden parachute."

Leaving the bank, the founders agreed that settlements with them would go gradually, Novikov said: they invested five years in the development of the bank. Since Petrov, Laguta and Novikov returned the shares to Avetisyan free of charge, they had already concluded agreements with the bank on the termination of employment contracts, according to which Modulbank had to pay all three equal amount of money for business development for five years. The total amount of payments, according to the preliminary calculations of the founders, should be about 435 million rubles. for three persons. But they received only 15 million rubles each. - Further, the bank stopped paying the founders.

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