In the economy

The shareholders decide everything

June 29, 2006 Alexey Makarkin

The theme of the Western hatred for Russia has acquired an economic component this week. It was worth the managers of the European company Arcelor to abandon the merger of the Russian Severstal, as there was immediately talk that Afront Cherepovers was associated with Russophobia. Westerners, they say, are ready to allow Mittal Hindu, only to block the road to the triumphal procession of Russian capital to their market.

In fairness, it must be said that the Russian public is not alone in its righteous anger - a week and a half ago, almost the same words, the Indian press, dissatisfied with the fact that her favorite Mittala discriminated, giving preference to the European Mordashov (indeed, these geography are irrefutably testifying to the Vologda region belonging to the “Old World”).

It would be naive to deny the presence of a political component in any major international transactions, especially when it comes to industrial assets. However, the similar reaction of the Indian and Russian public indicates that the reason for the Sunday success of Mittal must be sought in something else. It is difficult to say whom the Europeans feared more - Hindus, known for his noisy conflicts with trade unions, or a Russian who, from the very beginning, promised to maintain the loyalty to the familiar corporate culture for Arcelor.

By the way, the conspiracy theory is developing in several directions: one of them develops the topic that not European governments are to blame, but by Arcelor managers who used Severstal in terms of bargaining with Mittal, hoping to squeeze out more favorable terms of the transaction. However, such a double game is more like an episode from the television series, and not the real case from the practice of the world's largest companies.

Another version is much more likely, in which there is no place for insidious conspirators, but there is a concept of interests. Managers really were afraid to allow an ambitious and aggressive Mittal to their company. And the European governments reacted quite positively to the fact that at the enterprises of Arcelor, social stability and workers (the same voters) will be protected from dismissal. It seems that in these conditions Severstal decided that the case was done.


But Mittal, instead of laying out managers or sitting in the reception of ministers - a lesson in this situation is completely hopeless - made a bet on the processing of shareholders of the company, promising more favorable financial conditions. The shareholders are interested in money, and not geopolitics, strategic plans for the development of the company for decades ahead (in this regard, the proposal of Severstal was more interesting) or claims of trade union leaders, which are significant for them only in the event of a real threat of mass strike. And a significant part of the shareholders crossed the side of Mittal, demanding a refusal of a deal with Mordashov .

In this situation, the company's managers simply could not afford to conflict with the owners - that is, those who hired them. This would contradict the "rules of the game" of a modern civilized market economy. Therefore, managers, although not immediately, were forced to change priorities, and already within the framework of this decision they began to bargain for themselves the best conditions for continuing work in the company or leaving the game with “golden parachutes”. And for governments in the conditions when the Hindu businessman agreed with shareholders and managers, it was a priority that Mittal’s restraint was a priority, but the achievement of an early certainty in a long story.

This is in Russian practice a minority shareholder is the most unhappy and unprotected figure. He can be underestimated by dividends, and in response to puzzled questions in almost open text to say: you, speculators, do not sow, do not part, do not build, oil and gas do not pump, so sit and be content with what they give. The consolidation of the assets of "subsidiaries" companies on the balance of "maternal" is a standard and, it would seem, harmless operation, in Russian conditions it often turns into a terrible dream for the minority of "daughters". If today they have a blocking stake in some Uryupinsky candle factory (and have some rights, for example, are represented in the Council of Directors), then tomorrow they become the smallest co-owners of the Consulty of Russia consolidated company with the right to come to Moscow for a meeting of shareholders, the decisions of which are already agreed in advance without their participation. Or they get the right to redeem their shares at the price established by the “maternal” company, which, of course, will not offend itself. At the same time, if you really want to, then you can not pay attention to the owner of the blockpack - or almost not pay. For example, having arrested his shares on a court decision if he is inclined to pump the rights.


In Europe, such “Russian slides” for minorityites are perceived about the same as processes over witches - something “not from this life”. Let us pay attention to how seriously experts reacted to the demand of one of the influential Arcelor minority, Jose Maria Aristrein, when he demanded the resignation of the company's administrative council for the fact that he listened too late to the opinion of the shareholders. The Spaniard Aristrain owns 3.7% of Arcelor shares. According to Russian concepts - a minuscule, according to European ones, it is enough to seriously ask the managers for missing in work.

“Severstal”, a company accustomed to Russian specifics, it seems, only at the last moment realized how significant the word of minorityans for Arcelor. The situation could only be expanded by a large -scale proposal that could be so captivated by shareholders that they, having turned away from Mittal, would again rush towards Severstal (in this connection there were rumors about connecting Roman Abramovich, who possessed a colossal financial resource). However, there was almost no time left for such a maneuver. And even if there is a miracle that few people count on, the big question is whether very conservative shareholders agree to change their point of view.

Author - Deputy General Director of the Center for Political Technology
Alexey Makarkin

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