What the history of the unity and struggle of Vladimir Potanin and Oleg Deripaska showed: the opinion of former Yukos lawyers

There is no company in Russian corporate and privatization history more controversial than Norilsk Nickel. As soon as there is any talk about the unfair distribution of national wealth, they immediately remember it: how are the oligarchs making money from Russian rare metals, is it not time to take the former state property back into the treasury? This is understandable: the enterprise, no matter how you look at it, is especially valuable, a monopolist, and so on. In addition, unlike oil and gas companies, whose days everyone is trying to count, Norilsk Nickel is looking, so to speak, into the future. And everything would have been good and even wonderful for him if everyone had not been trying to become his shareholders. Or maybe, which is not surprising for Russia, those who are stronger and closer to power, because there is no point for minority shareholders to own any strategic Russian companies.

So Vladimir Potanin and Oleg Deripaska met at Norilsk Nickel. Both are seasoned, experienced and well-built. They immediately realized that it would not be possible to devour a partner-enemy-comrade without great damage to personal well-being and reputation, and they decided to live, that is, share money, in peace. That is, according to some kind of agreement of shareholders on the management of the company, according to the fairest English law. At the same time, completely forgetting the old saying: “there will be no war, but there will be such a struggle for peace that no stone will be left unturned.” And here the fairy tale ends and the naked corporate truth begins with all its horrors from the time of Dart and the arrival of Abramovich at Sibneft.

Can large Russian companies be managed jointly by large shareholders? Is it possible for the survival of not a dozen quasi-dart piranhas, but two or three real corporate sharks within one open shareholder pond? (Read the material “Equality Leads to Divorce” ) You can, of course, argue how beautiful it all is - to peacefully manage a large company. Have you seen this vaunted corporate governance in other places, except for large companies with one controlling shareholder, who, in fact, organized and arranged all this corporate governance solely for his own benefit, since under his scheme, minority shareholders only fuss around for appearances and never do anything decide? Just don’t blame TNK-BP. This is a purely political project to increase the capitalization of a single company through forcibly organized Anglo-Russian friendship. In order to resolve their corporate contradictions, no international courts will be enough - it is necessary for the big-time boss to abandon the well gushing in the Gulf of Mexico and urgently go to an appointment with someone who cannot be talked about. And then, of course, everyone will pretend that they have reached an agreement in a civilized manner.

At Norilsk Nickel, people at first stood courageously, and then another reporting and election meeting of people called shareholders took place, and everything, accordingly, was covered with a copper basin, as the patience of one of the parties ran out. Of course, no sane lawyer can believe that Mr. Voloshin so accidentally and inadvertently lost his powers as a member of the board of directors of Norilsk Nickel. All this is reminiscent of a children's rhyme: “Our director, Uncle Vanya, once woke up in Michigan...” It’s just that one side decided that living “according to the agreement” was completely unprofitable for it and decided to return to life “according to concepts.” And no agreements have ever stopped anyone - that’s what lawyers are for, even if their heads hurt.

Vladimir Olegovich and Oleg Vladimirovich, mutually outraged (one by the outrage, and the other by the indignation of his partner), rushed to you know where. Where we have the coolest problem solvers. But there they were obviously told: you’re like in kindergarten, that’s enough already, you’ve grown up... Look, you have corporate governance, you have an agreement, everything – to London. That is, not yet to go to London for good, but to the court. The Prosecutor General's Office, gloomily chewing on an unusual case with all sorts of civil law nonsense, spat it out with a verdict that something seemed to have happened, but at the same time, nothing terrible had happened. The enemy comrades had a situation colloquially referred to as a “naked wasser.” That is, of course, you can quarrel and threaten London, but by the time the high court in London decides something, not only oil will run out, but, most likely, nickel as well. That is, there is practically no benefit from the point of view of the interests of practical management and making money, and even complete harm.

The parties, of course, looked at each other a little more to see if anyone would allow any weakness. Interros, which seemed to be the initiator of this whole corporate happening, was the first to fail. The market fell silent in fear and listened. “Rusal” took a deep breath and off we went. One thing is already clear: Norilsk Nickel will not have two shareholders. This is a temporary phenomenon, not viable.

And so the short history of the great corporate-oligarchic friendship ended, leaving us, outside observers, with three conclusions as old as the world. Firstly, any agreements between oligarchs in Russia are valid and valid until their execution is guaranteed in one place, which a priori a court in London is not. Secondly, corporate governance for large joint-stock companies in Russia is not a goal, but a means of making money, existing until such time as it interferes with making money. Thirdly, why do you, dear existing and potential minority shareholders, need all these shares? Invest better somewhere else.

The ballad about Norilsk Nickel