The conflict between TNK-BP shareholders has reached a new level: because of it, the third largest oil company in the country is once again left without a leader

In a month, TNK-BP will remain headless for the second time in its history: in exactly 30 days, the resignations will take effect, which the founder of Alfa Group, Mikhail Fridman, notified the company and its shareholders today. He decided to resign from the posts of chief executive officer (CEO) of the parent company of the holding TNK-BP Ltd and chairman of the board of the management company TNK-BP Management. TNK-BP's official statement does not say anything about the reasons for this decision.

Fridman with partners in the AAR consortium (Renova by Viktor Vekselberg and Access Industries by Leonard Blavatnik) controls 50% of TNK-BP; the remaining half is owned by BP. But since the spring of 2009, Friedman has actually been the first person of the company. Then, as a result of a high-profile shareholder conflict between AAP and BP, the company's permanent CEO, Robert Dudley, had to resign. According to the latest agreements between shareholders, Fridman's term of office as head of TNK-BP expired only on December 31, 2013. In 2014, he was to be replaced by a candidate from BP.

After Fridman's resignation, TNK-BP will be managed by other company managers to whom he issued powers of attorney. Who this is is still unknown, but the company’s statement says that its executive directors and co-owners German Khan and Viktor Vekselberg remain on the board. The board will remain functional: for a quorum it needs to have four people (after Fridman’s resignation there will be five).

However, to a significant extent, corporate decision-making in the company is already paralyzed. In December last year, two independent directors left the board of directors of TNK-BP Ltd - former German Chancellor Gerhard Schröder and former head of the board of directors of Rio Tinto James Lang. Until April 1, the council acted in a truncated composition. It was assumed that by this time the company would have recruited new independent directors. It was not possible to do this, and since then the work of the council has been virtually frozen. In the absence of a quorum, he cannot, for example, approve the payment of dividends to shareholders for the first quarter.

AAP and BP drove themselves into strict limits: having quarreled in 2008 over the principles of company management, they were able to resolve the conflict only by signing a new shareholders agreement. According to it, shareholders received equal representation on the board of directors of TNK-BP Ltd, and three more seats on it went to independent directors. All significant decisions in the company now depend on their vote. But this structure did not protect shareholders from new conflicts. The next one broke out in 2010, when BP decided to get another partner in Russia in the person of the state-owned Rosneft. The companies agreed on a multibillion-dollar deal that included joint work on the shelf and an exchange of shares. But the AAR participants decided that BP should have offered participation in this TNK-BP deal: by agreement of the shareholders, the company has a preemptive right to joint projects with BP in Russia and Ukraine.

The deal with Rosneft was eventually disrupted, and Russian shareholders firmly decided to seek compensation from BP for lost profits through the courts. Only TNK-BP itself can demand monetary compensation in such a situation. And in order to file a claim, the decision must be approved by the company's board of directors. Schroeder and Lang did not want to take on such responsibility and chose to resign. For six months, TNK-BP shareholders managed to select a candidate for only one vacant seat on the board. The search for a second candidate will take at least another six months, says a source close to AAR (now the shareholders are looking for a new headhunter). Taking advantage of the fact that the board of directors is deprived of a quorum, British shareholders are acting aggressively, sending letters to managers threatening to take legal action against them if they make decisions without the consent of BP. This situation paralyzes management, says a source close to AAR, and this is the reason for Friedman’s resignation. Forbes's interlocutor refused to disclose what specific threats were received against him. A BP representative does not comment on this.

By agreement of the shareholders, the CEO of TNK-BP can unilaterally approve decisions worth no more than $100 million. But there are risks even within this limit, says one of the managers of TNK-BP: if the concluded deal subsequently brings losses to the company, the shareholders have the right to try through the courts seek compensation for damages from the head of the company. But so far BP has not initiated any proceedings against Friedman, says Forbes’ source.

Another source close to the company believes that TNK-BP’s ongoing disputes with the Federal Antimonopoly Service (FAS) regarding prices for petroleum products could have prompted Fridman’s departure. According to current legislation, if a company and its director are brought to administrative responsibility more than twice in three years, a criminal case can be opened against the latter, says Ilya Rachkov, partner of the Nerr law firm.

The FAS is currently considering the second administrative case against TNK-BP. However, this does not seem to threaten Fridman yet. He himself, according to a representative of the department, was not involved in administrative proceedings with the FAS. But even the hypothetical risk of criminal prosecution is unacceptable for the owner of a large business who cares about the future of his assets and his own reputation, argues Nomos Bank analyst Denis Borisov. A source close to Alfa claims that Friedman’s decision is not connected with the activities of the FAS and the shareholders do not feel pressure from the state. When AAR blocked the deal between Rosneft and BP, the Russian state-owned company led by former Deputy Prime Minister Igor Sechin tried to negotiate a buyout of AAR's share in TNK-BP. But we couldn’t agree on a price. AAR has not received any new offers to sell its stake, Forbes’ source says.

Another period of anarchy will not harm the business of TNK-BP itself, Borisov hopes. At least, neither Dudley’s departure nor the resignation of Maxim Barsky, who was vying for the post of CEO, affected its financial and production results, he notes. Unlike Lukoil and Surgutneftegaz, the management structure at TNK-BP is structured in such a way that its managers are vested with sufficient powers to enable the company to operate normally.

Why did Mikhail Fridman resign?