On corporate opacity, minority shareholder rights, and more. A lawyer from the Moscow Bar Association answered questions from readers of the Kommersant website.

On fighting corruption and the activities of minority shareholders

Viktor [ 29.11 17:22 ] Hello, Alexei! Do you have a sense of how you would organize your work if the Kremlin ultimately rewrites the laws concerning minority shareholders to suit itself?

It is important to understand that the Kremlin (let’s call it that) controls corporations not through legislation, but through the way it is enforced. Put simply, through compliant police officers, prosecutors, and judges who snap to attention after a phone call from their superiors.

I do not think the authorities will move to formally curtail the rights of minority shareholders by law. What they want is for “minority shareholders” to have no rights where the top ranks of the власти are stealing money—in the largest companies—while not harming the minority shareholders of some ordinary JSC “Daisy” or JSC “Cornflower,” who can generally still count on a fair court.

Changing joint-stock company legislation the way Rosneft and VTB want would deal a serious blow to the country’s investment appeal, and that is already a problem as it is.

Elena [ 25.11 18:40 ] Alexei, how do you propose protecting companies from the practice of corporate raiders inflating the value of a tiny shareholding by repeatedly demanding tons of documents as minority shareholders until the stake is bought out from them at an exorbitant price, apart from the company filing a lawsuit to stop the abuse of minority shareholder rights?

Those are just fairy tales from Norilsk Nickel, Rosneft, and the like. I have never once seen a corporation genuinely suffer because too many documents were requested from it. What I do see every day are corporations quite successfully ignoring lawful and reasonable requests to provide the most basic papers, such as board meeting minutes. That definitely has nothing to do with raider tactics.

Anton [ 25.11 22:44 ] Hello, Alexei! Your publications and investigations have undoubtedly caused a stir and, I hope, will either be disproved or the guilty will be punished. Do you think the broader public will be able to learn about your publications through newspapers, magazines, and television? Thank you. I would not exaggerate and claim that I am in complete informational isolation. After all, many newspapers write about our investigations, including ones that are generally under state control.

As for television, access to it is impossible in this political system. I have been on the blacklist of virtually every channel for quite a long time. It is unpleasant, but I do not see it as a great tragedy. With determination and support from citizens, the internet can still be used to reach tens of millions of people.

Alexei Kalaitan [ 25.11 22:45 ] Would you allow yourself to become a real counterweight to the current authorities? Or is that simply impossible in Russia right now? A counterweight to the authorities—or, more precisely, to “the crooks in power”—must be all of us. A heroic lone individual can, of course, stand there proudly with hands on hips, but without mass support that heroism does not mean very much.

Vadim [ 29.11 13:35 ] Hello, Alexei! It is obvious to many people now that opposition sentiment in the media and in society is growing, and with it the authorities’ countermeasures are also intensifying. How far can their actions go, and what should we expect? I do not think this will amount to mass repression. Despite its militant rhetoric, the authorities are quite cowardly and capable only of acts of intimidation and terror against a small number of specific people (which, of course, does not make it any easier for those specific people).

Most likely, they will continue their strategy of manipulation: splitting and bribing opposition figures, planting provocateurs, and trying to discredit popular politicians.

And we should probably expect some measures to regulate the internet as well, under the slogans of fighting extremism and pornography.

Alexander Lyapin [ 29.11 15:11 ] Alexei, what measures do you think could solve the problem of corruption in Russia, if by “solve” we mean not necessarily eradicating it completely, but at least substantially reducing its level?

I am absolutely convinced that all this talk about the deep cultural and social roots of “Russian corruption” is nonsense. In Hong Kong, they have successfully fought “traditional Chinese corruption,” and in Georgia, Georgian corruption—the kind we know so well from the days of the Soviet Union. A Georgian police officer used to be the very embodiment of a crook and a bribe-taker. That is no longer the case; the changes that have taken place in this area in Georgia are astonishing.

The situation can be significantly improved in a fairly short time, if there is the will to do it.

I specialize in fighting corruption in corporations, and on that front I have some very clear and simple proposals; if implemented, they would produce positive changes quite soon. You can read more here.

As for the country as a whole, the key to fighting corruption is an independent and honest judicial system. When there is a court capable of holding crooks of any rank accountable, ignoring any phone calls “from above,” then everything will change.

Maxim [ 29.11 15:53 ] Hello, Alexei! None of your materials need any further confirmation of authenticity. They are public, clear, precise, and true. What are we supposed to do with this, and whom should we turn to? Who is supposed to investigate all this when they would have to investigate themselves? Nothing good has ever come from internal investigations. You are both the winner and the loser at the same time. Apparently, you have cleared every level. So it’s Game over.

It is obvious that corrupt officials who control the law enforcement and judicial systems are not eager to send themselves to prison. But there is no need to oversimplify.

The system is large, there are many crooks, but there are honest people in it too, and the crooks fight among themselves. Sweeping under the rug and endlessly stalling every corruption case is not as easy for them as it may seem, especially in high-profile cases. We need to keep testing the system’s limits every day and every hour, without stopping, without fatigue, and without despair. Sooner or later it will crack. The main thing is to be sure you are right.

Stanislav [ 29.11 15:16 ] Do you not think that you are fighting the consequences rather than the true causes of ever-growing corruption and theft? Do you not think it is necessary to examine the system itself that produces these vicious phenomena, as set out in the Concept of Public Security?

Leon [ 26.11 10:54 ] Will an active civic stance from each of us help build civil society and rid the country of immoral and thieving top officials, so that theft and lies by officials of every kind are seen in society as the gravest crimes and are inevitably punished publicly under the law?

Roggedhorse [ 29.11 14:29 ] Hello, Alexei! What changes in society or in the country’s political order do you think your anti-corruption campaign will lead to? Have you forecast how events might develop? What if the campaign succeeds and many people go to prison? And what if it fizzles out? Personally, I do not care what your motives are.

I know that right now the idea of most of my “subjects” ending up in prison looks like fantasy. These guys are the ones who can put anyone behind bars themselves. But I believe the day will come when they will be sitting in the dock, including on the basis of my materials. If I did not believe that, I would not be doing this. I do not care how long it takes. Nothing will fizzle out on its own unless we ourselves stop doing this. As for me personally, I will never stop.

Alexei [ 29.11 11:51 ] Hello, Alexei. I always take part in your blog campaigns, but I still feel I could be even more useful to you and your work. How else can an ordinary person help you? This is a serious unresolved problem for me so far. There are many offers of help, but managing everyone who wants to help takes so much time that the end result only gets worse. After all, 90% of our work involves rather dull, highly specific issues that require professional training. Informational help is always needed (sharing links, videos, documents). Expert help is especially needed in the work of overturning fake government tenders in the IT sector.

From time to time on my blog I look for all kinds of specialists, from accountants to drillers. And most importantly, moral support. Even a cat appreciates a kind word, let alone a lawyer.

Sergei V.B. [ 29.11 22:10 ] Dear Alexei, how can we know when the final battle between good and neutrality will begin? And how can we help good in that battle? Thank you! Well, hello there. The war is already in full swing. Come to the battlefield, or you will miss all the interesting parts.

Daria [ 29.11 14:32 ] Alexei, could you describe the steps an average resident of Russia should take so that the system of government and the way big business operates begin to change toward greater transparency, fair elections and tenders, and more efficient allocation of budgets and spending? Thank you in advance.

Yuri [ 29.11 23:00 ] Hello, Alexei. Tell me, should one be afraid of the authorities and the consequences, especially when helping you in the war against evil by sending letters through websites like the Prosecutor General’s Office or the Kremlin? In your experience, have there been cases when people were genuinely threatened and suppressed by every possible means? Thank you.

I do not know of cases where people were threatened for taking part in mass complaint campaigns. That is the whole point: it is useless to threaten one person if 300 others sent the same complaint.

As for activists doing independent work, especially in the regions, such cases do exist. I genuinely admire people who wage war against some housing-and-utilities mafia in a small town. They are the heroes of our time, without exaggeration. Very often their work is far more dangerous than mine.

Alexei Sypkov [ 29.11 18:48 ] Dear Alexei! Your work exposing corruption is widely known and producing tangible results. That is why residents of various regions would like the next corrupt deal involving something like a state contract to be mentioned in your blog, even if only in a single line of small print. Hence the question: what criteria must a given corrupt deal meet for you to draw public attention to it?

Ilya [ 29.11 15:21 ] Alexei, by what criteria do you publish materials? Is there anything you have not published? Why? How realistic do you think change is, and what can be achieved? Could you provide links to other people publishing similar materials who are worth reading from time to time? Thank you. P.S. It would be great if Ukraine had a minority shareholder activist like you too.

I publish only those materials whose authenticity I can verify at least in part and, most importantly, on which I myself intend to take formal action (a statement, a complaint, etc.).

There are plenty of interesting people in the blogosphere. A good place to start is by subscribing to the top 100 most popular ones and then dropping those you do not like.

There are probably no people doing exactly the same thing I do. But there is something similar: I really like how Andrei Malgin (http://avmalgin.livejournal.com/) works quickly and competently with information about the “blue flashing lights” issue (official cars with sirens and beacons), there is the “Blue Buckets” community, there is a public procurement community, and so on.

As for Ukraine, it seems strange to me too that no prominent investor activists have emerged there yet. It would be interesting to cooperate with them.

On the situations discussed in Navalny’s blog

Oleg [ 25.11 15:56 ] Hello, Alexei! Please explain what grounds you had for withdrawing your lawsuits against Inter RAO UES and Sberbank of Russia, whether those reasons differed, and also why the commercial court did not consider your latest lawsuit against Transneft? Thank you. We withdrew our lawsuits against Sberbank and Inter RAO for a very simple reason: at some stage in the proceedings, the companies realized they were wrong and that this whole confrontation made no sense whatsoever. Both companies met our demands, and we signed settlement agreements and withdrew our claims. We are quite satisfied with such a position from management, which shows them to be reasonable people rather than the stubborn donkeys one so often has to deal with.

Artur Kim, entrepreneur [ 25.11 18:47 ] Alexei, do you think the main figures in the Transneft embezzlement case will be punished in any way? Andrei [ 29.11 14:51 ] Alexei, you posted materials about Transneft on your blog, and they caused a public stir. So what should be done next? What methods should be used? Alexei [ 29.11 15:46 ] The Transneft situation reminds me of the WMD situation in Iraq. The U.S. pushed hard, and they admitted there was nothing there. What then? It is exactly the same with Transneft. Yes, it did happen, but on a smaller scale. What then? Alexei, what do you call a society where you can say whatever you want, but there will be no adequate result until it becomes interesting to someone with major resources? Do I think the people who stole billions will be punished? Yes, I do. And I will do everything possible to make that happen.

Three weeks have passed since the materials were published. The uproar was considerable, but there is no need to think that Putin, Sechin, Tokarev, or Vainshtok will immediately faint and, upon coming to, write confessions saying: oh no, Navalny and his bloggers have attacked us. These are not especially impressionable people. To counter us, all the capabilities of the state machine have already been and will continue to be deployed. I do not know any magic spells, and I cannot turn crooks into honest people from a distance. We need to understand clearly that the “Transneft case” will take many months and, most likely, years.

The worst thing we can do now is impatiently exclaim: it has already been 15 minutes since we posted an angry blog entry, and the criminals are still not skipping off to prison, returning the loot along the way and buying ice cream for children. This is a very long-distance race. If someone is not ready for that, it is better not to start at all.

The campaign is divided into three parts: legal, political, and informational. We will implement a specific plan for each of them. So far, things are not going too badly. The information campaign has been quite successful. The political side is going fairly well: many politicians and parties have called for an investigation. The legal part is, naturally, the longest and most difficult, but we will do many interesting things there as well.

Artyom Saltanov [ 29.11 14:11 ] Good afternoon, Alexei. I have your PDF document on Transneft in front of me right now. It is possible, yes, that money was siphoned off by subsidiaries and intermediaries with the knowledge and sanction of the company’s top management. But I did not find proof of that in the documents provided. Is there any evidence that Vainshtok is connected to the beneficiaries of the subsidiaries and contractors that were skimming the money? That is the subject of an investigation that should be conducted by the police and the prosecutor’s office. We have the fact you yourself mention: the skimming was done with the knowledge and sanction of management. It seems highly unrealistic to me to suppose that Vainshtok organized all of this, then ordered all the tender documentation destroyed, but did not take any money himself. The documents provided directly indicate facts of theft, and it is for the investigation and the court to identify and punish those responsible.

Reader [ 29.11 15:38 ] Hello. As a lawyer, you understand that your Transneft materials (like your other materials) need to be sent to all the bodies that investigate such cases. They have deadlines for review, and it would be interesting to read the results of those responses... Yuri [ 27.11 02:30 ] Alexei, how did the story end with your request regarding the purchase of drilling rigs by a VTB subsidiary? Daria [ 29.11 15:11 ] Alexei, what are your plans regarding VTB and involving the company’s management in the investigation, specifically Matthias Warnig? Did he reply to your letter? Will you take the matter into the international arena? I ask because you used to be so active specifically on VTB, but it seems you never quite saw it through to the end. I am interested in how it will end and what you plan to do. Thank you. Evgenia [ 29.11 18:41 ] Dear Alexei! Please tell us, will there be a continuation of the investigation into the drilling rigs case? I have an acquaintance who works at VTB. He smirks and says the drilling rigs case is over because Navalny is now in the same boat with them... Can that really be true? As for VTB and the drilling rigs (in whose purchase VTB managers stole $150 million), the matter is far from over. We successfully overturned the police refusal to investigate it several times in the prosecutor’s office and in court.

However, VTB mobilized its administrative resources and “persuaded” the prosecutor’s office to back them. We can only guess at the methods of persuasion, but the sudden change in attitude suggests numbers with a great many zeros.

Nevertheless, our position is strong. Most of the rigs are rotting in swamps, despite VTB’s public statement that the equipment is in operation. This amounts to thousands of railcars of equipment—you cannot just hide that. The inflated price of the rigs makes it impossible to lease them on market terms.

We are preparing new lawsuits and bringing new shareholders into the effort. In addition, we have spent a great deal of time looking for certain missing documents that fully expose the fraud. We have found some things, and in the near future we will “gladden” the people at VTB with them. So tell your acquaintance who is in the boat with them that he should think about a life ring, just in case.

Vasily [ 29.11 14:37 ] Good afternoon, Alexei. I filled out the letter forms you suggested for the president and the prosecutor’s office (regarding the Transneft situation). I have already received a response from the president’s office staff saying the letter is under review, but from the prosecutor’s office—silence. My questions are: 1) Is the prosecutor’s office obliged to respond to my request? If so, then 2) within what period, by law, must it respond? If not, then what kind of letter should be sent to get an official response and to trigger an official review of the documents I submitted (or rather, that you submitted)? Sorry if I repeated someone else’s question. Thank you for your attention. Any state body must respond to your request within one month. In some cases they may extend that period, but they must notify you of this in writing. If the request is forwarded somewhere else, you must also be notified of that in writing. In the Transneft case, the requests were sent three weeks ago, so the response deadlines have not yet expired.

Anatoly [ 29.11 14:39 ] Alexei, what is your forecast regarding the consideration of Rosneft’s complaint in the Constitutional Court? I would also be interested in your opinion on whether the efforts of Rosneft and other sharks will lead to changes in the legislation on disclosure of information by joint-stock companies to minority shareholders. Rosneft’s only purpose in filing a complaint with the Constitutional Court is to delay enforcement of the commercial court ruling issued in my favor. I do not see any chance of Rosneft winning in the Constitutional Court. Although Rosneft has all sorts of methods of persuasion in its arsenal. In the recent history of the Constitutional Court, we have seen it issue rather dubious decisions under serious political pressure. But I do not think that will happen in this case, because otherwise Rosneft’s whims, crookedness, and stupidity would deal a powerful blow to the transparency of corporate relations as a whole.

Yulia [ 29.11 16:55 ] Alexei, you are a lawyer. Therefore, you know that a person cannot be considered guilty unless a court has found them guilty. That is a legal principle that must always apply; otherwise, you place yourself outside the law. By presenting accusations against officials on your blog as proven truth, you are in fact acting according to “street rules,” not law. Do you simply not care, or do you believe that “the end justifies the means”? That is sophistry. I have every reason to believe that certain officials are crooks and thieves. I present the grounds for that belief. I take formal steps to hold these people accountable and am prepared to prove that I am right. Everything is in accordance with legal principles: I do not demand that the accused prove their innocence; I myself provide legal evidence of their guilt. Not to mention the fact that no one has ever been held liable solely on the basis of a post on my blog.

Anton [ 29.11 17:52 ] Alexei, why did you hide the post on your LiveJournal about your new joint initiative with Belykh to extort money from entrepreneurs in the Kirov region? I mean that very fund to support the initiatives of the Kirov governor. Did you become ashamed, or did you decide that this fact might tarnish your image as a “fighter against the regime”? I have never hidden or deleted a single post on my LiveJournal. Here is that post. The fund to support the initiatives of the governor of the Kirov region quite honestly, openly, and transparently collected about 300,000 rubles from local entrepreneurs. Then Belykh decided there was little benefit and a lot of noise, so we officially returned all the money, and Belykh himself became the fund’s only donor. I have had nothing to do with that fund for a year now, so any extortion of money is happening without me, while other facts are what tarnish my image as a “fighter against the regime.”

Sergei [ 29.11 21:09 ] Do you think European Union measures to freeze the bank accounts and real estate of corrupt Russian officials would be effective?

Well, a lot of work would have to be done before such measures were adopted. For now, there are only visa restrictions against certain individuals. That measure strikes me as quite effective. Any post-Soviet crook, after stealing a certain amount of money, immediately starts feeling like a true European, which expresses itself in curses directed at the rest of his compatriots (the dark rabble and ungrateful serfs), as well as in buying a little house in Marbella, where it is so pleasant to reflect on Russia’s fate and the tragedy of liberalism.

You must admit, that is rather painful: to expropriate funds from the “ungrateful rabble” (which, after all, would never be able to use them to its own benefit), buy a house with a pool and an olive tree, and then be unable to swim in that pool or eat those olives.

They steal in Russia and invest the stolen money in Europe and the United States. That is called “money laundering.” It is not the easiest crime to prove, but it is still a crime. We need to use the possibilities offered by foreign legal systems if our own have proved so helpless.

Nikolai [ 29.11 21:44 ] There are very few documents on your page right now. When will there be more? It is the documents that are interesting, not the lyrical commentary.

The Agreeing [ 29.11 21:46 ] Alexei, we agree that the authorities should answer tough questions. But does it not seem to you that such questions should be asked more thoroughly? Do you feel responsibility for the way you frame these questions?

Natasha N. [ 29.11 02:33 ] Alexei, tell me—do you specialize in oil because you have acquaintances working in that sector? Can we expect documents on the gas business, which is built on similar schemes?

That is not quite right. We initiated three criminal cases over fraud at Gazprom. In one of them, charges were even brought against senior company managers. So the gas industry is an object of our constant and tender care, and I often write about them and their merry exploits.

On personal matters

Svetlana Kuznetsova [ 25.11 17:13 ] What is life to you? How do you see it at the age of 34?

Life is the mode of existence of protein bodies. I am glad if my protein body brings some small benefit to other protein bodies.

Natalya [ 26.11 14:13 ] Good afternoon, Alexei! Do you believe in God? Thank you.

I do. You’re welcome.

Alexei [ 29.11 15:49 ] Alexei, what is your religion?

I am Orthodox Christian.

Alexander [ 29.11 16:27 ] Do you have a particular view of the universe? Do you believe in what people call the soul? Do you know anything about extraterrestrial civilizations?

I know a thing or two, but only from Kirsan Ilyumzhinov’s account. I do not know whether he can be trusted on this matter.

Vitaly [ 29.11 18:09 ] Alexei, do you have one main dream? No single main one; rather, there is a general one made up of many small dreams: family, my children’s future, work, and world peace too, of course.

mr.dump [ 29.11 14:26 ] Which are you more inclined toward: “As the people are, so is the government,” or “As the government is, so are the people”?

I am inclined toward this: “A changing people will change the government.”

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