Alexey kuzovkin armada. Who is covering the “Kuzovkin brigade”? Armada is preparing a pleasant surprise for investors
A new conflict of shareholders is unfolding at Armada OJSC. Former top manager Alexey Kuzovkin is suspected of withdrawing assets, law enforcement agencies told The Moscow Post correspondent.
New alliance against old manager
The confrontation between the shareholders of Armada OJSC continues. After the co-founders of Armada OJSC German Kaplunov and Alexander Morgulchik, together with a number of institutional investors, came to an agreement with one large commercial bank, the preponderance of forces in the “corporate war” was on the side of the “Kaplunov group”.
It is known that the state fund Rosinfokominvest has also joined the new “ruling alliance” in Armada. Representative of the Ministry of Telecom and Mass Communications, exercising the rights of a shareholder of Rosinfokominvest on behalf of Russian Federation, Ekaterina Osadchaya has already confirmed to the press that the fund owns minority stake in "Armada".
However, after the bank, Rosinfokominvest, Kaplunov and Morgulchik joined forces, the confrontation between shareholders did not stop. After all new management"Armada" and minority shareholders controlling more than 28% of the shares are in conflict with the former management of the OJSC and the former chairman of the board of directors and minority shareholder of "Armada" Alexey Kuzovkin.
Origins of the conflict
For the first time, the general public learned that Armada OJSC was experiencing a fierce conflict between co-owners in March of this year. It was then that German Kaplun publicly accused the company’s management of violating the rights of shareholders regarding the early re-election of the board of directors. He stated that he represents the interests of 25% of shareholders "dissatisfied with the way the company is being managed." By the way, Mr. Kaplun is known as one of the leaders of the RBC holding, which previously included Armada.
German Kaplunov
Experts agreed that Kaplun was right. It is believed in the business community that the problems of Armada OJSC are associated with the actions of Alexey Kuzovkin, who was the head of the Armada group of companies from its creation until 2014.
What has Kuzovkin brought “Armada” to?
Let us recall that Armada OJSC, which grew out of the IT department of the RBC holding and became a separate company in 2007, is developing software and provision of IT services mainly to government customers.
At the beginning of August 2014, Armada sold 16.75% authorized capital on RTS and MICEX. Demand for shares sold at 380 rubles. per piece, exceeded the supply by 9.5 times. The cost of the package placed on the exchanges, based on this price, was $29.7 million, and the company’s capitalization was $178.5 million.
Alexey Kuzovkin
After all, as soon as Igor Shchegolev headed the ministry, Dmitry Milovantsev, the former Deputy Minister of Communications since 2002 and who oversaw the Federal Target Program “Electronic Russia”, became a member of the board of “Armada”. Sergey Lavrov was also on the board of the holding, executive director Foundation "Bureau economic analysis"(BEA).
This fund was created in 1996 on the initiative of Russian government with the support of the World Bank. In fact, BEA distributes international funds among domestic companies on a competitive basis. financial organizations, coming from abroad in the form of loans to finance various projects across the state.
Igor Shchegolev
Rumor has it that it was thanks to Sergei Lavrov that Alexey Kuzovkin won major tenders. For example, Armada emerged victorious from the battle with Lanit over the System Development project state statistics”, and then received another large order from BEA, within the framework of the project “Support for Judicial Reform”.
It seems that Kuzovkin, after winning the competitions, could share kickbacks with officials from the Ministry of Communications. Otherwise, how else can one explain the lobbying of his interests by then Minister Shchegolev?
“Show-offs” let the top manager down?
It is also worth remembering the scandalous story of how Vladimir Putin’s cousin Igor joined the board of directors of Podolsk Promsberbank after a change of owners. As a result, 20% of the bank each became controlled by Alexey Kulikov, Anna Smirnova and Oleg Belousov.
Another almost 5% ended up with the investment company Financial Bridge, which government agencies had previously prohibited from conducting transactions with financial instruments. One of the versions of the ban is involvement in the transfer of money abroad.
Vladimir VasilievRecently, the largest Russian IT publication CNews published material about the supply of computers to Moscow schools under construction. The online media claims that a number of tenders require the supply of Mac devices exclusively.
CNews sees a corruption component in these auctions - the publication connects three participants in state tenders (there are four in total) with the Lanit group of companies and quotes the words of its source in the capital government about the existing “group of people who are trying to install Macs in Moscow schools under the pretext of switching to new educational standard." According to the source, 400 million rubles may be allocated to equip 180 schools.
However, most industry experts are in no hurry to agree with such loud conclusions. Along with Lanit structures, partners of the second official distributor Apple is a Marvel company, they say. Therefore, some IT market participants immediately called the CNews investigation a consequence of a conflict of business interests: as our source in one of the leading IT companies, who wished to remain anonymous, suggested, this could be “another attack by Kuzovkin on Gens.”
Alexey Kuzovkin is the Chairman of the Board of Directors of JSC Armada, one of the largest domestic ICT companies. Georgy Gens is the president of Lanit Group of Companies, which shares the market leadership with Armada. CNews.ru, which dates back to 2000, was created on the basis of the Hi-Tech News news feed of RIA RosBusinessConsulting. The developer of CNews.ru, the RBC SOFT company, was at that time headed by Alexey Kuzovkin, and Armada itself was part of the RBC group until 2007.
In its presentation booklet, Armada calls itself, among other things, “a key supplier of IT solutions for government agencies.” Among the company’s clients there are indeed many government agencies - the Ministry of Industry and Trade, the Ministry of Justice, the Ministry of Finance, the Ministry of Internal Affairs, the Federal Security Service, the Federal Customs Service, Rosstat, etc. For the Ministry of Communications and Mass Media, Armada created a personnel development management system and developed a Concept for the development of open source software in Russia. But ICT market players consider the main victory of “Armada” to be the receipt of a government order for the development of gosuslugi.ru in the amount of almost 500 million rubles. IN open sources information about the involvement of this company in the main site e-government not much - the media consider Armada to be only the registrar of the gosuslugi.ru domain and the supposed initiator of last spring’s PR campaign against ogiс.ru - a “parallel” portal of public services (All-Russian State Information Center, created by specialists from the industry Research Institute "Voskhod"). But in unofficial conversations, Alexey Kuzovkin is often credited with more than close friendship with the Ministry of Telecom and Mass Communications of Igor Shchegolev.
The state has already spent more than 100 million rubles on the gosuslugi.ru website, but this single e-government body is currently, in fact, a banal reference book. “Government services on the Internet are a good thing, but they don’t work for us yet,” President Dmitry Medvedev recently said at a meeting with activists of the United Russia party. The criticism of the head of state was unprecedented: “this is just a perversion” or “this is not e-government, this is a parody of “electronic government.” None of the leading media outlets considered it necessary to quote the president’s words, which were actually addressed to the minister responsible for e-government Shchegolev, members of his team and their contractors. Since the start of the program "Electronic government" Several years have passed, but e-government is still something of a fantasy, despite the constant funding and periodic strengthening of Igor Shchegolev’s hardware positions.
There is a widespread opinion in the IT community about the almost limitless possibilities of “Armada” in the corridors of power. The company was still close to the former leadership of the Ministry of Communications. As soon as the ministry was headed by Igor Shchegolev, Dmitry Milovantsev, former deputy minister of communications since 2002 and in charge Federal Target Program "Electronic Russia", became a member of the board of Armada. The holding's board also included Sergei Lavrov, executive director of the Bureau of Economic Analysis foundation. This fund was created in 1996 on the initiative of the Russian government with the support of the World Bank for, as the organization’s website says, “conducting expert analytical work and providing consulting services in the field economic policy" In fact, BEA, on a competitive basis, distributes among domestic companies funds from international financial organizations coming from abroad in the form of loans to finance various state-wide projects. From time to time, Armada and Lanit get involved in fierce competition for BEA budgets. In the largest competitions, Kuzovkin’s company often wins - not in last resort thanks to Lavrov’s lobby, the foundation says. “Armada” emerged victorious from the battle with “Lanit” for the “Development of the State Statistics System” project, and is soon guaranteed to receive another large order from BEA, within the framework of the “Support for Judicial Reform” project. For its implementation, the Russian Federation borrowed $50 million from the World Bank in 2007, but the World Bank is unlikely to ever find out how much of this amount will actually be spent on “increasing the openness and efficiency of the judicial system.”
By the way, an interesting coincidence: the founders of the BEA are the Academy national economy under the Government of the Russian Federation and graduate School economy - the structure to which Rostelecom, the official sole contractor of the Ministry of Telecom and Mass Communications under the Electronic Government program, ordered the development of a system project for the creation of e-government infrastructure. The state spent 120 million rubles on writing this document, but there is no talk yet about the readiness of the “electronic government” architecture. At the last presentation of the system project during a meeting of the presidium of the Presidential Development Council information society The head of the AP, Sergei Naryshkin, gave the Ministry of Telecom and Mass Communications an unsatisfactory assessment.
Instead of comments
When asked whether the Ministry of Communications and Mass Communications of the Russian Federation received criticism from President Medvedev regarding the portal gosuslugi.ru, the press service gave the following answer:The government services portal is developing in accordance with the approved plan outlined in Decrees of the Government of the Russian Federation No. 1555 and 1993; from April 1, citizens can interact interactively with the authorities - electronically send documents and applications.
Representatives of Armada found it difficult to answer Novaya’s questions about how the company is participating in the “electronic government” project and how it evaluates the president’s criticism in this regard.
"Companies"
"Armada"
"News"
The “subsidiary” of the IT holding “Armada” has given rise to a new criminal case
"Armada" grew by 20%
“If Armada’s development continues at a similar pace in 2013, the company will grow faster than the market, while maintaining a high level of profitability,” said Alexey Kuzovkin, Chairman of the Board of Directors of Armada.
link: http://biz.cnews.ru/news/top/index.shtml?2013/04/15/525822
How Alexey Kuzovkin, close to Minister Shchegolev, became “a key supplier of IT solutions for government agencies”
However, most industry experts are in no hurry to agree with such loud conclusions. Along with Lanit structures, partners of the second official distributor of Apple, Marvel, are also participating in the competitions, they say. Therefore, some IT market participants immediately called the CNews investigation a consequence of a conflict of business interests: as our source in one of the leading IT companies, who wished to remain anonymous, suggested, this could be “another attack by Kuzovkin on Gens.”
link: http://www.compromat.ru/page_ 29358.htm
Alexey Kuzovkin was elected Chairman of the Board of Directors of ARMADA
The board of directors of ARMADA elected Alexey Kuzovkin as its chairman, the company reports.
link: http://www.finam.ru/analysis/newsitem5D9DD/default.asp
"Armada" will raise more than 1.25 billion rubles during its placement on the stock exchange
The Armada company announced an additional issue, during which up to 2.4 million ordinary shares will be issued to the stock exchange. In addition, 600 thousand shares will be sold by the chairman of the board of directors of Armada, Alexey Kuzovkin, and Arsenal Advisor BVI. In total, the company can raise more than 1.25 billion rubles. The funds will be used to purchase Russian software companies.
link: http://www.rbcdaily.ru/media/ 562949980015311
Armada's revenue in 2012 grew almost 3 times faster than the IT market
“From an organic development point of view, it was good year for Armada,” said Alexey Kuzovkin, Chairman of the Board of Directors of Armada. - Revenue growth in the fourth quarter was 22% and was the strongest of the year. In general, revenue in 2012 grew almost 3 times faster than the IT market, while profitability remained high. In 2013, growth will continue at the pace of 2012 - the company will try to grow faster than the market while maintaining a high level of profitability.”
link: http://biz.cnews.ru/news/2013/02/20
Armada will sell shares worth $40 million
OJSC Armada (formerly RBC Soft) is going to place an additional stake worth $40 million on the MICEX. 80% of the stake will be new shares, 20% will be sold by the current shareholders - Chairman of the Board of Directors of Armada Alexey Kuzovkin and Arsenal Advisor BVI .
link: http://marker.ru/news/4275
OJSC Armada announces that its global offering price has been set at $13 per ordinary share
Alexey Kuzovkin and Arsenal Advisor Ltd. decided not to sell any ordinary shares within the framework of the Offer.
link: http://quote.rbc.ru/shares/ipo/news/2011/04/14/33389989. html
Alexey Kuzovkin bought another 8.4% stake in Armada OJSC
Alexey Kuzovkin, General Director of Armada OJSC, increased his share in authorized capital company for 8.4% of shares, buying them from its three main shareholders: German Kaplun, Alexander Morgulchik and Dmitry Belik, writes Finam. As a result of the sale, the share of Armada's three main shareholders was 35.4%, the CEO owns 8.7%, another 5.4% belongs to the company itself, and the remaining 50.5% of the shares are in free float. Since the founding of the Armada group of companies in 2007, Alexey Kuzovkin has been the General Director of Armada OJSC.
link: http://www.maonline.ru/mna/ 9501-.html
"Armada" sums up the results of 2012 according to IFRS
“Armada’s revenue growth was 20%, EBITDA margin was 10.8%, operating cash flow grew by 35%. Long-term contracts for support services for previously developed IT solutions became a significant new area of Armada's business. In 2013, the development of Armada will continue at a similar pace - the company will grow faster than the market, while maintaining a high level of profitability,” said Alexey Kuzovkin, Chairman of the Board of Directors of Armada OJSC.
link: http://www.mskit.ru/news/n141252/
Armada is preparing a pleasant surprise for investors
Chairman of the Board of Directors of Armada Alexey Kuzovkin said that the company is trading at record low multiples and the board of directors will monitor the situation with its shares. Based on the results of the 1st quarter, depending on the market situation, the Board of Directors will consider the issue of a buyback. Thus, a decision on it may be made in the next two to three months.
link: http://investcafe.ru/blogs/bestaten/posts/25717
The Center for Speech Technologies and Armada launch innovative service voice navigation on the Internet
The Armada company, being a leading developer of Internet solutions, supported this innovative development and took part in the creation of the Internet part of the solution. “We plan to use this solution in our existing and new projects, as well as commercially license this product for corporate customers,” said Chairman of the Board of Directors, Alexey Kuzovkin, about the plans of the Armada company.
link: http://www.speechpro.ru/media/ news/2010-06-02
Putin's cousin heads another dubious bank
The chairman of the board of directors of the IT company Armada, Alexey Kuzovkin, became the director of the bank. New team sees the goal as “active development of the bank in many areas, including abroad,” says Kuzovkin. Promsberbank and Putin could not be reached for comment.
link: http://rospres.com/hearsay/ 11317/
Alexey Kuzovkin took part in a meeting of the Presidential Commission on Modernization
Chairman of the Board of Directors of OJSC ARMADA (MICEX, RTS: ARMD) Alexey Kuzovkin took part in a meeting of the Commission on Modernization and Technological Development of the Russian Economy chaired by the President of the Russian Federation, Dmitry Medvedev.
link: http://www.armd.ru/ru/press_ center/press_releases/2010_ press/index.php?id_4=101590
Alexey Kuzovkin: Now is a great time to form a “super team”
Even in an economic downturn, an IT company in Russia is able to maintain the results of a successful 2008. Having demonstrated the possibilities of rapid expansion in the IT services and software markets, Armada Group of Companies is mastering the skills of optimization and development in an unfavorable market environment. Alexey Kuzovkin, General Director of Armada, spoke in an interview with CNews about how to use the moment to form a “super team”.
link: http://www.cnews.ru/reviews/? 2009/04/16/344523
Armada acquired a 55% stake in Soyuzinform CJSC
In September, it became known that the first asset in which the funds received by Armada were invested during the initial public offering of additional shares was the Soyuzinform company, which has been working in the field of IT outsourcing since 1996. Armada acquired 55% of the shares of CJSC Soyuzinform". According to general director Armada OJSC owned by Alexey Kuzovkin, the cost of this transaction was $12.3 million. An option agreement was concluded with respect to the remaining 45% stake in Soyuzinform CJSC with their owners (top managers of the company). As part of this agreement, the remaining shares of Soyuzinform can be gradually exchanged for shares of Armada, subject to Soyuzinform's plan to grow revenue while maintaining a constant rate of profitability over the next few years.
link:
RESOLUTION
Case No. A40-120700/14
Moscow city
August 12, 2015
The operative part of the resolution was announced on August 5, 2015
Arbitration Court of the Moscow District
consisting of:
presiding judge Atalikova Z.A.
judges Denisova N.D., Petrova E.A.,
when participating in the meeting:
from the plaintiff: Alexey Viktorovich Kuzovkin - did not appear, notified
from the defendant: Open Joint Stock Company "Armada" - Lugovsky P.V. by power of attorney dated September 09, 2014
from third parties: 1. Arsenal Advisor LTD - Konstantinov A.A. by power of attorney dated September 23, 2014, Bayramkulov A.K. by power of attorney dated August 27, 2014
2. Closed Joint Stock Company "Irkol" - Zheleznyakova T.F. by power of attorney dated June 1, 2015 No. 1/010615
having considered on August 05, 2015 at a court hearing the cassation appeal of Alexey Viktorovich Kuzovkin (plaintiff)
Arbitration Court of Moscow
accepted by judge Kochetkov A.A.
Ninth Arbitration Court of Appeal,
accepted by judges Eloev A.M., Pirozhkov D.V., Kylova A.N.
according to the claim of Alexey Viktorovich Kuzovkin
to the Open Joint Stock Company "Armada",
third parties: 1. Arsenal Advisor LTD Company, 2. Closed Joint Stock Company Irkol
on invalidation of the decision of the general meeting of shareholders
INSTALLED:
Alexey Viktorovich Kuzovkin (hereinafter referred to as A.V. Kuzovkin, plaintiff) appealed to the Moscow Arbitration Court with statement of claim to the Open Joint Stock Company "Armada" (hereinafter - JSC "Armada", defendant) to invalidate the decisions of the extraordinary general meeting of shareholders of JSC "Armada" dated July 21, 2014.
By rulings of the Moscow Arbitration Court dated September 17, 2014, October 21, 2014, the Arsenal Advisor LTD Company and the Irkol Closed Joint Stock Company were involved in the case as third parties not making independent claims regarding the subject of the dispute.
By the decision of the Moscow Arbitration Court dated December 5, 2014, left unchanged by the Resolution of the Ninth Arbitration Court of Appeal dated March 18, 2015, the claims were denied.
Having disagreed with the judicial acts adopted in the case, Kuzovkin A.V. filed a cassation appeal, in which he asks to cancel the decision and order of the court of appeal, to send the case for a new trial to the Arbitration Court of the city of Moscow. The applicant refers to the court's violation of the norms of procedural and substantive law, to the discrepancy between the court's conclusions and the factual circumstances of the case and the evidence presented in the case.
In support of the cassation appeal, the applicant indicated that the courts did not apply the norms of paragraph 1 of Art. Federal Law dated December 26, 1995 No. 208-FZ “On joint stock companies"(hereinafter referred to as the Federal Law "On Joint Stock Companies"); The conclusions of the courts that the plaintiff did not have the status of a shareholder of the company at the time of filing the claim do not correspond to reality. The applicant also refers to the courts’ violation of the rules for assessing written evidence.
Duly notified of the place and time of the trial Kuzovkin A.V. they did not ensure the appearance of their representatives in the cassation court, which, by virtue of Part 3 of Article of the Arbitration Procedural Code of the Russian Federation, is not an obstacle to considering the case in the absence of representatives of these persons.
In accordance with paragraph 2 of part 1 of the article of the Arbitration Procedural Code of the Russian Federation, information on the consideration of this cassation appeal is posted on the public websites of the Arbitration Court of the Moscow District http://www.fasmo.arbitr.ru and http://kad.arbitr.ru on the Internet "Internet".
Representatives of the defendant OJSC "Armada", third parties CJSC "Irkol", the Company "Arsenal Advisor LTD" objected to the satisfaction of the cassation appeal based on the arguments of the responses to the cassation appeal, and consider the appealed decision and resolution to be legal and justified.
Having discussed the arguments of the cassation appeal, studied the case materials, heard the explanations of the representatives of the parties, checked in accordance with the article of the Arbitration Procedural Code of the Russian Federation the correctness of the application of the rules of substantive and procedural law by the courts of the first and appellate instances, as well as the compliance of the conclusions in these judicial acts with the factual circumstances established in the case and Based on the evidence available in the case, the cassation court does not find grounds to cancel judicial acts based on the following.
As established by the courts of first and appellate instances and as follows from the case materials, at the time of the contested meeting the plaintiff owned 1,136,457 shares of Armada OJSC, which is 7.89% of the authorized capital of the company, which is also confirmed by an account statement attached to the case materials depot
According to the decision of the Moscow Arbitration Court dated April 17, 2014 in case No. A40-26041/14, which entered into legal force, the Arsenal Advisor LTD Company was entrusted with the responsibility for convening, preparing and holding an extraordinary general meeting of shareholders of the company, with the following agenda days:
1. Early termination of powers of members of the Board of Directors of the Company;
2. Election of members of the Board of Directors of the Company;
3. Early termination of powers of members of the Company's Audit Commission;
4. Election of members of the Company's audit commission;
5. Approval of the Company's auditor
On July 21, 2014, an extraordinary general meeting of shareholders of JSC Armada was held, at which the following solutions on agenda items:
1. Early termination of powers of members of the Board of Directors of JSC AR-MADA.
2. Election of members of the board of directors of JSC Armada.
3. Early termination of powers of members of the audit commission of JSC ARMADA.
4. Election of members Audit Commission JSC "ARMADA".
5. Approval of the auditor of JSC ARMADA.
Having indicated that the meeting was held in violation of Art. Art. , Federal Law “On Joint-Stock Companies” in the form of failure to send voting ballots, without determining the location of the meeting (hall, floor), as well as due to the plaintiff’s failure to familiarize himself with the meeting materials, Kuzovkin A.V. filed this claim in court.
When refusing to satisfy the claims, the courts of the first and appellate instances were guided by the provisions of paragraph 7 of Art. , paragraph 3 of Art. , paragraph 2 of Art. , Federal Law “On Joint-Stock Companies”, as well as guided by the provisions of the charter of the company OJSC “Armada”, the provisions of the Order of the Federal Financial Markets Service of Russia dated February 2, 2012 No. 12-6/pz-n “On approval of the Regulations on additional requirements for the procedure for preparing, convening and conducting a general meeting of shareholders” came to the conclusion that the ballots for voting at the meeting were timely sent and delivered to the plaintiff’s address, but he did not take any measures to receive them.
At the same time, the courts have indicated that the Federal Law “On Joint-Stock Companies” does not provide for the obligation of a joint-stock company to make sure that the shareholder has received the voting ballot sent to him.
The cassation court announces the conclusions of the courts of first and appellate instances due to the following.
In accordance with paragraph 7 of Article of the Federal Law “On Joint-Stock Companies”, a shareholder has the right to appeal to the court a decision made by the general meeting of shareholders in violation of the requirements of this Law, other legal acts of the Russian Federation, the company’s charter, if he did not participate in general meeting shareholders or voted against such a decision and this decision violated his rights and legitimate interests. The court has the right, taking into account all the circumstances of the case, to uphold the appealed decision if the vote of this shareholder could not influence the voting results, the violations committed are not significant and the decision did not cause losses to this shareholder.
The procedure for applying this rule of law is explained in paragraph 24 of the Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated November 18, 2003 No. 19 “On some issues of application of the Federal Law “On Joint-Stock Companies”, according to which, when considering claims to invalidate a decision of the general meeting of shareholders, one should take into account, that violations of the Law that may serve as a basis for satisfying such claims include: untimely notification (failure to notify) the shareholder of the date of the general meeting (clause 1 of Article 52 of the Law); failure to provide the shareholder with the opportunity to familiarize themselves with the necessary information (materials) on issues included in the agenda of the meeting (clause 3 of Article 52 of the Law); untimely provision of voting ballots (clause 2 of Article 60 of the Law), etc. The claim to declare the decision of the general meeting invalid is subject to satisfaction if the violations of the requirements of the law, other legal acts or the company’s charter infringe on the rights and legitimate interests of the shareholder who voted against this decision or did not participating in the general meeting of shareholders. In this case, the court has the right, taking into account all the circumstances of the case, to uphold the appealed decision if the vote of the shareholder could not influence the voting results, the violations committed are not significant and the decision did not cause losses to the shareholder (clause 7 of Article 49 of the Law). To reject a claim to invalidate a decision of a general meeting on the specified grounds, the totality of the listed circumstances is necessary.
Consequently, when considering claims to invalidate decisions of the general meeting of shareholders, the court should establish whether the plaintiff is a person who has the right to appeal decisions of the general meeting, that is, a shareholder of the company; whether there was a violation of the law; whether the violations are material and whether such violations caused losses to the shareholder; the fact of shareholder participation in the general meeting and voting, as well as the opportunity to influence the voting results.
The courts of first and appellate instances, having examined and assessed all the evidence presented in the aggregate, taking into account the provisions of Art. Arbitration Procedural Code of the Russian Federation, came to the rightful conclusion that there were no legal grounds for satisfying the claims due to the lack of evidence that the decisions made caused losses to the plaintiff, and also because the plaintiff’s vote could not influence the voting results.
In addition, the courts also established that the applicant on the date of filing the claim and during the consideration of the case was not a shareholder of the company. The courts' conclusions are based on the lack of proof of this circumstance.
The arguments of the cassation appeal refuting these conclusions, indicating confirmation of this circumstance by the list of affiliated persons as of December 31, 2014, are rejected by the judicial panel.
The rights of owners of issue-grade securities in a non-documentary form of issue are certified by records on personal accounts in the register maintenance system or in the case of recording rights to securities in a depository - records on securities accounts in depositories (paragraph two of Article of the Federal Law “On the Securities Market”)
Within the meaning of this norm, confirmation of the status of a shareholder is an extract from the register of shareholders or an extract from a securities account (clause 13 Information letter Presidium of the Supreme Arbitration Court of the Russian Federation dated January 18, No. 144 “On some issues in the practice of consideration by arbitration courts of disputes regarding the provision of information to participants in business companies”).
By virtue of the article of the Federal Law “On Joint-Stock Companies”, the register of shareholders of the company contains information about each registered person, the number and categories (types) of shares recorded in the name of each registered person, other information provided for legal acts Russian Federation.
The rights of shareholders are confirmed by an extract from the register of shareholders, which is issued to the shareholder by the company itself (if the company itself maintains the register) or by the registrar (if the register is maintained by a professional participant in the securities market).
Thus, in the absence of an extract from the register of shareholders confirming the right of the corresponding person to shares on the date indicated in the extract, the list of affiliated persons of the company cannot be evidence confirming the plaintiff’s status as a shareholder of the company.
An analysis of the case materials indicates that the conclusions of the courts correspond to the factual circumstances and evidence available in the case, are based on a correct systematic assessment of the rules of substantive law to be applied, and comply with the rules of evidence and evaluation of evidence (part 1 of the article, parts 1 - 5 of the article of the Arbitration Procedural Code Russian Federation).
Essentially, the applicant's arguments do not concern violations of the law by the courts, but express his disagreement with the courts' assessment of the factual circumstances established on the basis of the evidence available in the case file.
The arguments of the cassation appeal do not refute the conclusions of the courts, do not correspond to the materials of the case, and are essentially aimed at re-evaluating the evidence that the courts assessed in compliance with the norms of Chapter 7 of the Code. Meanwhile, the limits of consideration of the case in the arbitration court of cassation are established by the provisions of Article 286 of the Code. In accordance with part 3 of this article, when considering the case arbitration court The cassation instance checks whether the conclusions of the arbitration court of the first and appellate instances on the application of the rule of law correspond to the circumstances established by them in the case and the evidence available in the case. Thus, the arbitration court of cassation is not vested with the authority to evaluate (re-evaluate) and study the factual circumstances of the case identified during its consideration on the merits.
Guided by the articles of the Arbitration Procedural Code of the Russian Federation, the court
