Types of raider captures. Raider capture - what is it? Who are the raiders? Criminal law is the main regulator of the criminal sphere

What is a raider takeover? His methods and methods of protection

Raiding, like other forceful methods of doing business, came to us from the West. The term "raiding" comes from the English "raider" - "participant in the raid." The concept implies a forceful hostile takeover of an enterprise, against the will of its owner (manager).

Raider activities also include corporate blackmail (“greenmail”). A forceful reception is called a raider capture. The purpose of such an event is to take control of the company's property without acquiring a predominant share in the structure of its capital. After the raiders gain control of the assets, they are usually withdrawn and sold. In this case, the profit can be more than 1000%.

The history of raider seizures

The appearance on the market of such a concept as “shares” served as an impetus for the emergence of raider seizures. Thanks to the shares, there was an option to take over companies without the consent of their management.

The most famous example of 18th-century takeovers is the attempted takeover of the French East India Trading Company by Jean de Batz. At the end of the 19th century, the most famous and successful raider was John Rockefeller. As an instrument of pressure, he used preferential prices for oil transportation.

Raiding reached a mass level in the 70s - 80s of the last century. Then a certain Michael Milken came up with the idea of ​​using "junk bonds" for these purposes. This is what high yield bonds are called. credit rating below investment grade (BB or below); usually issued by companies that do not have a long history and solid business reputation. "Junk bonds" are used by raiders for takeovers and buyouts, offering shareholders instead of cash. Milken became substantially richer through such machinations. His company, from 1974 to 1990, regularly held a multi-day "Predator's Ball" for the entertainment of the raiders and their meetings with capital investors.

Raider seizures came to Europe in the 1990s. And from there they got to us. In the countries of the former USSR, the impetus for the emergence of raiding was privatization. At that time, semi-legal businessmen, using bankruptcy procedures for enterprises with assets worth billions of dollars, acquired them for a million. A striking example: ZIL was bought for $4 million, and Uralmash for $3.72 million. Since then, raider seizures have become commonplace. Some even call this phenomenon the process of natural selection in the economic market.

Types of raiding and methods of protection against raider capture

It should be noted that in the United States, "raiders" are called the attacking party in the processes of mergers and acquisitions, without introducing a criminal connotation into this concept. It's just that, unlike friendly takeovers, there is always an injured party in raider takeovers.
In the countries of the former USSR, the situation is somewhat different and raiding is divided into several categories:
"White" carried out within the law. Basically, it comes down to corporate blackmail, that is, creating interference with the normal operation of the enterprise with the help of a minority stake in the expectation that the company's management will buy this stake at an inflated price in order to get rid of the blackmailer. Conducted through, for example, the organization of strikes or inspections by regulatory authorities. As a rule, this type of takeover is used in relation to companies with inefficient corporate governance and financial difficulties. Protection from this type of raiding can be obtained from judicial and administrative authorities.
"Gray" raiding is an activity in violation of civil law. At the same time, outwardly everything looks quite legal, but the totality of the applied methods as a whole constitutes a scheme of fraud. including bribery. officials, forgery of documents. "Gray" raiding is very common and applicable to any company. Protection against raiding of this kind is very difficult. Gray raiders are rarely prosecuted, despite the wrongful intent of their actions, since it can be very difficult to prove the wrongfulness of the intent of a set of apparently legal actions.
"Black" raiding transcends the norms of criminal law. Assumes a criminalized, violent method of capture: bribery, blackmail, force entry into the enterprise, forgery of the register of shareholders. This type of raiding can be applied to any company, but primarily to a non-public company. Protection against black raiding is carried out by all accessible ways, primarily in law enforcement and judicial areas.

Note that from year to year, the raider capture is constantly being improved in its scheme, modified, becoming even more veiled and almost completely legal in its actions. So it becomes almost impossible to punish the invaders.

Signs and methods of raider capture:

• Power actions, - change of protection, breaking of locks.
• Making transactions that do not fit into the logic of the business functioning of the enterprise.
• "Greenmail" - psychological pressure (quasi-legal method).
• Bankruptcy.
• Involvement of administrative resources (local or federal authorities).
• Operations with share capital(acquisition of up to 15% of shares - meeting of owners - change of management).
• Hired guide.
• Sudden changes in the composition of shareholders, management of the enterprise
• Challenging privatization (when an enterprise is privatized illegally);
• Through accounts payable (the raider buys up small debts of the enterprise and presents them for a one-time payment).

Ekaterina Romanova

In Russia, large profitable enterprises are always at risk of their expropriation in favor of interested persons - raiders.

At the same time, it is almost impossible to recognize the intention of third-party agents to capture in time.

Raiders operate secretly, often resorting to the help of law enforcement officers or other unscrupulous representatives of the executive branch.

Such actions are considered a crime. About what constitutes a raider capture and who the raiders are, further.

The word "raider" (from the English "raider" - raider, invader) in Russia has the same meaning as in the USA.

The main method of pressure on the victim today is the threat of criminal prosecution with compromising informational support.

The owners, risking losing not only their name, their clients, property, but also their freedom (in case the fraudsters have information about the illegal withdrawal of the organization's funds), are forced to agree to the conditions of the invaders.

Thus, raiding is a violent, forceful seizure of an enterprise, carried out without the consent of the owner or head of the organization.

Raiders find loopholes in the law and vulnerabilities in the company itself, which is a victim, which allows them to easily seize property.

Raiding is usually divided into 3 types:

Typical methods of raiding:

• Power actions (change of locks, protection).
• Using cascade methods.
• Change of ultimate beneficiaries of ownership.
• pressure on the business owner.
• Illegal appropriation of property or land, often with the use of administrative, state or law enforcement agencies.
• Provoking conflicts between partners.

Unauthorized seizure of other people's property today has reached an unprecedented scale in Russia: according to statistics, up to 70,000 raider seizures occur annually.

The peculiarity of modern raiding is that protection from attacks by invaders is required not so much for large companies as for small firms.

If earlier business was taken away by typically criminal, violent means, then modern raiders use outwardly completely legal methods, for example, artificially creating a loan debt of the victim company, illegally acquiring shares in the authorized capital, making changes to founding documents and etc.

To further legalize the actions to seize the business, the raiders involve a staff of qualified lawyers, as well as law enforcement agencies - riot police, police, etc.

As a result, the founders lose their property rights, suffer heavy losses, and the raiders get a ready-made business for next to nothing.

Raiding has a negative impact on the economic situation, as it eliminates competition - an integral part of market economy, leads to the ruin of small and medium-sized businesses, the loss of jobs.

For 2020, the situation is such that the Criminal Code does not have a separate article regulating raiding directly. Depending on the method used during the raider attack, criminals can be convicted under more than 10 articles.

The most common in judicial practice is considered to be Article 159 of the Criminal Code of the Russian Federation - fraud, which provides for liability for appropriation of another's property through deceit or breach of trust.

In addition to Art. 159, the actions of raiders are often qualified under other articles of the Criminal Code of the Russian Federation (in conjunction with Article 159 or separately from it), namely:

• Art. 179 of the Criminal Code of the Russian Federation - forcible coercion of the owner of the organization to conclude a transaction for the alienation of property.
• Art. 170 - applies to officials who register illegal transactions with distortion information from the Unified State Register of Legal Entities and the state cadastre.
• Art. 170.1 - submission of deliberately false data to the registration authority.
• Art. 173.1 and 173.2 - the use of figureheads and shell companies during the attack.
• Art. 183 - obtaining secret information constituting a trade secret.
• Art. 185.5 - substitution of the decision of the board of directors / general meeting.
• Art. 186 - production and sale of securities.
• Art. 196 and 197 - fictitious bankruptcy.
• Art. 303 - submission of falsified evidence to the court.
• Art. 327 - forgery of documents.
• Art. 299 - illegal initiation of a criminal case to prevent entrepreneurial activity.

This list of articles used to qualify raiding is incomplete..

Depending on the circumstances of the case and the schemes used, the actions of the raiders and their accomplices may also be qualified under other articles of the Criminal Code of the Russian Federation.

However, in practice, most sentences are issued to raiders on the basis of one of the 7 parts of Art. 159 of the Criminal Code of the Russian Federation, which provides for punishment for fraud committed by a citizen or a group of persons with the aim of acquiring ownership of another's property fraudulently in excess of official powers, under pressure or by prior agreement.

The Criminal Code provides for maximum liability under Art. 159 of the Criminal Code of the Russian Federation (part 4) in the form of imprisonment for up to 10 years.

How does a raid take place?

Raider takeover scenarios are usually planned in advance and can be very different.

Armed people in black masks on their faces - this is how a raider seizure is seen by an ordinary citizen of the Russian Federation.

However, now the forcible capture of the enterprise is a thing of the past, and more sophisticated methods have replaced it:

The above methods of seizing private property, of course, cannot be called honest, but from a legal point of view, they are quite legal.

Raider seizures in Russia can also be of a typically criminal nature. People who have serious connections in the executive authorities are using violent methods.

Among these methods:

Scenarios of raider attacks

Raider capture of an enterprise most often develops according to one of 2 scenarios:

1. Sale of assets. After the seizure of property, the destruction of tangible assets occurs: all equipment is sold, the building is demolished. In this case, the customer is a competitor or a developer who needs only a land plot.
2. Business expansion. Tough competition leads to the fact that two enterprises engaged in similar activities become crowded in the city. With the help of raiders, one of the owners captures a competitor and absorbs the enterprise.

Raiders today are, first of all, a team of highly qualified lawyers. By finding vulnerabilities in the company's bylaws, they can transfer private property in the name of another person in an apparently legal way.

Before the capture, the raiders spend a big preparatory work . They pay attention to every little thing: find out financial indicators enterprises, the cost of land and production assets, find out which services guard the object, whether the owner has a connection with the prosecutor's office or local authorities.

If necessary, additional measures are taken, for example, bribery of tax inspectors, judges, civil servants and other "important" persons.

Every year, laws are passed in the Russian Federation that prevent the development of raiding. But the invaders are finding new legal loopholes, so businessmen need to always be on the lookout.

To prevent the seizure of property successful entrepreneur must be prepared in advance for the attack of the raiders.

Focus on points such as:

Professional protection against a possible raider takeover is essential for any successful company. And preventive measures in this case are of paramount importance.

But if the company is not ready for an attack and the seizure has already begun, then in most cases it is not possible to save it from the raiders.

The so-called household raiders appropriate ownership of apartments and their own houses. What schemes are used by fraudsters to appropriate someone else's property?

Precautionary measures:

• Sign an agreement certified by a notary with tenants. Do not rely solely on verbal agreements.
• With frequent business trips, put the apartment on the alarm, and keep the documents of ownership in another place, otherwise they can be stolen and a number of manipulations with the home can be carried out.

Civil marriage also often leads to the seizure of the home. There is a well-known scheme in which the apartment is sold by the wife, and after a while the husband appears in the dwelling demanding the return of a certain amount of money for the expensive repairs he had previously done in the apartment.

In case of refusal, the raider sues the new owners.

It is necessary to protect yourself from raiding through the courts and law enforcement agencies.

In order to prosecute a raider for attempting to illegally seize a business or home, it is necessary to prove the presence of such elements of crime as:

• fraud (art. 159);
• arbitrariness (Article 330).
• extortion (art. 163).

To initiate an investigation into a raider seizure, you need to draw up a statement and contact the police and the prosecutor's office.

If criminal proceedings are denied, the victim should initiate legal proceedings or file a complaint with higher authorities.

Only competent defense in court and evidence of fraud, forgery, blackmail will help repel a raider attack on an enterprise.

The first raider attacks on large enterprises were recorded in the early 1990s. In modern times, scammers no longer bypass medium and small businesses. How to give a worthy rebuff to the raider capture? In the article we will describe how the appropriation of company property takes place.

What is the essence of the raider seizure of the enterprise

raiding(from English "raid", "raid") - illegal appropriation of private property of the company against the will of the owner in favor of a third party. Raider seizure- this is a fraudulent takeover of the company, as a result of which the raiders control the assets of the enterprise, and then sell them. Raiding does not stand still: developing every year, it finds more and more fraudulent ways to capture a business, which are difficult to recognize and incriminate as an illegal act.

Raiders can be:

• companies or associations of people specially united for the purpose of engaging in professional raiding, this also includes groups engaged in the seizure of real estate, shares, etc .;
• persons who use the corruption of various institutions of government and power in order to take possession of other people's real and movable property;
• holdings and corporations operating in specific business sectors and wishing to eliminate competitive companies through their acquisition;
• the largest holdings and corporations located in large cities, having great opportunities, owning huge resources, buying up real estate, enterprises, shares in order to increase their assets in this way;
• counterparties for business activities, shareholders;
• unscrupulous employees-managers who have access to the most important for legal entity documents, assets, management methods, etc.

In Russia, raider seizure of a business is a fairly common phenomenon, and it is aimed primarily at the unlawful seizure of movable and immovable property of a company, for example:

• land, buildings;
• money;
• production means;
• industrial equipment;
• company product.

C spruce raiders

1. Blocking supply contracts, as well as suspension of financing of concluded contracts. Raiders do this in order to deliberately reduce the cost of the object and nullify its business reputation. Such events lead to success if the suppliers or creditors of the victim company are organizations affiliated with the raiders.
2. Deliberate initiation of civil and criminal proceedings against a specific object, CEO or company owners. Bringing the organization to bankruptcy. The main goal is psychological undermining, withdrawal of resources, complication economic situation company, the formation of a negative attitude towards it, in order to further disseminate negative information about the organization. Raider capture weakens the protection of the enterprise, reveals weaknesses in the company's business activities. The invaders become aware of the details internal documents firms, and they can transfer assets to front organizations.
3. The maximum destabilization of the mental state of the owners of the company, their families and managers by various methods, which allows them to make an unreasonable decision to transfer the share of the organization, as well as to sell assets at a lower cost. Owners are deliberately driven to despair.
4. "Black PR" and viral marketing, bringing negativity and destruction to the enterprise. Such actions on the part of the invaders make it possible to turn society and the management bodies of the enterprise against the owners of the business and their management methods, reduce confidence in the documents they provide, and weaken any public and administrative support for the company.
5. Involvement of the prosecutor's office in the raider seizure, which, with the necessary documents and the support of the administrative apparatus of the company, leads to the fact that business owners destroy their business on their own.

Signs of a raider takeover

1. Conclusion of transactions that are contrary to the business activities of the company.
2. Replacing guards, breaking locks and other power actions.
3. "Greenmail" - pressure on the psyche (quasi-legal method).
4. Involvement of representatives of local or federal authorities.
5. Leading to bankruptcy.
6. Election of a new CEO.
7. Conducting transactions with the company's shares, for example: an extraordinary meeting of the company's owners, the election of a new leader, the acquisition of 15% or more shares, etc.
8. A sharp change in the composition of the sole executive body, shareholders, etc.
9. Active actions with accounts payable (for example, when raiders start buying up small company debts, and then at the same time make a demand for their payment).
10. Challenging privatization actions (when an illegal privatization scheme is used).

Invaders, as a rule, do not use one technique, for example, only a force or only a fraudulent scheme with documents. Raiders consider the “cascade method” to be the most effective, which creates several problems for the victim enterprise at the same time. The object of a raider attack is difficult to resist in several directions, the company simply does not have enough strength, since it will not be ready for an attack on its assets.

Types of raider seizures in Russia

1. "White" raiding carried out within current legislation. As a rule, with this type of takeover, corporate blackmail is used, i.e., at the expense of a minority stake, the raiders create problems for the company in order to force it to buy shares at an inflated cost. The victim organization is forced to purchase a block of shares in order to eliminate the blackmailer from the shareholders. Also, "white" raiding can be carried out by inciting regulatory authorities on the company or by organizing strikes. Typically, this type of capture is applied to firms with inefficient administration and financial difficulties. To protect yourself from "white" raiding, you need to contact the administrative and judicial authorities.
2. "Gray" raiding carried out outside the scope of civil law. If you do not delve into the details of the methods used by the invaders, it seems that legal methods are used, but in fact, fraudsters forge documents and bribe officials. "Grey" raiding can be applied to any enterprise, which is why it is so popular. Protecting a company from being taken over is extremely difficult. When using this type of raiding, fraudsters are almost impossible to be held accountable, since it is difficult to prove the intent of illegal actions that are outwardly lined up in accordance with the law.
3. "Black" raiding carried out outside the scope of criminal law. This method the seizure of a business is criminal and violent, as it includes blackmail, forgery of documents (including the register of shareholders), bribery, forceful methods, etc. "Black" raiding can be applied to any enterprise, especially to a non-public company. You can protect yourself from it different ways, but above all - using the assistance of judicial and law enforcement agencies.

They survived the raider takeover: 3 real stories

To resist the aggressive actions of rival companies, you need to know the basic, classic behavior patterns of business invaders.

O ways to protect say businessmen who have experienced attacks by competitors in an article electronic journal"Commercial Director".

Raider capture of which company is possible

Many believe that only largest organizations that were created after the privatization of state property. But actually it is not. Raiders take over both small and medium enterprises. By taking over such companies, fraudsters run less risk, since victims often do not have sufficient Money in order to provide yourself with highly qualified legal assistance.

Raiders are not interested in the business activities of the company, the goal is its assets. The first signs of a takeover can be disagreements between the co-founders of the business, corporate conflicts, resentment of minority shareholders, actions of competitive companies, etc. Most business owners consider their company to be completely safe if they have a controlling stake or “their own” person is appointed to the position of head. Having defended themselves in this way, business owners do not expect raider attacks.

Your business is at risk if you have the following terms:

• presence of corporate conflicts between co-founders (shareholders);
• ownership of real estate (buildings, structures, land) and other assets;
• the presence of double bookkeeping;
• the work of the company in the interests of customers;
• the admission of offenses in the process of privatization;
• high incomes through participation in public procurement;
• lack of activity with the creditors of the company.

How a top manager himself can provoke a raider takeover

Raider attacks are possible in case of incorrect actions of the company's managers, let's consider the main mistakes of top management.

1. The top manager is unable or unwilling to distinguish the opinion of the company's management from the opinion of its shareholders. Such typical mistake often committed at enterprises that have undergone the privatization procedure. The CEO, owning a decent block of shares and considering himself a large owner, gets used to treating the company's income as personal, using them at his own discretion. Such a manager will not try to earn in the interests of shareholders, because he already manages the organization's income. In this situation, there is a risk of forgetting about the existence of other shareholders and their interests. For example, 65% of the shares are owned by the general director of the company, and 35% of the shares belong to the employees of the enterprise, while the manager, confident in the correctness of his actions, forgets about paying dividends to the company's shareholders. A corporate conflict cannot be avoided, and it will not be difficult for the raiders to persuade shareholders and buy back all their shares at a fairly low price.

The head of the company practically does not pay attention to the efficiency of his enterprise. Most of the managers who had to deal with on the protection of projects believed that their company was conducting a profitable activity, significant both for the business niche they occupied and for the state as a whole. At the same time, none of the managers ordered an objective analysis of the work of their company, did not assess the value of the company either from the side of business or from the side of assets. This is a very common mistake, although a top manager must first of all evaluate the activities of the enterprise, know the value of the business and all existing assets in order to further prevent takeovers. For example, if an organization is the owner of large unused industrial areas, then the chances of becoming the object of a raider seizure are very high. Free resources should be rented or used in any acceptable way.

1. The leader doesn't pay enough attention. corporate governance company. As a rule, the CEO carefully monitors only production problems enterprises, forgetting to deal with corporate issues of a joint-stock company (or LLC). Joint-stock companies arose in the Russian Federation in an era of great change, laws changed at a rapid pace, there was practically no financial and legal culture, the institution of registrars had not yet been created. Some companies have not properly formalized the procedure for the issuance and placement of securities until now. Some joint-stock companies have not entered into agreements with registrars and keep registers on paper, transactions for the sale of shares are concluded illiterately, in violation of corporate law. This non-compliance with the laws allows you to sell and buy the same shares several times.
2. The archive of the organization is missing transparent history its corporate work, namely: minutes of annual and extraordinary meetings of shareholders, minutes of decisions of the board of directors, etc. The absence of a corporate history is a demonstration of the weaknesses of the company for the invaders. Any leader, despite the seeming readiness for raider attacks, must control the maintenance of corporate documents, the history of the acquisition and use of real estate and other assets of the enterprise.
3. The speed of concluding real estate transactions and the inattention of the responsible person when registering property. The confusion in the legislation related to property and land relations has led to the fact that many offenses have been identified in the registration of company assets. When planning a raider takeover of an OJSC or LLC, fraudsters often use information about real estate transactions made in violation of the law.

The widespread mistakes of top managers of an enterprise include forging documents, acquiring shares by fraudulent and illegal methods, conducting an additional issue of shares without taking into account the rights of shareholders.

How is the raider takeover of the enterprise

We single out the following stages of a raider seizure of a business.

Stage 1. Search and collection of necessary information about the victim enterprise:

• analysis of indicators of the economic situation of the company;
• assessment of the organization's assets;
• analysis of the history of the company;
• analysis of the enterprise management structure;
• assessment of the company's credit history;
• study of sources for the formation of a controlling stake;
• search for information about corporate disputes, as well as other conflicts with partners, contractors, competitors, etc.

Stage 2. Raider seizure:

• the acquisition of securities from shareholders who are indifferent to the fate of the company;
• suspension of the operation of the organization at the expense of a controlling stake;
• registration of ownership of the company's assets;
• seizure of power and ownership of the enterprise at the legal level;
• initiating criminal cases against the CEO of the company.

The most common raider takeover schemes

Based on the characteristics of a particular company, a raider takeover plan is formed. The article will not be able to reveal all the options for raider attacks, but we will consider the main and most popular schemes.

Scheme 1. Purchase of shares from small shareholders in order to acquire a controlling stake.

This method is considered the simplest and most effective, but it is rarely used, since free funds are required.

Scheme 2. Minority shareholders secretly organize a meeting to elect a new board of directors of the company

The newly created board of directors appoints new managers of the company. Majority shareholders may not have any information about the change of the CEO at all. The new owners submit a statement of claim to the judicial authorities demanding not to create obstacles for the future general director in managing the enterprise. The court issues a decision that obliges the previous management not to obstruct the new administrative apparatus in the course of fulfilling its obligations.

Scheme 3. Deliberate reduction in the value of the enterprise and the redemption of its assets.

For example, a business may be subject to numerous lawsuits in court that will affect its reputation and asset value.

Scheme 4. Changes to the founding documents of the company.

the federal law RF "On state registration of legal entities and individual entrepreneurs"was adopted in 2002 and greatly simplified the registration of individual entrepreneurs and legal entities, thereby showing ample opportunities for fraudsters to carry out various frauds in this area. Now state registration both legal entities and changes to the company's charter are carried out on the information provided by the applicant. The registering authority is not obliged to verify the accuracy of the submitted information, the responsibility for their authenticity lies with the applicant. So, raiders can submit an application to the tax office to change the director of an enterprise, using a fake company seal. The tax authorities will make an appropriate entry in the Unified State Register of Legal Entities about the changes, and the invader thereby receives an official extract from the register signed by the head tax office. Then the new CEO has the right to sell the company's assets to front companies, which, by virtue of the law, will subsequently be recognized by the court as bona fide owners.

Scheme 5. Forging contracts for the sale of company assets.

Raiders go through the state registration of real estate objects with fake documents, and then use a well-established scheme for selling property through front companies.

Scheme 6. Bribing and blackmailing business leaders.

Raiders deliberately provoke the head of the company to inappropriate actions. For example, a director, realizing that he is losing real estate, decides to resell it to a controlled person, forgetting to get consent to the deal of the general meeting of shareholders. Further, the raiders take an active part in initiating a criminal case against the general director of the company under article 201 of the Criminal Code of the Russian Federation “Abuse of authority”. The actions of such a scheme are aimed at further blackmailing the leader, whom the invaders intimidate with negative consequences.

Scheme 7. Deliberate initiation of bankruptcy proceedings against a company.

The raiders are engaged in buying up the debt obligations of the victim enterprise, and then initiate a bankruptcy case, which is conducted by “their own” arbitration manager, who actively helps the right people acquire the company's assets.

Scheme 8. Force capture.

To morally suppress the victim company is what the purpose of a forcible takeover is. In such a situation, it is not difficult to seize the documents of the enterprise necessary for the raiders. As a rule, power capture is carried out in parallel with a large-scale advertising campaign.

Expert opinion

Loan on onerous terms - another raider scheme

Eduard Savulyak,

Director of the Moscow office of Tax Consulting U.K.

A raider can be one of the counterparties or a bank that issues a loan on very unfavorable terms for the company (for example, using a controlling stake as collateral, the price of which is several times higher than the amount of the debt). The lender then obstructs the organization in various ways so that it does not repay the debt on time. For example, he initiates an inspection by various regulatory authorities, and since during inspections one can always find certain offenses, there is a chance to open criminal cases against the head of the company, to arrest the accounts and property of the organization. All these actions take time, which is what the raider seeks. As a result, the invader becomes the owner of a controlling stake. Then according to the worked out scheme: change of the general director, sale of assets.

Let's take an example from practice. For the construction, the organization needed a loan, which it successfully issued on the security of real estate. bank in loan agreement pointed out that the debtor is obliged to provide extracts from the USRR before the 15th day of each reporting month, which would confirm the absence of any encumbrance on the property, except as a bank pledge. If the organization violates the condition specified in the contract, the bank has the right to demand to repay the debt in full within 3 days. Undoubtedly, the day came when the company did not provide in the right time an extract from the USRR, she also could not return the amount of the debt within 3 days. Consequently, the bank seized the mortgaged property and initiated the foreclosure process through the judicial authorities.

An example of a raider capture from practice

Example 1

The open joint stock company SMES had approximately 11,000 shareholders among its owners. The administration of the enterprise has been consolidating a block of shares for several years. As a result, the head of the company managed to concentrate more than 45% of the shares in one hand, in addition, 8% of the shares were acquired, but not properly recorded in the register of shareholders. The register of shareholders was maintained by an independent registrar. In one day, the raider organization "RB" became the owner of 8% of the shares, i.e. the raiders were able to re-buy shares from shareholders who sold 8% of the shares to the company's management, but they did not register them in the register. It's just that the raider organization issued shares earlier and became their owner. In this way, the invaders were able to gain a clear advantage in the corporate conflict, and the head of the joint-stock company was forced into lengthy litigation.

Example 2

The Strom-4 open joint-stock company was founded by one shareholder F. The organization owned a house-mansion in the center of the capital with an approximate area of ​​​​more than 1000 square meters. m. The building was rented out, the fee more than suited F., he had no desire to sell either the shares or the property owned by the OJSC. There were people who became interested in a mansion in the center of Moscow, who offered to buy it. When F. refused to sell the house, he and his family were threatened with coercion to conclude a deal for the sale of the mansion on very unfavorable terms for the owner. To protect himself and his family, F. told the blackmailers that a controlling stake in the OJSC was sold to a non-resident Cypriot company. In reality, it was like this: F. bought a full stake in Strom-4 OJSC from himself, there were several nominal shareholders in Cyprus, F. was a beneficiary, information about which was hidden.

Example 3

Open Joint Stock Company "SIB" includes 8 shareholders owning from 5 to 20% of shares. He owned various assets, including other legal entities that also owned their own assets. The quarrels of the shareholders were so frequent that they could not come to a consensus: either they wanted to sell the company, then they wanted to manage the OJSC further, go for an IPO in a couple of years and not sell their shares to third parties during this period. In order to consolidate the composition of shareholders, it was decided to create a non-resident on the territory of the state of Cyprus, to sell him 100% of the company's shares. BUT sole member a Cypriot non-resident will become a non-resident in the British Virgin Islands. In such a society, all shareholders will be the ultimate beneficiaries. It was decided that they would conclude an agreement on the management of the company's assets, and the document would also determine the methods for alienating shares of a non-resident in the British Virgin Islands and methods for resolving conflicts, etc.

Tip 1. Mandatory information security.

Companies need to take steps to protect any information that may become available to raiders. To do this, you can attract highly qualified lawyers who will monitor the degree of inaccessibility of corporate and commercial data, instruct employees of the enterprise, and attract additional specialists working in the field of information security.

The company should be aware that government agencies are not required to notify it in the event of an interest in the organization by third parties. It is necessary to be vigilant for the leakage of any information from the firm. Periodically, it is necessary to exercise control over the information obtained from the register of rights to real estate, from the Unified State Register of Legal Entities, from the register of shareholders, etc. To track all changes made to the Unified State Register of Legal Entities, you can view the website of the Federal Tax Service of Russia.

As a rule, even good relations built between the head of the company and shareholders are already an excellent defense against raider attacks. The CEO must respect the rights of his employees, as information is often leaked through offended employees who want to harm their former employer.

For joint-stock companies it is important to develop a strong relationship with the registrar, because if the company is suspiciously interested through him, you will quickly become aware of this.

Tip 2. Continually review company documentation.

As a rule, absorption begins with an analysis corporate information about the company, its documents. The strategy of raider capture is determined by the results of the study and evaluation of the enterprise. It is important for the manager to take preventive measures against the takeover of the company, so ordering a legal diagnostic of the company will be able to show the history of the acquisition of a controlling stake by the owner of the business, the history of transactions concluded in previous years, the composition authorized capital, the list of authorities of the governing bodies, the level of receivables and payables, the legal regime of real estate and other assets of the company, etc. Such a measure will help identify security weaknesses in the organization, which will lead to their elimination or minimization.

A company must carefully prepare corporate documents, because errors in them often open up opportunities for raiders to take over. To prevent a raider takeover of an LLC (JSC), the charter of the company should carefully and in detail prescribe the procedures for preparing, holding meetings of shareholders (or participants), appointing and replacing the general director, the procedure for approving major transactions, the list of powers of management bodies, the procedure for approving interested-party transactions and transactions where a conflict of interest arises.

Tip 3. Asset protection

The target of the takeover is the real estate of the victim company. Therefore, if you want to avoid a raider takeover, ensure legal protection of the company's real estate resources. To do this, you can use the following preventive methods:

• transfer assets to another company that is not involved in the work of the main organization;
• create manageable debt to subsidiaries;
• draw up a mortgage agreement on real estate with a subsidiary or with a reliable friendly organization;
• draw up a lease agreement for an indefinite period with a subsidiary or a friendly organization indicating a large penalty for unilateral termination of the agreement or for material breaches of obligations under the agreement.

Carrying out such events will make the capture unattractive and unprofitable for the raider, since it significantly increases the cost of it. A deliberately created encumbrance creates additional obstacles for raiders in the case of unlawful possession of the victim's company's real estate.

The introduction of "golden parachutes" for the top management of the company also stops the raiders, because it leads to additional costs for a raider attack in the event of a change in leadership. "Golden Parachute" is the compensation that the company will be obliged to pay to the management in case of early termination with it labor contract, while the law does not limit the amount of such benefits.

Tip 4. Business restructuring.

As a protection for your business, you can restructure the company, that is, divide the activity into several legal entities. As a result, the company will be owned by a group of related legal entities, which include:

• a company that owns all the assets, but its activities are minimal, which means that the risk of debts and litigation is reduced to zero;
• a management company: it employs lawyers, accountants, economists, top managers who administer the activities of a group of companies;
• a company engaged in the sale of products and services;
• company dealing with production process, i.e. carrying out the direct provision of services (production). Such an organization uses assets leased from the owner enterprise.

Such a restructuring of the business will help the company protect its assets and make it more difficult for a raider takeover.

Tip 5. Keep records of powers of attorney.

It is not uncommon for a victim enterprise to be represented in court by a person under a previously issued power of attorney by a former employer or a representative under a power of attorney issued by the company's unlawfully adopted new CEO. In this situation, the company does not receive information related to a particular court proceeding. The company learns about the decision taken by the court only when the bailiffs initiate enforcement proceedings in the case.

In order for the company not to have problems in the future from illegal actions of persons who were issued powers of attorney for the right to represent its interests, it is necessary to keep records of the movement of issued documents. Keep a special journal in which you need to indicate: the type of power of attorney, the number of the power of attorney, the date of issue, the full name and passport details of the authorized person, the validity period of the power of attorney, an indication - with or without the right of substitution, the representative will act. We recommend that you also provide information about the revocation of the power of attorney. In the future, the maintenance of such a log may become evidence that the person who presented himself as acting by proxy is in fact not a representative of the company. If the head of the organization loses confidence in the representative or there are reasons to believe that such documents are illegally issued on behalf of the legal entity, they must be urgently withdrawn.

The law does not define the process for revoking a power of attorney, but in practice, as a rule, management issues an appropriate order, and also notifies writing institutions and organizations where the person acted on behalf of the company. So, on the site of the majority arbitration courts published information on powers of attorney revoked by principals. Providing information published in open sources, may serve as evidence of the revocation of this document.

In what ways is it possible to counter the raider seizure

To resist the raider takeover of the business, it is necessary to apply preventive measures to protect the company. Nevertheless, it is far from always possible to track down and prevent a possible attack. Consider several ways that indicate the preparation of the capture of the organization.

Method 1.Change of CEO

It is possible to replace the general director of the company by forging the minutes of the general meeting of shareholders (participants) on the appointment of the head and the illegal actions of the notary who applied for registration with the tax office. tax service The Russian Federation is not obliged to verify the accuracy of the information submitted by the applicant, and therefore the state registration of falsified information is quite real.

If the appointment of the general director was illegally registered in the Unified State Register of Legal Entities, then the newly-minted head may as soon as possible enter into transactions on behalf of the company that alienate property, burden the company with collateral obligations, correct information in the register of shareholders, issue appropriate powers of attorney, etc.

Constantly monitor all changes in the Unified State Register of Legal Entities on the website of the tax office, order an extract from the register more often. Such measures will allow you to quickly respond in case of illegal entry of other information into the Unified State Register of Legal Entities.

If you find changes made to the Unified State Register of Legal Entities for your company that you did not make, notify the tax authorities as soon as possible about the illegality of the available data. In parallel, apply to the court with a demand to invalidate the changes made. If the data relates to the election of a new director, then notify the executive, judicial, law enforcement agencies, institutions and organizations of the falsification of information about your company. We recommend that the joint-stock company urgently contact the registrar and warn about the impending attempt of fraudsters to make changes to the register of shareholders.

Method 2.Change of ownership of the company's real estate

A change in the ownership of real estate may mean the beginning of a raider takeover. What should I do if the company, upon receiving an extract from the USRR, learns about the change of ownership of real estate, but at the same time it has not entered into transactions for the alienation of property?

To consolidate the rights to the real estate of the victim company, the raiders must register the property. Most likely, the deal was carried out using falsified contracts with fake signatures of the head, or the conclusion of the deal was executed by the new CEO of the company. Then the raiders will try to resell the illegally acquired property so that the subsequent buyer is recognized as a bona fide purchaser.

If you are faced with a change in the ownership of real estate, but at the same time you yourself did not make a transaction, urgently apply to the court, demanding in a statement of claim that the transaction be recognized as invalid. In parallel, submit applications to law enforcement agencies, local authorities and state authorities.

Method 3.Falsification of the register of shareholders

If, upon receipt of an extract from the register of shareholders, the company revealed illegal registration actions for the alienation of JSC shares to third parties, this means that it has undergone a raider seizure. The raiders took advantage of the negligence of the registrar and handed them fake documents.

As a rule, after making changes to the register of shareholders, the raiders begin to use greenmail (corporate blackmail). If, however, a sufficient block of shares is in the hands of blackmailers, they will try to initiate general meeting shareholders, the purpose of which is to change the CEO or consider approving a major transaction.

Prevention of such a method of corporate raiding of an OJSC will be a detailed description in the company's charter of the process of convening a general meeting of shareholders, as well as a maximum list of issues that can be resolved only by a meeting of shareholders.

In such a situation, the company must urgently apply with a statement to law enforcement agencies and appeal against the actions of the registrar in the judicial authorities. At the same time, in addition to the statement of claim, it is necessary to file a petition for the imposition of interim measures in the form of a ban on the alienation of securities.

Method 4.Corporate blackmail

When the general director of an enterprise is subjected to blackmail in order to compel the conclusion of a particular deal of interest to the raiders, it is possible to bring the participants in such actions to criminal liability under article 179 of the Criminal Code of the Russian Federation “Forcing to make a deal or to refuse to make it.” It is difficult to collect evidence against blackmailers because their claims are veiled. However, evidence can be recorded telephone conversations, dictaphone recordings, etc. In the presence of such evidence, law enforcement agencies are able to conduct a more detailed investigation.

Method 5.Discrediting publications in the media

Often, participants in raider attacks use the publication of defamatory information in the media in order to create a bad reputation for the company. If such publications appeared, then it is necessary to apply to the court with a demand to force the media to give a refutation of the previously published false information, as well as the recovery of material damage caused to the company by such publications. The lawsuit must be based on the violation by the media of Article 152 of the Civil Code of the Russian Federation “Protection of Honor, Dignity and Business Reputation”.

Method 6.Multiple court proceedings

If the company is in a difficult situation and is the defendant in numerous legal proceedings related to labor disputes, penalties government agencies and others, it is important to immediately seek the help of highly professional lawyers. There were cases when raiders brought a victim enterprise to bankruptcy in a couple of months, and then seized its assets. The federal bankruptcy law allows claimants with a minimum amount of debt to enter the register of creditors, and the activities of an arbitration manager, taking advantage of loopholes in the law, can be far from being carried out in the interests of a bankrupt company.

Expert opinion

The procedure for raider capture

Evgenia Golenkova,

General Director of the Agency for Anti-Crisis Technologies and Investments (Phoenix Group)

In the event that the property of your company is being misappropriated or your assets have already been seized, you need to take the recommended actions.

1. File a complaint about the crime with law enforcement agencies, notify that it is possible that your property may be misappropriated in favor of third parties. The investigating authorities first of all inform the Federal Tax Service, the Federal Reserve and will impose a ban on any registration actions with your property. Such notices to registration authorities are not binding, but nevertheless they are willing to assist law enforcement agencies.
2. File a motion with the court asking for a lien on your property and an injunction against any registration actions with him. Attached to it will be documents confirming your ownership of the property, any evidence of misappropriation of assets by third parties. Such interim measures will allow you to suspend further actions of raiders and the resale of property to third-party companies, which may later be recognized as bona fide purchasers.
3. If you file a claim to invalidate a real estate sale and purchase transaction, at the same time submit a statement to the FRS about a claim to your property in order to subsequently remove all claims of allegedly bona fide purchasers. Be sure to attach evidence of the consideration of your claims in the judicial authorities.
4. When examining the case of a raider seizure in court, use the judge's right to make all kinds of requests to the registration authorities. If necessary, during the court session, file a petition to demand from the registration authority evidence of registration actions with the provision of all documents that were handed over by the raiders.
5. Demand an examination of falsified documents submitted to the registration authorities.
6. When filing a claim regarding the invalidation of certain decisions of the registration authorities, identify these documents, write down the number and date, so that if the court decision is positive for you, it can be executed without delay.

What threatens for a raider seizure under the Criminal Code of the Russian Federation

The Criminal Code of the Russian Federation does not contain a special article on liability for the implementation of a raider seizure of a business. But violators can be prosecuted for extortion, fraudulently stealing someone else's property, forcing them to make a deal, etc.

Extortion (Article 163 of the Criminal Code of the Russian Federation)- this is a demand for the transfer of someone else's property or the right to property, committed with the threat of destruction, damage to someone else's property or the use of violence, as well as using the threat of disseminating information that dishonors the victim company, its head or members of his family.

Fraud (Article 159 of the Criminal Code of the Russian Federation)- stealing someone else's property or acquiring the right to someone else's property by breach of trust or deceit.

As a rule, when carrying out a raider seizure, raiders and their accomplices commit a set of crimes, the responsibility for which is regulated by the Criminal Code of the Russian Federation.

Information about experts

Eduard Savulyak, director of the Moscow office of Tax Consulting U.K. From 1995 to 2003, E. Savulyak worked in leading positions in such large Russian banks as Sberbank, Alfa-Bank, SBS-Agro, Promstroibank. Since 2003 he has been providing professional advice on asset protection, investment and tax planning. Implemented projects to protect the assets of 37 Russian companies; for the implementation of agreements for the sale of a timber company, a pulp and paper mill, construction companies in Moscow, seven regional banks; for the construction of the largest holdings of 100 companies and banks in Russia.

Evgenia Golenkova, General Director of the Agency for Anti-Crisis Technologies and Investments (Phoenix Group). E. Golenkova received a diploma from the Academy economic security Ministry of Internal Affairs of the Russian Federation. In the Agency for Anti-Crisis Technologies and Investments, she began working as a legal assistant. E. Golenkova witnessed the formation Russian market protection from hostile takeovers. JSC Agency for Anti-Crisis Technologies and Investments (ANTI) is a part of the Phoenix group of companies. The company is successfully engaged in protection against hostile takeovers, settlement of corporate conflicts, closely cooperates with the National Anti-Corruption Committee in developing a methodology for identifying corrupt links in hostile takeovers. For 6 years of work, the company has implemented 30 projects to protect large and medium-sized enterprises from hostile takeovers. The staff of JSC is 45 employees. The clients of JSC "Agency for Anti-Crisis Technologies and Investments" are small companies as well as major organizations market price assets of which is more than 60,000,000 US dollars.

The greatest encouragement of crime is impunity

Who encourages raider seizures of enterprises, if not the authorities?

It is not difficult to take over a company, because there is no law that would clearly characterize the term "raiding" and determine responsibility for this crime. Among other things, the government contributes to the seizure of enterprises, because in most cases, the corruption of officials allows you to seize necessary documents, which greatly simplifies the life of the raiders.

Power capture methods are used very rarely today. Raiders have become more “skilled” and actively use gaps in legislation in their work. The most common today are following methods enterprise capture:

Enterprises operating in the form of OJSC are at risk if the block of shares is "scattered" in unequal parts among shareholders. For maximum security, it is important to form a controlling stake with one of the company's leaders. If this has not been done - wait for the raiders. They buy up shares, become owners of a large number of them, and then, by blackmail and threats, they get the rest.

The practice of “parallel governing bodies” is also not uncommon. In this case, the criminals hold parallel meetings of shareholders, appointing the general director of the enterprise. AT judicial order the decisions of such a meeting are not invalidated, which means that two boards are formed in the company. Each of these bodies positions itself as the only legitimate one, carrying out significant corporate actions. The legal department will have to deal with the consequences of such a move and the reality of one of the boards for quite some time. In addition, fraudsters often use acquaintances in law enforcement agencies, which allows them to falsify documentation without a twinge of conscience.

Limited liability company: methods of power change

In societies with limited liability raider takeover is most often carried out with the help of a forgery of an agreement on the sale of shares, a change in the general director. In a short period of time, many owners change shares, most often offshore companies.

The main snag for real owners is that going to court with a lawsuit to recover property from illegal possession ends, if not in failure, then in the collapse of the business. If the raiders used offshore companies in the scheme, then the process will be delayed at best for six months - this is the period set for notifying enterprises that do not have a representative office in the Russian Federation.
For a long period, during which court hearings will be held, the company has a large credit debt, in most cases the property has already been sold. You need to understand that the main goal of the raiders is not to acquire shares of the company, but to sell all the property of the enterprise. The final result for the real owners is obvious - the business will cease to exist, because it is almost impossible to prove the illegality of the transaction, and even more so - to return the area to the owner.

SNT and other organizations operating in the form of partnerships

Raiders organize an initiative group that holds a general meeting. They collect signatures, as a rule, by intimidating residents of apartment buildings or owners of land plots. In most cases, they are blackmailed by cutting off the supply of electricity or heating.

Also, debtors or persons who have never previously participated in the fate of the partnership are involved in the vote. Outcome: the meeting was held, a new manager was chosen, the raider takeover was carried out. For tenants and owners, this threatens to increase debts for utilities, because the criminals issue new receipts indicating their details, the provision of services "leaves much to be desired."

Raiders buy up the company's debt obligations and build up accounts payable. Further, very logical circumstances occur: unreasonable demands are made on the debtor, which he is unable to repay. Bottom line: declaring bankruptcy, and, accordingly, obtaining property is practically free for raiders. It is impossible to resist such a scheme without experienced lawyers.

The above methods are not all that criminals who want to take possession of your property are capable of. Unfortunately, you can not count on the fact that you can do it "on your own." If you refuse to voluntarily transfer the reins of government to the wrong hands, your business will suffer the fate of the Sunrise company, well-known throughout Russia - millions in losses, litigation, devastation in warehouses, and a prison term for the head.

Getting rid of annoying attention to your entrepreneurial activity is very simple. To do this, it is enough to conclude a security agreement with the private security company "Ilgoria". In rare cases, criminals try to carry out a raider takeover of an enterprise that is under the reliable protection of professionals, because they understand how it will end. PSC "Ilgoria" will provide you with not only physical protection, but also legal support. Call now!

What is the article about?

• 1 What is raider capture?
  • 1.1 Species
  • 1.2 Goals
  • 1.3 Stages
  • 1.4 Signs
• 2 Who are raiders?
• 3 Examples of raider takeovers
• 4 Raiding and legislation
• 5 Is it possible to protect yourself from raiders?

Raider capture is one of the most common phenomena in Russia. According to the National Anti-Corruption Committee, about 700,000 such cases are recorded per year on average. The victims of the invaders have long been not only large companies but small and medium business.

What is a raider takeover?

The very concept of "raiding" comes from English word raid (raid) and means the transfer of private property of the organization in favor of a third party against the will of its rightful owners. Accordingly, the raider takeover of an enterprise is a fraudulent takeover procedure in order to gain control over assets.

Kinds

AT modern conditions raiding has grown into an independent sphere of illegal business with three directions:

1. Black - carried out with gross violations of criminal law, the invaders resort to criminal methods: blackmail, corruption schemes, falsification of documents, forceful intervention, etc.
2. Gray - goes beyond civil law, the main tools are forging documents and bribing officials. With proper execution, it is difficult for the victim enterprise to prove the corpus delicti. To date, this direction is the most popular.
3. White - does not imply a violation of applicable law. Raiders resort to manipulating the share prices of the victim company with the help of minority shareholders, filing complaints against the company with regulatory authorities, organizing employee strikes, etc. White raiding methods are designed to capture enterprises that have financial difficulties and an inefficient management system.

Goals

Raiders' goals should be considered in relation to the means they use:

• Psychological pressure on the owners of the enterprise, their relatives and friends. The result of such actions is logically unreasonable decisions to transfer a share in a company or sell part of its assets at a clearly underestimated value.
• Black PR directed against certain organization and setting society and enterprise managers against the owners. This reduces the credibility of the actions of business owners and weakens the external support of the firm.
• Undermining the company's business reputation by blocking supplies and temporarily or completely stopping the financing of contracts, leading to a deliberate decrease in its value. Such a scenario is possible when the creditors or suppliers of the victim enterprise are loyal to or subservient to the raiders.
• Involvement of the prosecutor's office in the process of raider seizure using the support of the administrative apparatus. Such actions lead to the fact that the owners of the enterprise liquidate the business under pressure.
• Initiation of criminal and civil cases against the company, its owners or CEO in order to gain access to internal documentation, disseminate negative information, bring the company to bankruptcy, etc.

Stages

Raider capture generally consists of two stages - preparatory and final. The first stage is connected with the collection of information about the victim company. It includes:

• analysis of economic indicators of the enterprise;
• business valuation (assets valuation);
• credit history research;
• study of the management structure;
• analysis of the sources of formation of a controlling stake;
• obtaining information about internal and external conflicts of the company, etc.

The second stage is directly related to the takeover of the company and involves:

• redemption of shares from co-owners who are not interested in the fate of the enterprise;
• suspension of the company's activities through the manipulation of securities;
• initiating lawsuits against executives and business owners;
• privatization of assets;
• legitimizing the takeover of the company.

Naturally, the methods that will be used by attackers at the capture stage will differ depending on the type of raiding.

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signs

You can identify criminal acts by characteristic features, which include:

• forceful actions - the introduction of affiliated persons into the company's security service, illegal entry into the office, etc.;
• unexpected change of the general director of the enterprise - when there is a suspicion that the decision to appoint the director of an LLC or a joint-stock company was made with the participation or under pressure from interested third parties;
• atypical involvement of government representatives in the activities of the company;
• suspicious transactions with shares - the acquisition of a large block of securities, an extraordinary meeting of shareholders, etc.;
• conducting transactions that are harmful to business;
• psychological pressure on the owners and managers of the company;
• challenging privatization actions using illegal schemes;
• active buying up of small debts of the company in order to simultaneously file claims on them, etc.

In most cases, the invaders use several schemes at once, combining forceful and fraudulent methods. The most effective, according to the raiders, is the creation of numerous problems for the company - attacks in several directions complicate the actions of the defending side.

Who are the raiders?

Professional invaders should be distinguished from situational ones. Representatives of the first group approach their activities as full-fledged business- they maintain a database of potential victim enterprises, have a team of specialists in the fields of economics, jurisprudence, psychology, and take over firms not only on their own initiative, but also by order.

The second group includes:

• companies that want to eliminate competitors in their niche - if benchmarking has shown that it will not be possible to remain competitive in an honest way, business owners may be inclined to a raider takeover;
• large holdings, buying up enterprises, real estate and securities in order to increase assets;
• unscrupulous employees, contractors and shareholders who have access to important documents or levers of company management and decide to take possession of part of its assets.

Most often, the subjects of raider activity are oligarchs, professional investors, financial and industrial groups and intermediary organizations that fulfill the will of the customer.

Examples of raider takeovers

The activities of the invaders often become a story for the media, gaining wide publicity. Vivid examples of raiding of different scales:

• In 2003, the Moscow company Asta, a manufacturer of women's shoes. During the forceful seizure, the office, located in the city center, was occupied by armed people. Employees of the firm left the building forcibly. Later, the investigation established that six months before the mentioned incident, 80% of the shares of Asta minority shareholders were bought out by the Rosbuilding company, which had previously been noticed in the commission of raider activities. Majority shareholders of "Asta" were able to achieve justice in court, although the proceedings took about a year.
• JSC "SMES" at one time was subjected to a raider attack due to a legal flaw. The composition of this joint-stock company consisted of about 11,000 holders of securities. The head of the company concentrated in his hands more than 45% of the shares, another 8% were acquired by him, but not registered in the register. The raiders took advantage of this situation by re-buying up the same 8% that was actually in the possession of the leader, but this fact was not legally recorded. The invaders issued the shares to themselves, initiating a corporate conflict and a lengthy lawsuit.

Raiding and legislation

Despite the fact that criminal methods can be used in the process of capturing an enterprise, the very essence of raiding does not violate the norms of the current legislation, which made it possible to turn such an activity into an organized business.

From a legal point of view, the actions of raiders do not always lend themselves to a clear qualification or are regarded as violating the law. The main problem for the injured party is the difficulty of proving the completeness and completeness of crimes.

According to the analysis of modern judicial practice, raiders in most cases are prosecuted under the following articles: extortion, bribery of officials, forgery of documents, fraud, abuse of power, etc. But here it is important to note that out of the hundreds of thousands of seizures that take place every year, only 10% end in prosecution. The disadvantage of the absence of a separate law that would clearly regulate the concept of raider activity and simplify the prosecution of persons carrying out it becomes obvious.

Forceful (black) methods of capture today are gradually giving way to gray schemes based on loopholes in the law, legal illiteracy of the managers of victim companies and creating conditions for business in which its normal conduct is not possible.

Is it possible to protect yourself from raiders?

You can protect yourself from even the most professional raiders if you use a systematic approach:

1. It is necessary to build a clear scheme for managing the company, which will take into account the specifics of the business and agreements between the co-owners. It is recommended to periodically check corporate documentation for errors and shortcomings. For verification, it is desirable to involve an experienced and reliable lawyer. The shortcomings of internal documents greatly facilitate the work of raiders and complicate the protection of assets. In particular, in order to minimize the risk, it is necessary to clearly state in the Charter:
   • the procedure for appointing participants, the rules for holding their meetings, how the founder exits the LLC, etc.;
   • procedure for dismissal and appointment of the General Director;
   • decision-making procedure;
   • the procedure for conducting major transactions in which interested parties are involved and a conflict of interest may arise;
   • powers of governing bodies.

Important: founders of joint-stock companies are advised to establish a trust relationship with the registrar in order to receive information about unhealthy interest in the organization from third parties.

1. The rights to the real estate of the enterprise must be registered in accordance with the established procedure so that invaders cannot take possession of one or another object.
2. It is important to control the company's debt obligations - debt can become a bait for raiders. Experienced entrepreneurs advise against giving the authority to manage all the company's debts to one person.
3. Since most of the documentation today is stored in in electronic format, must be given Special attention information security and protect data from hackers by hiring experts in the field and instructing workers.
4. A friendly atmosphere between management and employees also contributes to protection against raiders. An employee who is satisfied with his superiors is more likely not to give out corporate secrets to third parties. There are cases when a top manager, when moving from one company to another, having a grudge against the old management, appropriated client base and documents that were subsequently used by the raiders.
5. The invaders can be fought with the help of the media - the more the case of raiding is discussed in the news, the less the attackers have the desire to continue their activities under pain of criminal punishment.

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Today, any enterprise can fall into the sphere of interests of raiders, especially if it has attractive assets. To develop the most effective strategy for protecting against attacks by intruders, it is necessary to contact specialists in a timely manner - it is always better to prevent a capture than to deal with its consequences.