As the conflict developed
Worked at Sberbank Petrov, Laguta and Novikov became partners Avetisyan in 2014, when agreed to establish on the basis of the Bank “Regional credit” online banking for small business, said in the claim, the authenticity of which was confirmed by interlocutors from different sides of the dispute. “Recredit” later renamed Modelbank, Petrov was the head of the Board of Directors, Novikov was a member of the Board, and Laguta held the position of Chairman of the Board of the Bank. Now “Module” assets to 20.5 billion. is the 142nd place in the Russian banking system.
Shares Modelbank Petrov, Laguta and Novikov received 31 may 2016 after signing with Avetisyan of the agreement to purchase 7.5% of the Bank, which was estimated at 230 million rubles under the contract, the bankers didn’t pay for the paper at once: they had to pay in installments until the fall of 2021 at the expense of dividends.
Because of the conflict Avetisyan with Baring collapsed deal to attract investors in a “Module” is stated in the claim, although in 2018, banks have sent an offer to purchase 100% of the “Module” for 10-12 billion. the Founders of the Bank began negotiations with Avetisyan on withdrawal from business. Avetisyan and his lawyer, as stated in the document, proposed the following scheme: Petrov, Laguta and Novikov undertook to transfer the shares, to withdraw from the “Module” and not to create new business in the region online banking for small business in Russia. The Bank in turn paid them compensation for termination of employment agreements.
Petrov, Laguta and Novikov in the claim say that they have fulfilled their obligations: terminated contracts and transfer the shares to Avetisyan, the Bank paid compensation in the amount of 15 million rubles. each, instead of 186 million rubles, and the opposite party refused further performance of obligations. “As a result of execution of agreements on our part and rejection on the part of Mr. Avetisyan we lost promotions and jobs with decent wages,” write the former minority shareholders. They have not received and compensation for the assumed restrictions when implementing business ideas.
Parachute or compensation
Petrov said earlier “Vedomosti” that the formula for compensation was spelled out in the agreement on the termination of the employment contract. It was calculated on the basis of net profit Modelbank RAS 2019 (777 million rubles) multiplied by seven. From the resulting sum was subtracted the initial value of the business at 3 billion rubles, and the result was multiplied by the proportion of business founders (in the formula, there were several indicators). In the end, according to Petrov, the three minority shareholders were to receive approximately 435 million rubles.
In a press-service Modelbank call compensation managers a Golden parachute. “Shortly before his dismissal, former top executives prepared and approved by the Board of Directors of the Bank the agreement on compensation in connection with the dismissal of the so-called Golden parachutes”, — said there. The agreement provided for the payment of compensation on the basis of the final annual accounts of the Bank for the year 2019, provided that top managers are faithfully fulfilling their commitments. “In the end, the Bank’s performance under the leadership of Petrov, Novikov and Lahuti and based on the approved annual accounts, the compensation is not provided,” — concluded the press service Modelbank.
To the Bank on compensation compensation for termination of labor contracts filed three lawsuits. The court considered the claim so far, only Petrov and denied in its satisfaction.
Lawsuits against Avetisyan associated with the compensation for “unjust enrichment”, which is calculated from the increased value of the shares Modelbank. The founders of the Bank over the shares of Avetisyan in January for free by terminating the contract of their purchase, and two months later, the Bank acquired 7% stake from another minority shareholder and partner Avetisyan Sherzod Yusupov 420 million rubles. Each of the minority shareholders, according to their position, sustained a loss of about 200 million rubles due to the increased value of securities in the amount of more than RUB 600 million of Them require Avetisyan. The applicants are ready to dialogue with him, says the claim, the owner sent the proposal for pre-trial settlement.
The London court accepted the claim, the Baring of shareholders of Bank “East”
Banking secrecy and audit
Avetisyan, in a letter to the Chairman of the Commission on ethics RSPP said that he considered it impossible at this stage of its consideration of any claim otherwise than in the manner prescribed by law. “I personally bound by the obligation of banking secrecy,” he wrote, adding that “disclosure of this information is possible only in judicial proceedings”. He also pointed out that “all efforts” Petrov, Novikov and lagouti immediately after the signing of controversial agreements were aimed “to achieve at any cost formal indicators of influence (as they thought) to increase compensation for their dismissal”. “These facts were revealed by the auditors of the big four,” wrote Avetisyan.
According to the partner of the Bureau “A2 Lawyers,” Mikhail Alexandrov, as Modelbank is not a public company other things being equal “difference in value of transactions, even if committed in a very close time period, in itself, is not grounds for their contestation.” But there may be other circumstances pointing to it, makes a reservation Alexandrov.
With claims for compensation for breach of an employment agreement a different situation, said the lawyer. “In the courts of General jurisdiction on labor disputes there are two tendencies: the court always stands up for the rights of workers and often trims Golden parachutes top managers, — said Alexandrov. In this case we are talking about abandoning the exercise of the option in exchange for compensation in employment relationships”.
In his opinion, in the court of General jurisdiction would be difficult “to push through such a big design,” and with high probability the judge will consider this solely as a labor dispute. “In this case for the plaintiffs, much will depend on the actual circumstances, for example, has been whether the agreement on the termination of the contract binding commitment to terminate the agreement to purchase shares”, — said Alexandrov.
Artem Avetisyan and representative of the ex-minority shareholders declined to comment. RBC sent a request to the press service of the Union.