Kiev - On Sept. 26, the State Registry of Legal Entities recorded an ownership change in the nation’s second largest privately-owned rail cargo firm Interleaseinvest with $40 million in yearly revenues. Top managers in the company said they didn’t know anything about it. But the next day, 19-year-old Mykyta Cherednichenko became perhaps corporate Ukraine’s youngest CEO at Dniprodzerzhynsk-based Interleaseinvest.
The suspected proxy was replaced on Oct. 14 by Evgen Tur. Yulia Borysova, a lawyer who represents the new owners of the logistics company, denies all accusations of any illegal takeover. “A general meeting of Interleaseinvest passed a protocol that implied an ownership change, but I wasn’t present there physically and can’t tell when and where it took place,” she said in a phone interview with the Kyiv Post. “On Oct. 8, I came to company’s office in Kyiv and announced the news to the staff; nobody quit or anything.” But lawyers say that 1990s-style racketeering is back in Ukraine’s highly monopolized logistics market, dominated by state-run Ukrzaliznytsya, and that Interleaseinvest is an example. “Despite the recent amendments to Ukrainian laws in March with respect to corporate raiding prevention, we witness that Ukrainian business is still heavily exposed to various types of corporate raiding,” says Maksym Uslysty, a legal expert at Astapov Lawyers.
It’s unclear what supporting documentation was provided, how authentic it was and who got the government agency to make the registry changes, but today the rail cargo company is ultimately owned by Vesa Services in offshore British Virgin Islands, notorious for its secrecy. “They used a traditional criminal scheme of taking over the business,” reads a news release disseminated on behalf of Kostyantyn Misakov, the company’s CEO prior to the Sept. 26 ownership change. “They simply falsified documents on the alleged ‘sale’ of the company, which were in written form with fake signatures and a fake stamp, occupied the company’s headquarters in Dnipropetrovsk Oblast’s Dniprodzerzhynsk on Oct. 8 (with) 20 people (who) broke into it.” Based on the documents they received from the registry agency, the alleged raiders replaced Misakov, says Lina Legostayeva, who was the rail cargo firm’s corporate lawyer before the company entered the dispute stage.
Documents also said that since Sept. 26 Interleaseinvest is managed by Inter-Blitz, a company whose address is in the sleepy town of Yuvileyne in Dnipropetrovsk Oblast. However, in October, the property rights were transferred to Vesa Services in the British Virgin Islands, a well-known tax haven, enabling company formation without showing the beneficiary owners. It now has access to Interleaseinvest’s corporate accounts in Raiffaisen Bank Aval and Unicredit Bank. “I have no idea who these raiders are,” Legostayeva, the former company lawyer, told the Kyiv Post. “Right now we’re suing them in the commercial and administrative courts of Dnipropetrovsk Oblast.” Interleaseinvest was founded in 2008 and was controlled through an entity registered in the Netherlands. A small stake that didn’t exceed 1 percent belonged to Parangon, an asset management company with headquarters in Sevastopol, a major port city in Crimea that Russia annexed in an internationally unrecognized move in March.
It operates 2,750 railway carriages and provides logistics services within Eastern Europe, claiming to be an employer of up to 100 people. The European Bank for Reconstruction and Development has provided as much as $100 million in loans to Interleaseinvest, seeing it as a valuable competitor of state-owned monopoly Ukrzaliznytsya. Falsifying a whole list of documents to enable a company takeover is extremely complicated, says Leonid Antonenko, an expert on corporate law with Sayenko Kharenko, a Kyiv-based legal services provider. “If fraudsters from Dnipropetrovsk went this way, then it’ll be a totally new stage in the history of Ukraine’s raider takeovers.”
Antonenko thinks such cases usually have some story behind them that might not be revealed by both sides. “The version of a corporate conflict within a Netherlands-registered entity looks much more probable,” he noted. Transferring property rights to Inter-Blitz could have been based on an “option” clause embedded in the business agreement allowing one side to purchase the other’s stake at a give time and under certain conditions.
But now the two sides may have a different vision of this option, the Sayenko Kharenko lawyer said. “Maybe, there was some mistake in the legal documents,” he added. If it’s a case of fraud, it could take four months at most to recover the property rights in Ukrainian courts, lawyers explain. But if this is an internal conflict that originated in the Dutch company – then the local courts would have to step in and the process could last for years.
(Source: Kyiv Post)