Most forceful methods of doing business came to Russia from the West. One of these methods is raiding. This term is exclusively military. Raiders are large surface warships, auxiliary cruisers engaged in the destruction of enemy communications. The nature of the actions of the military prototype influenced the appearance of this term in the economy. Consequently, a raider seizure is an unfriendly takeover of an enterprise against the will of its owners (manager). The goal is to take control of all the assets of the organization without a predominant share in the structure of its capital. Having seized control over the assets of the enterprise, raiders usually withdraw and sell them, while earning huge profits.
The emergence of raider attacks
The impetus for the emergence of raider attacks was the emergence of a new concept in the market - stocks. With their help, it became possible to absorb the organization without the consent of the leadership. A vivid example of raiding is an attempt made by Jean de Butz to seize the French East India Trading Company in the 18th century. At the end of the 19th century, the most successful and famous raider was John Rockefeller. To capture it, he applied preferential prices for oil transportation.
In the 1990s, the peak of raider attacks was observed in Europe, after which all this came to the countries of the former USSR. The reason for the appearance of the fact in question was privatization. A striking example of the time when the raider seizure of the plant took place is the purchase of ZIL for $ 4 million, and Uralmash for $ 3.72 million.
Methods and signs of raider seizures
The main methods of raider attacks can be the following actions:
1. Power actions, such as a change of locks, guards, etc.
2. The cascade method.
3. The redistribution of property, which is an illegal act, but in form clothed in some way of legal procedure.
4. Unfriendly takeover of land complexes, property and property rights, carried out with the corrupt use of administrative, state and power resources, as well as an insufficient legal base.
5. Psychological pressure.
6. Initiation of business conflicts. With the help of this is the seizure of assets.
The following factors are indicative of raider attacks:
1. Capture of corporate control rights or property of others.
2. The actions of a raider are inherently unlawful, even if methods based on law are used, such as going to court.
3. Raiding is a kind of business, since the goal of capture is always commercial profit.
Types of Raider Captures
In Russia, raiding is usually divided into three categories: “white”, “gray” and “black”. Consider them.
"White" raiding is implemented within the law. The main method of this type is corporate blackmail. For this, interference with normal operation is created with the help of a minority block of shares with the expectation that the management of the enterprise will redeem this block at an inflated price in order to get rid of blackmail. Typically, such a raider seizure of a company is due to financial difficulties and poor corporate governance.
"Gray" raiding - the activities of the invaders in violation of civil law. Moreover, at first glance, such an action seems legitimate. But when analyzing the methods used, it becomes clear that this scheme is fraud. There is a fake of documents and bribery of officials. The considered method can be used in any enterprises.
Black raiding is the toughest way to take over enterprises. The raider seizure of the Criminal Code of the Russian Federation is associated with a violation of criminal law. People who act in this way use violent methods of seizing power: blackmail, forceful entry into the enterprise, bribery, falsification of the register of shareholders, etc. Usually this type of raiding applies to non-public enterprises, although it applies to any.
Which companies are at risk?
Since raider seizure is the activity of taking over another's business using various methods, almost any enterprise can fall into the risk group. Most often, the following organizations fall under attack:
1. Enterprises with attractive assets.
2. Organizations that violate the law in their activities.
3. Enterprises with a fragmented block of shares.
4. Organizations with uncontrolled payables.
5. Enterprises, the management of which ineffectively manages their property and does not control the timeliness and correct execution of documents related to the activity.
Consequently, raider capture is a long and laborious activity of raiders. Therefore, before dealing with it, attackers carry out appropriate training. They study information about the object of interest, probing its weaknesses (name of the enterprise, legal form, shareholders and their shares, main asset). They also look at the security service, legal, accounting structures. Preliminary study of financial resources, relations with law enforcement agencies, leaders, lobbying opportunities, relations in the team, etc.
Capture Plan Development
After collecting the necessary information, the raider conducts an analysis to develop an action plan for the capture. He also calculates the necessary financial costs and forms the budget of the operation.
The capture plan is developed individually for each organization, taking into account its weaknesses and characteristics. It can be both power and legally competent. The attacker does not attach particular importance to the activities of the enterprise, as well as forms of ownership. He doesn’t care if it is a raider seizure of LLC, CJSC, etc. This only affects the action plan.
Capture process
Raider takeover is an enterprise takeover activity involving the use of certain methods. In the process, attackers use more than one method, but use several at once. The most effective raiders are called the cascade method. This option provides for the creation of a continuous chain of problems simultaneously in several directions. This leads to the fact that the company can not cope with a series of problems that arise one after another. Raiders are counting on this. After all, the enterprise is not preparing for an attack in advance, therefore it does not have sufficient financial and human resources. During the capture process, raiders can apply one or more cascades.
Judicial cascade
As a rule, the judicial cascade is applied first. Its purpose is to use the necessary measures to secure a claim that is withdrawn by the invaders after a certain period of time. Winning in the process is not the goal itself. This measure is carried out by filing a lawsuit. Thus, a decision is made to establish interim measures, and an arrest is imposed on all property of the enterprise or part thereof. Consequently, the organization will no longer be able to protect its property from raider attacks. Such lawsuits are growing cascade in court. As a result, the main assets of the organization become blocked. Consequently, it will be impossible to sell or pledge them.
Criminal Cascade
After the judicial cascade, the next one is criminal. With this method of attack, various criminal cases are instituted against top management and majority shareholders. Often, in the course of such a persecution process, seizure of shares of majority shareholders is imposed. Their voting rights are also blocked.
Cascade of checks
The cascade of inspections implies the presence of regulatory state bodies. At the same time, attacks occur not only at the capture enterprise, but also in counterparty organizations. The purpose of the audit cascade is to divert the attention, means and strengths of the enterprise, concentrating them on problems with the inspection bodies.
Security Cascade
The security cascade is used to neutralize the security company, which provides a potential company to capture its services. For this, various checks of the activities of officials are carried out . Also carefully study the personnel. The purpose of the checks is to divert the attention of the security company from the productive assistance of its organization.
There are also other cascading methods that effectively help raiders capture the enterprise.
Raider Protection
If the management of the enterprise suspected the onset of the possibility of attacks on the institution, first of all, to counteract the seizure, it is necessary to attract qualified lawyers. If a specific customer is known, law enforcement can be involved . Try to get a check on the invader himself. In some cases, lawyers manage to withdraw the assets of the enterprise.
Protection against raider capture involves certain preventative measures:
1. The audit of constituent documents. It is recommended that the Charter of the enterprise introduce a clause prohibiting the alienation of shares in favor of third parties, which, in case of forgery of constituent documents, will protect against seizure.
2. To concentrate all the authorized or share capital in the hands of a narrow circle of persons. This reduces the likelihood of uncontrolled penetration of raiders into the number of owners.
3. To withdraw their assets to a non-business entity.
4. Check the reliability of the registrar maintaining the register of shareholders. It is recommended to block your shares in the register. For this, a corresponding application is submitted to the registrar.
5. It is necessary to regularly receive extracts from the Unified State Register of Legal Entities, the Unified State Register of Enterprises, and also the register of shareholders.
6. To organize the protection of the main press, original charter documents, title documents for assets, permits, licenses, etc.
7. Provide information security.
8. Organize the correct activities of the security service.
What happened in the Royal Waters?
Raider seizures in Moscow did not pass by such a well-known company as “Royal Water”. The founder of the enterprise, Joseph Badalov, claims that a false charge was falsified against him. Because of this, he ended up in a pre-trial detention center and spent six months there. During this time, all the necessary documents of the Royal Water company were forged. The raider seizure took place with the participation of both people working in this organization and other persons unrelated to this organization, including law enforcement officials. For example, the director of the company D. Nekrasov during his absence I. Badalova stole all the necessary documents, forged them. Having a 0.1% stake, he became the owner of 100%. In just five days, the entire property complex of the enterprise was leased to another legal entity for a nominal fee. As a result, a new owner of several billion dollars worth of property appeared in Royal Water LLC. Raider takeover has led to the fact that at present the founder of the company has to sue. The goal was the return of all assets and legal rights to their organization.