Buy Shares of Russian State Companies: This Time We’ll Behave

Russia’s advertising supplement in the New York Times carries an amusing headline: “New Russian Government to Back Privatization Effort.” Apparently the new Russian government wants to sell minority shares in ten state companies, including Sberbank, United Grain, and Novorosiisk Port. The article immediately below it is entitled “Moscow Welcomes Foreign Business.” The red carpet is out for foreign investors, so it seems.

The lead article explains that First Deputy Prime Minister Shuvalov is prepared to go ahead with the sale but that “influential” Deputy Prime Minister Sechin wants to wait until the prices are higher. I think Sechin would have to wait quite a while.

Sechin might be asked why share prices of Russian state companies are so low?  Gazprom, for example, has more reserves than ExxonMobil but sells for a tiny fraction. Why? Everyone knows how corruptly and incompetently Russian state companies are run. Gazprom is among the worst. Now the new Russian government expects naïve foreign investors to forget that there are no real audits of the companies to be sold, that the true owners are masked, and that these companies are run in the interests of the insider shareholders from Putin’s inner circle. Do not forget the past history of dilution and other cavalier treatment of minority shareholders. But the new Russian government is promising that this time will be different. Let’s wait and see.

The only reason to consider buying shares of Russian state companies is to wager that the corruption and mismanagement have been more than fully discounted. Investors cannot invest for value considerations.

If any one doubts what I am saying go to Alexei Navalny’s publication on his web site of the official audit commission report that shows that the management of the state pipeline company stole $5 billion. Navalny is not citing secret documents, but publicly available documents. This news did not seem to turn any heads. This is business as usual in Russia.

Consider United Grain and Novorosiisk Port. Both engage in activities that invite corruption and embezzlement by management. Tales of the corruption of Novorosiisk port have been floating around for a decade.

We’ll see how many foreign investors will walk down Russia’s new red carpet.

Dr. Gregory's latest book can be found at Amazon.com.

How Russia is Ruled: Inights from the BP Failure

The failure of BP’s venture with Rosneft provides tantalizing hints about how Russia is governed and its 2012 Election. BP joins with Shell, Exxon, and other major international energy companies in chalking up yet another failure in Russia’s lawless investment climate. BP should have known better after losing management control of its TNK-BP venture to its Russian AAR partners. But this time, BP felt it had the right people on its side.

When BP signed with the Russian state oil company, Rosneft, to develop offshore arctic reserves, I expected this would prove to be yet another misadventure. But BP thought this deal would be different. It was negotiated with Putin’s right-hand man (Igor Sechin) and blessed by Putin himself at the signing ceremony. There was the small matter of an exclusivity agreement with BP’s billionaire-Russian partners in its TNK-BP venture, but BP thought that matter would be “taken care of” by the Russian side (a la Khodorkovsky?). Surely the Russian state would back a deal that could rejuvenate Russia’s lagging energy production and fill state coffers.

The oligarchs behind AAR -- Mikhail Fridman of Alfa Group, Len Blavatnik of Access Industries, and  Viktor Vekselberg of  Renova--  proved too formidable for BP. They also brought to the table an unusual weapon for Russian companies – a legal position that carried weight in international courts.  

Putin did not take care of the Russian side. The AAR partners took BP to court outside of Russia and won an injunction that quashed the whole deal. Fridman, Veksleberg, and Blavatnik did offer BP a “deal” early on  -- that they take half of BP’s half in the arctic venture with Rosneft.  BP first boycotted the meeting called to vote on this proposal and then vetoed it outright.

My first take was that “the Russian side” had set BP up from the very beginning. AAR, Sechin and Putin had agreed to squeeze BP’s share of the deal down to a quarter, leaving one half for Rosneft and  one quarter for the three billionaires. Maybe one quarter would be enough for a BP teetering in its recovery from its Gulf  oil spill disaster.

I was wrong. It appears there is no “Russian side.” The deal is dead. Sechin is mad  at the three billionaires and is threatening them. Rosneft has to find another partner, but what major oil company would get involved in such a mess now? BP is not out of the woods. Rosneft could sue it for damages resulting from the failed deal. This is clearly a deal gone bad for all parties. There are no winners – only losers.

BP’s saga gives us insights into how Putin’s Russia is run. Instead of  well-defined hierarchical relationships, the Russian system of governance is  comprised of swirling forces, competing against each other. Equilibrium is never reached. There are never any final victories over competitors. According to this interpretation, Russia is far from a “KGB state” of former KGB officials and allied oligarchs, who obey the “Master” Putin. Putin is the most important player, but one of many.

Blago Verdict: Only Broke Motor-Mouths Get Caught

The inevitable has occurred. Former Illinois Governor, Rod Blagojevich, has been convicted for his role in trying to personally benefit from selecting (selling) Barack Obama’s Senate seat.  He was found guilty on seventeen counts. The bad guys have been caught. We can rest more easily. Justice has been served.

The majority of long-serving members of Congress (or their spouses or offspring) are multi-millionaires. Most entered office with relatively modest wealth. Their incumbency wealth is unlikely the result of business or investment acumen.

Poor Blago! His crime was that he was an incompetent thief. He had maxxed out his credit cards, he had little to his name, he couldn’t keep his mouth shut, and he used cuss words (just like Nixon!). Those with whom he “negotiated” for the vacant seat were more clever. They knew the right words to use, how to say indirectly what poor Blago said openly. They emerged from this mess unscathed.

Congress hands out tax and spending favors right and left. If you stay on the good side of the administration, regulators will not harass you.  If you do not give enough, someone may sic the NLRB, EPA, or SEC on you. The cumulated effect of  these inducements, favors, and threats are of a greater scale than the sale of one measly Senate seat. Moreover, all these actions can be packaged as protecting the nations’ health, preventing mining accidents, keeping the public safe, or warding off the next bubble. Everything is perfectly legal and above board.

BP’s New Russian Nightmare? Imagined Conversations

A meeting in the Senate Building of the Kremlin between Igor Sechin (Vladimir Putin’s Deputy Prime Minister and Chairman of the state oil company Rosneft) and Mikhail Fridman (Chairman of Alfa Group and President of the TNK-BP joint venture). Both are ultimate Kremlin insiders. They know each other inside out.

Sechin (to Fridman): We can understand that you and your associates want in on Rosneft’s deal with BP. Maybe you do have some kind of shareholder’s agreement with them that raises questions about our new deal with them. Exactly what do you suggest?

Fridman: Well, we propose to substitute TNK-BP in place of BP as Rosneft’s partner. This means that this “national Champion” project will be owned 75 percent by Russians and only one quarter by foreigners. BP really should not get half anyway. These reserves are Russian national treasures. If this is done, we’ll withdraw our objections to the deal, and everyone will be happy except BP.

Sechin: But we need BP’s capital and arctic drilling technology. What is to prevent them from withdrawing from the deal entirely?

Fridman: BP desperately needs this deal to replace the reserves it lost in paying for the Gulf spill disaster. Getting a quarter of the deal for them is better than nothing. We already know that BP caves in when we play hardball. They gave us the management of TNK-BP when we refused to grant their Robert Dudley (then President of TNK-BP) a visa and harassed their lawyers. They’ll cave again in this case.

Sechin: What if they don’t cave this time? Is there anything else we can do to be sure they will go along?

Fridman: It’s very simple. You can threaten to sue TNK-BP for damages to Rosneft if the deal does not go through. You know better than anyone how to get a huge fine out of our courts. As fifty percent owner of TNK-BP, BP is liable for half of this fine. That should scare them to death. Their liability could be as great as the Gulf coast spill. We can work out among ourselves the “damages” that we pay.

Sechin: But will not this be bad for our image among international investors? We need them now. Medvedev was already getting a lot of flak in Davos over the Khodorkovsky case. And the Hermitage Capital guy was mouthing off against Russia again.

Fridman: You should present this as a Kremlin split. After all we are private investors looking after our own interests. You can publicly warn us not to do this in the name of the Russian government. We’ll just ignore what you say, and the international press will play this as a real split between the Russian state and Alfa Group. We already have prepared as press statement for you. Here it is:

“I hope all the misunderstandings will be eliminated, but, if the deal fails, Rosneft will calculate its losses from the failed deal and will ask for compensation from those who would have inflicted the losses.”

Sechin: I think I can convince the Boss to go along with this. I assume there will be the usual financial arrangements.

Fridman: Yes, of course.

Sechin: One final word: This scheme may not work out as planned. BP may hold a wild card in its deck. If we conclude that you have to retreat, you will follow our orders. We need not remind you of what happened to your former colleague Khodorkovsky.

An imagined conversation in BP headquarters (London)

Dudley: It looks like the Russians have us backed into a corner. Our TNK partners have called a meeting in Berlin to approve the substitution of TNK-BP for BP in the BP-Rosneft deal. They want it in Berlin so their “independent” director Gerhard Schroeder (former German Chancellor) can give it the cover of respectability

BP lawyer: If there are fines, BP will have to pay as a law abiding company. There will really be no way to determine whether our TNK partners will also pay up.

Dudley: So what do you suggest?

BP lawyer: The only thing we can do now is not attend the Berlin meeting to avoid a quorum. Maybe we can think of something.

Both conversations are fictional. They may seem far fetched but anyone doing business in Russia encounters such things routinely. Even if these conversations never took place, they will be imagined by Western parties who know that the worst can happen to them in Russia.