The state's decision to impose additional taxes on Gazprom, followed by the decision to cancel the payment of record dividends, is tantamount to "nationalizing" the income of ordinary Russians who have invested in the state-owned company. Lawyers interviewed by Kommersant believe that minority shareholders have a chance to challenge the decision of the state-owned company and compete for this money.
Market participants are confident that the rejection of dividends may have a negative impact on both the investment attractiveness of both Gazprom itself and the Russian market as a whole. The decision has already collapsed the capitalization of the gas monopoly by more than a third in a few days, in addition, the sudden increase in taxes for the company was reflected not only in the current dividend period, but also in the next one, the newspaper notes.
“The state takes away the profits that were owed, including to private investors,” the publication cites the opinion of a market representative.
Director of the Association of Professional Investors Alexander Shevchuk also emphasizes that the government's decision primarily hit residents – ordinary citizens and institutional players, since non-residents cannot trade Russian securities due to the Central Bank's ban. Shevchuk insists that the decision of the authorities is inconsistent: in similar situations with other state-owned companies (Sberbank, VTB, ALROSA), the government adopted a directive in advance not to pay dividends.
William Mkrtychyan, a junior lawyer at Alimirzoev, Trofimov & Partners, insists that waiving dividends in the face of record profits cannot always be “considered as a conscientious and reasonable decision.” He insists that shareholders with a participation share of 1% or more of voting papers have the right to demand that the court recognize the decision of the general meeting of shareholders as invalid if these shareholders "did not take part in it or voted against the contested decision." MGP Lawyers partner Natalya Kotlyarova shares a similar opinion, insisting that minority shareholders can challenge the decision, proving a violation of the equality of rights of members of the civil law community.
However, even lawyers do not really believe in the prospects of such a trial. Mkrtychyan believes that the court will side with the government, since the vote of even all the dissenting minority shareholders could not affect the decision of the majority shareholder (the state). Injured investors may try to prove "the bad faith of the majority shareholder, point out the lack of economic feasibility of the decision and its focus on satisfying the interests of only one participant."
The state owns 38.37% of the shares of Gazprom through the Federal Property Management Agency, 10.97% through Rosneftegaz and another 0.89% through Rosgazifikatsiya (50.23% in total). ADR holders (American depository receipts) account for approximately 16.16% of the shares, and other holders for 33.6%. At the end of 2022, Gazprom received a record profit of 2.16 trillion rubles, and the company's management promised to pay a record dividend of 52.53 rubles per share.
However, the authorities decided to withdraw the excess profits of the state monopoly through a sudden and one-time increase in the mineral extraction tax (MET). The amount of tax established by a special law, which is currently being urgently considered by the State Duma, will amount to almost 1.25 trillion rubles. According to the current government decree, state-owned companies are required to direct at least 50% of their net profit for the reporting period as dividends, so the state would receive a little more than 625 billion rubles (about the same amount would be distributed among minority shareholders).
The emergency law, however, made it possible to withdraw from the state-owned company twice as much funds as it was originally supposed. The decision thus deprived minority shareholders of income. The Russian authorities have already pulled off a similar trick: in 2015, the authorities already raised the severance tax once, although at that time all the country's major oil and gas companies suffered from this measure. The refusal of dividends led to a collapse in the capitalization of the state-owned company by almost 35% from 300 to 185 rubles per share, moreover, such a sharp drop provoked a panic on the Moscow Stock Exchange and provoked a sharp drop in the entire index.