Legal wars between shareholders rarely involve publicity. But when they do, it can easily become viral and attract mass coverage. These are situations, which could span over years and can easily become a major task for communication professionals.
|Asset (company)||Year (from)
of soviet companies
|SBA (Utenos trikotažas,
Klaipėdos baldai etc.)
|Birių krovinių terminalas||2002||M.Gusiatinas (50)||I.Udovickis (50)|
|Penki kontinentai||2006||A.Sviridovas (50)||I.Dadašovas (50)|
|Bernelių užeiga||2006||A.Mažeika (50)||G.Remeika (50)|
|MG Baltic Trade||2007||D.Žakaitis (7,18)||D.Mockus|
|Vilniaus prekyba||2013||J.Numavičius (?)||N.Numavičius|
|Vilniaus prekyba||2014||L.Numavičienė (?)||N.Numavičius|
|Achemos grupė||2014||13 shareholders (<48)||L.Lubienė|
|Vilniaus prekyba||2015||M.Marcinkevičius (7,99)||N.Numavičius|
Shareholder Oppression vs. Shareholder Activism
Although conflicts could theoretically originate from both sides, a majority of Lithuanian ones are related to some sort of pressure from controlling group towards those in minorities. Usually such practices are called as “squeeze-out” or “freeze-out” techniques. While various form of shareholder activism could easily catch some signs of corporate raiding practices.
As early as 1961 Mr. F. Hodge O’Neal (see F. Hodge O’Neal, Arrangements Which Protect Minority Shareholders Against Squeeze-Outs, 45 Minnesota Law Review 537-558 (1961)) tried to classify business tactics by a controlling shareholder(s) into several groups:
While minority defence should start and be built around legal actions, sometimes publicity is used during the process or as a last resort. At the same time publicity can also be a weapon in hands of minority in order to build pressure for the controlling shareholder consequently raising the price or pushing for other managerial decisions.
Rather a short history of modern Lithuanian business practices provides interesting examples to compare publicity efforts in various situations. Beeing personally involved at least in three listed cases, I will try to stick only to public sources and compare these situations.
Asset in question: shares of “Minvista”.
Co-owners of various business ventures, held by “Minvista” decided to split in 2000. According to T.Karosas (business daily interview in 2008), he was forced to exchange his 29,5% of shares into assets, personally selected by a controlling shareholder D.Mockus.
Publicity:In order to strengtehn his position D.Mockus used a major national daily “Lietuvos rytas”, which mounted public pressure. At the same time notorious Vladas Bieliauskas (the owner of a security company “Ekaba” and agresive investment company “Status”) was named as “negotiator”.
The fight took approximately 8 months, afterwards T.Karosas steped back and agreed to D.Mockus terms.
Asset in question: shares of “SBA”.
The legal fight was started in October 2000 and involved various episodes with SBA owned companies (Utenos trikotažas, Klaipėdos baltai etc.). In 2002 a lawyer from the leading law firm Antantas Vainauskas has acquired 34% shares of SBA from “Status ir partneriai”. Therefore minority shareholder has succeeded in selling the asset for 17 mln Litas, whereas initial investment was 12 mln Litas.
Publicity: V.Bieliauskas/D.Mockus claims were heavily supported in the national daily “Lietuvos rytas”.
Asset in question: shares of “Birių krovinių terminalas”.
In 1999 “Klaipėdos Smeltė” (controlled by M.Gusiatinas) has acquired 50% of “Birių krovinių terminalas” (controlled by I.Udovickis).
Publicity: Since 2002 shareholders were involved in numerous legal trials, which ended in April 2008, when “Klaipėdos Smeltė” agreed to sell it’s shares for an agreement to cooperate. During these years local and national media were used from both sides.
Asset in question: shares of “Kriptonika”.
In 2002 “Penki kontinentai” group and “Universalios valdymo sistemos” has established a 50/50 joint venture “Kriptonika”, which in 2003 acquired 63% of “Ashburn International”.
Publicity: In 2005 “Penki kontinentai” started complaining, that “Ashburn International” acted only in the interest of “Kriptonika” management (related to UVS), therefore various legal cases were started. These were constantly supplemented with various public announcements and related communication initiatives.
Asset in question: shares of “Bernelių užeiga”.
Publicity: 50/50 co-owners of “Bernelių užeiga” restaurants chain started a fight in 2006, when A.Mažeika initiatied a police investigation on Laima Urbienė (a girlfriend of G.Remeika). A.Mažeika pointed out, that the total loss could amount up to 1,5 mln Litas. Criminal police investigation was widely discussed, up to the point, when the leading restaurant unexpectedly burnt to the ground.
Asset in question: shares of “MG Baltic Trade”.
Publicity: In February 2007 Darius Žalaikis presented a proposal to sell his shares (7,18% owner). In response Darius Mockus retaliated with his dismissal from the company board due to “lack of trust”.
The fight never reached legal phase and there were no announcements about it’s final resolution.
Asset in question: shares of “Mitnija”.
In March 2010 A.Gureckis was pushed out of the board due to claims on failures to do business inline with shareholder agreement (original owner of the company A.Gureckis sold 90% of shares to MG Baltic in 2006 for 53 mln Litas).
Publicity: In June 2010 Antanas Gureckis has comitted a suicide and left a note, that Darius Mockus was in charge for pushing him to that. Following criminal investigations and legal trials were widely discussed in media.
Asset in question: shares of “Putokšnis”.
In 2011 LitCapital invested 5 mln Litas into Putokšnis for 33,34% of shares.
Asset in question: shares of “VP grupė”.
Publicity: In February 2013 J.Numavičius started legal proceedings to stop asset transfers for the 415 mln Litas contract and related initiatives.
The first phase of the trial was not successful for J.Numavičius, therefore the second phase was opened in September 2013.
Asset in question: a wedding contract.
Publicity: In 2014 L.Numavičienė started proceedings in order to reopen the question of ended wedding agreement. In October 2014 the matter was closed and courts refused to revise it.
Asset in question: shares of “Achema grupė”.
Publicity: In June 2014 13 minor shareholders initiated legal proceedings against L.Lubienė on her decision to withdraw from the shareholder’s agreement, signed after the death of Bronislovas Lubys.
The fight still goes on.
Asset in question: shares of “PriceOn”.
IT startup company, built by J.Laneckij become controlled by investor T.Karosas, after his company “Ltk Capital” invested 2,5 mln Litas for exchange of 91% of shares.
Publicity: The legal fight started in November 2014 with claims on ill-management and false bankruptcy.
Asset in question: share of “VP Grupė”.
Minority shareholder M.Marcinkevičius (7,99% of shares) tried to stop transfer of Akropolis chain to another jurisdiction in May 2015.
Publicity: Following initial comparatively low-profile legal proceedings public campaign was started in Ausugt 2015. It was confronted from N.Numavičius side with a heavily financed proactive counter-campaign. The war still goes on.