The investment fund Baring Vostok filed a lawsuit against the Vostochny Bank with the Arbitration Court of the Amur Region, according to a file of arbitration cases. Fund-controlled company Evison Holdings (owns 51.6% of the bank) wants to oblige Vostochniy to convene an extraordinary meeting of shareholders and approve the list of candidates to the board of directors.
These issues were to be resolved on May 6 at the board of directors, which was initiated by the director from Evison, her representative said. But the meeting did not take place - there was no quorum.
It was not attended by Artem Avetisyan, director of “Finvizh Holdings” (owns 32% of the bank): the notification from Evison came too late - after work hours on April 30, right before the May holidays, explains a company representative Avetisyan. The date and time of the meeting were inconvenient, he adds: most of the directors could not change their plans and prepare for the meeting. According to him, Evison artificially creates the conditions for initiating new trials.
Baring Vostok decided to file a lawsuit against the bank after representatives of other shareholders ignored the board meeting, his representative said. A representative of Vostochny did not comment on the actions of the shareholders, noting only that the board of directors continues to fulfill its functions.
After the failed board meeting, Vostochny appointed two new ones on May 17 and 20 with similar agendas. The first board of directors should decide on convening an annual meeting of shareholders, and the second should also hold a meeting and also approve candidates to the board. Representatives of different shareholders applied for meetings, two people close to different sides of the corporate conflict, and a person close to the bank say. The council will not hold two meetings with duplicate agendas, said a person close to the bank.
There are nine people on the Vostochny board of directors: four from Baring Vostok, four from Avetisyan and his partners, plus one independent director. For a quorum, it is necessary that five people take part in the meeting.
However, due to the “Baring case”, the board was left without four directors: three representatives of the fund, including its founder, Chairman of the Board of Directors of Vostochny, Michael Calvey, were arrested, and the independent director resigned.
Calvi linked the prosecution with the fund's corporate conflict with Avetisyan and his partner Sherzod Yusupov (owns 4.8% of Vostochny shares). Avetisyan and Yusupov, who claimed the case was initiated, deny this version.
The conflict over the control of the "East" lasts from last year. Evison refused to exercise the option concluded before the merger of “Uniastrum Bank” and “Vostochny”, and sell “Finvizhn” a 9.99% stake in the bank. The second controversial issue is the additional issue of bank shares worth 5 billion rubles.
Baring has decided not to wait for a new meeting of the board of directors and thus to play it safe to save time, said Anastasia Savelieva, partner at Saveliev, Batanov & Partners,. If the next board of directors is not held, by that time a preliminary meeting may already be scheduled. If the board of directors takes place, the company will be able to withdraw the lawsuit, the lawyer says. “So they make it clear to other members of the board: decide for themselves or through the courts,” Savelieva notes, adding that the claim by the shareholder to convene a meeting and elect the board of directors is not common practice and “clearly indicates a conflict in the company.”