How the corporate conflict between the founder of the CloudPayments service and Tinkoff Bank develops.
The conflict is as follows. The founder of CloudPayments, Dmitry Spiridonov, believes that the bank violated the conditions for the sale of a stake when buying out a 5% stake from it, Tinkoff does not agree with this. So far, the Arbitration Court is considering only a claim against the bank for the obligation to transfer documents to verify the correctness of the calculations, but the entrepreneur does not rule out filing claims for violation of the share valuation agreement.
The dispute arose due to the sale of a stake in CloudPayments, co-founded by Dmitry Spiridonov. The online payment startup, founded in 2014, offered a number of useful innovations, which attracted the attention of Oleg Tinkov. In 2017, the bank became the owner of 55% of CloudPayments, planning to use the company to increase its participation in the Internet payments market. In 2019, the share increased to 95%, including through the purchase of 5% from the second co-founder of the service, Spiridonov left only 5% and the post of CEO.
Then CloudPayments began to develop actively, successfully went abroad, expanded its product line, profit grew, revenue for 2021 amounted to 4.5 billion rubles, Spiridonov took a position in the management of Tinkoff. In the spring of 2022, relations between the parties began to deteriorate. According to Spiridonov, after the sale of his share by Oleg Tinkov, the bank changed course, began to interfere in the affairs of the service and impose management decisions. Spiridonov's departure from the post of general director followed. As for the share, according to the entrepreneur, back in 2019, an agreement was signed on its possible redemption by the bank at a price determined by independent auditors from the international companies listed in the agreement.
As the owner of 5% of the shares, worried about the assessment of the share, Spiridonov tried to track what was happening with CloudPayments and the financial condition of the service. But, according to the entrepreneur, the leaders of Tinkoff obstructed him in this and did not provide the requested documentation. Representatives of the bank dispute this information. Nevertheless, Spiridonov turned to the law firm to interact with opponents, the representatives requested the necessary information. This time, the bank handed over the documentation, but, according to the entrepreneur, not all, but only “insignificant” (“Tinkoff” again disagrees).
As a result, an appeal to the court followed, where at the meeting, representatives of the founder of the service allegedly learned about the purchase of Spiridonov's share by the bank. Earlier in October 2022, the entrepreneur himself asked for the sale, but, according to him, he did not receive a response, and the bank again refers to sending him an email with consent.
Now the dispute is reaching a new level, Spiridonov claims that he was not provided with a calculation of the cost of the share, the bank refers to the terms of the agreement on determining the price using the EBINDA formula (without providing the calculation to the second party), the indicators for which are certified. Problems also arose when transferring funds to pay for the share through VTB, which requested certain confirmations. Spiridonov actively discussed the conflict on social networks. But even the entrepreneur was not satisfied with the receipt of payment, he believes that the cost of the share is underestimated (the amount of the transaction was not disclosed), moreover, by 2-3 times due to an artificial increase in the company's expenses.
It is still difficult to assess the prospects for a possible claim to contest the value of the share, since specific agreements between the parties reached in 2019 are unknown. But it is always problematic to prove the incorrectness of calculations based on financial statements, since the internal documentation is controlled by the majority shareholder. Such conflicts are not uncommon, since when signing corporate agreements, the parties rarely proceed from the possibility of hostile personal relationships and disputes in the future. In this case, it was quite easy to avoid the conflict simply by specifying in the contract the mandatory approval of the assessment and the possibility of challenging it with a third-party auditor.
Subscribe to our telegram channel.
We will be happy to provide you with legal assistance regarding the minimization of legal risks and available opportunities. We will try to find a solution that is right for you.
Call +7 (383) 310-38-76 or write to info@vitvet.com.
We recommend that you read our blog dedicated to legal and judicial cases (arbitration practice) and read the materials in the "Articles" section.
Our law firm provides various legal services in different cities of Russia (including Novosibirsk, Tomsk, Omsk, Barnaul, Krasnoyarsk, Kemerovo, Novokuznetsk, Irkutsk, Chita, Vladivostok, Moscow, St. Petersburg, Yekaterinburg, Nizhny Novgorod, Kazan, Samara, Chelyabinsk, Rostov-on-Don, Ufa, Volgograd, Perm, Voronezh, Saratov, Krasnodar, Togliatti, Sochi).
We will be glad to see you among our clients! Call or write right now!
Phone +7 (383) 310-38-76
Email info@vitvet.com
Law firm "Vetrov and partners"
more than just legal services
