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Dispute over national computer corporation

29.10.2021

The dispute over the national computer corporation. Lawsuits. Causing damage.

NCC shareholders are trying to divide the company among themselves, and the joint ownership of the two warring parties is clearly not satisfactory. In order to exclude one shareholder, Alexander Kalinin, two others, Evgeny Lachkov and Leonid Goldenberg, filed a lawsuit for damages caused to NCC in the amount of about a billion rubles. In addition, there is a corporate dispute between these parties. In fact, Alexander and Alexei (Alexander's son) Kalinins would like to consolidate NCC in their own hands, and the other two shareholders are not opposed to selling their shares to the main competitor.

LLC "National Computer Corporation" unites various assets in the field of IT, it is a landmark company in this sector. Kalinin currently owns 33%, and Lachkov and Golderberg each have 32%. Until June 2021, Alexander was also the president of the company. But last year he was arrested on suspicion of restricting competition, he spent a year under house arrest, however, the case did not go to court, no charges were brought.

During this time, his opponents managed to remove Kalinin from office, electing Denis Frolov as president, who at first intended to buy their shares in the corporation, but both Kalinins opposed the deal (Alexander managed the company together with his son, Alexei, who still remains in the management of NCC). Frolov is also a well-known personality in the field of IT, he has controlling stakes in Rusbitech-Astra and the Varton group of companies. If NCC is acquired, it will become the largest owner of assets in the Russian IT sector. But the implementation of this plan is hindered by representatives of the Kalinin family. Alexander has the right to buy back all shares in the event of an attempt to sell them to a third party.

It is possible to exclude a co-owner from the composition of NCC shareholders only if harm to the company is proved. In order to have grounds for excluding Alexander Kalinin from the list of shareholders, Lachkov and Goldenberg appealed to the Arbitration Court and challenged the decision of the general meeting, as a result of which the composition of participants and the charter of Aquarius LLC (this is the main asset of NCC) were changed.

Alexander, on behalf of NCC, voted for the decision-making with 99% of the votes and 1% of the shares was transferred to Vladimir Stepanov, the president of Aquarius. Thus, Lachkov and Goldenberg, even having changed the leadership of the NCC, cannot sell the main asset, which remains under the control of Kalinin.

This decision is disputed by two shareholders, for one they accuse Kalinin of diluting shares and causing damage. In turn, Kalinin does not agree with the decision to change the director, calling it unfriendly. A corresponding claim has also been filed with the Arbitration Court. Lachkov and Goldenberg also talk about sending a statement to law enforcement agencies.

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