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. Last Updated: 07/27/2016

No Regulation, No Security in Russian Securities

It took two minutes and the equivalent of $15 to buy a share in the All-Russian Automobile Alliance car industry firm. But a visit to the company showed the green-and-white certificate, printed in Europe and sold on the streets by briefcase traders, was not actually what it seemed to be. "You have all the rights of a shareholder, apart from the right to vote and join a shareholders' meeting," said Leonid Valdman, deputy director of the alliance, AVVA. "Anyway, we're not planning a shareholders' meeting in the near future, so becoming a shareholder isn't of much interest to our investors." Ordinary Russians, freed from seven dreary decades of communist rule, are lapping up shares. In the process, some are swindled while others get out after making quick profits. The equity fever began with the 1992 start of privatization, when Russians received free vouchers that could be swapped for shares in a state firm or placed in investment funds. The government, too busy trying to keep Russia together, has delayed the introduction for nearly two years of a crucial securities law which would ensure transparency and liquidity. It means Russia has ended up with a chaotic share market riddled with scams which could undermine public faith in one of the most successful Russian reforms: privatization. AVVA and many other Russian firms are selling zero-interest redemption rights issued against shares -- or corporate debt. But officials say some of these issuers have no assets at all. Worse, they say, it is impossible to monitor them because Russia has no capital markets watchdog group and no securities law. Asked about the company's prospectus or a copy of AVVA's latest balance sheet, Valdman gave a broad but somehow threatening smile from behind a dark, bushy beard. "Of course we want to become a transparent company, but not quite yet," he said. "It's not that we want to hide these figures, it's just not the right time." Such an answer would be unacceptable in the West, where listed companies must disclose figures on income and revenue. But Russia's market -- a "securities zoo" according to one foreign banker -- has no laws on company disclosure requirements or investor rights. It is light years behind the West. Officials say a planned capital markets law is unlikely to improve things, since few firms have accountants to keep books. Many managers see share purchases by outsiders as akin to a hostile takeover. Some refuse to publish a shareholder register. Valdman said each numbered AVVA certificate could be swapped for a share by registering ownership at the company's depository center or used to participate in a lottery for cars. "This paper is a combination of seven securities but not a share. Doing it like this ensures liquidity. If you issue shares in Russia, you have to be creative. You have to invent tricks." But registered shareholders could not join the lottery, Valdman said. "Registering is not worth the effort," he added. AVVA plans to "give away" 100,000 cars at lotteries. "Of course we haven't bought all these cars yet. The more certificates we sell, the more cars we will buy," Valdman said. "If you win in the lottery, it doesn't mean you'll get a free car. You only get a discount." Some could even get a 100 percent discount, but Valdman added: "We can't give away too many free cars because we must protect the money of our new shareholders." The issue aims to raise the 210 billion ruble (about $105 million) capital of AVVA, owned 25 percent by Lada car maker Avtovaz and 15 percent by state car dealer Logovaz. But the number of shares issued was a "commercial secret." Maxim Boiko, chairman of the Russian Privatization Center, said the AVVA scheme was legal -- for the time being. "At the moment, AVVA is not in explicit violation of any law -- which gives you an idea on how strict the Russian laws are," Boiko said. But he added: "Some issues will end in tears. Some firms issuing paper don't even have serious investment plans." In the race to raise money, the tactics used by many firms are similar -- big headlines, big prizes, and most blatantly, huge annual dividends. "This is not the West," was the reply from an angry director at MMM investment fund, when asked to explain how it offered 3,000 percent annual dividend and where it placed the money of its shareholders -- estimated to number several million. Last week, at a shareholders' meeting of the NeftAlmazInvest fund, suspended by privatization officials in March on charges of embezzlement, some 1,200 angry investors demanded compensation. But no one among the crowd -- mostly pensioners or housewives -- seemed to know who had ultimate responsibility.