There is probably some kind of craving for conflict and debate in human nature, even if it goes against common sense and the rational approach that says that together we are stronger.
New businesses are created and developed, and only with complete trust between the founders do companies achieve success; there are practically no exceptions. However, companies also have to go through difficult times, and here many temptations arise associated with the weakness of human nature in the eternal and unequal struggle with all vices and temptations, and the friendship and trust of the founders in each other are tested.
Our story began in 2001, when three people founded Glavbud Plus, a company that essentially became a powerful production and industrial site—the core element of a successful construction trust that built several hundred thousand square meters of buildings and structures for various purposes in Odessa. Formally, the two individuals became the founders of Glavbud Plus, and the company's director, Valeriy Fedorovich Ilyev, enjoyed the founders' complete trust based on a verbal agreement and had a full and equal right to participate in the company's profits. A man with a high level of charisma, a twinkle in his eye, incredibly energetic, and a strong manager, he gathered around himself a huge team of several hundred people and transformed a four-hectare territory into a powerful technology park housing several hundred units of construction equipment and dozens of production facilities that generated steadily growing profits for the company in the rapidly expanding construction market during the 2000s. He invested all his entitlement to profits into the growing enterprise, increasing its capitalization, and rightfully considered himself a full shareholder—after all, he was related to one of the founders, Pantelei Mihailutsa. Indeed, not only the management, but all the employees felt like family. However, the 2009 crisis in Ukraine's construction industry—part of the global financial crisis—hit the company, forcing it to focus on preserving what had already been built—its team, equipment, and production facilities. The 2010s also proved challenging. Political instability and a near-constant lack of investment activity in the construction sector, with the exception of a few rare market upturns, hindered the company's growth. Nevertheless, the director managed to maintain a steady income stream and, most importantly, pay the team's salaries, despite problems and frequent non-payments from the company's clients for services rendered. Pantelei Mihailutsa, a generally competent man skilled at finding advantage in even the most challenging situations, handled the finances of the construction group of companies with which Glavbud Plus collaborated for all these years. He was also the company's founder, formally holding a 50 percent stake through his son, Vyacheslav Mihailutsa, who owns a share in Glavbud Plus. During and after the crisis, Pantelei realized that he needed to be prepared for any crisis by maintaining large personal reserves of finance and quickly liquid assets in the form of real estate. He began building such a reserve, rather mundanely: by not repaying debts, forgiving those he owed, and transferring company assets to personal finances and real estate. Companies associated with his foundation, including Glavbud Plus, were the first to be hit.
This state of affairs was unacceptable to Valery Ilyev, the company's director. He couldn't be indifferent to the company he'd built over more than 10 years, including with his own funds. Naturally, he demanded that Mihailutsa stop robbing the company. After several arguments and demands to pay off debts, Mihailutsa, as the founder, announced that he didn't want Ilyev as director. When asked about formalizing his stake in the company and all the funds invested in it, Pantelei cynically replied that since it was unlikely to be documented anywhere, he had no intention of doing so, and that Ilyev's work all these years had been in vain. However, replacing or dismissing a director in a limited liability company requires a majority vote on the board of founders—in our case, 100 percent. At the time, the second founder, who held 50%, was unwilling to hear about replacing the director and unequivocally refused Mihailutsa's proposal. Then Pantelei changed tactics and, realizing that it was not the company itself that was important, but its assets, decided to simply create problems for the enterprise and for Ilyev personally, while at the same time using various schemes and influence on the company's accounting department, fraudulently withdrawing the company's funds and property. For example, by forging the signatures of the director and stealing the company's seal, he transferred some of the expensive construction equipment and machinery into the possession of his relatives, and also stole almost all of the company's cash reserves through shell companies (related to the financing of the events of May 2 in Odessa) in an unknown direction.
However, realizing that he could not take away his most valuable asset, the production base, in this way, Mihailutse decided to find a way to change the director.
The easiest way was to force the Director himself to resign. Threats rained down on him. People of all calibers, those whose word carries weight, recruited by Pantelei, began "persuasively" persuading Ilyev not to create unnecessary problems for himself and his safety and not to anger important people, but to quietly resign as Director. However, he remained stubborn, and those same people from the well-known world, having their own rules and unwritten laws of justice, according to which, having understood the situation, they were forced to refuse Mikhailutsa's assistance. Having also tried to pressure Ilyev from other angles, Mikhailutsa seemed to despair, but then a young lawyer and fixer, Danila Sergeev, came to his aid, offering to solve the problem for money—a lot of money.
Of course, this was no easy task for a normally functioning company—only the board of founders, with the votes required by the charter, can remove or appoint a director. But on November 21, 2014, another twist of the law emerged: it turned out that Judge Lyudmila Zhugan of the Malinovsky District Court of Odessa also has the right to appoint a director without the board's consent. The esteemed judge appointed Vyacheslav Mykhailuță as director. He is the son of Pantelei, a co-founder of the company. He filed a lawsuit alleging that director Valeriy Iliev had barred him from the company's premises and that, as a founder, he was extremely concerned about the safety of the company's assets. Ironclad logic and an ironclad reason. The judge, of course, could not refuse such "serious" arguments from Mykhailuță, Danila Sergeyev, and George Washington.
At present, it is possible that shareholders of many companies such as IBM or Coca-Cola or, for example, Google (a certain number of shares of which can be purchased for a couple of tens of dollars on the stock exchange) dream of getting through lawyer Danila Sergeev to Judge Zhugan and asking to appoint them acting directors of the companies they own and to give them control over all the assets of the corporations so that they would take care of their safety. The cost of such an appointment of 25000 dollars, voiced by lawyer Sergeev in narrow circles, does not bother them, because the assets that come under control are much more valuable.
However, it was Mihailutse who took care of the safety of Glavbud Plus's assets, which he was so worried about, in a rather peculiar way: in the very first days of his directorship, he sold all the company's assets to his relatives and transferred the proceeds to other companies under fictitious transactions.
Of course there were some obstacles in such a sale,
It was necessary to find a notary with poor eyesight, who would not notice some minor nuances - for example, the absence of a protocol of consent of the founders, the absence of title documents, a forged seal and charter, the presence of an arrest on the property that was lifted only on the day of the sale, as well as the appointment of Vyacheslav Mikhailutse as acting director (who, by the way, as only "Acting" could not have the right to such operations) also actually on the day of the sale - but in fact, this was already a lesser problem - notary Dimerliy agreed to look at things a little more broadly, as Raikin used to say, than simply scrupulously following boring notarial instructions.
There are actually many more questions for Judge Lyudmila Zhugan, and how she will respond to the questions of the qualification commission about her motives or to the questions of the prosecutor's office regarding the clearly unjust decision (starting with the fact that, as a civil court judge, she had no right to take on the consideration of a corporate dispute). Perhaps the most reasonable thing would be to say that it was not she, not Lyudmila Zhugan, who made this decision. After all, the ancient Romans said that you can’t step into the same river twice - each time it will be a new river, according to Buddhist concepts, our entire universe flashes 300 thousand times per second, that is, we disappear and appear new so many times per second, and there is also the scientific theory of the many-worlds interpretation - the interpretation of quantum mechanics (the meaning of which is beautifully explained in the plot of Borges's novel "The Garden of Forking Paths"), according to which there is a huge number of parallel universes, the events in each of which develop differently, so in our case, in one of the worlds, Judge Zhugan is deprived of the title of judge and becomes subject to criminal liability for violating the oath and making a clearly unjust decision after she intervenes in a corporate dispute and appoints Vyacheslav Mikhailutse, who steals all the assets of Glavbud Plus in one day, as director, and in another parallel world, she refuses the tempting offer of lawyer Sergeyev and does not become subject to criminal liability. Nevertheless, one can only hope that in all the diversity of parallel universes there is no world in which Judge Zhugan would remain in office after making such a decision.
Stefanov Alexander, Elite of the Country
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