Saturday, May 31, 2008

Setting up a Branch office in France




International companies setting up in France benefit from a secure legal framework that offers a wide choice of options concerning the status of their operations and the type of contracts they enter into. They can select those best suited to their position and commercial strategy at every stage, from prospecting to business expansion. In practical terms, companies that opt for a particular status on arrival and wish to change at a later date can do so quite simply. In most cases, the tax impact is also limited. Foreign companies can operate in France without officially registered representation. They may, for example, rent an office or set up operations at a business-service center and open a non-resident bank account. They may also employ one person, to whom they pay a salary plus the relevant social security amounts and other levies. In this case, the employee is responsible for paying these amounts on to the bodies concerned. Once the company has its own premises and/or employs two or more people in France, it must be officially represented by a registered liaison office, branch or subsidiary. Registration takes place with the register of companies (Registre du Commerce et des Sociétés).



» Liaison Office

Liaison office: exempt from corporate income tax and VAT

A company whose activities in France are not of a commercial nature and are limited to advertising, the supply of information, or any other preliminary operation (i.e. "an observation post") may be represented by a liaison office (bureau de liaison).

A representative office of this type is not subject to corporate income tax or VAT, but is liable for some local taxes and wage-based levies. A representative office is suitable for a foreign company simply interested in establishing contacts in France.

The formalities are very simple. It is not subject to company law or accounting standards. As long as no legal acts are performed, the representative need not be registered. As a rule, over time a representative becomes a branch empowered to represent the foreign company. It must then be entered in the trade and companies register, for which reason some court clerk's offices will register representative offices which are destined to be turned into branches.



» Branch

Necessary for industrial and commercial activities

If the company conducts industrial or commercial activities in France, it must set up a branch office or subsidiary. Branches are considered permanent establishments for tax purposes, and are subject to corporate income tax and VAT. If the company is taxed on its worldwide income in its country of origin, the profits or losses of its branch office are included in its taxable income. However, this inclusion has no effect on tax liabilities of the branch office in France.


A good temporary arrangement

It is quicker to set up a branch office than a subsidiary. Managed by a legal representative, a branch office operates under the authority of company headquarters and there are no special procedures for decision-making.

Yet there are also drawbacks. In the event of financial difficulties, the company has unlimited liability for the debts of the branch office. A branch office also tends to have a less positive image with potential customers and suppliers, and its status is much less favorable as regards State aid, tax exemptions, taxation of intra-group transactions, etc. In some cases, it may also be difficult to turn it into a subsidiary or sell it at a later date, in particular for tax reasons. As a result, in general it is preferable to set up a subsidiary.

"Commercial activity" refers to any activity involving the signature of documents or contracts by an employee or representative and engaging the responsibility of the foreign company. Examples include contracts for direct sales in France, or contracts for providing services to a customer of the company.

There is no minimum legal capital requirement for branches of foreign companies.

They are managed by one or more managers, whose powers are established and may be limited by the foreign head office.

For legal purposes, a branch is not a separate legal entity; therefore, it is not subject to Commercial Law and, consequently, does not have to produce financial statements.

A tax return must be filed. The French Tax Authorities can investigate the branch record.


From the APCE website
Setting up a French company (or branch office) by foreign investors

- Exempt from any particular formalities in the case of investments not exceeding 1 500 000 euros.

- More than 1 500 000 euros : an accounts report must be submitted to the Direction du Trésor (Departmental Treasury Office).

Expansion of a company's activity, of a branch office or a company

- Exempt from making an administrative declaration and accounts report.
- A simple letter informing of the operation should be sent to the Direction du Trésor (Departmental Treasury Office) .



Foreign investors (ec or non-ec members) becoming shareholders in existing French companies(or takeover of trading funds exploited in France)


Administrative declaration to be made at the Direction du Trésor (Departmental Treasury Office), at the time the operation is finalised.

• Taking out shares of < or = to 1 500 000 euros in craft businesses, retail trade, the hotel and restaurant industry, in local services or in companies working exclusively in the exploitation of quarries or gravel pits:
- Exempt from administrative declaration and prior authorisation

- Exempt from accounts report.

• Foreign investments made in any activity related to the exercise of public authority in France, even on a once-only basis:
- Prior authorisation (request in writing) tacit authorisation after a period of one month has elapsed, unless the minister in charge of the economy decides to exercise his/her right of deferment

• Investments which may entail a threat to public order, public health or security :
- Prior authorisation (request in writing).

• Investments carried out within the context of research activities, arms manufacturing or the trade of arms, munitions, powders or weapons used in war :
- Prior authorisation (request in writing).


Legal texts

Act n°66-1008 of the 28/12/1966 modified notably by Act n° 96-109 of the 14/02/1996
- Decree n° 89-938 of the 29/12/1989 modified notably by Decree n°96-117 of the 14/02/1996
- Order of the 14/02/1996.


Useful address

Direction du Trésor Bureau E1 Télédoc 554
139, rue de Bercy 75572 Paris Cedex 12 France
Tel: +33 (0)1.44.87.72.85 or +33 (0)1.44.87.72.87

Setting up a Company in France



Setting up a company in France

From the British Embassy website

The following agencies offer assistance to individuals looking to set up a company in France.
www.investinfrance.org The Invest in France Agency, is an official French government agency responsible for attracting inward investment (in English). The UK office can be contacted on 020 7823 0900
www.apce.com This is the official French government website providing information in English about how to set up a business in France.
www.ccip.fr The Chamber of Commerce in Paris has some useful information in English.
www.business-in-europe.com This is a useful resource devoted almost entirely to business opportunities in France and setting up in France as well as further useful contacts.
French businesses must register with their local Chamber of Commerce, and CCIs in main towns may give advice on setting up a company in France for specific businesses. There are 175 chambers of commerce and industry within France, which provide a range of practical services to assist companies within France. The details of each regional CCI can be located through the following website: www.cci.fr


FRANCE
Chambre de Commerce Suédoise en France
39, avenue Pierre Ier de Serbie
F-75008 PARIS
Tel: +33 1
44 43 05 15
Fax: +33 1 44 43 05 16
E-mail: info@ccsf.fr
www.ccsf.fr
Contact: Katarina Lööf o Tina Darcel


Antenne Rhône-Alpes
Lyon
Tel.: +33 4 78 52 22 97
Fax : +33 4 78 52 02 79
E-mail : henrik.hagelin@ccsf.fr
Contakt : Henrik Hagelin



Talking Shop

Every year thousands of foreigners are tempted to set up a business in France, often thinking that they can prolong their holidays here. Unfortunately, what were dreams often turn into nightmares and the number of foreigners who have succeeded in business is remarkably low.

Even for the French, setting up a business is renowned to be incredibly tough. Compared to the U.K. and the U.S. there is an enormous amount of complicated paperwork, not just to set up the company, but also to run it afterwards. The only solution is to "waste" money on lawyers and accountants in the hope that they do a good job, or do the best you can yourself. Be warned, the French authorities have no sympathy for people starting out in business and if you do things wrong, you can get into serious trouble. The notion of making mistakes, but doing so in "good faith" isn't recognized here: if you do something incorrectly, however innocently, you won't be let off the hook.

Apart from the natural drawbacks of cultural and language differences, foreigners have an enormous disadvantage when it comes to the limited extent of their contacts: French business thrives on personal contacts. "Most deals are done as a result of friendship rather than the quality or price of a product" says the commercial director of a French company. Unfortunately, foreigners are unlikely to have networks here, so unless you have the means to recruit someone with hundreds of pals in high up places you may find it very difficult to expand the scope of your business beyond the Anglophone community.

Something else to bear in mind is that successful businessmen in France are regarded by the public with a mixture of awe, jealousy and suspicion. This might explain why France is so short of people raring to create their own companies and so full of people dying to get careers in the civil service. Unfortunately it also means that as an employer you're never right. Employees who are sacked are always right, as is the "fisc" (or tax office). If your company eventually fails, you may well end up being responsible for the liabilities, even though the structure of the company appeared to offer "limited liability." In spite of all this, LIVING IN FRANCE unearthed a few survivors.

SAN FRANCISCO BOOK COMPANY
Phil Wood, co-owner and manager of the San Francisco Book Company, came to Paris three years ago. His belongings consisted, among other things, of two thousand books he wanted to sell. A year and a half later, the San Francisco Book Company first opened its doors to the public.
"Basically there are always going to be problems. My first problem was that I couldn't be a gérant (director) of a French company, because I am not a citizen of an EU member-country. To be a gérant I had to either find someone who was a EU citizen to be my représentant légal or get a carte de commercant étranger which would automatically entitle me to a carte de séjour. I was in a Catch 22 situation; to be a legal resident, I had to have a carte de commerce, which in turn required that I be the gérant of a company that existed. In order to register a company, it must have a gérant! It was crazy. On the whole, people kept telling me it was impossible to do what I wanted to do. In the States when you start up a business, people congratulate you. But as an American friend of mine who lives here is fond of saying: "In France 'No' is not the end of the conversation, it's the beginning."

While trying to tackle the French system, Wood took classes at the Sorbonne and the Chambre de Commerce and happened to meet a man who helped him with his papers.

"I think it's extremely important to know French people, to have French friends who can help you to approach the system with the right attitude."

"Basically, I just kept on going, although at the time people said I would never succeed. In terms of running a business here in France, I'm not at all bitter. Quite the contrary. It is all about understanding the system, trying to cooperate with the authorities and filling out the forms correctly. In France paperwork is much more important than in the U.S., and that's something we Americans have a hard time understanding. We just want to get the thing done, whatever it is. However, I've come to accept that ultimately there's something to be said for the French way of doing things."

ABBEY BOOKS
10 years ago on July 1st 1989, Brian Spence opened Paris' first English/French-Canadian combined bookstore, the Abbey Bookshop.

"It took me about a year to find the location. I started thinking of a store in 1987, and did regular trips to Paris in 1988. Most of the time, I was offered nice locations which were over priced, or poorly located stores which were cheap. The best location I found, the real-estate agent ended up taking himself!"

"Then, one day I was walking in the area where I now have my bookstore, and it occurred to me that all I really had to do was to find an area that I liked and start knocking on doors. Eventually I found a place and I slipped a card beneath the door. The next day I had an answer and within two weeks I had negotiated the lease and moved in."

Brian already spoke French when he came, but advises people who don't to get a good lawyer. "In Toronto, Canada I only sold second hand books, here in Paris I sell new books as well. The biggest differences between the French and the Canadian systems are that business life is much more controlled and regulated here. Here you absolutely have to have an accountant, whereas in Canada I only used an accountant once a year. On the other hand the administration nowadays are taking a more cooperative attitude as opposed to the confrontational one it had ten years ago. Things are changing."

UNE FEMME A PART
Tina Winfield worked in marketing in the States, a useful skill when it came to starting up her mail-order company, Une Femme A Part, in Paris. Comparing the American market with the French, Winfield finds the French one easier in some ways.

"First of all it's smaller and therefore it's easier to get attention. In the beginning we got an enormous reception from the press. On the other hand the difficulty here, is that people are not very keen on trying new products. However when the French do decide to buy, they tend to be loyal."

Une Femme A Part sells lingerie, and before setting up businesses, Winfield spent a year researching the market, making sure that the products were in line with French preferences. "Business was good from the beginning-careful preparation gives results." One mistake they made, however, was failing to check up on the company from whom they bought their software.

"We spent 300 000F on computers that weren't worth anything like that much. My advice to everyone is never spend money on anything until you're sure of what you're getting. Minimising office expenses as well as staying close to the customers is always what's most important."

TUMBLEWEED
"I came here in 1977, and opened Tumbleweed in 1989", a store which specialises in unique handicrafts by American and British artists. "By then I knew the language, so that wasn't a problem. There were, of course, others."

Lynn Rovida took a three-month course in how to start a business, something she regards as having been crucial when it came to realising her dream. "In the beginning my problem was that I had almost no capital or experience. But I refused to give up." Rovida's first store was tiny and situated on a narrow street in the Bastille area. where people rarely passed. It was difficult in the beginning, but by and by she established a faithful clientèle, whose loyalty helped her stay in business. She did, however, have to be flexible. "In the summers, in order to survive, I had to take all my stuff and go down to the open markets in Provence."

After a couple of years, business was better, and in 1993 Rovida moved Tumbleweed to a bigger place 120 m2, on a more lively street. Her clientèle followed. In 1998 Rovida took on her first part time employee, which was a big step for her. "It's a business that I created and nurtured, and I feel strongly for it, as if it were my child."

TEA AND TATTERED PAGES
"I came here from the US about ten years ago with the intention of opening a bookshop, and one of my friends asked me: 'Why don't you do a tearoom as well?' And I did."

Kristi Anderson, owner of Tea and Tattered Pages didn't have any difficulties when it came to acquiring her carte de séjour, she married a Frenchman. For all the legal work she used a lawyer as well as an accountant. If she had the chance to do it all again, she would head straight for a course at the Chambre de Commerce, something she recommends to anybody wanting to set up a business. The location, of extreme importance according to Anderson, she found through an ad in De Particulier à Particulier available from newspaper kiosks. Then she put an ad in a local Anglophone magazine asking for second-hand books.

"Today, I think one of my biggest problems is that the store is too small. I want one that is at least 140 m2, but it's almost impossible to find a place that big here in Paris. I would also like to expand on the food business, to have the possibility to sit more than seventeen people." Because Tea and Tattered does not sell alcoholic beverages, there's no need for a license. Altogether there are no difficulties in having a combined bookstore tea-room.

"The key thing to pay attention to in France is the personnel. I had a part-time employee for a long time and had no idea that the authorities will give you a deduction when it comes to social security for part-time help. At the Chambre de Commerce, they have files about this, in French as well as in English. These things are really worth finding out about.

Asking French people for advice is something that Anderson avoided. "What you end up with is a whole lot of different suggestions. Of course it was difficult in the beginning since I didn't speak much French, but I kept on doing things my way and it worked out."

Today, Kristi Anderson acts as a consultant for people who want help with their businesses. She has helped to set up bookstores in France as well as in Russia and Spain.

Legal Advice
Stephanie Simonard, a legal expert from Cabinet Simonard, which specialises in advising people on setting up a business recommends that people head for the CCIP Chambre de Commerce et D'Industrie de Paris, to get help, information and a business permit (carte de commercant étranger), as well as information on how to register the company at the Registre de Commerce. All the information at the CCIP is free. She recommends using a lawyer at one of the Chambers of Commerce, to get help with the resident permit (carte de séjour), which is difficult for non EU members in France.

"What one should pay attention to here in France", says Simonard, "is if that you are an American citizen you're quite likely to be subject to double taxation, you'll be obliged to pay taxes in the States because of your citizenship, as well as here in France because of your business. The U.S. embassy has a list of lawyers and accountants that will help with avoiding double taxation. Furthermore, there are agreements between France and the States like the Social Security Totalisation Agreement, which avoids double taxation at the social security level, but not many people are aware of that."

Importing a Company
A way of getting around heavy taxation for American expatriates is to form a company in the States and then send people to France as employees, This enables the business owner and perhaps some employees to stay in the American social charges system for five years. American expatriates who are already self-employed, have the right to settle in France and work for two years without having to pay French social charges.

If you are an expatriate citizen of a European country, it's worth considering setting up your company in your home country and creating a subsidiary, or an établissement stable, here. This is relatively simple and much less costly than setting up a company in France. For example, you can buy a shelf company (ready-formed) in the UK within 24 hours for under °Ë300. Because it's so simple, you can do the paperwork yourself which cuts out on legal fees. In France the creation of an equivalent company takes about a month and will cost you about °Ë1,050 in legal fees. Moreover, the minimum capital required to start a company here is °Ë7500, which is blocked during the month it takes to form the company.

If you do decide to set up your company in another European country, you must have a real office outside France, where a substantial part of your business and business decisions must be carried out. It is important to take expert advice. If you don't set it up correctly, your company outside France can eventually be assessed for tax, as a French company, and at some time in the future, you might end up with a very large tax bill. Remember that in France, it's not what you do, but how you do it that counts.

Why choose France?




Wednesday, May 28, 2008

How Gunvor rose to the top of Russian oil trading

By Catherine Belton and Neil Buckley in Moscow

In a prime lakefront office on the edge of Geneva's banking district, about 40 men and women are quietly selling Russian crude for one of the world's fastest-growing - and most secretive - oil traders.

"I think we've been a bit visionary," says Torbjorn Tornqvist, the Swedish chairman and co-founder of privately-held Gunvor Group, a niche player in 2003 that has risen to become the world's third largest oil trader, with forecast revenues this year of $70bn (£36bn, €45bn). Only Vitol and Glencore now surpass it in sales. "In 2003, we decided to go for it," he says in the first in-depth interview granted by the company. "We saw the market was opening up."

But many wonder whether Gunvor's rapid expansion over the past five years - just as the Kremlin has moved in on private oil production - is due to more than just vision. The company has "one very good friend," a former partner says. "He is at the very top level," says another.

Some have speculated whether there are ties that bind Gunvor's other co-founder, Gennady Timchenko, and Vladimir Putin, Russia's president from 2000 until last week. As the company emerges from obscurity, some details of the connections between the two are finally becoming clear. The company claims that it has not benefited from any political favours.

The company's rise provides a glimpse into a secretive clique of businessmen close to Mr Putin who have made immense fortunes under his presidency but have so far stayed far away from public scrutiny. Even as Mr Putin completes a stage-managed transfer to the role of prime minister, installing his hand-picked successor, Dmitry Medvedev, as president, they are finding it increasingly hard to escape the spotlight. This year, Mr Timchenko for the first time made it on to the Forbes rich list with an estimated fortune of $2.5bn.

In a scanty paper trail, corporate records from St Petersburg show Mr Timchenko and a committee headed by Mr Putin participated in one business in the early 1990s. Bankers say the company, Golden Gates, was established to build an oil terminal at St Petersburg's port but foundered in a clash with organised crime.

Mr Timchenko's trading company, meanwhile, was a beneficiary of a large export quota under a scandal-tainted oil-for-food scheme set up by Mr Putin when he worked as head of the city administration's foreign economic relations committee in 1991, local parliament records show. The trader also built close ties with Surgutneftegaz, a Kremlin-loyal oil company, inviting speculation he may have built a significant stake there.

The two men became so close that they founded a judo club together along with two other businessmen, according to the sporting director of the Yavara Neva judo club. Mr Putin has been a keen judo player since his childhood. "Putin brought with him all the big business people he was close with," says the director, Valery Natalenko. Mr Tornqvist denies Mr Putin and Mr Timchenko meet regularly, but Mr Natalenko says the two have frequently appeared together at the club and have travelled with its players as it competed in Europe. Mr Timchenko's sponsorship is valued as a secret of the club's success. "Nothing just appears out of thin air," says Mr Natalenko.

The same might be said for the rise of Gunvor. It paralleled an enormous shift in the Russian oil industry that began with the arrest of Mikhail Khodorkovsky, the Yukos owner, in what was widely seen as a politically-motivated case in 2003. As Yukos was hit with $33bn in back-tax claims, dismantled and taken over by the state, Gunvor's share of the Russian oil trade started to grow sharply. "They took over all our barrels," says one former trader at Yukos's Swiss trading arm Petroval, which was based just around the corner from Gunvor on Geneva's Rue du Rhone until it closed down, bereft of oil.

From "much less" than 10 per cent of Russia's seaborne oil export market in 2003, Gunvor now has about 30 per cent and expects to sell more than 90m tonnes of oil this year as it moves into markets in the Middle East and west Africa, Mr Tornqvist says. Revenues surged from just $5bn in 2004 to $43bn in 2007. All Russian oil companies, apart from Lukoil, have signed contracts with the trader, Mr Tornqvist says.

"They could not have done this without very powerful political connections," says Chris Weafer, chief strategist at Uralsib investment bank in Moscow.

Questions have loomed large over exactly who has benefited from Gunvor's takeover of the oil trade, and indeed how big its profits are. Following allegations by Stanislav Belkovsky, a political analyst, it has been speculated that Mr Putin is an ultimate beneficiary of the company. Mr Tornqvist swats aside that assertion as "baseless and nonsense", even as he confirms the company has a third shareholder whose name he cannot reveal. "This is a private businessman who has nothing to do with politics. He is not very well known at all," he says.

"Why this speculation about Putin?" Mr Tornqvist adds. "We don't need it. We don't have it. It's a liability to us. We have 10 or 12 of the biggest banks in the world financing our business, controlling where we pay money. Every dollar we send goes through such scrutiny.

Mr Putin reserves special scorn for such suggestions. When asked directly this February about allegations that he had amassed a vast personal fortune through ties with businessmen, he told reporters that the reports were "just rubbish, picked out of someone's nose and smeared on bits of paper".

The company's layered ownership structure reveals little. It is owned by a holding company in the Netherlands, Gunvor International BV, which is in turn owned by one in Cyprus, Gunvor Cyprus Holding Ltd. The ownership of the Cyprus entity ends at another postbox holding structure in the British Virgin Islands called EIS Clearwater Advisors Corp, which took ownership in April last year, according to the Cyprus company register. "It's an absolutely closed box," says Paul Millar, director for companies and ports at Lloyd's MIU, the maritime research company.

Mr Tornqvist, a former BP trader, says he and and Mr Timchenko hold equal shares in Gunvor, which he says they founded together in 1997 after meeting while working in alliance at an Estonian oil terminal. The third shareholder, the private investor, took a small minority stake in the company in 2005 in return for financial support, he says. Mr Timchenko declined to comment for this article.

Gunvor does not disclose its profits. Mr Tornqvist says only that it will earn "in the hundreds of millions" on revenues of $70bn this year. Other oil traders say that sounds low: one estimated that Glencore - which also does not disclose its profits - made about $6bn on revenues of $140bn last year.

Alexander Temerko, a former Yukos vice-president who, until he was targeted by Russian prosecutors over his role in Yukos, used to own a house next door to Mr Timchenko in the salubrious Geneva suburb of Cologny, says the relationship between Mr Putin and Mr Timchenko is much more complicated than any ownership links. "If Putin needs help, Gena is always going to help him," he said.

"Of course they are friends," agrees one banker familiar with both men, speaking on condition of anonymity. "They both like judo and speak German. They are both very competent technocratic people. They are a natural fit."

As for Mr Putin owning any stake in Gunvor, the banker considers this unnecessary. "These people don't need money," he says. "They go to the airport and the Gulf jet is already there...He doesn't need to own anything."

Gunvor, however, says even "suggestions that they are friends are not quite right". The company says: "It is simply on occasion they have attended common events or come into contact."

Indeed, Mr Tornqvist says the company has not benefited from any political favours but owes its rise to good business connections. "I could give you 10 people I know who have met Putin because he was working in trade, he was from St Petersburg and he was part of the establishment there," he says. "But to jump from that and say they are somehow in business together is pure speculation."

Many familiar with Mr Timchenko say he is a shrewd businessman in his own right. "He was already pretty successful before Putin became president," says the banker who knows both men. Mr Temerko says Mr Timchenko was a pioneer in bringing in western expertise to his business and was absolutely loyal, as well as a sharp thinker: "Gena thinks many moves ahead."

Little is known about Mr Timchenko's early career. His rise began as the Soviet Union collapsed into chaos and the first trading companies independent from the Soviet oil export monopoly, Soyuznefteexport, started to emerge. The first such outfit was Urals Trading, which became a licensed oil exporter in 1991 and was founded by Andrei Pannikov, a former KGB officer who was expelled from Sweden for spying in the 1980s.

Mr Pannikov says he brought Urals to the Kirishi oil refinery in the Leningrad region, where he joined in business with four men running its trading arm including Mr Timchenko. In a rare interview, Mr Pannikov says he believed Mr Timchenko had worked previously at a Soviet trade organisation, Lenfintorg. Gunvor says Mr Timchenko was an electro­mechanical engineer before he went into oil trading in 1988. "He had language skills which helped him make the step up," the company says.

Mr Pannikov brushes aside speculation that Mr Timchenko, like he and Mr Putin, once served in the KGB. Mr Tornqvist also dismisses such speculation about Mr Timchenko.

The trading arm, then known as Kirishineftekhimexport, won a key export contract when Mr Putin, as head of the St Petersburg administration's foreign economic affairs committee, awarded it a quota to sell 100,000 tonnes of diesel oil. The deal was part of a plan to trade oil and rare metals in return for food imports to feed the city as food supplies became scarce in the dying days of the Soviet Union. But the scheme led to calls for Mr Putin's removal, in the only public scandal involving the president, after the city parliament claimed in an official inquiry that he had given dozens of millions of dollars worth of quotas to obscure intermediaries - and crony companies - while the foodstuffs never appeared.

Mr Putin denied any wrong­doing and Gunvor dismissed allegations that Kirishineftekhimexport made off with the quota, saying Mr Timchenko was not directly involved in bartering the diesel and that the food was delivered on time.

Key to the success of Kirishineftekhimexport was its holdings in nearby oil export facilities in neighbouring Estonia, where the company also later participated in building a terminal, says one former partner in Estonia, Endel Siff. "They would not have won tenders to sell Kirishi products without these relations with Estonia."

The company, however, was also on the look out for terminals closer to home. In January 1992, Mr Putin registered the Golden Gates company in his capacity in the city administration. Records show that his foreign economic relations committee took a 20 per cent stake, while Urals Trading took 31 per cent and Kirishineftekhimexport took 5 per cent. The remaining 44 per cent was owned by a branch of the Leningrad sea terminal.

Mystery surrounds Golden Gates, which is the only company found by the FT in which both Mr Timchenko and Mr Putin participated. Gunvor says it was created to refurbish an oil refinery that never got off the ground. One banker involved with Golden Gates, however, said the company was created to build an oil terminal at the St Petersburg Port.

The plans began to fall apart as Mr Putin - and the city administration - clashed with organised crime groups, says the banker. The dispute escalated to the point at which Mr Putin was personally threatened and had to send his daughters to Germany for safety, he says.

Mr Timchenko, in the meantime, was a key lifeline for another big player. Surgutneftegaz, unlike most other Russian oil companies, staved off take­over in the early and mid-1990s by hungry oligarchs close to Boris Yeltsin's government and prospered due to its ties with the Kirishi refinery and Mr Timchenko, who exported its refined products. The later submersion of the refinery and its trading arm into Surgut has invited speculation that key players at the refinery and its trading arm won shares in Surgut in return.

Mr Tornqvist denies that he or Mr Timchenko hold any big stakes in Surgut, which is publicly traded, beyond what they have since bought on the open market.

The exact ownership of Surgut, however, also remains a mystery. In 2000 and 2001 most publicly-traded Russian oil companies went on a transparency drive, led by Mr Khodorkovsky's Yukos. Not so for Surgut, which has buried its shareholders in a complicated cross-holding scheme and in 2003 stopped publishing financial reports based on Generally Accepted Accounting Principles (GAAP). "They didn't want people to know whose name is on the share register," the banker said.

Hermitage Capital Management, the fund that was once Russia's biggest foreign portfolio investor, filed a legal complaint to force Surgut to clear up the ownership structure. Shortly afterwards William Browder, its head, was barred from Russia - although his activities to improve corporate governance at a host of Russia's biggest companies had ruffled plenty of feathers.

Mr Browder's Hermitage Fund had also reported in 2004 that financial reports showed Surgut had lost $1bn in potential profits between 1999 and 2003 by selling oil for $35 a tonne below the market price to Kinex, the successor to Kirishin­eftek­himexport, and also owned by Mr Timchenko. Gunvor has since become the main focus of Mr Timchenko's activity.

Mr Tornqvist denies Kinex or other Gunvor-related entities could have won oil at knock-down prices. He says Gunvor and other related trading entities, only won deals to sell crude and oil products via open tenders.

Indeed, he says, Gunvor had helped raise the price for Russian oil when it moved in a big way into the market in 2003. "We have been very serious in our approach towards Russia," he says. "Russian companies may have found that [they] were selling oil at low prices, [and] here comes someone who will raise the price." By winning increasing volumes, Gunvor "achieved economies", he says.

Mr Tornqvist explains Gunvor's rise in terms of its ability to win tenders by offering higher prices for Russian oil and oil products, and also of its logistical know-how and long-held connections in ports such as in Estonia.

Many link its rise directly with the state takeover of the oil sector, which began with Yukos, and point to the sheer bulk of contracts now going to Gunvor, while the large volume of oil trades means it can get special deals with shippers and other ports. "Before 2003, they didn't register," said Uralsib's Mr Weafer.

The shift began when Rosneft, the state-controlled oil major chaired by a close Putin ally from St Petersburg, Igor Sechin, who until recently served as Kremlin deputy chief of staff, took over Yukos's production units starting in December 2004. Now it awards the bulk of its volumes to Gunvor. After Roman Abramovich sold his Sibneft oil major to Gazprom, the state-controlled energy major, in 2006, its oil arm Gazprom Neft began awarding large contracts to Gunvor as well. Others have also made the switch. As well as Surgut, which has retained close ties with the trader, TNK-BP, the Russian oil venture half-owned by BP, has signed contracts with Gunvor.

So far this year, Mr Timchenko's Gunvor has dwarfed other players, selling 32.7 per cent of volumes going through Novorossiysk in January this year, and 34 per cent of oil going through Primorsk on the Baltic Sea, Russia's biggest oil terminal.

For men such Mr Pannikov, the rise of Gunvor seems to dovetail with Mr Putin's drive to take control over strategic sectors of the economy.

More organised trading in friendly hands means greater economic security, compared with the pre-2003 situation, when independent traders such as Yukos's Petroval kept the maximum amount offshore and could use the billions of dollars in revenues for whatever they chose.

"You could say that all the money is Putin's," Mr Pannikov says of Gunvor. "But it is much more complicated than that: if the market is in loyal hands then this means control over prices, and it also means the profits do not go towards financing terrorism."

Others say Gunvor has helped reduce the discount between Russian Urals crude and western Brent. "Timchenko is a mechanism for helping to raise the price," Mr Temerko says. "Putin had two ways out. He could either recreate a state monopoly, or create the possibility for the growth of a major oil trader headed by a person close to him."

Mr Pannikov even regrets the 1990s tumultuous rise of dozens of independent oil traders. "If you asked me honestly I would never have destroyed the monopoly," he says. "I would have kept all the export trading in state hands."

Tuesday, May 27, 2008

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Friday, May 16, 2008

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Wednesday, May 14, 2008

HP in $13.9bn challenge to IBM



HP shares fell in New York

Hewlett-Packard (HP) has struck a deal to buy the information technology provider Electronic Data Systems (EDS) for $13.9bn (£7.2bn).
The move will help HP compete with IBM and is HP's biggest acquisition since 2002 when it bought Compaq for $19bn.
HP shares fell on fears the firm was paying over the odds for EDS.
EDS is a Texas-based information technology services company and HP is one of its biggest customers. Britain's NHS is also a client.
The deal values EDS at $25 per share, a 33% premium to its Friday closing price, before reports of talks sent the stock soaring on Monday.
'A little pricey'
HP hopes the deal will help it to compete with IBM in the technology services business.
"The combination of HP and EDS will create a leading force in global IT services," said Mark Hurd, HP chairman and chief executive.
Some analysts questioned whether HP was paying too much for a relatively slow-growing company.
"I would say the deal, in my view, is a little pricey but we'd have to look at the details," said Jeff Embersits, chief investment officer of Shareholder Value Management.
HP shares fell 5.62% to $44.20 in morning trade in New York.