Control without money: why 51% did not guarantee control over Delo Group of Companies
Delo Group of Companies / Rosatom
This material is an independent analytical review prepared by ZARYA based exclusively on publicly available sources (court rulings, official regulatory filings, reputable media). It is not a report commissioned by a client and does not indicate ZARYA involvement in any investigation of the case described.
The full text of the corporate agreement is not publicly available. This analysis examines the construction described by the parties themselves and the business media, and does not provide a legal opinion on the unknown terms of the contract.
Context: who participated and what happened
Sergey Shishkarev founded the Delo transport and logistics group in Novorossiysk in 1993. By 2019, the group was managing port terminals and container shipping, but was preparing for a dramatic increase in scale.
Rosatom is a state—owned corporation, primarily known for its nuclear industry. At the same time, she developed a logistics area: cargo transportation for nuclear power plants under construction, the Northern Sea Route and future international transport corridors. To do this, she needed not only infrastructure, but also operational logistical competence.
According to Shishkarev, negotiations began in February 2019. By mid-October, the parties had agreed on the terms of Rosatom's entry into the group's capital.
On November 27, 2019, Dela's structure won an auction for the sale of a controlling stake in Transcontainer, Russia's largest railway container transportation operator. The price was 60.3 billion rubles. For the purchase, the group attracted a loan from Sberbank. Earlier, Shishkarev said that his own funds would cover only 25-30% of the price.
In December 2019, Atomenergoprom, a Rosatom company, contributed 29.896 billion rubles to the capital of the group's parent company and received 30%. This is important: the capital of a strategic partner appeared simultaneously with a major purchase, which changed the size and debt burden of the entire business. The head of Rosatom, Alexei Likhachev, later said bluntly that part of the state corporation's money was used for the Transcontainer deal, and most of it was secured by a loan from Sberbank.
No later than April 2020, it became publicly known about the possibility of Rosatom acquiring another 19%. Open sources do not allow us to determine whether this option was included in the original version of the December 2019 agreement or was issued in a separate document. In August 2022, the option was exercised ahead of schedule: the share of the state corporation increased to 49%, while Shishkarev's share decreased to 51%. The price of the second transaction was not publicly disclosed. The Group reported that the funds will be used for investment projects and debt relief. According to RBC, with reference to the financial statements, the net debt of Delo Management Company in 2020 amounted to 134.3 billion rubles.
In August 2023, the parties took the next step. They signed an additional shareholder agreement and established equal representation on the boards of directors of Delo Management Company, Transcontainer and Global Ports. Rosatom still had 49%, but it got half of the seats in key management bodies. Shishkarev publicly emphasized that he had done it himself: the grown-up group, according to him, needed the management practices of the state corporation.
Formally, the majority remained with the founder. In fact, strategic decisions now required the compatibility of the two centers of will.
Date of the analytical section:
August 2023 — signing of an additional shareholder agreement on parity management.
This is not the moment when the future conflict has already become obvious. On the contrary, the parties publicly talked about comfortable cooperation and joint development. That is why the date is suitable for verification: was it possible then to see a risk that had not yet manifested itself as an open dispute?
For the decision—maker, the founder of the group, by this date were known:
• the actual terms of the corporate documents, including the procedure for termination of the partnership provided by them;
• increase the partner's share to 49%;
• debt and investment burden of the grown group;
• the price and complexity of a potential repurchase of a large package;
• the decision to provide the partner with half of the seats on key boards of directors.
Public sources do not disclose the full text of the corporate agreement and do not allow us to determine whether the mechanism of mutual buyout changed in 2019-2023. Therefore, the bulletin does not claim that the specific edition of the mechanism was created in August 2023. The analytical question is different: should the management review have been accompanied by a re-examination of whether the founder was able to fulfill both possible outcomes of the existing withdrawal agreement?
What was visible on the cut date.
1. The majority share no longer gave the sole managerial advantage:
Owning 51% and controlling the governing bodies are not the same thing. After the 2023 agreement, Rosatom received half of the seats on the boards of the parent company and two key assets. If the strategies diverged, the lack of a majority in the council could turn 51% of shares into an insufficient instrument of operational control.
This risk was not hidden. The parity was announced publicly, and Shishkarev explained it as a voluntary management decision.
2. The partner owned a package that could not be redeemed from the usual cash flow:
The initial 30% was worth almost 30 billion rubles even before the group fully consolidated Transcontainer and expanded the business. An additional 19% increased the value of a potential buyback to the size of a single large transaction.
The exact price of the package in 2023 has not been publicly disclosed. But the order of magnitude could be understood without knowing the future offer: it was about almost half of the largest transport and logistics group, which had already used tens of billions of rubles of bank financing.
Therefore, the founder's right to buy out a partner could not be considered really available just because it was written in the contract. The possibility of its execution depended on a pre-prepared source of financing.
3. External capital did not just evaluate the group — it participated in the creation of its new scale:
Atomenergoprom's money entered the parent company's capital during the same period when Delo bought Transcontainer. The mandatory buyback of the remaining shares of the operator was also financed by Sberbank's credit line. Later, the funds from the increase in Rosatom's share to 49% were intended, among other things, to reduce the debt burden.
This does not prove the group's dependence on Rosatom in a legal sense. But it shows economic consistency: business expansion, growth in the share of a strategic partner, and debt financing did not develop in isolation from each other.
4. Formally, the same choice required different resources from the parties.:
The mechanism, which is commonly referred to as "Russian roulette", is simple. One partner calls the price. The second one must choose: sell him his share or buy his share at the same price per unit of participation.
The logic seems fair: the one who calls the price does not know whether it will turn out to be a buyer or a seller, so he should not overestimate or underestimate it too much.
Such a mechanism has a fundamental limitation: it remains fair only when both parties are really able to finance the purchase. If only one partner has enough money or available credit, the other partner may be forced to sell the share even at a reasonable price. In this case, the advantage is created not by the wording of the contract, but by the difference in access to capital.
In the case of the "Case", the publicly described procedure had its own peculiarities: Rosatom named a single business assessment, Shishkarev received an initial choice between sale and purchase, and after choosing a purchase, a separate deadline for approval and full settlement. The full text of the agreement is unknown, so this analysis does not equate a specific procedure to all the conditions of the classic "Russian roulette".
In the design under consideration, the size of Atomenergoprom does not prove that any amount was automatically available to it without approval. But the scale of the difference was observable. By the end of 2019, Atomenergoprom Group had 3.4 trillion rubles of assets, 261.1 billion rubles of cash and equivalents, and 140.4 billion rubles of net profit. The private co-owner of Delo, on the contrary, would have to finance the purchase of almost half of his own, already large holding company.
The exact creditworthiness of Shishkarev in August 2023 is publicly unknown. Therefore, it cannot be argued that he would not have been able to finance the buyout even then. But the order of the possible amount and the observed difference in the resources of the parties required checking the availability of pre-secured financing, rather than assuming its availability.
What became known later?
In the first half of 2024, according to the business press, disagreements appeared between the partners. In search of a solution, the parties involved a third company, Transmashholding (TMX). In December 2024, the R-Alliance structure associated with TMH bought 1% of Delo management Company from Shishkarev — the deal was conditional: the share was returned to Shishkarev for the same amount if a parallel agreement on the purchase of Rosatom's 49% stake did not take place. The share of Shishkarev for this period decreased to 50%. The agreement with TMH fell through. Shishkarev officially confirmed its cancellation in December 2025.
On February 17, 2026, Rosatom's Strategic council decided to terminate the partnership and launched a mutual buyout mechanism. At this point, Shishkarev's share was still 50% — 1%, purchased by TMH in December 2024, was returned to him only on February 25, 2026, eight days after the mechanism was launched. The price for 49% of the state corporation was 74 billion rubles. Shishkarev's stake (after recovery to 51%) was estimated at about 77 billion. The total valuation of the business was the same for both sides — about 151 billion rubles.
Even before the formal launch of the mechanism on January 16 and February 23, 2026, Rosatom twice blocked Shishkarev's proposed candidacies for the post of CEO of Delo Management Company, retaining Alexey Lebedev in his position associated with TMH — the first open evidence that parity management can not balance, but paralyze the company.
Shishkarev chose to buy the Rosatom package. He spoke publicly about bank financing and contacted VTB. 120 days were allowed for full payment after notification.
The deal did not take place. At the end of June 2026, Shishkarev refused the ransom. He explained this by saying that the proposed format did not provide guarantees for the stable operation of the company. Kommersant reported that the entrepreneur had not agreed to raise money on acceptable terms. Open data does not allow us to determine what has become decisive: the terms of financing, an assessment of the future sustainability of the business, or a combination of both reasons. On July 6, 2026, shortly after Shishkarev's refusal, Rosatom CEO Alexei Likhachev announced a corporate decision to buy out 51% of him.
The late outcome does not prove malicious intent and does not turn the 2019-2023 agreement into a pre-planned takeover. The mechanism formally fulfilled its function: it offered the parties a way to end the corporate deadlock. The analytical question is not whether it worked, but whether the choice it provided was practically feasible for both sides. At the time of the real conflict, the option of maintaining control over Shishkarev required attracting 74 billion rubles on acceptable terms and at the same time maintaining the stability of the group.
A decision that could have been changed on the cut-off date.
In August 2023, the acceptable solution was not to abandon Rosatom. The collaboration has already given the group capital, scale and management capabilities.
The condition for continuing the partnership was changing: before granting parity in key councils, it was necessary to re-check the exit mechanism and require a design in which the right to retain control was enforceable, and not just fixed on paper.
Possible defenses should have been discussed before the conflict arose.:
• Pre-confirmed repurchase financing line;
• the settlement period corresponding to the size of the package and the state of the credit market;
• independent assessment and verification of the impact of the transaction on the sustainability of the group;
• prohibiting the launch of the mechanism if it is impossible to safely finance the buyout without prejudice to operational activities;
• a different procedure for resolving the impasse, which does not turn access to liquidity into the only source of control.
This is not a guarantee that the founder will keep the business. This is the transformation of a formally equal choice into an option that both sides are really capable of fulfilling.
Analyst's question
Can you consider yourself a controlling owner if maintaining control depends on the ability to quickly buy out 49% of the partner?
What is publicly known
Four circumstances were openly recorded already on the date of the cut: 1. Owning a majority stake did not give sole control — after the 2023 agreement, Rosatom received half of the seats on the boards of directors; 2. The minority stake could not be redeemed from the usual cash flow — its value corresponded to the scale of a separate large transaction.; 3. Atomenergoprom's capital was embedded in the expansion of the group itself, rather than simply evaluating it from the outside; 4. The mutual buyback mechanism formally provided the parties with the same choice, but not the same resource for its execution — a gap in scale (3.4 trillion rubles of Atomenergoprom assets versus the need for Shishkarev to finance the purchase of half of his own holding) was observed already in 2019-2023.
Analytical assessment
The main mistake of a possible audit would be to evaluate the contract on individual points: • 51% of the founder, which means that control is preserved; • The partner has 49%, which means he remains a minority shareholder; • the same price of mutual redemption means that the mechanism is fair; • Equal representation on the boards means that the management is balanced. Each statement individually looks reasonable. The risk appears only after their connection. After the establishment of managerial parity, the conflict over strategy ceased to be a common disagreement between the majority and minority shareholders. It could become a dead end. Breaking the deadlock, in turn, required money from the founder, not votes: the ability to acquire the entire 49 percent stake of the partner in a short period of time. If such financing did not exist in advance, the founder still had the legal opportunity to choose the purchase, but not the guaranteed economic opportunity to complete it. Therefore, the real control in this design was not determined by the size of the fraction itself. It was determined by three conditions at the same time: 1. who is able to block the decision; 2. Who is able to launch a negotiated exit; 3. who is able to pay for both possible outcomes of this exit. In August 2023, it was necessary to check not only the distribution of seats on the council, but also the financability of control: whether Shishkarev has a confirmed source of funds that allows him to save the group when launching a mutual buyout mechanism at an unfavorable moment. Such protection was not a free option. Rosatom has already provided the capital necessary for the expansion of the group, and could not agree to limit the exit provided for in the agreement. The requirement of other conditions could slow down the development, change the price of the partnership, or lead to the abandonment of parity. But it was precisely this price that had to be weighed against the risk of losing practical control.
Epistemic status
Established facts · expand
- Atomenergoprom contributed 29.896 billion rubles to the capital of Delo Management Company and received 30% in December 2019. - The opportunity to increase the package by another 19% was provided in advance and publicly disclosed no later than April 2020. - In August 2022, Rosatom's share increased to 49%. The price was not disclosed. - In August 2023, the parties voluntarily established equal representation on the boards of Delo Management Company, Transcontainer and Global Ports. - From December 2024 to February 25, 2026, 1% of Delo Management Company temporarily belonged to the R-Alliance structure associated with Transmashholding. Shishkarev's share for this period decreased to 50% and was restored to 51% eight days after Rosatom launched the mutual buyout mechanism on February 17, 2026. - The corporate agreement provided for a mechanism for terminating the partnership through a mutual buyout. - In 2026, the purchase of 49% required 74 billion rubles. Sergey Shishkarev planned bank financing, but did not agree on it on acceptable terms and did not complete the transaction. - After his refusal, Rosatom decided to buy 51%. - In January and February 2026, Rosatom twice blocked Shishkarev's candidacy for the post of CEO of Delo Management Company, retaining Alexey Lebedev, who was associated with TMH.
Open hypotheses · expand
• The combination of parity management, almost equal shares and different access to finance made the situation of the parties economically unequal even before the open conflict. • A re-examination of the corporate structure in August 2023 could reveal that 51% do not provide sustainable control without pre-arranged repurchase financing. • Additional contractual protections could have changed the acceptable decision of the founder: to maintain the partnership, but not to accept parity and the exit mechanism in the existing combination. The hypothesis does not state that Rosatom intentionally created a trap or used an unfair price.
Data gaps · expand
• full text and revisions of the corporate agreement; • dates of activation and changes of the mutual buyback mechanism; • prices of an additional 19% in 2022; • An accurate list of decisions that required the consent of both sides after 2023; • the full structure of the group's debt security; • the terms of the discussed bank financing in 2026; • confirmation of the final transfer of 51% to Rosatom after the decision was made. Without this data, it is impossible to assess the good faith of the parties, the fairness of the price, or to assert that the outcome was a foregone conclusion.
Analyst's conclusion
Corporate control cannot be checked only by percentage of shares. If a strategic partner gets blocking influence, almost half of the business, and the right to initiate a mutual buyout, the review should answer not one, but two questions.: 1. Can an owner make key decisions today? 2. Will he be able to pay for maintaining control tomorrow if the partner launches a contractual exit? In the Case group, the second question turned out to be more important than the first. Shishkarev had a controlling stake, but the option of keeping the company behind him required 74 billion rubles in 120 days. There was a formal right to buy a partner. It was not possible to agree on a resource for its execution on acceptable terms. At the same time, Shishkarev himself did not consider the available format to be a sufficient guarantee of the group's stability. The non-obvious risk was not in the "Russian roulette" itself and not in the fact that the partners would ever quarrel. The risk was that the contract considered their choice symmetrical, although the execution price of this choice was based on fundamentally different financial possibilities. For a founder, board of directors, or lender, the practical test sounds like this: If a partner launches an exit mechanism at the worst possible moment for the company, is there a proven way to pay for maintaining control today — without selling key assets, breaking covenants, and shutting down operations? If there is no response, the controlling stake may turn out to be control only up to the first serious deadlock.