He allegedly systematically did not provide him with financial statements, and as a result, in January 2023, he bought out 5% of Spiridonov’s shares without notifying him. According to the entrepreneur, the bank violated the terms of the agreement on the evaluation and sale of shares. Forbes figured out his claims and talks about how the conflict developed.

The claims of Dmitry Spiridonov, co-founder of the CloudPayments payment service, against Tinkoff Bank became known at the end of January. Then the entrepreneur wrote a post on his page on VKontakte, where he said that the bank had not paid him money for the redeemed 5% of the shares of the service. The press service of the bank later denied the words of the entrepreneur, providing the editors of Forbes with a copy of the payment order. As a result, on February 13, Spiridonov received the money, but he still accuses the bank of violating the terms of the agreement on the assessment and sale of the stake and intends to challenge this in court.

As Forbes found out, the conflict between Spiridonov and Tinkoff Bank, which acquired his startup, began in the spring of 2022. As a result of the discord, the entrepreneur left CloudPayments. Something went wrong?

In the clouds

CloudPayments is engaged in online payments for online stores and online services. The company was founded by Dmitry Spiridonov and Konstantin Yan in 2014. Spiridonov previously worked in the Trans-Baikal branch of Sibirtelecom and in the administration of Russian Post in his native Chita. And in 2010 he came to Moscow, where he later received an MBA from Moscow State University. Before the launch of CloudPayments, he and Ian managed to work in the RBK.Money payment service.

A startup entrepreneur was one of the first to offer online stores to install a pop-up payment widget on a website or in a mobile application – and fired at it. In 2017, Tinkoff Bank bought 55% of it. “We closely monitor the market and are always ready to invest in promising companies and teams,” Oleg Tinkov, the founder of the bank, said at the time. According to him, the bank joined forces with “one of the most talented teams on the market.” With the help of CloudPayments, the company planned to increase its share in the Internet payments segment.

In May 2019, the group increased its stake to 90%, and in August of the same year bought another 5% from Jan, who left the company to pursue his other project. In an interview with Forbes, he said that he had agreed on the amount of the transaction with the bank directly, no outside consultants were involved. Thus, the parent company of the bank, TCS Group, received a 95% stake in the service, while Spiridonov, who served as CEO of CloudPayments, was left with 5%.

Spiridonov recalls that in the same year he signed an agreement with Tinkoff, according to which the bank could buy out his stake in CloudPayments at any time within a few years. The procedure for assessing the share was prescribed in the contract: it should have been carried out by independent experts from the international audit companies listed in the document, the entrepreneur claims.

Having enlisted the support of the bank, over the next three years the service went abroad (to the CIS countries and Latvia) and expanded its product line. It introduced the CloudKassir service, which provides online fiscalization services (allows you to send and print checks on remote cash registers) for businesses, a service for sending and receiving non-cash tips and targeted donations CloudTips and a cloud solution for managing payments around the world CloudSoft. At the end of 2020, the total revenue of CloudPayments amounted to 2.1 billion rubles. In 2021, it more than doubled to 4.5 billion rubles. Since 2020, Spiridonov has also been an adviser to the Deputy Chairman of the Board of Tinkoff.

Pocket expenses

According to Spiridonov, in the spring of 2022, relations between him and top managers of Tinkoff began to deteriorate. In April, the founder of the bank, Oleg Tinkov, sold his 35% stake in TCS Group to the Interros group of Vladimir Potanin. At the same time, managers and work processes began to change in the bank, Spiridonov recalls. For example, according to him, the company proposed changing the motivation system for sales managers of the service it created: “The previous work order (in CloudPayments) gradually began to be replaced by the way it is arranged in the bank.”

In mid-March 2022, Spiridonov says, he and the top managers of the bank decided to change the CEO of CloudPayments. This position was taken by Pavel Vlasov, Deputy Director of the Tinkoff Payment Systems Department. Spiridonov, who was formerly CEO, attributes the decision to the reshuffle to CloudPayments’ high growth rate and the bank’s desire to gain more control over the asset. The entrepreneur himself, in his own words, took the post of managing director.

Later, Tinkoff employees began to “actively interfere” in the work, Spiridonov assures: “I, the creator of a company that is growing (at a rate) almost twice a year, began to impose management decisions on people who are completely ignorant of sales and marketing “. He admits that he did not have enough freedom in making managerial decisions, it was uncomfortable to work in such conditions. Therefore, in May 2022, Spiridonov left all positions in the company.

Tinkoff Bank did not comment on Spiridonov’s departure from CloudPayments. A Forbes source close to the bank says that the co-founder of the service has been an employee since 2019, and 5% was his motivational program. “Dmitry was fired when it became clear that it was necessary to control the financial flows in CloudPayments after the identified abuses – voluntaristic bonuses (to employees) for loyalty, and not the result,” says the Forbes interlocutor. According to him, Spiridonov “confuses his pocket with the pocket of the company,” through which he paid for his birthday party, dog grooming, and promotion of his personal brand.

CloudPayments regularly conducted independent audits, and none of them revealed such abuse, retorts Spiridonov. According to him, any event and its costs were agreed with the bank in advance and were reflected in the financial statements.

Since Spiridonov had 5% of the company left, he followed what was happening with the CloudPayments business inside Tinkoff. Realizing that the bank might buy out his stake, the entrepreneur, in his own words, was worried about the valuation. Since the summer of 2022, he has regularly requested the financial documents of the service from the bank’s management. According to Spiridonov, he had the right to do so as a shareholder.

“All my requests, both written and oral, were ignored,” complains Spiridonov. He decided to involve lawyers. Since June 2022, his interests in communication with Tinkoff Bank have been represented by a law firm hired by him. But this did not help, he assures: the attempts of lawyers to obtain the financial statements of CloudPayments from the bank were unsuccessful – he refused them under various pretexts. “It got ridiculous. For example, they motivated the refusal by my divorce from my first wife: “How do we know that sensitive information will not be transferred to third parties, because he could write off part of his property to his ex-wife.” And all this had to be answered with reason!” – the entrepreneur recalls indignantly.

The press service of Tinkoff Bank admits that they asked Spiridonov for confirmation that, when dividing property with his ex-wife, his share in CloudPayments remained with him. But they argue that the information about the failure to provide the financial indicators of CloudPayments to the entrepreneur is not true.

From letter to court

In September 2022, Spiridonov sent a letter to Tinkoff management with a proposal to buy out 5% in CloudPayments. According to a representative of the Tinkoff press service, on October 27 the bank accepted this offer and responded to the businessman with an e-mail (Forbes editors got acquainted with it). Spiridonov, on the other hand, claims that Tinkoff did not respond to his proposal.

On November 24, 2022, the representative of Spiridonov, according to the entrepreneur, visited the CloudPayments office in the presence of a notary. He asked to provide 21 documents for review, including consolidated financial statements, statements of all settlement accounts, net profit statements, a copy of the 1C database from 2019, information on the number and salaries of employees. Spiridonov claims that this time the bank handed over the documents, but only partially. According to him, Tinkoff provided “insignificant information” and not the entire list of documents.

The bank handed over to Spiridonov more than 15 documents, including the financial statements of the payment service, the Tinkoff press service says. According to her representative, the company decided to “make a deal” with the entrepreneur, since they were simultaneously negotiating with him about a possible buyout of his share. The bank did not respond to a Forbes question about whether any of Spiridonov’s inquiries went unanswered.

The co-founder of CloudPayments considered the information received insufficient to verify the redemption value of his stake. As a result, on November 14, he appealed to the Moscow Arbitration Court with a request to oblige the payment service to provide the requested documents. The court accepted the application for proceedings, scheduling a hearing on it for January 18, 2023.

The conflict moved to a new level at the beginning of 2023. On January 13, Tinkoff Bank became the owner of Spiridonov’s stake in CloudPayments, consolidating 100% of the service. Representatives of the businessman, in his own words, found out about this in the courtroom on January 18. In this regard, the hearing of the case was postponed until March 6.

Spiridonov claims that, in addition to the documents from the list, Tinkoff did not provide him with a calculation of the redemption value of 5%. At the end of January, he took the conflict to the public field by writing a post on social networks about it, mentioning that he did not receive money for this share. Tinkoff Bank claims to have sent the payment on January 25th. 10 days before, the bank sent a notice of purchase to the former CloudPayments shareholder by regular and e-mail.

According to a representative of the Tinkoff press service, the agreement that the bank signed with Spiridonov in 2019 contained a formula for calculating the cost of a share based on EBITDA. According to this formula, the price was determined, they say in Tinkoff. All the indicators used for the calculation, the bank assured in the auditing company Trust Technologies – Audit (a Russian division that left PwC), the press service says. Trust Technologies declined to comment.

According to Tinkoff, according to the agreement, the bank was not obliged to send Spiridonov a calculation of the cost of the share (in confirmation of this, the representative of Tinkoff showed Forbes the clauses of the agreement for review). However, the bank promised to provide all this in an official letter sent by e-mail, Spiridonov himself retorts, emphasizing that he never received the payment. The bank assures that they did not give the entrepreneur such written promises.

If the agreement between Spiridonov and Tinkoff describes only the calculation procedure based on financial statements and does not imply obtaining the consent of both parties with the final cost, the bank could well complete the transaction without the direct participation of a minority shareholder, says Maria Kukla, partner at the law firm FTL Advisers. At the same time, according to her, the promise to provide a cost estimate, which is given by e-mail, can also have legal force. However, for this, such a method of exchanging legally significant messages must be specified in the contract.

Foggy prospects

In early February, Spiridonov published several more posts on social networks stating that he had not received money from Tinkoff Bank. According to him, the money was stuck in VTB Bank – Tinkoff transferred the money to Spiridonov’s account in it.

The entrepreneur claims that VTB requested a number of documents from him, for example, a copy of the notice of controlled foreign companies filed by TCS Group with the Russian tax authorities in 2021. But with the loss of the share of Spiridonov, in his own words, he also lost access to such documents. Therefore, only Tinkoff could provide them, he says. VTB declined to comment, citing the confidentiality of customer data.

Tinkoff handed over to VTB all the necessary documents in response to the request of Spiridonov’s representatives, the bank’s press service says. On February 10, the funds were credited to the entrepreneur’s account, and a few days later he announced this on social networks. In his opinion, Tinkoff provided the necessary documents to VTB only because the corporate conflict became public. Otherwise, the money would have remained “hung”, he believes.

Neither Tinkoff nor Spiridonov disclosed the amount of the deal. With a fair assessment of the business, it could have amounted to $4-5 million, says Mikhail Burmistrov, CEO of InfoLine-Analytics. In his opinion, when choosing an appraiser, Tinkoff could choose one of the audit companies listed in the agreement between the parties, which provided the lowest business valuation.

According to Spiridonov’s calculations, the buyer underestimated the cost of the share by two or three times, artificially increasing the cost of the service. “The value of the share is assessed based on the company’s performance. And theoretically they can be manipulated. They didn’t have a goal to buy out a share at a fair assessment, otherwise they would not have refused to provide reports, ”Spiridonov argues.

Tinkoff declined to disclose CloudPayments financials for 2022 to Forbes, but noted that the year was difficult and “no one grew” during it. The bank did not answer the question about the allegedly artificial increase in the costs of the service.

Spiridonov does not exclude that he will file a new lawsuit against Tinkoff Bank – about violation of the terms of the agreement of the parties when assessing its share. Kukla from FTL Advisers considers the prospects for such a lawsuit vague: “The reporting data and documents required for the assessment are controlled by the majority shareholder. Accordingly, it will be difficult to prove the incorrectness of the calculation presented by him.

According to Kukla, such conflicts are common. By signing corporate agreements and option agreements, the parties proceed from the fact that in the future they will be satisfied with each other, she explains the reason. In the case of Tinkoff and Spiridonov, in her opinion, the conflict could have been avoided by stipulating in the contract the mandatory agreement on the value of the share after the calculation and the possibility of transferring data to another auditor from the designated list in case of disagreement.