POSITIONAL BATTLE FOR TOKUDA BANK
The battle for Tokuda Bank, in which the Japanese company International Hospital Services of Dr. Tarao Tokuda and the leasing company Lady BCM of Slavka Ivanova had been measuring strength for years, entered a new stage. The company is not only trying to throw off the claims, laid by the bank against it, but demonstrates its intention to regain control on the credit institution. The legal disputes between Dr. Tarao Tokuda's and Ms. Ivanova's companies may result in Tokuda Bank's falling into the situation, in which NEFTINVESTBANK (recently renamed to INVESTBANK) has been for a fourth straight year. INVESTBANK's former shareholders are conducting endless suits against its present owners for the control over the bank. And these lawsuits impede the credit institution's normal development. The same lot is probably awaiting Tokuda Bank, its Management Board Chairman Stoyan Alexandrov prdicted in end-2002 and his forecast seems to be coming true now. In mid-March 2003 the Court of Arbitration with the Bulgarian Chamber of Commerce and Industry (BCCI) ruled that International Hospital Services should return to Lady BCM 230,100 shares as the Japanese had not fulfilled one of the mandatory clauses of the contract for acquiring them. The contract was signed in August 1998 and under it the leasing company transferred to International Hospital Services 230,100 stocks of the bank. One of the conditions was that Ms. Slavka Ivanova would retain her position as Executive Director of the bank over the next five years. But she was dismissed in 1999 and a punitive procedure was initiated against her on accusations of misappropriation of USD1.8MN. It is due to that dismissl of Ms. Ivanova (which contradicts the contract) that the leasing company demanded its shares back. The lawyers of International Hospital Services, on their part, demanded from the court (in case it rules that the stocks be returned to Lady BCM) that the leasing company should give back the USD1.15MN (USD5 per share), paid by the Japanese for the paper. However, the leasing company objected to that requirement. According to its managers, in the passed four years the bank's shares have devaluated due to the accrued losses, and proposed to pay USD2 per share (a total of USD460,000). The Court of Arbitration decided that Lady BCM's offer was just and International Hospital Services did not have reasons to claim a larger amount of money. But the bank's lawyers pointed out that a considerable part of the losses in question were due to deals, contracted prior 1999 and signed by Lady BCM's incumbent owner Slavka Ivanova. However, the Court of Arbitration neglected that circumstance.The ruling of the magistrates from the Court of Arbitration leaves the impression that Lady BCM has completely and unconditionally won that court duel. But as things usually stand in law matters, the first glance is delusive. The magistrates did accept the objection of Tokuda Bank's representatives that the arbitration clauses in the contract between International Hospital Services and Lady BCM were not obligatory for the credit institution. According to Tokuda Bank's lawyers, it can refuse to enter Lady BCM as the owner of the 230,100 shares in question. The only way for the leasing company to make the bank accept it as a shareholder again is if it wins a lawsuit against it at the Plovdiv Regional Court (Tokuda Bank moved its registration to Plovdiv in mid-2002). In addition, the leasing company will have to proove its rightness in front of the supreme court instances. The judgement of the Court of Arbitration with the BCCI is not final and can be appealed at the Suppeme Court of Cassation.