Displaying items by tag: Law

After the initial shocking coverage of the Russian invasion of Ukraine, which began in February 2022, came announcements of the most extensive sanctions in history by the EU, G7 nations and others against Russia. In the EU, this effectively deconsolidated companies' Russian subsidiaries, leaving decision makers with the choice whether to sell up or hold out for better times.¹ Four Russian-facing EU cement producers - Buzzi Unicem, CRH, Heidelberg Materials and Holcim - finalised their strategic responses in March 2022.

One year on, on 15 March 2023, 666 (21%) of 3110 eligible multinationals have withdrawn from Russia, according to the KSE Institute.² Ireland-based CRH led the cement sector exit. It abandoned its Finland-based subsidiary Rudus' ready-mix concrete joint venture, LujaBetomix, on 2 March 2022. Switzerland-based Holcim took longer, but affected its exit on 14 December 2022, agreeing to sell Holcim Russia to local management. One condition of the sale was a rebrand (to Cementum, in February 2023) to withdraw the Holcim name from Russia. Unlike CRH, Holcim's Russian business included multiple cement plants - though the producer stated that it contributed less than 1% of group sales during 2021.

The KSE Institute uses the equivocal label of 'waiting' for companies which have paused investments, or scaled back operations, in Russia, while retaining their subsidiaries. This applies to 500 companies globally (16% of the pre-war total). Germany-based Heidelberg Materials acted swiftly to freeze further investments in HeidelbergCement Russia on 10 March 2022. At that time, its three cement plants were in winter shutdown. In terms of capacity, the 4.7Mt/yr-capacity Heidelberg Materials Russia constitutes 2.8% of Heidelberg Materials. In 2022, Heidelberg Materials suffered a Euro102m impairment on account of its Russian business. CEO Dominik von Achten, announcing the freeze, had described the subsidiary as a 'pure local business with no imports or exports.' Its website has since come offline, but the corporate structure presumably maintains in its frozen isolation.

1220 global multinationals - 39% of all those previously operating in Russia - are still 'continuing operations.' Among these is Buzzi Unicem. Having decided that 12 months was long enough, the Ukrainian National Agency for the Prevention of Corruption (NAPC) placed Italy-based Buzzi Unicem on its list of Russian war sponsors on 8 March 2023 for the actions of its subsidiary SLK Cement. A scathing denouncement accompanied the listing, in which the NAPC set out its main charges. It accused Buzzi Unicem of:

1. Expanding its business in Russia since the invasion;

2. Supplying its products to Russian state-owned businesses, including energy suppliers Rosatom and Rosneft;

3. Voicing support for the invasion via its social media presence.

The NAPC concluded “Buzzi Unicem's continued business in Russia means direct support and sponsorship of terrorism by Russia.”

Buzzi Unicem responded in no uncertain terms that these allegations are untrue: it has no business in Russia, and the entity bearing its logo on its (SLK Cement's) website is entirely independent in its decision-making and commercial actions.

This goes to the root of what it means to be a subsidiary of a corporation. Buzzi Unicem seeks to define the relationship as beginning and ending in operational involvement. Yet Buzzi Unicem and other corporations have invested large sums in businesses like SLK Cement. According to the NAPC, Buzzi Unicem paid Euro62m in taxes alone in Russia between 2016 and 2021. Whether they have elected to 'continue operations,' 'wait' or write in favourable buy-back options into sales contracts, as has happened in other industries, companies can be expected to seek to return to their investment.

As such, it is not entirely surprising that Buzzi Unicem should have followed up its rebuttal with a defence of SLK Cement. It stated "SLK Cement is a Russian domiciled entity operating exclusively in that country and therefore subject to domestic legislation. Payment of taxes and having employees being mobilised to the army are not discretionary decisions, rather legal obligations within the Russian jurisdiction."

In the decision to sell or hold, multinationals face the usual considerations: can they afford to yield their market share to other - less conscientious - competitors? Or, in this instance, those from Türkiye, India and China, whose potential investments are unrestrained by sanctions? Even as Holcim thrashed out its exit deal in October 2022, China-based West China Cement announced plans for a new US$260m, 1.2Mt/yr cement plant in Tatarstan, Volga Federal District. Meanwhile, Cemros (formerly Eurocement) is carrying out a Euro3m mill upgrade at its Lipetsk integrated cement plant in Central Federal District, which will increase the plant's capacity by 20% upon commissioning in early 2023. Between them, Central Federal District and Volga Federal District host four former Holcim cement plants.

12 months into the Russian invasion of Ukraine, an onslaught of withdrawals has shrunk, but not collapsed, the Russian economy.³ The Russian government insists that cement demand remains high (up by 2.1% year-on-year to 58.3Mt during the first 11 months of 2022, according to the Russian cement association Soyuzcement).⁴ The country has substituted new sources of imports for those lost since the beginning of the invasion, the government claims. It is even preparing for a cement shortage from 2024 onward by 'further developing domestic production capacities.'

Far from shrinking, Russian cement production rose by approximately 2.5% year-on-year to 60.7Mt in 2022.^{4, 5} The two aforementioned districts - Central Federal District and Volga Federal District - contributed a healthy 15.3Mt (25%) and 13.4Mt (22%) respectively. If the statistics are to be believed, the EU's recalled producers are missing out on a bonanza.

At the same time, all four EU-based producers face the parallel burden of increased costs in their key markets, as sanctions keep energy prices at an all-time high, and nowhere more so than in Europe. These sanctions purport to target Russian businesses and individuals, but their bite is far less discriminating. Companies may well wonder why they are being penalised by governments whose policies failed to prevent a Russian invasion of Ukraine in the first place.

We have no idea what will happen in Ukraine and Russia in the rest of 2023, but we can be sure it will be uncertain territory for the two countries’ cement producers. Those with (former) assets in the Russian market will have to continue their delicate balancing act.

1. European Commission, 'Frequently Asked Questions,' 16 March 2022, https://trade.ec.europa.eu/doclib/docs/2022/march/tradoc_160079.pdf

2. KSE Institute, 'Stop Doing Business with Russia,' 15 March 2023, https://leave-russia.org/leaving-companies?flt%5B147%5D%5Beq%5D%5B%5D=9062

3. European Council, 'Infographic - Impact of sanctions on the Russian economy ,' 9 March 2023, https://www.consilium.europa.eu/en/infographics/impact-sanctions-russian-economy/

4. Soyuzcement, 'Cement Review,' December 2022, https://soyuzcem.ru/documents/%D0%A6%D0%B5%D0%BC%D0%B5%D0%BD%D1%82%D0%BD%D0%BE%D0%B5_%D0%BE%D0%B1%D0%BE%D0%B7%D1%80%D0%B5%D0%BD%D0%B8%D0%B5_%D0%B4%D0%B5%D0%BA%D0%B0%D0%B1%D1%80%D1%8C%202022.pdf

5. BusinessStat, 'In 2022, 60.7 million tons of cement were produced in Russia,' 21 February 2023, https://marketing.rbc.ru/articles/14025/

Mexico: The National Cement Chamber (CANACEM) has established a collaboration agreement with the State Congress of Jalisco. Under the agreement, the parties will collaborate towards the reduction of CO₂ emissions from the cement sector in the state. Local press has reported that the collaboration will include studies, projects, proposals and legal initiatives.

The state government said that the cement sector drives economic development and supports 20,000 jobs through its vital part in the construction industry.

Mexico: The government is expected to 'implement import facilities' to support the import of more cement into Mexico. Local press has reported that the measure is a response to local cement shortages in 'several regions,' above all in Southeast Mexico. The government also expects imports to lower domestic cement prices.

Mexico has a domestic cement production capacity of 42Mt/yr. This fell short of national consumption in 2022.

Uzbekistan: The government has ordered a partial transition of industries, including cement, to coal fuel from natural gas. The Turan Information Agency has reported that the ordinance, entitled Accelerating the Introduction of Renewable Energy Sources and Energy-Saving Technologies, will create an additional coal demand of 1.63Mt/yr and reduce national gas consumption by 926Mm²/yr. From 1 April 2023, the government will halve tariffs on coal imports, while the construction of new gas pipes to industrial facilities will be banned from 1 May 2023.

Taiwan: The Taiwanese Fair Trade Commission (FTC) has fined 18 companies a total of US$7m for participation in a ready-mix concrete price-fixing cartel. The companies, including Taiwan Cement, all participate in the ready-mix concrete industry in Taoyuan Special Municipality. The FTC said that the companies have colluded both in person and via messaging apps in order to raise the price of concrete in Taoyuan, since 'as early as November 2018.' Other recipients of fines include Goldsun Building Materials, Ya Tung Ready Mixed Concrete and 15 companies based in Taoyuan. Fines range from US$16.5m up to US$329m for larger participants.

CNA News has reported that Taiwan Cement denies involvement in any cartel.

Bangladesh: The European Union (EU) and Spanish ambassadors and Swiss chargé d'affaires to Bangladesh have formally requested that Bangladeshi authorities lift all restrictions on LafargeHolcim Bangladesh's sale of crushed limestone in the country. The Financial Express newspaper has reported that Bangladeshi court previously ruled in favour of LafargeHolcim Bangladesh's right to sell its crushed limestone 'on the open market' on 5 January 2022. Limestone Importers and Suppliers Group had challenged the legal status of such sales, given that the raw limestone used in LafargeHolcim Bangladesh's produces its crushed limestone production is imported from India.

The Bangladesh government granted LafargeHolcim Bangladesh, a subsidiary of Switzerland-based Holcim, a temporary licence to resume its crushed limestone operations on 27 March 2022. This resulted in protests by local limestone producers.

Pakistan: A court has ordered a report by the Environmental Protection Agency (EPA) into alleged breaches of emissions rules at Kohat Cement's Kohat Cement plant in Babri Banda, Khyber Pakhtunkhwa. The Dawn newspaper has reported that alleged dust and chemical emissions from the plant have contributed to a local rise in cases of cancer, asthma and lung diseases, according to complainants.

Residents have filed a petition for contempt proceedings against the EPA and Kohat Cement, as well as local and provincial government authorities. The court previously ordered the EPA to monitor Kohat Cement's emissions in 2018. At that time, it also instructed Kohat Cement to operate its electrostatic precipitators system at all times that cement is being produced. Local residents claim that the plant has continually failed to operate the system.

India: Adani Group has issued a rebuttal against a recent report by Hindenburg Research accusing it of accounting fraud and stock manipulation. In the 413-page rebuttal, the group identifies the report as a 'calculated attack on India.' Adani Group clarified that that its operations complied with 'all local laws' and that it had made necessary regulatory disclosures, according to the group.

BBC News has reported that Hindenburg Research denied the accusation of anti-Indian sentiment, calling the country an 'emerging superpower with an exciting future.' Hindenburg Research said "India's future is being held back by the Adani Group, which has draped itself in the Indian flag while systematically looting the nation."

Hindenburg Research accused Adani Group in late January 2023 of conducting a 'stock manipulation and accounting fraud scheme' over a period of ‘decades.’ It published its allegations in a report on its website. The investment research firm also disclosed that it had taken a short position on Adani Group, meaning that it might make money should the price of shares in Adani Group drop.

The full rebutal by Adani Group can be read online here

India: Investment research firm Hindenburg Research has accused Adani Group of conducting a 'stock manipulation and accounting fraud scheme' over a period of ‘decades.’ The US-based firm alleged that listed companies belonging to Adani Group are indirectly part-owned by shell entities and funds connected to the Adani family’s private offshore trusts and companies. The listed companies have purportedly paid money into the offshore trusts and companies, which in turn funded the shell entities and funds investing and trading in Adani Group stocks. Hindenburg Research said that four Adani Group listed companies are ‘near the delisting threshold’ under Indian law requiring a minimum 25% non-promoter holding in listed companies.

Bloomberg has reported that Hindenburg Research said that its two-year investigation into Adani Group uncovered a ‘vast labyrinth of offshore shells’ managed by Adani Group chair Gautam Adani’s brother Vinod Adani. It identified 38 such shell entities based in Mauritius, and other entities based in Cyprus, Singapore, the UAE and the Caribbean. It reported that ‘many’ Vinod Adani-controlled entities show ‘no obvious signs of operations.’ Nonetheless, they have collectively ‘moved billions of dollars.’ Hindenburg Research has uncovered evidence of what it called ‘efforts that seem designed to mask the shell entities, including recurrent listings of ‘nonsensical services’ on their websites. Many of these allegedly have no named employees, and were formed on the same days as others. The Securities and Exchange Board of India (SEBI) confirmed that the offshore funds in question are subject to an on-going investigation.

In a statement, Adani Group’s chief financial officer (CFO) Jugeshinder Singh said that Hindenburg Research had not made “any attempt to contact us or verify the factual matrix.” Singh described the allegations “stale, baseless and discredited.”

Hindenburg Research has taken a short position on Adani Group, meaning that it may make money should the price of shares in Adani Group drop.

Separately, Adani Group acquired a 63% stake in Ambuja Cements and a 57% stake in ACC from Switzerland-based Holcim through an offshore special purpose vehicle (SPV) in September 2022.

Hindenburg Research's report on Adani Group, entitled ‘Adani Group: How The World’s 3rd Richest Man Is Pulling The Largest Con In Corporate History’ can be found here.

Australia: The government plans to reform its CO₂ emissions Safeguard Mechanism in line with its stated goal of net zero CO₂ emissions by 2050. Under the latest proposals, 215 industrial plants, including Australia's cement plants, will have to reduce their CO₂ emissions by 4.9% year-on-year every year until 2030. The Australian newspaper has reported that the government is currently receiving submissions on the proposed reform as part of its consultation process, which will end on 24 February 2023.

The Business Council of Australia and the Australian Industry Group have encouraged the government to introduce an adjustment mechanism for imports, based on the EU's Carbon Border Adjustment Mechanism (CBAM), in conjunction with any tightening of the Safeguard Mechanism.