威廉·伯德尔有理由感到沾沾自喜。他的冬宫基金已经获得了228％的回报，使其成为1997年世界任何地方的任何类型的最佳基金。His Moscow-based firm, Hermitage Capital Management, had amassed $1 billion in assets from a standing start 20 months before. And Browder was now regularly rubbing shoulders with Russia's elite: the great and the good -- and the not-so-good.
Running money in Russia seemed both uncomplicated and awesomely profitable. But fate --苏巴- 俄罗斯小说的核心的不可构造的力量即将干预。兄弟们已经被邀请参加哥斯兰斯·苏斯·苏美州第一波士顿的前明星交易制造商的兄弟们庆祝俄罗斯新年的俄罗斯新年，俄罗斯首都投资银行文艺复兴的资本创始人。
Although no bon vivant, the workaholic Browder readily accepted because he was anxious to have a little chat with Boris Jordan. He had heard rumors that Renaissance was about to issue a convertible bond on behalf of oil company Sidanco, but only to management insiders, threatening serious dilution of minority shareholders' stake. Hermitage happened to own 2 percent of Sidanco, which was controlled by Vladimir Potanin, one of the Russian "oligarchs" who had acquired enormous economic and political power in the early 1990s.
作为白夹克的服务员Doled Sout Sout Caviar，Browder按下乔丹解释，但银行家们在俄罗斯的节日之际谈话时谈论业务。他告诉基金经理认为，下周，他的办公室有一个简单的误解，并在那里他会解释一切。
At the allotted time, Browder was shown to a Renaissance conference room, where he waited and waited. Jordan never showed up. Instead, after an hour had elapsed, Browder was greeted by the firm's head of investment banking, Leonid Rozhetskin, who favors the slicked-back hair, crisply tailored suits, brightly colored braces and aggressive attitude of a 1980s-style U.S. investment banker. Rozhetskin informed Browder that Sidanco was indeed planning a convertible bond. It would be priced at a 96 percent discount to the current share price and would increase Sidanco's share capital by 173.3 percent. And yes, minority shareholders would be excluded.
Aghast, Browder did a back-of-the-envelope calculation and concluded that, in effect, $65 million was about to be stolen from his fund because of the extreme dilution. He angrily told Rozhetskin that there was no way Renaissance and Sidanco could get away with such flagrant disregard for minority shareholders. In reply, recalls Browder, Rozhetskin calmly but firmly told the fund manager that the deal was going ahead anyway and that "a little guy like Bill Browder" couldn't stop it.
贝洛德在国外没有无辜。继斯坦福商学院和俄罗斯证券的专有交易员为萨洛蒙兄弟担任俄罗斯证券的专有交易员，参与了34岁的芝加哥本土参与了八年的投资八年。他已经完成了从波兰建立黄页目录的一切，以私有化Murmansk Trawler舰队。虽然Browder已经有很多暴露于俄罗斯的夏普商业实践，但他甚至被悉诺看起来很糟糕地吃惊。
因此，令人愉快的叫做他的首席金融支持者和圣徒·芬德拉，传奇的银行家到了1999年的富人。Safra的律师：“如果我们想对此进行战斗，我们会妥善做到这一点。我们去战争。”首先，令人振奋的保镖。接下来，他认识到他所知道的大家，他曾与文艺复兴时期或Sidanco一起杠杆，包括Safra的朋友，对冲基金经理George Soros，这是俄罗斯的重要投资者，BP的首席执行官John Browne爵士，拥有10％的Sidanco。
Days later Jordan was on the phone to Browder telling him that he wasn't "playing by the rules," according to the fund manager. Nevertheless, Browder persisted, instructing his lawyers to draft a complaint to Russia's Federal Commission for the Securities Market, which had to approve the convertible issue. On February 19, 1998, the commission annulled it. "It was a landmark," says Dmitry Vasiliev, then head of the commission and now of the Institute for Corporate Law and Governance in Russia. "It showed that minority shareholders had rights if they were prepared to stand up for them."
The Sidanco skirmish was to be the first of many such battles for Browder. In others he would go up against Russian powerhouses like Gazprom, Sberbank and Unified Energy Systems. He has become famous -- or notorious, depending on one's perspective -- as a scourge of the oligarchs, a crusader for corporate governance reform and, in the process, an important catalyst for economic reform in Russia.
“比尔已经把一束光照进the darkest corners of Russia, and in my view that has done great service to both investors and the country as a whole," says Dominic Gualtieri, head of equities at Alfa Bank, part of Russia's powerful oil, industry and financial services conglomerate, the Alfa Group. Adds emerging-markets doyen Mark Mobius of Franklin Templeton Investments, who sits on the board of two Russian companies: "I applaud anyone who is prepared to stand up and be activist."
啤酒厂太致死了“许多基金管理人员的胆怯和性质”。他说，“许多人更关心将他们的名字脱离论文或他们的投资银行集团将思考，而不是在其基金中占据投资者。”
但对他的众多敌人 - 而不是俄罗斯寡头的挑战中的敌人 - 兄弟们是一个狂热的宣传瘾君子，渴望获得信贷，以便他不配得到企业改革。“你不能敲这个家伙的记录，”一个伦敦基金经理说。“但他最近的一些抗议者确实会让我成为宣传特技。”
Ironically, Browder's highly visible activism has in some respects overshadowed his exemplary track record as a fund manager. For the five years ended December 2001, Hermitage Fund ranks as the world's best-performing emerging-markets fund, with an annualized return of 30.9 percent. This is in spite of -- there's that苏巴再次 - 1998年的峰值下降88％，俄罗斯违约了其国内债务。今年7月31日，基金上涨了25.5％，而CSFB俄罗斯普通股指数为7.2％，从1996年4月发射到今年上半年，冬宫已上涨465％，而指数的184％则为465％。
布劳德方法像侦探——投资n especially appropriate technique for Russia. He refuses to rely on published accounts or brokerage reports because other investors read them and he likes to have an information edge. Led by research chief Vadim Kleiner, Hermitage analysts interview company officials, suppliers and bankers. The resulting scraps of information are assembled into minutely researched analyses. Hermitage Capital, which currently manages $600 million in the Hermitage Fund and a further $200 million in separate accounts, typically has no more than a dozen, invariably low price-earnings investments.
BROWDER DIDN'T GO TO RUSSIA EXPECTING TObecome an agitator for good corporate governance. After graduating from business school in 1990, he was drawn to Eastern Europe by the fall of the Berlin Wall and by a curious family connection: His grandfather, Earl Browder, had been the leader of the U.S. Communist Party between 1932 and 1945 and had met his Russian wife while taking part in the fractious Communist International debates in Moscow in the 1920s. He died in 1974.
His son, Felix, Bill's father, became a mathematics professor at the University of Chicago. After graduate school, Bill worked briefly for the Boston Consulting Group, then for Robert Maxwell's Central and Eastern European Partnership before joining Salomon in 1994. There he once parlayed a $25 million investment in Russian privatization vouchers into $100 million in six months.
但他于1996年离开了冬宫 - 并且在不到五年的俄罗斯寡头政治的公共行中毫无孤立。
It was a turbulent time. Russia's default on its domestic debt in 1998 had created a climate of political and economic chaos that gave rise to a stunning display of outright corporate theft. The government had devalued the ruble, the stock market had crashed, and Russia had become a virtual pariah on international markets. The oligarchs saw that they had virtual carte blanche to do whatever they pleased.
“默认和贬值发送了来自欺骗的状态的消息，”Troika对话的首席战略家James Fenker说，莫斯科的经纪人，詹姆斯·芬克说。“该信息是由公司部门热情地抓住的。这是一个原始和粗鲁的时间 - 俄罗斯的公司治理Nadir。”
Browder, meanwhile, had a mess of his own to deal with. Hermitage was devastated by the crash of '98. Its funds under management plummeted during a ten-month free fall from $1.38 billion to $165 million. Of the 42 funds then investing in Russia that had managed more than $10 million, only ten survived. "The party was over," recalls Browder.
But he reasoned that Hermitage mostly owned companies that exported oil and were paid in dollars, while the bulk of their staff and capital expenditures were in devalued rubles, boosting their competitiveness. One catch: "I knew my investments were fundamentally sound, but I had to make sure they were not about to be stolen from me," says Browder.
他早些时候确定了俄罗斯最好的资产是大型控股公司，而不是他们所谓的“女儿”资产：部分拥有的，单独列出的子公司，通常比没有持有公司本身更广泛的交易。
Browder's emphasis on holding companies would pay off splendidly. Oligarchs like Mikhail Khodorkovsky, CEO of Yukos Oil, began a concerted campaign to gain full control of their company subsidiaries, with many riding roughshod over investors in these daughter assets. Today just 15 companies control more than 50 percent of Russian output.
"Avoiding getting ripped off was the key to making money," confides Browder. "The best investment policy was to try to align the fund's interests with the oligarchs'." The Hermitage Fund soared 196 percent in 1999 because of big gains on such holding companies as Lukoil and Yukos.
俄罗斯投资景观发生了明显，但不一定是冬宫的缺点。合并是令人讨厌的，野蛮和短暂的。大多数寡头都表现得很令人遗憾地向少数股东，通过这种不一定的股票，如果不一定是非法的Stratagems作为大规模股票稀释和隐含勒索的威胁，这是不道德的。
现在寡头的宣称他们经历了转换并成为良好的企业公民。“一旦你拥有51％的东西，你就像所有者一样开始表现，”文艺复兴资本首席执行官首席执行官Stephen Jennings说。“如果您可以长大贵公司的市场上限，窃取金钱和冒险冒险冒险的程度是什么？昨天的强盗间宝石不可避免地成为当今尊敬的商人。”
Browder's scrappiness also played its part in inducing the oligarchs to go straight. For instance, in October 2000 Browder launched his biggest corporate battle -- with Gazprom. Hermitage held a small stake but was wary of the oil and gas giant because of scuttlebutt that it was engaged in massive asset-stripping, with the enthusiastic participation of its chairman, former Russian prime minister Victor Chernomyrdin, and its CEO, Rem Vyakhirev.
On the other hand, this was Russia, and Gazprom was cheap. At the end of 2000 its market capitalization worked out to 5 cents per barrel of hydrocarbon reserves; by contrast, Exxon Mobil Corp.'s reserves had a stock market value of $13.68 per barrel.
令人讨厌的讨论他可以在Gazprom上提出合理的估值，只要他能够找到通过资产剥离的公司有效地偷来的公司。俄罗斯人的官僚机本能与他所需要的证据提供奖金。冬宫研究首席Kleiner发现了联邦证券委员会和其他机构的转移资产记录。在Gazprom的公司盗窃的图片很快出现了。到2000年10月，Kleiner能够报告，9.65％的瓦兹普尔资产被抢劫 - 相当于超过50亿美元的金额。
Gazprom had salted away assets and cash flows into companies run by executives' wives, sons, daughters, uncles and sometimes by the executives themselves. One company, Itera Group, has been a conspicuous beneficiary of Gazprom, rising to become the world's third-largest oil and gas company. In 1999 Gazprom sold Itera 32 percent of a joint venture company called Purgas for $1,200; the value of the stake has since been estimated at $566 million. Between 1996 and 2001 Gazprom incrementally signed over its gas distribution business in the Commonwealth of Independent States to Itera, forgoing an estimated $1 billion in annual profits. Itera has reincorporated in the Netherlands Antilles.
腐败，就像市场一样糟糕，随着市场的想象并不糟糕。冬宫在Gazprom占据了很大的职位。但筹码决定他不能让Kleiner的研究员模板在文件柜中。“我们发现的是如此令人震惊，”他说：“我们开始选择性地将其泄漏到新闻界。”
Browder's tactics attracted the attention of Alexander Dyke, a corporate governance specialist at the Harvard Business School. "It's his use of the media I find interesting," says Dyke. "It works in Russia, and what interests me is whether his approach could also work in the U.S. and other markets."
Browder's media campaign had an impact. In November 2000 he was able to arrange a meeting with Boris Fedorov, a former minister of Finance and part-owner of Russian brokerage United Financial Group, who served on Gazprom's board as a representative of minority shareholders. Together Fedorov and Browder rounded up the legally required 10 percent of shareholders to call for an audit of Gazprom's accounts.
在12月的董事会会议上，首席执行官Vyakhirev拒绝了审计审计。这令人愤怒的俄国经济规划部长德国GREF是聘请委员会成员之一，他们代表了政府利益，该委员会拥有该公司38％的公司。格雷夫告诉Vyakhirev，他别无选择，只能同意审计。首席执行官加入，但条件是董事会可以选择自己的审计员。它的选择：GazPROM现有的审计员，普华永道，这将有效审计自己。
But before PWC could report, Russia's president, Vladimir Putin, sacked Vyakhirev, starting a purge of Gazprom's old guard (Putin appointees now control the board).
普华永道于2001年6月介绍了其审计结果，总结说，伊拉特和乔兹普之间的关系没有任何东西。兄弟们将审计视为“虚假误导，”，今年4月16日，他在莫斯科起诉了普华永道。这件套装被抛弃了法庭，理由是，唯一的商业关系是在Gazprom和PWC之间。冬宫正在准备上诉。PricewaterhouseCoopers发言人Dave Nestor说：“Browder先生正在寻求宣传。对普华永道的诉讼没有诉讼。”
同时，恢复资产的过程已经开始，提高了劳动力的股价。2000年10月间，当冬宫购买其股权，今年7月底，控股率已返回168％。
即使没有Browder的媒体拦截，Gazprom也可能被迫改革;政府对保护公司的股份有兴趣。但观察者赞扬勃罗德和联邦罗机场促进改革。阿尔法银行的Gualtieri说：“启示录得如此糟糕，政府不得不采取行动。使用西方媒体是一个聪明的政治策略。”
然而，Fedorov和Browder掉了出来，当UFG随后支持延期股份问题时，似乎打算在俄罗斯主导零售银行Sberbank的内部人员受益，其中冬宫持有5％的股份。Fedorov现在表达了蔑视奖金。“他认为他是一个动手和摇摇者，”他说。“这是可悲的。他认为他在俄罗斯的单枪地改变了法律。政府中没有人听说过他。”这两者之间的紧张局势达到了今年6月的峰值，当时筹码兑碧可策委员会的少数股东座位上逃往少数民族股东席位。Fedorov容易赢得。
自莫斯科控制了Gazprom板，筹码检测到Fedorov的变化。“鲍里斯是一个政治家，”基金经理说。“他为以前的管理层争取少数民族股东的巨大斗争。我现在不感知同样的胃口。”
俄罗斯政府是股东越来越多的股东。他在Gazprom，Sberbank和垄断电力公用事业统一能源系统中拥有大的职位 - 在所有这些政府都是最大的股东。拥有此类公司的奖励可能是巨大的：例如，UE，仅为其账面价值的约10％。但政治风险令人生畏。
"If I had an infinite time horizon, UES would be a great buy," says Douglas Helfer, the London-based manager of F&C Management's Russian fund. "It needs to be restructured, but it's impossible to say whether that will be good for outside investors or bad."
Today the interests of the government and of minority shareholders at both Gazprom and UES coincide in the fundamental sense that Putin is eager to further economic growth, and the gas and electricity industries account for more than 10 percent of GDP. The government and minority shareholders together got rid of the board of Gazprom and began asset recovery; at UES they threw out a suspect restructuring plan.
莫斯科和少数sharehol的利益吗ders be aligned in the future? Gazprom and UES provide heat and light to almost every Russian home, school and hospital -- at massively subsidized prices. A gradual move to global rates -- as foreign investors would surely propose -- would cause massive social dislocation. In sum, arguing the rights and wrongs of energy pricing is more complex than just pointing out the excesses of the oligarchs.
兄弟可以看到更多要做的事情。“事情已经不错，”他说。“我们必须不断警惕。我略微关心俄罗斯突然在伦敦和纽约的基金经理雷达再次。轻松的钱过去导致了过去的问题。”随着啤酒厂的经历证明，在俄罗斯有幸的是，但没有简单的钱。