Courts and a regulator took control of Destek and PKP Cargo from boards

In Warsaw a restructuring court handed PKP Cargo's management to an administrator on 29 September, and in Istanbul the banking regulator gave the shareholder rights in Destek Yatırım Bankası to Türkiye's deposit insurer, the TMSF, on 30 September.

In the eight days from 29 September to 7 October, the power to run two listed companies in the Boards and Capital footprint passed from their boards to outsiders, by three different legal routes. The TMSF replaced the bank's board, and a criminal court then named the same fund trustee of the listed parent, Destek Finans Faktoring. The filings show how fast control moves and what is left to directors.

Warsaw: the administrator runs the business

On 29 September the District Court for the Capital City of Warsaw revoked PKP Cargo's permission to manage its business within the scope of ordinary management, under Article 288(3) of Poland's Restructuring Law, the company reported. The ruling was enforceable on the day it was issued. The administrator of the restructuring estate, Paweł Głodek, now runs the company, including its day-to-day business, acting in his own name on its behalf, and the management board no longer performs management activities, the report says.

Two days later the chief executive, Zbigniew Prus, and board members Michał Łotoszyński and Paweł Miłek resigned with effect from 1 October, citing the ruling. The supervisory board delegated one of its members, Monika Starecka, to perform the chief executive's duties from 2 October to 31 December, a second current report said.

Istanbul: from voting rights to a trustee

Destek's route ran through three authorities. On 30 September the Banking Regulation and Supervision Board took five decisions, quoted in Destek Finans Faktoring's filing that evening. The first relies on the fifth paragraph of Article 18 of the Banking Law, under which a qualifying shareholder who loses the qualities required of a bank's founders keeps only the right to dividends, while the other shareholder rights are exercised by the TMSF on the regulator's notice. The TMSF took those rights over Destek Finans Faktoring's 99.99 per cent stake in the bank. Under the factoring law, the regulator also ordered Destek Holding to sell its 73.81 per cent of Destek Finans Faktoring within six months to buyers meeting the law's conditions, with the TMSF voting the shares in the meantime.

The decisions also covered Hedef Yatırım Bankası, Tera Yatırım Bankası and Tera Finans Faktoring, Bloomberg HT reported. They came two weeks after the Capital Markets Board closed to trading on the TEFAS fund platform all funds founded by seven portfolio managers, among them Tera Portföy and Hedef Portföy, according to its bulletin of 17 September.

On 1 October the TMSF's board removed the bank's chair, directors and general manager and appointed replacements, one of whom also acts as general manager, the listed parent disclosed. On 7 October the Istanbul 3rd Criminal Judgeship of Peace named the TMSF trustee of Destek Finans Faktoring itself, and the fund appointed a new board and general manager, the company said. On 13 October it replaced the general manager again, a further filing shows. The filings do not state the legal basis of the trustee order. Article 133 of Türkiye's Code of Criminal Procedure lets a judge appoint a trustee to run a company during an investigation where there is strong suspicion that an offence is being committed through its business, and requires the order to say whether the trustee approves the board's decisions or takes over its powers outright.

What is left to directors and minority holders

The two cases differ in what survives. At PKP Cargo the corporate organs remain in place: the supervisory board still appoints and delegates, and the management board exists but cannot manage. The administrator and the arrangement with creditors, not the board, now set the company's course. At Destek the shareholders' power to choose the board passed to a state body first, and the court order then put the same body in charge of the listed company; its board was reconstituted twice in two weeks.

For minority holders of Destek Finans Faktoring, the regulator's order turns a change of control into a deadline: the controlling stake must be sold within six months of 30 September, and until then the votes that elect the board belong to the TMSF. For PKP Cargo the next date in the filings is 31 December, when Starecka's delegation ends. In both companies the people now running the business answer to an authority outside the boardroom.