During the energy crisis, civil servants were preparing all kinds of measures in their offices. German civil servants seem to have been particularly eager.
Preparations for a possible nationalization of the former subsidiary of Russian state-owned Gazprom are further advanced in the “big canton in the north” than was previously known. The German government has even secretly set up a holding company in order to be able to carry out the nationalization at short notice.
This was discovered by the German newspaper Welt am Sonntag.
Cover name created
On June 3, a shelf company of the state named “VERONIKA Zweiunddreissigste Vermögensverwaltungsgesellschaft” was renamed Securing Energy for Europe Holding GmbH (SEEHG). The company still exists, it said.
Until now, the former Gazprom Germania, which has since been renamed Securing Energy for Europe (SEFE), has been under trusteeship of the German Federal Network Agency. The holding company thus bears almost the same name.
Pretext security of supply
The shareholders’ agreement, which is available to the newspaper, states: “The purpose of the company is to ensure security of supply in the energy sector.” It also mentions, “The object of the company is to acquire, hold and manage investments in companies.”
Two lawyers from the law firm CMS Hasche Sigle are registered as managing directors of the company.
Only a shell
The German Ministry of Economics (BMWK) confirmed to the paper that it was aware of the company’s formation. “The BMWK is aware of the existence of such a company,” a spokeswoman said succinctly. This company was prepared in May 2022 purely as a precautionary measure for any restructuring measures, she added.
This is “not unusual in cases of corporate restructuring,” the spokeswoman stressed – in an attempt to downplay the significance of the matter. At present, however, there were no relations under company law. “It is a purely precautionary institution that currently exists only as a shell, under company law.”
Time advantage the goal
Ministry sources say that the law firm is acting on behalf of the German government. When asked, CMS Hasche Sigle referred to confidentiality obligations on the one hand, and to the BMWK on the other.
Since company formations usually take some time, corporations usually have some so-called shelf companies with fantasy names up their sleeve. This allows companies – for example shortly before deadlines such as the end of the fiscal year – to quickly complete purchases, sales or transfers in a legally-compliant manner.
Left and right pocket
One application is the leveraging of so-called hidden reserves, because companies act simultaneously as buyers and sellers and can also set the transfer price in the incorporated company.
The fact that Germany uses such constructs for nationalization in order to act in conformity with the law as a democracy was previously unknown. Apparently, assets of Gazprom in Germany were to be transferred to this limited-liability company, over which the German state has full access.
For Switzerland, it was not possible to find out at short notice whether such possibilities might exist under emergency law. Switzerland normally does not know expropriations, but may only block assets.