INSIDERS, GODFATHERLY TIES, OFFSHORE NETWORK, PERSONAL GAIN How Dragan Šolak concluded multimillion deals behind the backs of the majority owners of UG
The business network of United Group founder Dragan Šolak is interwoven with non-transparent, suspicious, and in many respects problematic mutual relationships, which Šolak deliberately installed so as to earn more for himself under the cover of his company. One of the people around whom this network was spun is Vladislav Ratajac, who until recently was the key manager for mergers and acquisitions in United Group. According to Kurir’s findings, Šolak concluded every major deal with him, and their closeness is best illustrated by photographs taken just a few days ago, showing them together on Šolak’s yacht in Pula.
But let us start from the beginning... The power and ability of Ratajac to satisfy Šolak’s appetites lie, according to the information we have obtained, in his close relationship with Slaven Moravčević, managing partner of the Serbian branch of Schoenherr, a law firm which, as United Group’s long-term partner and chief legal adviser, generated lucrative revenues in billion-euro transactions. For example, under Moravčević’s leadership, Schoenherr advised United Group in 2018 on the sale of KKR’s majority stake, which BC Partners bought for €1.1 billion, while Ratajac was most likely the key decision-maker in hiring the external adviser.
According to Kurir’s information, Ratajac and Moravčević are in very close friendly relations, and, according to unconfirmed information, also bound by a godfatherly tie. This unreported relationship between the two clouds the relations between United Group and the Serbian branch of Schoenherr, burdening them with serious breaches of governance rules and conflict of interest.
Breach of duty towards shareholders
In the context of Schoenherr’s omnipresent role in United Group’s transactions, it can certainly be argued that the personal tie between Ratajac and Moravčević created a hidden web of influence and undermined the standards of business loyalty.
“Ratajac could have directed business to his close friend, while Moravčević’s firm had a personal interest in pleasing a client managed by Moravčević’s godfather. The leaked ‘Pandora Papers’ show that Ratajac and Šolak’s wife were co-owners of the offshore entity Cable Management Company Ltd. That BVI company, established in 2006, listed as ultimate owners Šolak’s wife, Vladislav Ratajac, Viktoriya Boklag (the company’s CEO who was dismissed along with Šolak), and other individuals connected with United Group. This effectively meant that a group of United Group executives and Dragan Šolak’s family were joint owners of an offshore holding. The concentration of ownership among management outside the official structure of the group could indicate a mechanism for concealed interests or profit sharing. None of this was evidently reported to United Group investors, which points to a pattern whereby personal ties and informal partnerships shaped the structure of United Group, hiding behind the façade of proper governance,” our well-informed source reveals.
Corporate rules overridden
Rules of corporate governance and legal ethics require transparency and loyalty. United Group is among the companies that pride themselves on their policy of avoiding conflicts of interest, which obliges the reporting of all personal ties between decision-makers and suppliers (vendors). Lawyers must avoid representing clients when personal interests may conflict, and bar association rules generally prohibit assuming unauthorised fiduciary roles (roles of trust) that compromise their independence or loyalty to the client. All executives owe a duty of care and loyalty to shareholders – they must not secretly divert company opportunities or enable unreported deals for personal gain. Anti-corruption and sanctions laws additionally prohibit cooperation with sanctioned or high-risk persons. In short, the basic rule is that personal ties and intermediary transactions must not influence corporate decisions, and where they exist, they must be disclosed.
Failure to do so, as in the case of Ratajac and Moravčević, constitutes a breach of duty towards shareholders, such as KKR and BC Partners, and may annul transactions tainted by undisclosed conflicts of interest.
For, our information indicates that Ratajac, as United Group’s key mergers and acquisitions manager, directed major business to Moravčević’s law firm without reporting their godfatherly tie, which is a textbook case of conflict of interest.
“This secret tie meant that United Group’s supposedly independent legal adviser was personally connected with its business negotiator. That is a breach of transparency rules. Moreover, Schoenherr partner Andrea Radonjanin went beyond the role of legal adviser, as she managed offshore entities for Šolak’s benefit, and in 2016 organised the sale of a dubious BVI shell (Mojoman Properties) which indirectly held Direct Media. The inclusion of Ratajac in those emails, even though he had no official role in that BVI company, shows that Šolak’s insiders secretly controlled transfers of ownership of Direct Media long before United Group officially took over the company. Such conduct indicates an inappropriate representative role: the lawyer formally represented the ‘client’ in the sale of the company, while in reality United Group’s executive director Ratajac secretly oversaw the process. This suggests retroactive approvals – the formal paperwork was aligned only after the insiders had already carried out the changes behind closed doors,” our well-informed source explains.
The scheme exposed
He notes that these manoeuvres of Šolak served to prevent United Group’s shareholders (KKR, BC Partners) from being informed that management had previously organised the purchase of Direct Media through intermediaries, at an inflated price, effectively paying Dragan Đilas (the seller) far above market value for Šolak’s personal gain.
“Šolak’s business scheme has been exposed. In this case too, it is clear that Moravčević and his partners were not acting merely as United Group’s lawyers. They became integrated operators in Šolak’s offshore network, while United Group’s key insiders, such as Ratajac and Bojana Mijailović, formed a tight personal network of loyalty to Šolak. In light of United Group’s ongoing management crisis, all this has obviously led to conflicts, dubious authorisations, and hidden deals that violate the foundations of corporate governance and legal ethics. Godfatherly, friendly, spousal, and family relations created ‘blind spots’ in oversight, while offshore structures enabled asset transfers and potential tax avoidance,” our interlocutor says.
He even employed his sister
In Ratajac’s case, the problems with personal and other unacceptable relations do not end with his godfatherly tie to Moravčević. According to unconfirmed information, Ratajac’s sister Olivera Lepojević, née Ratajac, has for years been employed within United Group’s structure, which would be yet another in a series of nepotism cases inside Šolak’s company network. According to available data, Olivera works at United Media Production d.o.o. Belgrade. According to our findings, his wife is Ognjena Ratajac, a fashion entrepreneur behind the clothing brand Yugochic. Since 2022 she has been the founder and owner of the company Jadrochic d.o.o.
