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development rejderstva: the basic tendencies and stages

Results of the analysis empirical ìàòåðèàëà4, allow to allocate in development Russian rejderstva some time intervals, base characteristics differing by a set rejderstva. But before

t

To pass to a periodization rejderstva we will consider in detail results of the analysis of 125 transaction.

Considering, that in all 125 cases as the basic or additional element of strategy rejderskaja the share assumed
Attempt of hostile absorption, we have considered necessary to study structure of the share capital of the companies attacked rejderami.

In the majority of the works devoted to the analysis of distribution of the property of the enterprises, researchers lean against the threshold significances which have developed in the corporate right in 25 %, 50 %, and 75 % from an authorised capital (see for example [Dolgopjatova, 2007, with. 87]). We have departed from splitting traditional for previous works, having defined threshold significances at level of 22,5 %, 45,0 % and 67,5 %.

Necessity of decrease in threshold significances is caused by several circumstances. First, that; that in domestic practice at the stage of project realisation the high level of concentration of the share capital takes place more, than can be established by results of studying of the corporate reporting. The matter is that it is frequent for the purpose of decrease in business risks the persons supervising the enterprise, transmit a part of shares/shares belonging to them to near relations and-or other authorised representatives [41]. Cases when with the beginning rejderskoj attacks dominating holders the v-current of several days is literally are Besides, known increased controllable packages at the expense of buying up of voices minoritarnyh proprietors (as a rule, workers of the enterprise).

Secondly, for the joint-stock companies formed during reorganisation of government facilities, the partial appearance on general meetings of shareholders [42] is characteristic. At an appearance, for example, at level of 90 % of voices possibility to block the decision for which it is required three quarters
Voices, it is reached under condition of possession by a vote on 22,5 %, instead of on 25 % as at a complete appearance.

So, owing to such corporate features of the enterprises of investigated set as a partial appearance on shareholder meetings and availability at dominating holders of possibilities of fast escalating of the control 10 % decrease in threshold significances concerning traditional parametres have been carried out.

Leaning against threshold significances in 22,5 %, 45 % and 67,5 % 6 degrees of consolidation of the share capital with division into two conditional groups have been defined: with high and low levels of concentration of the property (tab. 6).

' Table 6

Degrees of concentration of the share capital

Consolidation degree The characteristic of distribution of the share capital
1. Three degrees of a high level of concentration of the share capital
6th; the ultrahigh 6 Under the control of one person are more than 67,5 % of an authorised capital;
5th; the high

Under the control of one person are more than 45 % of an authorised capital;

Under the control of two independent persons are more than 67,5 % of an authorised capital;

4th; the low

Under the control of two independent persons are more than 45 % of an authorised capital;

Under the control of five independent persons are more than 67,5 % of an authorised capital;

II.

Three degrees of low level of concentration of the share capital
3rd; average FOR Under the control of one person are more than 22,5 % of an authorised capital,
ZB Under the control of five independent persons are more than 45 % of an authorised capital
2nd; the low 2 Under the control of five independent persons are more than 22,5 % of an authorised capital
1st; the ultralow 1 Under the control of five independent persons are less than 22,5 % of an authorised capital

The following was main principles which we were guided by at definition of degree of concentration of the share capital of the enterprises:

90

- Blocks of shares of the physical persons consisting in related communications, were summarised and considered as the block of shares of the person holding in company higher post; in the absence of the information on sharing of relatives of dominating shareholders in an authorised capital the assumption was done, that relatives do not possess shares;

- Two physical persons were considered in quality not dependent from each other in the absence of the bases to assume availability between them related communication;

- The block of shares which proprietor was the legal body,

2000 2001 2002 2003 2004 2005 2006

Fig. 13. Distribution of 125 enterprises for degree of concentration of the share capital before rejderskoj attack

The results received during research indicate that in 2000-2001, the enterprises with low degrees of concentration of the share capital (fig. 13 became objects of hostile absorption from the party rejderov; fig. 14). And since 2002 among the companies attacked by aggressors stable growth of a share of the enterprises with high degrees of concentration of the property is observed.

— Low level of concentration »1 high level of concentration

Fig. 14. Distribution of the enterprises for levels of concentration joint-stock, the capital before rejderskoj attack

The additional analysis direct or êîñâåííîãî57 sharing of the state in the share capital of the enterprises attacked rejderami, has shown essential growth of a share of the companies of the mixed pattern of ownership during the investigated period (fig. 15).

? 45 %

Fig. 15. Distribution of the enterprises ^ dependences on degree of sharing of the state and municipal unions in a company authorised capital

57 Under indirect sharing of the state in the share capital of the company we assume possession through the various companies, more than 50 which % belong to the Russian Federation, subjects of the Russian Federation and-or municipal unions.

Thus; to us; it was not possible to receive the unequivocal answer the question is nude, whether is in; present time sharing of the state in an authorised capital of the company the factor raising or opposite lowering probability successful rejderskoj the shares. The matter is that, on the one hand, state sharing, essentially complicates a conclusion of assets about the enterprises and their legal fastening; for rejderom; on the other hand, in the presence of communications in corresponding state structures rejder without acquisition of blocks of shares »has an opportunity to supply"correct"voting on shareholder meetings and meetings of board of directors;

Results of the empirical? The analysis; allow to schedule, possible, the approach to a periodization Russian rejderstva; In; a basis of allocation of the periods offered by us following criteria are put:

- The dominating; formy.rejderskih shares;

- Dominating methods, rendering vozdejstvijana opponents.

Being based on the available; a material, we consider admissible

Allocation in history Russian rejderstva three basic stages:

- Origin stage (1999-2001);

- "Blossoming" stage (2002-2004);

- Stage of search of new directions and forms (since 2005)

Origin stage rejderstva (1999-2001) Features of an environment have caused, specificity rejderstva on ñòàäèè* origin. Entered; in force in 1998 FZ «About an inconsistency (bankruptcy)», and also hardly sprayed structure, properties of the Russian companies have supplied prompt distribution rejderstva in the form of hostile absorption and by business initiation about bankruptcy:

The law on an inconsistency has granted the wide; possibilities for l of fast reception under the control of assets of other subjects of economic activities without large financial investments. On the country

To be formed there were promptly informal unions of arbitration managing directors and the persons interested in cheap oteme of assets of the companies.

Hostile absorption became an alternative variant of reception of the control over assets of other subjects of economy. Rejderov the companies with low concentration of the share capital interested. Weak items of top management of the companies-targets in conditions of hardly sprayed structure of the property did not allow administration, enterprises to show to aggressors serious resistance.

At the stage of origin rejderstva the enterprises with a state participation and high concentration of the share capital seldom enough involved the aggressors specialising on hostile absorption.

Other forms rejderskih shares (swindle, compulsion to the bargain, the introduction into arrangement to officials of the company-target) have not received a wide circulation at an initial stage owing to that rejder preferred to go on a way of the greatest yield and the least risk. Admissible from the point of view of the legislation bankruptcy and unfriendly absorption have overshadowed all alternative forms rejderskih projects.

The "blossoming" stage rejderstva (2002-2004) In the end of 2002 has come into force new edition FZ. «About an inconsistency (bankruptcy)». Essential changes of the legislative norms regulating features of process of a recognition of the debtor by the bankrupt, have caused significant decrease in quantity rejderskih the shares assuming èíèöèàöèþ1 productions on business about an inconsistency. However obshcheekonomichesky growth and relative political stability have essentially raised liquidity of corporate assets and instead of the termination of the activity rejdery began to search for alternative methods of realisation of projects. Still low degree
Concentration of the share capital of the companies, became a promotion principal cause on the foreground of hostile absorption.

In most cases attempts of unfriendly absorption were accompanied, confrontation with the former proprietors. For rendering of effect on opponents rejdery even more often involved foreign persons: the former partners or shareholders of the company-target, creditors, representatives of the state regulating bodies and other participants. rejdery began to take of an item of external players-co-ordinators, operating projects; by a direction of necessary instructions to the persons acting in their interests. Significant expansion of number of participants rejderskih àêöèé1 has occurred also owing to • attempts attack smoj the parties to be protected from grab; and attraction for this öåëè1 state employees, representatives of mass media and other persons.

Increase of concentration of the share capital which indicate the carried out researches [Dolgopjatova, 2007], began to result, to decrease in number of the companies attractive from the point of view - possibilities of fast hostile absorption; the Competitiveness - among rejderskih groups began to increase, technologies of struggle for assets became more aggressive and energetic. But essential strengthening of items rejderov owing to accumulation of experience, significant financial assets and communications; in state and commercial ñòðóêòóðàõ1 have allowed to pass to more; to difficult schemes of reception; the control over assets. Were became frequent rejderskie shares in the combined forms: attempt of hostile absorption plus swindle; attempt of hostile absorption plus compulsion to the bargain;, etc. Occurrence of the combined forms rejderskih shares has made possible reception under the control, assets of the companies with high concentration of the share capital and with a state participation: Results of the analysis 125 rejderskih shares in the form of hostile absorption; indicate that by 2004 already about half rejderskih shares
Have been directed concerning the companies with a high level of concentration of the share capital (fig. 15).

In "blossoming" rejderstva essential changes were undergone also by branch structure of the attacked companies. Coming into force of the federal law «About a turn-over of the earths of an agricultural purpose [43]», allowed free sale selzozzemel, has drawn attention rejderov to the enterprises of agrarian sector having the rights to the ground areas.

Thus, by the end of the period of "blossoming"-in Russian rejderstve two contradictory tendencies were scheduled. G one party, the easy projects supplying high yield within a comprehensible risk level, for - aggressors does not remain. On the other hand, by this time rejdery have considerably strengthened the items in economy, having increased the well-being and becoming participants-corruption of networks.

The stage of search of new directions and forms (since 2005) in 2005 the majority rejderskih the companies have asked a question what to do further and what »business to conduct. Rejdersky projects in the form of hostile absorption became less profitable and are more risky owing to growth of concentration of the joint-stock property. Increase of degree of concentration of the share capital has occurred, on the one hand, owing to integration processes in economy and activity rejderov; with other - as a result of comprehension by dominating shareholders of necessity of consolidation of shares under the control. In such conditions yield and probability of success - for the projects assuming reception of assets through absorption, have decreased. The period of search of new directions and investment forms has begun.

Some companies have terminated to realise rejderskie shares, having considered for themselves unacceptable decrease in yield and increase of risks. One companies of the given group have concentrated on management and development before the acquired assets. Other steels to develop partner relations with business therefore there were new forms of interaction of the companies and rejderov. Partner relations between business and rejderami, as a rule, began to develop within the limits of protection of the enterprises against external aggressors. So in the end of 2005 attack rejderov has undergone to Open Society "Öåíòðîäîðñòðîé". The Agency of anti-recessionary technologies and investments », known to market participants as the company-rejdera [44] has attended to protection of the enterprise against unfriendly absorption«. Among were rejderskih structures which have replaced specialisation with protection, it is possible to name also Group "Ðîñðàçâèòèå" [45].

Businessmen began to involve rejderov as advisers at the conclusion of bargains, in need of resolution of conflicts with the state bodies and business partners. Experience rejderov has found application in competition and at the permission of corporate disputes.

In 2005 company "Ðîñáèëäèíã" has represented itself as the intermediary in the bargain on acquisition by "Gazprom" of shares of Open Society «Neva factory» - the manufacturer of gas and steam turbines. Under the arrangement with "Rosbildingom" in May, 2005 the majority shareholder of "the Neva factory» company General Aviation has transferred to its in control the block of shares [46].

However not all aggressors of the market of the corporate control manage to leave business, having concentrated on alternative kinds of activity. Already having finished active struggle in the market of the corporate control,

Some companies (for example; your financial trustee and Department) have faced threat of loss of under control assets, and concerning their chiefs criminal cases have been excited.

A number of the companies was continued by aggressive projects in the combined forms, trying to act within the limits of the law or so that protivopravnost actions it was not demonstrable. On the foreground the projects assuming rendering of essential legal or not legal pressure ' on opponents began to leave. Victims of aggressors the companies with the concentrated share capital even more often began to become. Results of research ^ 125 rejderskih attacks testify that in 2005 quantity of the seized companies with a high level of concentration of the share capital essentially prevysilo'kolichestvo'kompany with low level of concentration of the property (fig. 15).

In mass media more often steels to appear data, on participation rejderov to grabs of the enterprises mixed, patterns of ownership and State Unitary Enterprise. So throughout several years the conflict round State Unitary Enterprise "Experimental factory of drinks in Hamovnikah" the All-Russia scientific research institute brewing, nonalcoholic and vinodelcheskoj the industries of the Russian Academy selskohozjajstvennyhnauk proceeded. Under periodicals, the combined form rejderskoj the shares, combining initsiatsiju affairs about bankruptcy with the introduction into arrangement to officials of the company-target in this case took place. Rejderam - ' it was possible to agree with the works director about a conclusion of assets of the enterprise in a course áàíêðîòñòâà62.

rejderstva it is necessary to recognise as the important feature of a current stage of development much increased role of the state also. If in formation and "blossoming" rejderstva the state remains away from

62 Suhachev, M.Hamovnichesky beer factory still the was boiled Also by the Russian courier. - 2005. - 25 fev. - with. 9.

1 corporate fights, now the state on behalf of the separate

Political groups became hardly probable not the major participant rejderskih projects. Active actions of the state became the curling reason

' rejderskoj activity by a number of the companies.

> 1

Changes in the market of the corporate control lead to stable decrease in yield rejderskih shares against increasing risks.

Thus, since the origin moment, rejderstvo stays in continuous development. Rejdery are in constant search of the new

> The projects characterised by high yield. Necessity to remain within admissible risk compels them to be arranged under new social and economic, legal and political conditions. Thus frequently rejder cannot refuse the business. The termination

J aggressive activity means loss of partners and patrons,

Weakening of positions in the market of the corporate control. It is inevitable

J

* Leads to that there are the new leaders, new stronger players who can already represent danger for most rejdera. It, in our opinion, forces rejdera not to leave business, and

t

‘ constantly to develop new technologies of attack, to search for new projects and

k to risk again and again as the stop can lead to loss of all

> The accumulated assets.

³

t Thus as the Russian economic history shows

³

* The last decade, there are management possibilities rejderstvom at the state level. The analysis of influence on practice rejderstva

\ Coming into force FZ «About bankruptcy (inconsistency)» in 1998 and FZ

' «About a turn-over of the earths of an agricultural purpose» in 2003

}

| Testifies to that the state is capable to affect on

t

: Yield and risks of certain types of projects, thereby doing them

³

Interesting for rejdera or, on the contrary, excepting them from a field

| Shares attractive to the aggressor. Now before rejderami

ch

4

Sharply there is a question on the further business dealing - in economy there are no alternative variants of highly remunerative investment at comprehensible risk. Danger of transition essentially increases in such conditions rejderstva on essentially new level: in the absence of alternatives more powerful rejderskie groups will start to attack less strong. It will lead even more; to sharp economic and social consequences., 1

So, the analysis allows to draw a conclusion that rejderstvo in the modern form will soon terminate the; existence; Probability of its disappearance? It is small - owing to hostile character of the Russian market, the corporate control; Without delay, it is necessary to expect continuation of transformation of the given practice. Vkakie forms or activity kinds òðàíñôîðìèðóåòñÿ* rejderstvo, depends on character; a state policy; Inactivity or the rash policy? The states will lead to a new wave of aggressive redistributions; from rather weak structures to stronger. ¦

3.4.

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A source: Kireev Alexey Jurevich. READY IN THE RUSSIAN ECONOMY: ESSENCE, TRENDS AND OPPORTUNITIES OF COUNTERACTION. Thesis for the degree of candidate of economic sciences. Moscow - 2008. 2008

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