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HOLDING AS the SPECIAL ORGANIZATIONAL FORM of ENTERPRISE ACTIVITY

In the conditions of development of market relations in economy of Russia occur basic changes in various forms of interaction (organizational, financial, legal) managing subjects. In many branches of economy there is a process of concentration of market participants through development of the integrated business groups, thanks to that for the companies there are actual questions of increase of efficiency and expansion of a line of business, an exit on the new markets.
Enterprise associations - one of the most appreciable lines modern mirozoj economy. Without formation and strengthening of such structures to domestic economy of nanosecond to overcome raw specialisation in a world division of labour, technological backlog from the leading industrial countries. As one of kinds similar nntegrnropapnyh business groups holding structures act.
To the exclusive policy and support of new economic structures
Despite rapid development of holdings in our country, the Russian legislation gives not enough attention to concepts "holding" and "holding company". In the civil code of the Russian Federation such institute is absent. For the first time the term "holding company" has appeared in the Law of RSFSR from July, 3rd, 1991 «About privatisation of the state and municipal enterprises in the Russian Federation». In item 4 of item 8 of the given law it was spoken: «On the basis of the enterprises entering into association (association, concern) or state bodies being in management and local a hell - \shchii, with the consent of the State committee of the Russian Federation
Holding companies. The creation of holding companies leading to monopolisation of production of those or other kinds of production (works), rendering of services »is not supposed. Thus holding company definitions it was not given.
Definition holding is possible for the company ours io Time position about the holding companies created at transformation of the state enterprises in joint-stock companies, confirmed by the Decree of the President of the Russian Federation from November, 16th 1992 t. N 1392 (further - Time position about holding companies). In the indicated Time position about holding companies following definition of a holding company (item 1.1) is made: «the Holding company the enterprise, irrespective of its organizational-legal form which structure of assets includes controlling interests of other enterprises» admits. On the basis of these working controls the holding company influences removal by these enterprises of the decisions.
It is necessary to notice, that Time position about holding companies interprets loosely concept "controlling interest" enough. Any form of sharing admits quality takomogo p the capital of the enterprise «, which supplies the unconditional right of acceptance or a deviation of certain decisions to general meeting of its participants (shareholders, shareholders) and in its controls». The decision on availability of a controlling interest starting antimonopoly bodies with allowance for concrete features of constituent documents and capital structure.
Definition of concept of holding also is offered the legislator in the rejected project of the Federal law «About holdings» (the project N99049555 - 2 in existing edition has been accepted by the State Duma of Federal Meeting of the Russian Federation the decree from June, 27th, 2001 № 1696 III GD.).
The given project contains following definition of concept of holding (item 2 item 1): «Holding - set of two and more legal bodies (participants of holding), connected among themselves relations (holding relations)
On management of one of participants (the head company) activity of other participants of holding on the basis of the right of the head company to define decisions made by them ».
The project of the Federal law «About holdings» «the head company» does not contain the term «holdinjuvaja the company», however употребляет* concept. The concept «the head company» in the project of the Federal law does not reveal, but from item 2 of item 2 of the project it is possible to draw a conclusion, that the head company considers economic company or economic association with prevailing sharing in the capital of other legal bodies (participants of holding), also being economic companies or hozjajstven th associations, i.e. possessing shares (shares) in the size allowing according to the legislation of the Russian Federation and the company charter to predetermine any decisions accepted by indicated economic companies (associations).
The bank holding in item 1 of the Federal law from June, 19th, 2001 N 82-FZ «About modification and additions in the Federal law« About banks and banking »in which it is spoken is similarly defined:« Bank holding admits pe association of legal bodies being the legal body including to the credit organisation (the credit organisations) in which the legal body which is not being - the credit organisation (directing agency of bank holding), has possibility expressly or by implication (through the third party) to make essential impact on the decisions accepted by controls of the credit organisation (credit the organisations) ».
In connection with uncertainty of the is standard-right certificates, in the literature various definitions of "holding" and "holding company" which, as a rule, characterise holding for legal purposes are resulted.
So, Valntov III.М. Considers a holding company as «special type of the financial company which forms for possession of the control
Blocks of shares of other companies for the purpose of the control and management telnostyo »[15, p. 5].
Milner B.Z. considers, that «the holding represents vladejushch> that controlling interests of other companies with whole stvlenija but to the relation to them of control and management functions» [67, p. 172].
Dannikov V.V. starts with holding definition as «system of legally independent firms and their branches participating in one or several joint biznesah, operated a holding company, including last in the capital of these firms» [24, sgr. 28].
The holding associates at Laptev V.V. «as set vzaimosvja-zannyh participants (managing subsktov). Carrying out joint activity» [46, p. 164 |. And Laptev V. P actually distinguishes concepts "holding" and "holding company" when says that «in holdish^h functions on acquisition of the rights and responsibilities on behalf of holding (participants of holding) are carried out by a holding company acting in interests of participants of holding on the basis of the agreement for creation of holding».
Shitkina P. S defines holdings or holding companies «as a version of the group of persons, based on relations of economic dependence and the control which participants, saving legal independence in the enterprise activity, are subject to one of participants of group, which owing to possession of controlling interests (shares of sharing in an authorised capital), the agreement or other circumstances defining impact on decision-making by other participants of group» [71, p. 106] makes.

According to Rahmana I.L. and Tsrsnteva A.R., holding one joint-stock company controlling interests of other companies represents «property system, in which at least. Such structure pnosti allows the company - to the consolidated holder a game -
Mine-sweeping blocks of shares to some extent to exercise administration of all this economic system »[142, p. 37].
Keller ' G wrote, that «it is necessary to understand the enterprise as holding or a holding company, which main sphere of activity is the individual share calculated for long term in one (or several) independent in relations of production other enterprises. If the invested capital volume allows (the monetary capital or securities), holding mozheg to execute along with administrative functions and financing functions (holding in a broad sense) also functions of management (management) by a parent company of concern and the dependent enterprises (holding in narrow sense)» [34, p. 17J.
From the point of view of Pappe J.S. «the holding is a set of the legal bodies, one of which possesses control (formally or actually) packages customs of the property on the others. The possessing person thus is called« as parent », and objects of possession -« affiliated structures »» [132. P. 89].
Developing the project of the modelling act «About holdings», Viislav JU and Germaiopja I suggest to start with understanding of holding as «the set of legal bodies consisting of basic and the affiliated companies conducting joint industrial, trading, financial both other commercial activity and connected among themselves by system of sharing (as property, so p non-property character), granting basic company the right to define the major administrative and economic questions of activity of affiliated companies» [98, p.
24 \¦
At studying of influence of corporate associations on transitive at Sharifs And. S uses following definition of holding - «joint-stock companies which put before itself the purpose by priobrste - tketov shares, as a rule, control, other companies and firms a wasp - gg in relation to them control, administrative, financially -
Credit, etc. functions, saving thus legal and operatively - tactical economic independence »[78, p. 32].
In the definitions considered above basically the legal component of a question is traced. Authors put before themselves a problem of a legal substantiation of concept of holding, definition from the point of view of the right of legal essence of occurrence of holding relations and identification of these structures as the subject civil pravootnosheny.
Understanding it is interconnected nost legal and economic-administrative relations, within the limits of the given dissertational research we consider also expedient consideration of a question of identification of holdings from the point of view of management.
We define holding as specific organizational - economic system, where one legally isolated person - a holding company (as the subject) - is capable to render administrative effect on others legally isolated persons (as objects). Corrective action - effect on object of the management, directed on achievement of the purpose of management.
Because as a subject of the given research process of preparation of the administrative information for decision-making in industrial holding definition acts focuses attention to abilities of one company to render corrective action of a pas other managing subject. Corrective action development consists of stages of the tax, processing, transfer of the necessary information and decision-making. The holding, in this case, is represented as set of information interrelations with straight lines and feedback. Therefore, in our opinion, the definition of holding resulted by us is constructive and suitable for use within the limits of research of the declared problem.
Possibility to have administrative effect at a holding company appears because it is with object of management in the holding relations allowing first to participate in the capital on -
slednego in any form, which supplies the unconditional right of acceptance or a deviation of certain decisions to general meeting of its participants (shareholders, shareholders) and in its controls. And, the holding company is an original nucleus of holding round which other participants (a Fig. 1) unite.
VV - external effect.
Fig. 1. Holding kompani; and affiliated companies In a case if the company has a branched out network of branches, it is necessary to pay special attention on creation of reliable system of the administrative control and management of affiliated firms. Slsdueg to remember, that they often have own interests and can work inefficiently. Therefore the holding organisation is accompanied by reliable communication adjustment between its participants. Communication should supply a stable communication of information with the purposes of maintenance of effective interaction.
Uniting, participants of holding pursue quite definite purposes - strengthening of items in the market and reception positive saving -
stvujushchej literatures have been revealed following primary goals which are decided in the course of creation of holdings:
1.minimizatsija negative effect of a competitiveness for participants of association in comparison with the isolated manufacturers who are not forming given ipynny, as participants of association, as pra-. Twisted, do not suppose a mutual competitiveness in the same market. This for-summer residence is decided at horizontal integration which means association of the enterprises of identical stages (so-called repartitions) productions or sbyga production;
2. Significant centralisation of the capital which depending on an economic conjuncture can move from one sphere of enterprise activity in дру1ую;
3. Creation of technologically interconnected industrial and marketing chains that supplies uninterrupted functioning of all enterprises included in this chain and smaller degree of their dependence on external suppliers. But to such principle there are vertically integrated companies. «Vertical integration takes place in only case when when иышестомiпая about holding ** the company of 100 % of production (raw materials) for processing delivers the subordinate company in the form of intrafirm deliveries. Or the subordinate company of holding making end production, purchases 100 % acting or higher division of raw materials. At a mouth, naturally missing part of raw materials can be purchased on a foreign market» [73, p. 23].
Motive of maintenance of safety (including economic — from the point of view of deliveries of raw materials and sale of finished goods and the prices for them) slu-zhit today the basic substantiation for vertical integration. To vertical intefakii basically resort, if under the threat there is a stability of business that is if the market is characterised by a small amount of buyers and sellers, high specificity of assets and vyso -
Which frequency of transaction. Sometimes vertical integration is used for strengthening of market items through a raising of source barriers.
It is necessary to notice, that starting with institutsionalnogo the approach, motives of vertical integration lay not in production sphere, and in sphere of imperfection of the market. When say, that the processing enterprise experiences difficulties with maintenance of the regular, guaranteed deliveries of raw materials for processing, do not assume, that these raw materials are absent in the nature, mean, that the costs connected with acquisition of raw materials are so high what more cheaply to make raw materials independently, than it to purchase. According to R.Kouzu [61], firm creation is profitable, when there are costs of use of the price mechanism. Vertical integration assumes replacement of the market with the firm creation, based on that. That is less expensive internalizirovat costs, than to use the market for transaction. There is no sense to create firm if, first, we can provide all future costs and if, secondly, there are no costs for the conclusion of contracts and management long-term negotiations.
Therefore high degree of imperfection of the market, high costs II risks of realisation of market transactions, high administrative barriers on a movement way produ ktsii on the market, absence of the state warranties, at last, absence of ethics of business, do the organisation of own production by less wasteful in comparison with operations in the free market;
y inte - in few -
4. Dnversifikatsija business when the holding includes the diverse enterprises making various kinds of production or services, often not connected by engineering procedure. In the course of the development of the company often do production of new products by a prerogative of affiliated firms. Purchase akshvov can be carried out as for the purpose of distribution of the risks connected with industrial activity, and with risks of realisation of market transaction. Possible losses from one kind of activity are compensated by the incomes received from other kind of activity. Decrease in risks amplifies, if grace components hardly differ, that is it is a question of investment the branches of business connected functionally. Gitman J1. J. Notices, that minimisation diversifitsiruemogo risk «... Demands, that they concerned a wide spectrum of branches of an economy. Well made investment portfolio necessarily contains the tools concerning, on smaller a Mercedes, to two independent spheres economic is active-sti. Check of this assertion is carried out through account of correlation of yield of branches of investment. It is expedient to invest in the branches having negatively correlated yield and poorly positively correlated »[17. P. 221J.
Developing new kinds of production and entering innovations in engineering procedures, the company subjects itself to certain risk as zeegda there is a probability of reception of negative result. The availability in a portfolio of the enterprise of the big number of brave projects leads to that investors consider such enterprise as vysokoris - kovos that leads to falling of a market price of shares. To lower risks, year realisation of innovative projects the acting company creates branches which bear limited liability within the property. Thus, stability of the head company is increased, and risks are transferred on branch;
5. Optimisation of structure of management in which process the management of the head company can concentrate on working out and the decision of the strategic problems supplying perspective development of all group of the companies [90. P. 23). Fulfilment of current routine operations is transferred on level of affiliated firms, but centralisation of variety of function and economy administrative for veils on the other hand is possible. As a rule, functional distribution of responsibilities between the core and affiliated obshchsst - pronehodit in such a manner that in sfsrs attention of a parent company jutsja such authorities, as planning, the organisation financial
The streams, centralised book keeping, legal maintenance, personnel selection, a supply with information, statistics, probably marketing and the sales organisation, and also creation of own service network, when separate services of the enterprises (repair, transport, building. Marketing etc.) will be reorganised to are registered as separate legal bodies who in the centralised order serve all enterprises entering into holding,
. Scale increase. In the conditions of strengthening of a global competitiveness the companies have new reasons for increase in the sizes of the enterprise. The hook, scale increase allows to strengthen financial positions. Associations are capable to increase investment appeal of the companies and to simplify access to the capital. The scale gives the chance to the companies to carry out larger projects. In the rigid competitive environment integration at the expense of merges and absorption supplies to the companies the best protection from unfriendly to absorption. Geography expansion allows to leave on new seller's markets when possibilities of the traditional market are in many respects reached;
7.0бсспсчсние effective pricing of production (services) of participants of the association promoting an optimum level of profitability of each of them and group in tselsm. Including by optimum tax planning, use in accounts in association of the "transfer" prices.
Thus, it is possible to assert, that advantages of holdings that 01Ш struggle with competitors the consolidation. Besides, other problems are actively decided also: creation of additional capacities as a result of amalgamation of business iod holding company aegis. Increase of efficiency of intermediary activity sales of separate kinds of the goods, process acceleration diversifikatsii and scientifically - technical development, centralisation of sharing in the capital of other companies.
The decision vysherassmotrennyh problems gives the chance to reach bases - non the purposes of formation of holding as uniform economic system — achievements sinergetncheskogo effect when the sum of the integrated companies led by a controlling company reaches big financially - economic indicators, than the sum of the equal separately acting companies. As an indicator sinergetncheskogo effect company cost [39, p. 124] can act. However such cnnepi etichesky the effect is possible only at defined in the image prostroennom interaction of the companies when the contribution of each is directed on achievement of a general purposes of holding.
Follows otmstit, first, what not each holding supplies at a time realisation of all erechislennyh advantages. Secondly, separate of the named advantages in creation of associations turn around for other subjects (the state, citizens, other businessmen, for example, counterparts under agreements) an underside and can be carried from the point of view of realisation of their interests to defects.
Positive sides of holdings are stipulated by dignities of the centralised financial and economic management of technologically connected enterprises, in that number with decrease in risks of investments and reciprocal deliveries, economy tranzaktsionnyh costs, growth of possibilities of shunting and acceleration of introduction of innovations, and taktke such macroeconomic effects, as increase in the sizes of production of new production, achievement of high efficiency in the international movement of the capital, levelling of negative effect of the state on the enterprises. Holding negative sides - aspiration to monopolism (oligopolpzmu) and to control strengthening over the enterprises, artificial maintenance of the unprofitable enterprises at the expense of profitable, impossibility of accurate tracing of redistribution of funds between the enterprises. Requirement in quantities competent managers.
Proceeding from the problems of integration set forth above, it is possible to formulate three basic motives creation of holdings which, in our opinion, completely define their stability and success in long-term prospect:
Association for the sake of razvshim basic business,
The speculative association which main objective is the subsequent favourable resale of the purchased enterprise;
Creation of holding for the sake of realisation of not involved potential of the enterprises and transfer deed of administrative know-how.
All three types of holdings exist both in Russia, and in the world. All of them have the equal rights of a pas existence and will develop further. We consider, that key difference of effective holding from the inefficient consists available a strategic plan and accurate understanding of the purposes of creation of holding at its founder, i.e. the major place takes process of statement of the purposes. If proprietors know the reasonable answer to a question, is for what purpose acquired akgnv the decision to be diversified, vertically be integrated or buy up the company for resale can to be economically justified. Lodge the purpose consists in chaotic buying up of assets holding creation can lead to nanosecond crash only again purchased companies, but also already present. And it is confirmed spetsnaznstami which assert, that practical experience proves emergency correct, from the point of view of economy and management, preparation of the project of creation of holding [155, sgr. 159 |.
; nost increases of economic efficiency of the companies for the account
Making нто1 to all aforesaid, it is possible to assert, that the holding is the specific organisation of business of group of the companies. Creation of holding structures does not guarantee automatic resolution of problems with activity of the enterprises, quality and flexibility corporate uirai - Holding model of management iredoetavljaeg only potential
olenija «locking effects» - defects of activity otdel
nyh the enterprises which can be eliminated at in common »! With» nirovannoj to work [26, p. 91].
As already it was marked earlier, to number of such defects otnos
Deficiency of circulating assets;
Weakness of coordination of actions at industrial cooperation;
Low economic activity owing to the hypertrophied
Complexities of lobbying of the interests in the state bodies;
Higher tranzaktsnonnye costs of market coordination in comparison with integration, etc.
Overcoming of "locking effect» also is that potential advantage, called to receive sinergetichesky effect through search of optimum decisions for achievement of the purposes delivered by shareholders.
With the purposes of the further analysis it is represented expedient short to characterise object of the given research - Open Society holding sagromash - holding ».
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A source: Galiev. Management of cars of holding: information. 2008

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