The legal regulation of holdings currently does not yet meet the requirements of business practice. It seems that one of the reasons for this situation is the insufficient theoretical development of the concept of holding and the characteristics of certain types of holdings. In this regard, the development of a scientifically based classification of holdings, identifying on its basis the characteristics of certain types of holdings, which will make it possible to more clearly regulate the issues of holdings’ activities in legislative and by-laws, is of great theoretical and practical importance.
Classification of holdings can be carried out on various grounds.
1. Depending on whether the parent company of the holding is solely a holder of shares (or participation interests) of subsidiaries, without being engaged in independent production, trading, banking or other commercial activities, or whether it is also engaged in any commercial activities , there are two types of holdings:
1) pure holdings;
2) mixed holdings.
In a pure holding, the parent company does not carry out any commercial activities, and, owning controlling stakes (predominant shares) of other holding participants, carries out only control and management functions of directing and coordinating the activities of other holding participants.
In a mixed holding, the parent company, in addition to control and management functions in relation to other holding participants, also carries out independent commercial and entrepreneurial activities. In this holding, the parent company plays a kind of dual role: on the one hand, it is a management company, on the other, an industrial enterprise, bank, trading enterprise, etc.
2. Depending on the characteristics of the owners, the following types of holdings can be distinguished: state, municipal and private, a type of which is the family holding.
Thus, members of the Benetton family occupy all key positions in the Benetton Group. The family now owns 70% of the Benetton Group. They own these shares through the family holding company "Edizione".
The family holding also includes the famous Korean company Daewoo, whose collapse in 1999 shocked many Koreans. South Koreans have for many decades firmly believed in the invulnerability of the huge, diversified family holdings that define the Korean economy and which, until then, enjoyed the unconditional support of the government. *(28) .
It must be said that the state pays great attention to the creation and functioning of state holdings, in particular in the military-industrial complex. According to the government program for the development of the defense complex, by 2006 it will have to be united into several dozen state-controlled holdings, while shutting down excess production. Following the aviation industry and shipbuilding, manufacturers of armored vehicles also joined in the creation of holdings.
The Russian government intends to form about 50 holding companies based on enterprises of the former military-industrial complex. Europe's largest holding company, Aviation Telecommunication Systems, is being created in Russia. As reported by the Russian Agency for Control Systems, this decision was made by the board of this agency in order to create “a large integrated structure for the development and production of modern, competitive aviation communications equipment” *(29) .
3. Depending on the industry of the subsidiaries, the following types of holdings are distinguished: industrial, insurance, banking, postal, energy, telecommunications, automobile, etc.
This classification shows the priority sectoral focus of financial investments and allows us to identify a generalized concept: “industry holding”.
Industry holdings operate actively and successfully in many areas of the economy. Thus, in the USA, large agro-industrial production, as a rule, is presented in the form of holdings, with whose subsidiaries farms operate under contracts. For example, the Tyson Foods holding includes 58 processing plants, 43 feed mills, and 68 incubators. Broilers are raised under contract agreements with a company of 7.5 thousand farmers, whom this holding company provides with chickens, feed and consulting services, and also sells broilers raised by farmers *(30) .
In Russia, too, the process of consolidation of agro-industrial production proceeds mainly along the path of development of agro-industrial companies and holdings: poultry farms join neighboring farms and organize the production of feed grain on these lands; meat processing plants are adding fattening farms, etc., since large-scale agro-industrial production is possible thanks to the development of holding forms of both business associations engaged in the production, processing and trade of agricultural products, and integrator firms whose subsidiaries specialize in the processing of agricultural products produced by farmers farms under contract with the integrator company, and trade in it.
4. Depending on the functions of subsidiaries, holdings are distinguished such as a controlling holding, a holding based on management, a securities holding, an equity holding, and a capital holding.
In practice, the most common are control holdings and equity holdings.
In a control holding, the parent (holding) company owns controlling stakes in other holding participants, due to which it has a decisive influence on their activities. For example, the St. Petersburg holding company Polymetal owns controlling stakes in 13 mining companies, thus forming a controlling holding company.
If the parent company of the holding has a decisive participation in the capital of other business companies - members of the holding, then such a holding is considered an equity holding, and vertical financial, legal and, under some conditions, directive relations arise between the holding (parent) company and its company with equity participation. legal or managerial-organizational relations, as well as service relations. The share participation of the parent company in other legally independent enterprises - participants of the holding in the sense of ownership of shared property is a specific feature of a holding of this type.
It must be borne in mind that in this case a situation is possible where a holding company with a relatively small share of participation can have a significant influence on the management of a joint-stock company that is part of the corresponding holding. This happens when capital is “highly dispersed” or the management interests of other shareholders are weak. *(31) .
5. Depending on the location of the activities of the holding’s enterprises, one can distinguish: a transnational holding and a national holding.
A transnational holding is a holding whose business entities are located in different countries. Due to the generally wide geographical dispersion of its companies, transnational holding (parent) companies are often registered in states that, along with special tax advantages (in the form of particularly favorable tax treatment of foreign participation income and profits), facilitate access to international financial markets and special instruments financing.
An example of a transnational holding is the IMV Invertomatic Victron Energy Systems holding, which includes the Dutch IMV Victron BV and the Swiss IMV Invertomatic Technology SA, which produces a wide range of uninterruptible power supplies. IMV has 11 branches and more than 100 business partners in 80 countries. The total number of employees of the holding is about 490 people, and sales volume in 1999 amounted to 117 million Swiss francs (about 67 million dollars) *(32) .
The Russian-Belarusian association Slavneft, which has existed in this capacity since 1994 and operates in a number of regions of the Russian Federation and in the Republic of Belarus, should also be considered a transnational holding.
An essential feature of a national holding is the dislocation of its participants in one specific state. After the collapse of the Soviet Union, national oil holdings were created in the newly formed states (former republics of the USSR). Such national holdings include, in particular, in the Russian Federation - "ONAKO", in Kazakhstan - the national holding "KazMunayGas", in Uzbekistan - the national holding "Uzbekneftegaz".
6. Depending on the nature of production and economic relations between the holding participants and the method of organizing the holding association, horizontal, vertical and diversified holdings are distinguished.
Horizontal holdings (sales holdings) are an association of companies operating in the same market (energy companies, sales, telecommunications, etc.). They are, in essence, a combination of homogeneous businesses into branch, for example territorial, structures that are managed by the parent business company. The main goal of such a merger is a unified system of suppliers and many subsidiaries performing sales functions. If there are many such subsidiaries, then uniform rules for regulating their activities are necessary.
The specificity of a horizontal holding is that the subsidiaries included in the holding are dispersed. The holding allows you to create a unified policy regarding a specific type of product (implemented in the form of discounts, gifts for customers, etc.). In this case, centralization of management plays an important role in the development of general policy.
If a holding wants to consolidate everything correctly (in terms of taxes and management accounting), then it must establish a single standard for document flow.
Horizontal holdings include, for example, the Vologda Holding Company with a workforce of 3.5 thousand people, which includes Vologdaelectrotrans, as well as enterprises of light industry and transport, mechanical engineering, as well as construction, trade and other services. Based on the principle of horizontal integration, the Severstal holding was formed, uniting Severstal OJSC, Cherepovets Steel Rolling Plant, Kolomna Diesel Locomotive Plant, Karelsky Okatysh OJSC, Olenegorsk Mining and Processing Plant and other mining and machine-building enterprises. Coordination of production activities and sustainable sales of iron ore raw materials allow the holding to operate successfully in the commodity market.
Vertical holdings (concern-type holdings or production holdings) are a combination of enterprises in one production chain (extraction of raw materials, processing, production of consumer products, sales). Examples include associations involved in the processing of agricultural products, metals, and oil refining.
Vertical holdings are characterized by a technological chain that unites them from the processing of raw materials to the production of finished products and have the following features:
Economic companies transfer their product to each other at cost;
End-to-end quality management is ensured throughout the entire chain;
All business entities of the holding must be balanced in terms of the level of equipment of production processes, personnel qualifications, etc.
One of the main goals of the holding is to ensure the required quality of products. Automation of quality management, designed to create an end-to-end quality control system and ensure unified time management at each stage (in the chain of enterprises), functions much more effectively in a vertical holding, which is its advantage over a horizontal holding.
In the Russian Federation, vertical holdings have become particularly widespread. A typical example here is holdings in the oil industry. The first three state oil companies in the form of vertically integrated holdings appeared in 1993 in accordance with the Decree of the President of the Russian Federation. These are NK "LUKoil", NK YUKOS and NK "Surgutneftegaz". Two years later, five more companies emerged: Slavneft, Sidanko, Eastern Oil Company, ONAKO, East Siberian Oil Company. Then Bashneft, Tatneft, Rosneft, Komi TEK and others appeared. For three years, all oil companies continued to remain state-owned, since the controlling stake (from 38 to 51%) belonged to the state. Today in Russia there are approximately one and a half dozen vertically integrated oil companies *(33) .
Work is underway to create vertical holdings in railway transport, where at least two holdings are expected to be formed in the near future in order to create a competitive environment. It is proposed to include the plants of the Zheldorremmash and Vagonremmash directorates into these holdings.
The implementation of proposals for the formation of holdings in the industry will form a structure managed by the Ministry of Railways of the Russian Federation *(34) a harmonious system of the railway industry. It will more fully meet the interests of roads, factories and their teams. The vertical plant management scheme will make it possible to more effectively carry out further reforms of railway transport.
In the future, on the basis of the holdings, it is planned to organize an extensive network of rolling stock service enterprises up to the transfer of ownership rights to the rolling stock to these centers. Having the right of ownership, leasing-based service centers can pursue an effective economic policy for updating and technical improvement of the operating rolling stock *(35) .
Diversified holdings, in contrast to horizontal and vertical ones, are a form of association of different businesses operating in different markets. Their creation is associated with the expansion of the holding company’s economic activities into new areas (with the expansion of the range of products, types of services provided, etc.). At the same time, companies often do not go for a complete merger, but create one or another interaction mechanism that allows them to maintain the status of a legal entity and at the same time cooperate with other enterprises *(36) .
International holdings widely use the form of a diversified holding company for the purpose of control and management of subsidiary joint stock companies, distinguished on any basis (national, industry, etc.) *(37) .
Diversified holdings are the most complex example of holdings, therefore they are quite rare in Russian practice. Such a holding includes structures that are not directly connected by either trade or production relations, such as banks that invest funds in some business companies and thus perform the functions of the parent company. However, the main task of such a bank is to invest funds somewhere and then withdraw them profitably in a timely manner. Essentially, these are investment projects, organizationally implemented in the form of a holding company.
One example of a diversified holding with active management, uniting more than a hundred enterprises on the basis of ownership or management of blocks of shares, is the Joint-Stock Financial Corporation "Sistema". In Turkey, for example, the Cukurova Group, controlled by the richest man in this country, Mehmet Emin Karamehmet, is also a diversified holding.
There are also financial, classic and distributed holdings (see. rice. 2), the main and intermediate holding, which are quite widely encountered in practice, including Russian. Let's consider the above types of holdings, which have become widespread in the field of civil turnover.
┌───────────────────┐
│ Holding │
└─────────┬─────────┘
Management relationships are not formed │ There is a relationship
(management) of subsidiaries │ management (management)
│ subsidiaries
│ holding
┌───────────────────┼──────────────┐
┌──────────────┴──────────────┐ │ ┌──────────┴──────────────┐
│ Financial holding │ │ │ Classic holding │
│ │ │ │ (Manager) │
│ │ │ │ holding │
└─────────────────────────────┘ │ └─────────────────────────┘
Only regarding a part of societies -
holding participants perform the function
management (management)
┌────────────┴──────────┐
│ Mixed │
│(financial manager)│
│ holding │
└────────────┬──────────┘
Is one of the types
mixed holding │
┌ ─ ─ ─ ─ ─┴─ ─ ─ ─ ─┐
Distributed
│ holding │
└─ ─ ─ ─ ─ ─ ─ ─ ─ ─ ┘
Figure 2. Financial, management and mixed holding
A financial holding is based on the equity participation of the parent company with a predominance of functions such as financing (investment) and, under certain conditions, control. In this case, as a rule, the parent company does not provide for the performance of any operational management functions.
This type of large financial holding is formed, for example, by the financial and investment company Financial Bridge, East Bridge Bank, a leasing company and a number of insurance companies, which includes the Russian bank Pushkino. Often such holdings are formed at the regional level, such as the Ural Financial Holding or Harris Bank, a large regional financial holding in Illinois, USA.
In a financial holding company, participation of the parent company is allowed from several percent to 100% of shares in the capital of a holding participant with voting and (or) non-voting rights. This means that even with 100% participation, the parent company does not have any operational influence on the business activities of the holding member.
A typical financial holding company can be called a holding company in which the participation activity of the parent company is focused on acquiring voting rights through one or more mandates on the administrative board.
However, there is no trace of the intention of the parent company to interfere in the day-to-day management of the affairs of a business company that is a member of the holding or to take responsibility for the results of its activities. The whole point is to obtain sufficient information to assess the advisability of participating in the affairs of a business company. A holding of this type is the Dutch holding company "Gevaert NV", which, having the necessary votes on the administrative boards of other participants in the financial holding, uses this, first of all, to obtain sufficient information to assess the feasibility of participation in the affairs of the relevant enterprise.
Another example is a financial holding company, the parent company of which, guided by the entrepreneurial goals provided for in the charter, exclusively finances and manages capital investments without exerting a significant influence on economic and production activities.
Here, as an example, we can cite the holding company "Joint Stock Company of Investments and Participations (AGAB)", which does not influence the business activities of other participants in this financial holding.
Classic holdings include associations of enterprises in which a controlling stake is concentrated in the hands of the parent company. Here, however, it is necessary to clarify that the term “controlling stake” is used in this case in a broad sense (as understood by the Temporary Regulations on Holding Companies), since in a number of Russian holding companies “subsidiaries” business companies are not joint-stock companies, but have organizational form of limited liability companies or state unitary enterprises.
At the first stage, most of the classic holdings were created by the state in the process of privatization, such as the vertically integrated oil companies mentioned above. Classic holdings in Russian industry are Gazprom, RAO UES, Svyazinvest, Norilsk Nickel, and most oil companies (for example, Lukoil).
Holdings of this kind within the framework of this division are called “classical” in the sense that the system of distribution of property rights between the subsidiary and the parent company generally corresponds to world practice. Special cases of classic holdings are also business groups in which both the “main and subsidiary” companies are unitary enterprises. The state, by decision of the executive branch, transfers to the company acting as the “parent” some property rights in relation to its subsidiaries. Such integrated business groups were created, in particular, in the defense industries of Russia - the Sukhoi military industrial complex is an example. *(38) .
A distributed holding is a type of mixed (financial and management) holding. A distributed holding should include those associations in which the role of the parent company is performed by several independent companies, united by belonging or affiliation to one person or group of jointly acting individuals. A distributed holding consists of several geographically widely separated branches conducting complex economic activities, such as production. It should be noted that legal entities that concentrate the stake in subsidiaries, which are the main production elements, often do not manage the holding. Management is carried out by a specially created management company (one or more). An example of such an integrated business group is the Interros group.
A type of distributed holding company includes the Transneft association. This holding includes, in particular, the Druzhba company, which, in turn, has a complex distributed structure: the company includes the Kuibyshev, Michurinsk and Bryansk oil pipeline departments, each of which includes a head office and about 10 divisions. At the head of the company structure is the association. During the formation of budget and reporting data, their two-level consolidation is carried out: at the management level, data from divisions is consolidated, at the association level, data from three departments of the enterprise is consolidated *(39) .
It is also worth highlighting the division of holding companies into main and intermediate ones (see. rice. 3). Due to the fact that a holding is a complex structure, a multi-level system of ownership and management can be formed in it, for example, a holding company (main holding company) may have subsidiaries or dependent companies in its structure, which are also holdings (intermediate holding companies).
┌────────────────────┐
│Holding company│
│ (main holding) │
└─────────┬──────────┘
┌───────────────────┴─────────────────┐
┌──────────────┴──────────────┐ ┌─────────────┴────────────┐
│ Society - participant │ │ Society - participant │
│ holding │ │ holding │
│ (intermediate holding │ │ (intermediate holding │
│ 1st level N 1) │ │ 1st level N 2) │
└──────────────┬──────────────┘ └─────────────┬────────────┘
┌─ ─ ─ ─ ─┴─ ─ ─ ─ ─┐ ┌ ─ ─ ─ ─ ─ ──┴── ─ ─ ─ ─ ─┐
Society - participant
┌─ ── ─┴─ ── ─┐ ┌ ─ ─ ─┴─ ── ─┐ │ intermediate holding │
│ Society - │ Society - N 2
participant │ participant │ │ (intermediate │
│ intermediate │ intermediate holding 2nd level)
└ ── ── ── ───┘ └─ ─ ─ ─ ─ ── ┘ └ ── ─ ─ ─┬─ ─┬─ ─ ─ ─ ─ ──┘
┌─ ─ ─ ─ ─ ─ ─ ─ ─ ─ ─ ─ ─ ─ ─ ─ ─┘ │
┌─ ─ ─ ─ ─┴─ ─ ─ ─ ─┐
┌─ ── ─┴─ ── ─┐ ┌ ─ ─ ─┴─ ── ─┐ ┌─────────────┴────────────┐
│ Society - │ Society - Society - participant
participant │ participant │ │ intermediate │
│ intermediate │ intermediate holding 2nd level)
nogo holding│ nogo holding│ │ │
│ 2nd level │ 2nd level
└ ── ── ── ───┘ └─ ─ ─ ─ ─ ── ┘ └ ── ─ ─ ─ ─ ─ ─ ─ ─ ─ ─ ──┘
Figure 3. Main and intermediate holding
It should be noted that the above types of holdings are used independently of each other, and there are numerous combinations between them. However, combining some types of holdings is impossible and it is necessary to correctly determine the combined types of holding (see Table 1). For example, in order to determine whether a financial holding company can be both primary and transnational, one should first check the possibility of combining a financial and primary holding company. The combination is possible (first horizontal row and third vertical column). Then, as a second step, the possibility of combining a main and a transnational holding company should be checked." This combination is excluded (fifth horizontal row and third vertical column). Thus, a financial holding company cannot be both a main and a transnational holding company.
In the legal literature, the use of such concepts as managing holding, autonomous supreme holding, holding for managing the affairs of the company is quite widespread. However, these terms are used to designate the parent (holding) company of the holding and reflect only its features, not being types of holding in our understanding.
Thus, we see that in business practice there are various types of holdings that have significant specificity in structure, organization of holding management, the nature of the relationship between its participants, etc. In this regard, the question may arise to what extent the noted features of certain types of holdings should be reflected in legislative and regulatory acts. This question can apparently be answered as follows.
Legislation should establish the most significant relations, therefore, in the federal law devoted to the legal regulation of the activities of holdings, it is inappropriate to establish rules governing the activities of certain types of holdings, moreover, in the future, new types of them will inevitably appear and the legislator simply will not be able to respond to such issues in a timely and adequate manner changes in business practice. It seems more reasonable to legislatively resolve the most general issues of the activities of holdings, and to refer the regulation of the activities of their individual types to the competence of the executive authorities of the Russian Federation by issuing by-laws. Issues related to the functioning of individual holdings that play a significant role in the economy of specific regions of Russia should be regulated at the level of legislation of the constituent entities of the Russian Federation.
Holdings: concept and types. Legislation on holdings and prospects for its development.
A holding is a joint-stock company that owns a controlling stake in legally independent enterprises to exercise control over them.
Companies included in the holding enter into commercial transactions on their own behalf. However, the right to resolve major issues related to their activities belongs to the holding company.
The advantages of holdings are that they fight competitors by combining their efforts.
Parent company in the holding:
develops a general concept for the development of the holding;
forms a unified strategy for investment and financial activities;
manages subsidiaries;
performs the functions of marketing finished products and purchasing material resources;
carries out foreign economic activities;
carries out internal lending and financing within the framework of the association.
But when creating holdings, there is a real possibility of reviving administrative management methods.
Therefore, the management of holdings consists mainly of changing ineffective management during meetings of shareholders and financial management (dividend policy, issue of securities, etc.).
The parent company's control over its subsidiaries is exercised both through dominant participation in their authorized capital, and by determining their economic activities (for example, performing the functions of their sole executive body), and in other ways provided by law.
Characteristic features of the holding
1. Concentration of shares of firms in different industries and sectors of the economy or firms located in different regions.
2. Multi-stage, that is, the presence of subsidiaries, grandchildren and other related companies. Often a holding is a pyramid headed by one or two companies, often of different nationalities.
3. Centralization of management within the group by developing a global policy by the parent company and coordinating joint actions of enterprises in the following areas:
development of unified tactics and strategy on a global scale;
reorganization of companies and determination of the internal structure of the holding;
implementation of intercompany relations;
financing capital investments in the development of new products;
provision of consulting and technical services.
Holding companies
In the form of a holding company, which may include production, transport, purchasing, sales, and service companies, large commercial structures are created - trading houses (abroad, they are most often transnational corporations).
Holding companies (systems) include a head (parent) company, subsidiaries, and grandson companies.
Subsidiaries cannot own the holding company itself. And the parent company, having a 5% stake in subsidiaries, effectively controls their activities.
As a result, the parent company actually disposes of property that is many times greater than what actually belongs to it. This leads to the concentration of capital, facilitates the solution of major financial and business problems, and ensures coherence in the actions of many companies.
A holding company can be registered in any organizational and legal form (usually AOOT, but can also be AOZT or LLC).
Along with financial levers of influence, others are also used, for example, technical policy, i.e. concentration of scientific research and technical development in a single center of the parent company and presentation of the results by subsidiaries.
Such tools may include the distribution of the range of products and sales markets between subsidiaries (Siemens, Singer, etc.).
Types of holdings
There are two types of holdings in Russia: financial and mixed (non-financial).
Financial is a holding where more than 50% of the capital consists of securities of other enterprises. The main role in the activities of such a holding is played by financial transactions; it does not have the right to carry out other types of activities, since it unites capital, not enterprises.
Mixed - characterized by the fact that its material company has the right to conduct its own business activities. They are most suitable for knowledge-intensive and technology-related enterprises with complex activities.
Examples of Russian holdings: RosBusinessConsulting, Agroholding, RAO UES of Russia, RAO Gazprom, oil companies LUKoil, Surgutneftegaz.
Types of holding
In addition to simple holdings, which represent one parent company and one or more subsidiaries controlled by it, there are also more complex holding structures in which subsidiaries themselves act as parent companies in relation to other companies. In this case, the parent company, which is at the head of the entire holding structure, is called a holding company.
Depending on the method of establishing control of the parent company over its subsidiaries, the following are distinguished:
a property holding company in which the parent company owns a controlling stake in the subsidiary;
contractual holding, in which the parent company does not have a controlling stake in the subsidiary, and control is exercised on the basis of an agreement concluded between them.
Depending on the types of work and functions performed by the parent company, there are:
pure holding, in which the parent company owns controlling stakes in subsidiaries, but does not itself conduct any production activities, but only performs control and management functions;
a mixed holding in which the parent company conducts business activities, produces products, provides services, but also performs management functions in relation to subsidiaries.
From the point of view of production interrelation of companies, there are:
an integrated holding in which enterprises are connected by a technological chain. This type of holdings has become widespread in the oil and gas complex, where enterprises for production, transportation, processing and marketing of products are united under the leadership of the parent company;
a conglomerate holding that unites heterogeneous enterprises that are not connected by a technological process. Each of the subsidiaries runs its own business, which is in no way dependent on the other subsidiaries.
Depending on the degree of mutual influence of companies, they are distinguished:
a classic holding in which the parent company controls subsidiaries due to its predominant participation in their authorized capital. Subsidiaries, as a rule, do not own shares of the parent company, although this possibility cannot be completely ruled out. In some cases they have small stakes in the parent company;
cross-holding, in which enterprises own controlling stakes in each other. This form of holdings is typical for Japan, where the bank owns a controlling stake in the enterprise, and it has a controlling stake in the bank. Thus, the merging of financial and industrial capital occurs, which, on the one hand, facilitates the enterprise’s access to financial resources available to the bank, and on the other hand, gives banks the opportunity to completely control the activities of subsidiaries by providing them with loans.”
With the rapid development of business, various fashionable names for associations of commercial organizations appeared: corporations, trusts, concerns, etc. Among them is a holding, and in modern marketing it is widely used to define the activities of various companies, give them significance and create the impression among people of the seriousness of a particular enterprise.
In fact, holdings are, in fact, the head offices of most of the subsidiaries that are part of them. The main activity of such organizations is management and control over their own structural divisions.
What is a holding?
If we look at the translation of the English word “holding”, it becomes clear that the holding company is “holding”. In simple words, it is a system of commercial enterprises, which includes a management structure - the head office, which owns a controlling stake. In addition, the parent organization may perform production functions. Often, control over the work of component companies is carried out in such a way that the head office manages the largest companies, to which other subsidiaries are subordinate.
Holding corporations are legal entities that use their own capital to acquire shares in various independent businesses. In the classical sense, holdings exercise control by appointing members of the board of directors to manage subsidiaries. In addition, contractual agreements are concluded with them, according to which the head office has a large number of votes at meetings of existing shareholders.
Control over subsidiaries can also be exercised under a special agreement. It sets out agreements between both parties, according to which the parent company gives instructions that are binding on all participants in the holding. The head office has the right to regulate the activities of all enterprises in relation to investment, financing, as well as production and economic activities.
How and why are holdings formed? Enterprises voluntarily or through the acquisition of shares in various organizations unite in order to strengthen their positions in a certain area of the market. In addition, increasing the number of constituent firms of the parent enterprise promotes growth and economic stability. Also, holdings are created for the purpose of:
- creating new sales channels and improving production quality;
- diversification of activities;
- creating a network of your own service;
- optimization of business management mechanisms;
- increasing the market value of shares.
At the enterprises that are part of a certain holding, new interconnected production chains and distribution channels are created in order to ensure the uninterrupted operation of all subsidiaries and reduce the degree of dependence on supplier companies. During the economic development of the holding, the head office often makes it the prerogative of its companies to release new products or provide new services. It is thanks to diversification that it is possible to increase production efficiency and competently run enterprises as a whole.
The holdings also create a service network consisting of specialized structural divisions (logistics, repair and construction services, sales departments, etc.). They, as a rule, undergo reorganization, after which they are registered as separate legal entities. This is done to significantly save the holding’s costs and improve the quality of work of structural divisions. The holding's service enterprises centrally serve all the companies that are part of it.
To significantly improve financial and operational performance, holdings often use a tool that allows them to compare the work of their own company with the results of market leaders in a certain segment and adopt their best business building methods. For example, the introduction of new technologies into production can significantly reduce enterprise costs, improve product quality and increase profits.
Varieties
The structure of holding companies largely depends on the methods for solving production problems and the specifics of the activities of subsidiaries. Depending on how control over the constituent enterprises is exercised, parent companies are of the property or contract type. In the first case, the head office controls subsidiaries based on the presence of a majority of the capital while owning a controlling stake. Contract-type holdings manage their enterprises on the basis of an agreement concluded between the parties.
Holding companies can be pure or mixed. This depends on the activities and functions of the head office. Pure holdings are organizations that own a controlling stake in their own subsidiaries. In this case, the head office is not involved in production activities, but only controls all processes and manages the business. Mixed holdings are enterprises in which the parent organization is engaged in production activities, provides various services along with subsidiaries, and also conducts business and economic activities, which is no different from the work of the companies included in its composition, but it has control and management responsibility. functional. There are also (depending on the relationship of internal and production processes) the following types of holdings:
- cross;
- integrated;
- conglomerate.
A cross holding is a business structure where each firm owns shares in another subsidiary. In economics, this type of activity is known as a fairly effective tool for interaction between different companies, allowing for the merging of industrial and financial capital and increasing profits. For example, a bank is the owner of a block of shares in a certain production. In turn, this enterprise also owns similar bank assets. This allows the manufacturing company to use the bank’s financial resources, and the financial organization to fully manage its work by providing credit funds.
Integrated holdings are companies in which all subsidiaries have a certain production relationship. If we take the organization OJSC Tatneft as an example, then some of its enterprises are engaged in exploration and search for gas and oil. Some of them produce equipment for mining, others manage the processing and sale of the finished product, and others manage maintenance. In total, the company includes over 100 independent structures - legal entities that are part of the holding.
As for conglomerate organizations, they unite firms of various types that do not have production interconnections. For example, in one holding there may be companies that are engaged in service, manufacturing of various products, advertising and other activities.
Advantages and disadvantages
An undeniable advantage of forming holding organizations is the effective fight against competing companies. This is achieved through the coordinated work of all subsidiaries and the head office. The positive aspects of this type of activity also include:
- economic stability of organizations;
- high level of business reputation of holdings;
- efficiency of tax planning mechanisms (timely closure, significant transfers to the state treasury, etc.);
- the possibility of combining different types of activities;
- effective company management.
Holdings, thanks to their solid capital, have the opportunity to invite the best specialists in a certain field to work. This significantly improves the performance of the organization as a whole. In addition, it becomes possible to combine the production and scientific activities of the company, effectively distribute investments and credit funds.
Despite the obvious advantages of holdings, this form of enterprise has certain disadvantages. These include:
- shortcomings in document management;
- lack of internal competition among subsidiaries;
- difficulties in controlling and managing a large number of organizations.
In such companies there is a fairly high degree of bureaucracy in the management apparatus, which leads to certain difficulties in doing business. Also, today there are no regulatory mechanisms that would allow regulating the work of holdings.
How are the merged companies managed?
Different types of merged organizations use different management tools. For example, cartels require a minimum number of management functions, for which business development planning and marketing are used. They are mandatory and identical for all enterprises that are part of a small holding.
For larger organizations, in addition to the above tools, various methods of managing financial flows are also used. Units such as syndicates must have logistics departments and a single control center for the entire commercial structure.
Concerns have an even more complex management system, where the chain of its elements is formed from economic, logistics, marketing, accounting and financial departments, as well as business planning divisions. To increase the efficiency of each of them, top managers are provided with. For example, they are included in the number of partners and transferred a certain number of shares. As the enterprise grows, the value of assets increases, which is why the profit of not only the holding as a whole increases, but also that of a particular manager.
Advice: entrepreneurs who want , can get ideas from the Internet. Today there are quite a large number of proposals for cooperation in franchising. This will allow you to significantly save money at the start, organize your business correctly, increase the number of retail outlets or production facilities, which will ultimately lead to scaling your own enterprise.
Examples of holding companies today
Today, holding companies have become widespread in Russia. They have a significant impact on the development of many market sectors. Among the well-known and most influential organizations, we should highlight Lukoil, Magnit, Surgutneftegaz, Vimpelcom, Russian Standard, Alliance, Almaz and X5 Retail Group. Media holdings are also particularly popular. They are large associations that own a large number of media resources. One of the leaders in this industry is the companies STS Media and VGTRK.
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It should be noted that the tasks of the parent company of the holding include managing its subsidiaries, coordinating their actions, as well as redistributing resources. This form of activity is created with the aim of conquering new market segments, fighting competitors and reducing costs.
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Character traits holding
Types holding
Holding organizations
Problems of bank holding companies
Holding management
Holding structures
Advantages of operating holding systems
Mixed holding management
Why mixed holding?
The structure of a mixed holding and problems of its optimization
Choosing an investment direction
The role of organizational units in the corporate management of a mixed holding
Ideal holding: preliminary design
Goals and objectives
Priorities and limitations
Technical task
Components
Responsibility centers
Standard project
Finalization of the project
Russian part and foreign part
Holding is organization, which occupies a leading position because its assets include controlling stakes in subsidiaries. Enterprises included in the holding may be formally independent. There is also a so-called bank holding company - this is a banking structure that ensures the activities of holding companies.
Holding- this is the head thing company controlling the activities of others enterprises or companies. There are pure and mixed holdings. Pure holding is firm, whose functions include only . Mixed holding - an organization, in addition to control, can engage in various types of intra-company activities, such as supplies.
Holding(from the English Holding “ownership”) is a combination of the parent company and its subsidiaries controlled by it.
In addition to simple holdings, which represent one parent company and one or more subsidiaries controlled by it (which are said to be “sister” companies in relation to each other), there are also more complex holding structures in which the subsidiaries themselves act as as parent companies in relation to other (“grandchild”) companies. In this case, the parent company, which is at the head of the entire structure of the holding, is called the holding organization.
Control the parent organization's control over its subsidiaries is exercised both through dominant participation in their authorized capital, and by determining their economic activities (for example, performing the functions of their sole executive body), and in other ways provided by law.
Characteristic features of the holding
1. Concentration of shares of firms in different industries and sectors of the economy or firms located in different regions.
2. Multi-stage, that is, the presence of subsidiaries, grandchildren and other related companies. Often a holding is a pyramid headed by one or two companies, often of different nationalities.
3. Centralization of management within the group through the development of a global policy by the parent company and coordination of joint actions of enterprises in the following areas:
Development of unified tactics and strategy on a global scale;
Reorganization of companies and determination of the internal structure of the holding;
Implementation of intercompany relations;
Financing capital investments in the development of new products;
Providing consulting and technical services.
Types of holding
1. Depending on the method of establishing control of the parent company over its subsidiaries, the following are distinguished:
A property holding company in which the parent organization owns a controlling stake in the subsidiary;
A contractual holding in which the parent organization does not have a controlling stake in the subsidiary, but control carried out on the basis of an agreement concluded between them.
2. Depending on the types of work and functions performed by the parent company, there are:
A pure holding, in which the parent organization owns controlling stakes in subsidiaries, but does not itself conduct any production activities, but only performs control and management functions;
A mixed holding in which the parent company conducts business activities, produces products, provides services, but also performs management functions in relation to subsidiaries.
3. From the point of view of production interrelation of companies, there are:
An integrated holding in which enterprises are connected by a technological chain. This type of holdings has become widespread in the oil and gas complex, where enterprises for production, transportation, processing and marketing of products are united under the leadership of the parent company (for example, OJSC Tatneft Group);
A conglomerate holding that unites heterogeneous enterprises that are not related by the technological process. Each of the subsidiaries runs its own business, which is in no way dependent on the other subsidiaries.
4. Depending on the degree of mutual influence of companies, they are distinguished:
A classic holding, in which the parent organization controls subsidiaries due to its predominant participation in them authorized capital. Subsidiaries, as a rule, do not own shares of the parent organization, although this possibility cannot be completely ruled out. In some cases, they have small stakes in the parent company;
Cross holding, in which enterprises own controlling stakes in each other. This form of holdings is typical for Japan, where it owns a controlling stake in the enterprise, and it has a controlling stake in jar. Thus, there is a merging of financial and industrial capital, which, on the one hand, facilitates the enterprise’s access to financial resources available to jar, and on the other hand, it gives banks the opportunity to completely control the activities of subsidiaries by providing them with loans.”
Holding organizations
Holding companies are holding companies that own shares (stakes) in the authorized capitals of other enterprises. Holding organizations are widespread in foreign countries. However, the term "holding firm" is used mainly in countries Anglo-American legal system. In the Republic of Germany, the terms " " and " " are used to designate similar production and economic complexes. In legislation Germany The term “related enterprises” is also used to refer to such associations of enterprises.
As part of such a grouping of enterprises, the main one (parent organization) has the opportunity, through its stake of shares, to manage the activities of subsidiaries.
Assets holding company is almost entirely represented by shares of another legal entity. person or persons. Control is exercised through the mechanisms of corporate (shareholder) powers. As a rule, holding organizations are represented in the management of their subsidiaries, most often on the board of directors.
A holding organization should be distinguished from an investment firm because an investment firm invests in the acquisition of shares (shares) of other companies in order to make a profit, and a holding organization invests in the acquisition of control over their activities.
The main advantages of forming holdings are:
distribution of commercial risks;
opportunity sales business in parts advantages black organizations remain independent legal persons.
The holding company is legal face, whose primary activity is owning shares (usually a controlling interest) in another firm or companies and managing those companies. For example, in the USA and Britain a controlling stake is considered to be 80% of the shares.
The actual scope of a shareholder's rights depends on the size of his shareholding. The influence on the activities of the company of the owner of more than 50% of shares is incomparable with the capabilities of its other participants. Such a person can carry out through the general meeting of shareholders the decisions he needs on all issues that do not require a qualified majority. It largely determines the composition of the company's management bodies being formed (board of directors, executive bodies).
The holder of a blocking stake (over 25% of shares) plays a serious role in society. The non-adopting (blocking) of decisions requiring a qualified majority of votes that relate to the most important issues of the company’s activities depends on it.
However, in the current Russian legislation there is no legal definition of the concept of “controlling stake (votes)”. Previously, according to the Regulations on Joint Stock Companies dated December 25, 1990, a controlling stake in the amount of 50% + 1 share was considered.
Subsequently, joint-stock companies had the opportunity to issue preferred shares. Owners prefs do not have the right to vote on issues on the agenda of the general meeting of shareholders (except for voting on issues of reorganization and liquidation of the company). Maximum amount prefs may constitute no more than 25% of the authorized capital of the company. In this case, the controlling stake should be calculated not from the total number of outstanding shares of the company, but from the number of its voting shares. In addition, the number of votes required to make a positive decision is calculated not from the total number of voting shares, but from the shares whose owners are present at the meeting (subject to a quorum).
Due to the fact that the issue of preferred shares is a right and not an obligation of a joint-stock company (JSC), in each specific case the ratio of ordinary (voting) and preferred shares will be different. It is also necessary to remember that, as a kind of punishment for the company’s failure to pay dividends, it turns preferred shares into voting on all issues on the agenda of the general meeting of shareholders. Therefore, it is possible to calculate the controlling interest only in relation to a given joint stock company (JSC) and in relation to a specific issue on the agenda. Therefore, a controlling stake is any number of shares that allows the shareholder to determine the decisions of the general meeting (Article 105 of the Civil Code of the Russian Federation).
Today, in domestic legislation, the question of the legal status of the holding remains open. It's been going on for a long time Job on the federal project law"About holdings". But the current legislation does not yet define the concept of "holding". Therefore, we can say that holding is an economic rather than a legal concept.
Subjects of entrepreneurial law are subjects of entrepreneurial activity and entities regulating entrepreneurial activity. The holding has both elements of legal personality, because the holding organization regulates the activities of subsidiaries and affiliates.
In our country holding organizations are usually created in the form of joint stock companies. The procedure for their company and activities is now established only in relation to holding companies created during the privatization process. This procedure is regulated by the Temporary Regulations on holding companies created during the transformation of state-owned enterprises into joint-stock companies, approved by Presidential Decree RF dated November 16, 1992 N 1392 “On measures for the implementation of industrial politicians at privatization state enterprises."
According to the Regulations, a holding organization is an enterprise whose assets include controlling stakes in other enterprises. Enterprises whose controlling stakes are part of the assets of the holding organization are called subsidiaries. Holding companies and their subsidiaries are created in the form of open joint stock companies.
A holding company is a joint stock company that manages other companies. This leadership is exercised by having a decisive influence on decisions made by general meetings of shareholders and other management bodies of subsidiaries. At the same time, cross-ownership of shares is prohibited; only the holding organization has shares of subsidiaries; the subsidiaries themselves cannot own shares of the holding organization in any form.
However, this Temporary Regulation applies only to joint stock companies in which the share of state participation is more than 25%. When sales individuals and organizations with more than 75% of shares, this company is subject to the general rules of the Federal law"On joint stock companies."
The company holding model of business undoubtedly has many advantages. However, within the holding, as a rule, there is no system that requires constant improvement of the quality of the products produced (services provided). The holding may artificially support unprofitable enterprises, which reduces the economic efficiency of such mergers of enterprises generally.
Holding companies have a less favorable tax regime compared to independent commercial organizations. Any crossing of the “legal entity border” entails the emergence of a taxable base. In a separate legal entity. face, the losses of one production can be offset by the profits of another, a fair balance is established income and costs. However, in Russian Federation does not apply characteristic, say, for USA principle of unitary taxation. In our country, holdings are essentially subject to double taxation. Subsidiary company receiving income, pays indirect and then transfers this profit to the main company in the form of dividends, which are also taxed income tax as a non-operating profit of the main company.
A special principle applies to holding companies, in contrast to the general rules of enforcement proceedings. Thus, the shares of subsidiaries, which form the assets of the main company, belong to the property, the recovery of which in the course of enforcement proceedings is applied in the third place, because The production activity of the company directly depends on these blocks of shares, since all subsidiaries are vertically integrated into a single economic system. This approach confirms the thesis about the partial legal personality of the holding.
By exchanging shares specially issued for this purpose by each enterprise. This is exactly what the general director of Uralmash Plants, Kakha Bendukidze, did to gain control over Izhora Plants (each group was a holding company). To do this, he spent additional money issue and exchanged the entire package for additional money issue for the already existing package of Izhora Plants. Due to the difference in the cost of packages, he received over the factory for a small percent their shares.
By creating a special management organization, where the founders transfer stakes in enterprises that they want to include in the holding. At the same time, the transferred shares of the enterprises were exchanged for issued shares of this company.
By transferring key patents, copyrights, and know-how for a given business (for example, the McDonald's organization).
Recently, in our country, an aggressive method, popular in the West, of gaining control over companies through procedures has begun to be used. bankruptcy. “A rigid and closed system of property redistribution has formed in the bankruptcy market,” writes ““. Moreover, you can gain control over a competitor or even buy it by purchasing debts this enterprise and having carried out the necessary actions determined by the law on bankruptcy. By the way, the bankruptcy procedure is widely used for transformations and division of parts of holding structures, alienation of part of a group with subsequent inclusion in its own holding. Let's quote the magazine again " expert" - "Ninety five percent today's bankruptcies in the Russian Federation are carried out for the purpose of redistribution of property ... and occur within the framework process, when any commercial structure builds its vertical..." One can recall, for example, Mr. Bykov’s attempt to gain control over the entire energy sector of the Krasnoyarsk Territory and his conflict with Governor A.I. Lebed.
Judging by the publications of Expert and Kommersant, this is an almost universal way of acquiring enterprises in the Russian Federation.
This can be indirectly judged by the activity of our legislators, looking at the monitoring of legislation. For example, the latest instruction from the Bank of Russia regulating the procedure for replacing bank liabilities with their convertible liabilities - the owners of these liabilities can exchange them for shares of the debtor bank and then sell its property. It should be noted that another way of forming holdings (both “from above” and “from below”) is the association of manufacturing enterprises and financial structures. For example, the purchase by any bank of blocks of shares of enterprises led to the fact that banks began to own different blocks of enterprises from different industries.
After some time, banks were forced to create management organizations, to which they transferred blocks of shares of enterprises from one type of business, and the “extra” enterprises were forced to “dump”. This is what Menatep, ONEXIM Bank and others did.
Education “from below” occurred when industrial enterprises, in order to attract investment and increase attractiveness, together with investor(often with a group investors, which form a syndicate) created a management organization. Shares of shares were determined based on an assessment of the value of enterprises and the shares of investors.
To implement this procedure, a prospectus for the issue of securities is prepared and placed: private (as in this case) or public. Unlike the case of a separate enterprise, a private placement is almost always used to create a holding structure. Often, mergers, divisions and acquisitions are carried out in already created and successfully operating holdings.
The essence of this entrepreneurial entity comes down to the ownership by one main (parent) company of part of the securities of the subsidiary companies included in the holding. The entry of campaigns into holdings is not related to contracts or agreements between members of the holding. This is the main difference between holdings and concerns. IN USA Similar forms of entrepreneurial activity are currently common in the banking sector. Large banks through the acquisition of shares and other valuable papers smaller banks, as well as industrial enterprises, are given the opportunity to control the activities of their subsidiaries. According to the legislation of the Russian Federation, a holding company is any enterprise, regardless of its organizational and legal form, whose assets include controlling stakes in other enterprises. Enterprises whose controlling interests are part of the holding company's assets are called "subsidiaries." The concept of “controlling stake” means any form of participation in the capital of an enterprise that provides the unconditional right to make or reject certain decisions at the general meeting of its participants (shareholders, shareholders) and in its management bodies. Holding organizations and their subsidiaries in the Russian Federation are created in the form of open joint-stock companies. The holding company may be a subsidiary of another company. The holding organization has the right to carry out investment activities, incl. buy and sell any securities. Holding organizations are created to facilitate the cooperation of related enterprises and their implementation of agreed investment politicians. It is not permitted to transfer to a holding company or any of its subsidiaries the rights to sell to third parties products (works, services) of subsidiaries of the holding organization (with the exception of export operations), as well as regulation by the holding organization in any form of prices for these products ( works, services).
Problems of Bank Holding Companies
A bank holding company (BH) consists of a main bank and subsidiaries. The main bank holds a majority stake in these companies. Through a controlling stake, the main bank controls the activities of its branches. Each department can specialize in its own type of activity.
In 1996 the pace of integration of CB (private bank) in different versions will increase. This is favored by a number of factors. State budget difficulties worsened the situation of banks that used centralized loans.
Holding companies are seen as an opportunity to mobilize resources primarily abroad, where they are increasingly declaring their readiness to allocate investments to banking groups. CBs are being forced to switch to financial institutions by bad experience in financial-industrial groups (FIGs). In many of them, they are trying to reduce banks to the position of mediocre accounting departments, the cash settlement division of financial industrial groups. It is rare that they are offered the status of an equal partner, co-owner. The birth of BH is also stimulated by the competition that Russian banks face in world markets. -Bank holding companies actively participate in municipal contracts, programs, and projects. Act as agents of local and federal authorities in the stock, foreign exchange (exchange and over-the-counter) insurance markets. Participate in land transactions (appraisal, purchase and sale, debt security) and much more.
During operations, banks and financial institutions face different types of risks.
Risk asset management, risk liquidity, interest rate, currency risk, stock risk, credit risk, liability management risk, and other risks. The biggest risk is associated with interest coverage of the parent bank's debt (interest coverage is profit before taxes and other deductions, from which interest on loans is paid). Since the bulk of its resources consists of dividends and other payments received from “subsidiary” commercial banks and firms, if they encounter financial difficulties, the main bank immediately experiences difficulties in servicing its debt. Today in the Russian Federation non-payments are already approaching 200 trillion. rub. Banks do not return from 25 to 30% of loans issued, and in the Agroprombank system this figure reaches 100%. Russian banking holdings were simply not ready for such a solvency crisis.
Holding management
In accordance with the law, the management of the holding, like any joint-stock company, is carried out through meetings of shareholders, boards of directors, and the executive directorate. However, for holding structures, the main shareholders are clearly defined and it is they who exercise (through the management apparatus) management of the entire group. There are features of the implementation and division into parts of the volume group managers procedures. At the highest level of the holding (as at all levels of complex holdings), the volume managers functions can vary significantly depending on the legal capabilities and preferences of the owners of each level.
Different types of business combinations may use different components management. Minimum amount of control (components) management) carried out in a cartel: analysis of market conditions and business planning, common to all enterprises included in the association of enterprises; higher level of management in financial and industrial groups, where in addition to market analysis and business planning and financial management are carried out; in the syndicate, in comparison with the previous structure, instead of financial management, there are such components as a management system that is common for all enterprises included in the association of enterprises; in industrial and commercial groups financial is combined with logistics and a unified management structure. The highest level of the company is carried out in the concern, where all management components are present: economics, business plan, market analysis, accounting, finance, logistics and structures. Moreover, it must be said that during the course of its existence, a holding company can change the scope of management elements - from a cartel to a concern or vice versa. Most often, in a complex holding company, the number of management functions increases as you move to the lower level of the group.
Formally, the management procedure is determined by law. For many holdings, the main shareholders of the holding's management company have a majority, both at the meeting of shareholders and in the boards of directors, and can carry out all the management decisions they need.
Recently, in the Russian Federation, a method popular in the West of increasing manageability by placing top managers in key positions of the holding has begun to be used. To ensure effective management, various methods of motivating (stimulating) top managers are widely used. Most companies transfer to them a share of shares, the value of which increases with the efficient operation of the enterprise, and the managers themselves are partners. Another method is suggested by Richard Braley (author of the monograph "Corporate Finance") in his article "Options vs. Limousines." This is about the manager’s right, at a certain time, to buy at a fixed price a certain number of shares of an organization and sell them at the price of current market quotes (). In addition to incentives, it is also practiced to conclude “rigid” contracts between the board of directors (i.e., key shareholders) and top managers, which makes it possible to control their activities.
Thus, the organizational and legal procedures listed above are actively used in the Russian Federation as management techniques at all stages and levels of the functioning of holdings.
Holding structures
Holding-type corporate groups are associations of enterprises of legally independent companies in which the parent company owns, in whole or in part, the capital of the remaining companies. Their evolution accompanies the development of the modern large capitalist corporation. The main role in this evolution was played not by the logic of the development of markets and technologies. Only some national characteristics of holding groups can be attributed to differences in corporate law, antitrust and tax laws of individual countries.
The standard type of relationship based on equity participation is that the subsidiaries retain legal personality and have operational independence, and the parent company receives a profit on contribution in their capital, but is not liable for their obligations. Such a relationship presupposes long-term capital contributions and the acquisition of the right to net income in proportion to the contribution. Owning 100% of the shares of a subsidiary may be tantamount to a merger based on external results, with the only difference being that the shares are liquid and can be sold, and the connection between the enterprises can be terminated at any time. The central management link of such a group - the holding organization - has control instruments - a significant stake in shares and representation on the board of directors, necessary to monitor the capital management of the group companies. The group itself is a management hierarchy. The task of the “headquarters” (holding) is the concentration of financial, technical and human resources, identification of new markets and withdrawal from old ones, design and technological support (R&D). In the group, there is a potential conflict of interest between the management of the holding, which is milking profits from its subsidiaries, and the subsidiaries themselves.
There are two types of holdings:
1. “Pure”, or financial holding, in which the parent company only controls the cash flows of a group of subsidiaries
2. “Production”, the so-called quasi-holding, where the parent organization conducts production activities and at the same time, as a central management link, coordinates the activities of the group as a multidisciplinary system.
There are two ways to form a group:
1) purchasing shares of existing companies and
2) transformation of structural divisions corporations into legally independent organizations.
These paths are not alternative and often exist side by side and provide various combinations - variants of holding structures.
First option. By purchasing shares, trusts are created horizontally between companies operating at the same level. Such business combinations can be an alternative to merger and a way to eliminate competition or the first step towards a complete merger, in which the problem of mutual “grinding in” of management personnel is temporarily removed, but production and sales of products can be coordinated. Another way of such a trust is that a group of two or more companies creates a core firm, which increases its capital by issuing shares in an amount equal to the total capital of the group. Then the group firms exchange their shares for shares of the core company, buying out its cash issue, and the core company becomes a “pure” holding. But without a management hierarchy, a holding is just “simple autonomously operating subsidiaries.
The second option for a holding company is a banking foundation. Large banks undertake the merger of enterprises of such companies whose shares they cannot put into circulation in the near future. A method of merging enterprises can also be involuntary participation in the capital of industrial enterprises, for example, the purchase of collateral packages.
In a bank holding company, bank shares replace shares of companies unsuitable for public offering.
The third, currently most common option is a holding group with a management hierarchy. This is an integrated complex, the participants of which are connected by vertical technological chains or along lines diversification activities of the parent organization. Such a holding group can be created and developed by combining the transformation of structural divisions corporations into legally independent companies with the purchase of stakes in existing companies. Hierarchical structures can have great advantages over a purely market mechanism in coordinating activities and allocating resources.
The holding company can act as a center for coordinating the economic activities of the entire group, similar to the “visible hand” of management in large corporations. More flexible forms than a single company under administrative control are required where industry are experiencing dramatic changes, where new technologies (developments) and new markets or forces appear competition force companies to differentiate products and open market niches for themselves. A holding group is an advantageous form of economic firm for complex value chains from the extraction of primary raw materials or product development, through intermediate stages of the production process and to final sales.
A long chain often exceeds the organizational capabilities of the organization. Replacing internal hierarchy with intercompany cooperation helps the group solve the problem of unmanageability of a complex administrative unit. The degree of control in the group is lower, but the controllability of the complex as a whole is higher. In addition, the parent organization does not bear the risks of its subsidiaries.
Another advantage of a holding group is that it can realize economies of scale with less investment by incorporating suppliers into its groups. Consequently, there was no need to invest in creating our own aggregate production. The inclusion of companies in a holding is usually accompanied by the exchange of shares of subsidiaries for a single share of the holding. After the shares of the group members are exchanged for a single share of the holding, the group organizations leave the open stock market. A holding company's share is a substitute for the shares of its group's manufacturing companies. This is a kind of diversified portfolio that is offered to investors at stock market. The owners of the holding organization receive dividends from subsidiaries minus a certain portion that the acc. advantage lding company.
For enterprises united in a holding, the holding's directorate is the only shareholder with supplier dominance. But subsidiaries can realize their growth and founding tendencies. There are widely known cases when subsidiaries create their own subsidiaries - “grandchildren” in relation to the “core” of the holding group, and the hierarchical structure of the group becomes multi-tiered. The system of substitution of securities in such hierarchies reduces business risk by distributing it more evenly. To control the large pyramid of the parent company, it is enough attachments funds in half the shares of the first tier of this pyramid.
Holding organizations act as intermediaries for stock markets for companies in need of large-scale external financing. These are public companies that need a fairly large stock market. Holdings perform the function of mobilizing capital because and to the extent that the dispersion of their shares is quite wide.
The legal form of an organization, including a subsidiary, gives it the right to make independent decisions controlled by the owners of its capital. In fact, a subsidiary is connected with the parent company not only by formal lines of communication, but also by constant commodity turnover, credit relations, and joint use patents and technical documentation and much more. There are also informal lines, such as management by proxy and personal or family connections. In vertically integrated groups, the parent company acts as the largest and sometimes the only customer or supplier. Figuratively speaking, there is an invisible concentration of corporate power in holding groups. It can more or less replace intra-company administrative control.
In the economic literature, a multi-industry, multi-object corporation and a holding are often equated. Indeed, contractual coordination operating within a corporate group is difficult to distinguish from administrative coordination within a corporation. Moreover, the largest corporations are decentralizing management, giving their structural divisions significant autonomy. The differences between a corporation and a group are least noticeable in groups where the parent organization, a “pure” holding, owns 100% of the shares of all subsidiaries.
Management of other holding organizations.
Providing services to other holding organizations (legal, accounting, provision of personnel, etc.).
Naturally, various functions can, in principle, be combined in one element. Thus, the parent holding organization, which owns shares in other divisions of the holding, can also perform the functions of a financing and management organization. A manufacturing company may well also carry out settlements with suppliers and buyers. However, in many cases it is desirable to separate these functions, spreading them across different elements of the holding. The desirability of such separation may be due to management considerations (distribution of responsibility), as well as logistics, tax, etc.
Responsibility centers
The structure of the holding in the corporate sense (what legal entities it consists of) should be distinguished from its organizational structure in the managerial sense. In this latter sense, the elementary cells of a holding are not legal entities, but so-called responsibility centers. A responsibility center is an organizational unit headed by a manager (responsible for its activities). Often this organizational unit coincides with the legal entity. person (then this is the head of such a legal entity), but not always. Thus, one manager can control the activities of several legal entities at once, which are only formally independent; then they make one suppliers property. And, conversely, within one legal entity. A person may have several responsibility centers coexist (for example, several branches or divisions), headed by different managers.
Responsibility centers are usually classified according to the criteria that are used to assess the effectiveness of the activities of the relevant departments.
Income center (a division specializing specifically in generating income, for example, a sales department; the performance criterion is the profit received).
Cost center (a division whose activities do not provide for independent generation of income, for example, a production workshop; efficiency criterion is the volume and quality of work).
Profit center (self-supporting unit, independently responsible for both its income and expenses; the criterion of efficiency is the profit received).
Investment center (otherwise known as a venture center, in particular, the parent holding organization is the investment center; the performance criterion is return on investment).
You should be aware of some conventions of this classification: after all, a unit can perform several functions at once; then the activity of his manager will be assessed not so straightforwardly, but according to one or another complex criteria. Moreover, in modern management theory, a business process is often considered as a single whole, without splitting the enterprise into organizational units; then the efficiency criterion is a certain norm of deviation of the business process from the pre-calculated optimum. However, for simplicity of presentation we will use the given, albeit somewhat old-fashioned, classification.
Standard project
Despite all the words said above about the diversity of existing goals and methods for achieving them, the corporate and organizational structure of all holdings is largely similar. Moreover, one can even imagine some ideal “standard project” of a holding company, which has a more or less universal character. This does not mean that this project is suitable for absolutely everyone, but it can become a starting point, a basis for “tailoring” it to a specific situation. Of course, such a project is inevitably of a “large-scale” nature, that is, it describes the structure of the holding only in general terms. The details are determined by the specifics of this particular business.
Let's try to depict the large-scale structure of such an “ideal holding” in the form of a set of graphic diagrams. We will consider not a purely Russian, but an international holding, that is, consisting not only of Russian, but also foreign organizations.
Solid lines indicate ownership relationships: the superior element owns the inferior element (its shares, shares). We will assume that the superior company owns 100% of the shares (shares) of the inferior one (with some reservations, see below).
The characteristic features of our ideal holding are the following. Firstly, the functional specialization of the holding elements. A separate organization is created for each task (production, ownership, etc.). This approach is determined by both control considerations (it is logical to register each large center of responsibility as a separate legal entity, thereby bringing the corporate and management schemes of the holding in line) and tax considerations (tax optimization often involves choosing the organizational and legal form of the company, its taxation system, and sometimes even the country of its incorporation, depending on the functional purpose of the organization), as well as asset protection requirements (in the event of possible bankruptcy of one of the holding organizations, the rest will not suffer).
Secondly, the tree-like ownership structure. This means that the ownership diagram has the form of a “tree” (upside down, if you follow our figure): from each node of the diagram, several “branches” can emanate, ending with nodes from which, in turn, “branches” can emanate. The tree structure means there are no ownership cycles (when firms mutually own shares in each other) and “free-standing” branches (without connection with the rest of the holding). At the same time, all the property interests of the holding owners are concentrated at the highest level, that is, in the parent holding organization (in our example, foreign), but not in individual divisions of the holding. This is the so-called “single share” principle.
It is this structure that seems optimal from the point of view of ensuring end-to-end control of the owners over all structures of the holding (we will talk about control issues later). It most closely complies with the principles of ownership transparency (which is necessary for investment attractiveness) and ensures a natural settlement of the interests of all co-owners of the holding (at the level of the statutory documents of the parent holding company).
It should be noted that real-life holdings almost never have an ideal tree structure. On the contrary, the subsidiaries of a real holding are often connected by a complex network of mutual ownership relations, many of them have shares minority shareholders, independent from the holding, etc. The reasons for this are usually various historical events and tactical considerations, but sometimes also the selfish interests of managers who are not interested in the transparency of the holding or in establishing effective control of the owners over their activities. Such a confusing ownership structure is fraught with loss of control and conflicts within the holding. The holding also becomes more vulnerable to external attacks through lawsuits minority shareholders. In view of this, the tree structure of the holding should be considered truly ideal and should not deviate from it without sufficiently serious reasons. True, tree structure in the absolute sense cannot be ensured: according to the Russian Civil Code, a company with a single participant cannot be the only participant in another company. Thus, corporate chains with 100% ownership are generally unfeasible (within the Russian Federation, at least). This problem, of course, is easily solved by introducing into the scheme “technical” minority shareholders who own, for example, one share of the organization out of a thousand. It is important, however, that this person is not independent of the holding’s management, since, despite his tiny share in the capital, he receives quite tangible opportunities for destructive actions in relation to the holding as a whole (in particular, according to Russian legislation, it is usually such an independent minority shareholder has the right to approve so-called interested party transactions).
Let us consider in more detail the individual elements of the above ownership scheme. The property basis of the holding consists of its production assets, which are owned by individual production organizations. In the case of a multi-profile holding (for example, some enterprises specialize in construction, and some in mechanical engineering), it is advisable to group the ownership of enterprises of each profile in a separate unit - a sub-holding, rather than concentrating the shares of all organizations in the ownership of a single holding company. In particularly complex cases, a more multi-level structure can be created. This “multi-story structure” is dictated, in addition to the above-mentioned considerations of control and transparency, also by the fact that such a structured holding allows for the painless alienation of part of the business through the simple sale of shares of the subholding, as well as attracting an external investor into a certain sector of activity through an additional cash issue of shares of the subholding (although the latter is undesirable, as discussed above, from a control integrity point of view).
Typical for industrial holdings is the creation of a separate trading (sales) company. Transactions with the outside world through a specialized company are determined not only by considerations of distribution of responsibility and control, but also by the needs of cash flow management. The use of the transfer pricing method in transactions between manufacturing enterprises and a trading company is a powerful means of redistributing finances within the holding company (we will talk about the tax aspects of this method later)
It is possible, although not necessary, to create a separate purchasing (supply) company specializing in the purchase of raw materials for the holding's enterprises. Transfer prices may also apply between this firm and manufacturing plants. Further, often a separate management company is created within the holding company, which takes on the functions of the executive body of all or some of the holding organizations. Service companies may also be created to provide certain services to other enterprises of the holding. Thus, one accounting organization can maintain accounting for all Russian enterprises of the holding. Due to this, not only uniformity of accounting is ensured and the manageability of the holding as a whole is increased, but serious savings in accounting costs can also be achieved.
The main element of the Russian part of the scheme is the Russian holding company. Theoretically, it would be possible to do without it by transferring shares (shares) of all Russian divisions directly to a foreign holding organization. However, as a rule, the presence of a Russian holding organization in the scheme is extremely desirable, and for several reasons. Firstly, the tax legislation of the Russian Federation allows for a tax-free transfer of funds from a parent company to a subsidiary and vice versa (if the share in the capital is more than 50%). However, when transferring funds to a foreign parent organization, this rule does not apply. As a consequence, the tree structure of the holding allows the transfer of financial resources in a tax-free manner from any Russian element to any other Russian element, but only if the parent Russian holding organization is present in the scheme. Secondly, the presence of a Russian holding company consolidates the Russian assets of the holding, which allows, for example, to attract loans from Russian banks on more favorable terms.
As for the foreign part of the holding, in principle, its structure can be very diverse, including, for example, foreign production organizations, etc. However, for holdings with Russian roots, it is more typical to transfer only certain auxiliary functions abroad. In particular, companies are often created abroad to ensure the purchase of goods (raw materials) and the sale of the holding’s products. The principle of their operation is similar to the principle of operation of similar Russian units. In addition, organizations are often created abroad to ensure ownership of the holding’s intellectual property ( trademarks, patents, copyrights), as well as financing firms, whose purpose is to finance the Russian enterprises of the holding through the mechanism of loans. The country of incorporation of foreign divisions of the holding can be chosen with a significant degree of arbitrariness and is often determined by tax considerations.
The main element of the foreign part of the holding is a foreign holding company that owns shares (interests) in the Russian holding organization. The need to create a foreign holding company may be determined by various factors. If the holding has significant foreign assets or a significant part of its business is conducted abroad, then the most important function of the foreign holding organization is consolidation all assets of the holding, both Russian and foreign. If a large foreign company is involved in the holding, it may be desirable for him that the relations between the co-owners of the business are regulated not by Russian corporate law, which is not very clear to him, but by the corporate law of his home country or another country with similar legislation. However, Russian co-owners may also prefer foreign corporate law. Let us remember, for example, that at one time (1997) for privatization Svyazinvest was created in Cyprus consortium with the participation of both Russian and Western investors. Finally, a foreign holding organization can, by mediating the ownership of shares in Russian enterprises, solve problems of asset protection or simply perform image functions.
The foreign holding company is the final node of the entire holding structure; the elements following it (intermediate instruments of ownership) are no longer divisions of the holding itself, but only mediate ownership of the shares of its parent company. Such instruments can be various kinds of offshore and non-offshore organizations, trusts, foundations, etc., for which shares of the parent holding company are registered, if for one reason or another they are not registered in the own name of the final beneficiary - an individual. faces. In this case, control of the parent holding organization is exercised by the beneficiaries through mechanisms of control over their individual ownership instruments.
The arrows indicate the main cash flows of the holding.
Z - purchases from external suppliers
OU - payment for services (management, etc.)
P - sales of products to external consumers
R - Royalty for the use of intellectual property
RVP - settlements for internal supplies (within the holding)
RP - profit distribution
F - financing
The diagram shows current financial transactions (purchase of raw materials, sale of products, payment Royalty etc.), and capital movements (provision of loans and contributions to the authorized capital).
The basis of the financial well-being of the holding is the funds received from buyers of its products. The funds are transferred to the accounts of the trading company (or trading organizations) of the holding. The trading company purchases products sold from the holding’s production organizations; Moreover, settlements for such internal supplies can be carried out at transfer prices, due to which the holding’s profit is accumulated in a trading company, from where it is transferred to the parent holding company for further use. Russian trading companies transfer profits to a Russian holding company, foreign ones - to a foreign holding company.
Similarly, the purchase of raw materials and supplies is carried out in our scheme through separate purchasing organizations, which also distribute their profits in favor of the parent holding organization. Service and management companies distribute their profits (if any) to her. Manufacturing companies distribute their profits in favor of their participants (core subholdings), from which they go to the parent Russian holding organization. Russian enterprises pay for the services of specialized service companies of the holding, and also make licensing payments for the use of intellectual property ().
The organization that owns the intellectual property transfers its profits to the parent foreign holding organization.
The parent foreign holding organization can use the funds received to finance the Russian part of the holding. Due to tax considerations, it is advisable to make direct contributions to capital, as well as replenishment of funds, etc. from the holding company itself, and financing in the form of loans through a separate financing company (or a composite structure of several companies).
Finally, the final chord is the distribution by the parent holding company of the remaining profit (all or part) at its disposal in the form of dividends to its shareholders. If he owns shares through intermediate structures, he has a choice - to receive money into his own accounts or temporarily leave them in the accounts of intermediate structures, which may have implications for his personal taxation.
The issues of taxation and tax optimization of holding operations are extremely complex and cannot be discussed here in any detail. We will provide only a schematic representation of the main tax payments of an international holding. Russian holding companies pay all Russian taxes in the usual way: income tax, VAT, tax for property, unified social tax, etc. The issue of optimizing the taxation of the Russian part of the holding should be considered in conjunction with the general optimization of cash flows, while it is necessary to take into account some specific provisions of the tax legislation of the Russian Federation and the position of the tax authorities. So, the transfer method pricing can, in principle, serve not only for the redistribution of finances within the holding, as discussed above, but also for tax optimization purposes. However, one should keep in mind the provisions of Art. 40 of the Tax Code of the Russian Federation, limiting the tax benefits of transfer pricing, as well as the concept of the “unfair taxpayer” and the sad fate of YUKOS.
When transferring funds abroad, the law in certain cases provides for taxation of income of foreign legal entities. persons at the source of payment. This means that the tax is withheld and transferred to the Russian company - the payer of the income. Thus, when distributing dividends to a foreign parent organization, the Russian company withholds from the amount payment and transfers to the budget withholding tax at a rate of 15%. When transferring interest on loans abroad, a withholding tax is charged at the rate of 20% (of the amount of transferred interest). When transferring Royalties, the withholding tax is also 20%. In addition, Royalties transferred abroad are subject to VAT. The amount of VAT is also withheld from the amount payment by a Russian company, which is then entitled to the corresponding tax deduction. Withholding tax rates can be reduced by a tax agreement, if the Russian Federation has one, with the country of incorporation of the foreign company receiving the income. (The provisions of tax treaties do not apply to VAT.)
Russia has concluded one of the most favorable tax agreements with Cyprus, which not least explains the fact that Cyprus has become a traditional offshore base for Russian business. This means that structures such as an umbrella holding company, a financing company, and an intellectual property holding organization are often created in Cyprus. However, other options are also used: the Netherlands, Luxembourg, etc.
At the same time, trade transactions (including settlements for internal supplies within the holding) are not subject to withholding tax in the Russian Federation. This means that organizations from “classical” offshore zones (British Virgin Islands, etc.) can usually be used as trading and purchasing companies, since there is no need for a tax agreement with the Russian Federation. At the same time, one should also keep in mind the “anti-transfer” provisions of the Tax Code of the Russian Federation (Article 40).
Further, foreign companies themselves are subject to taxation according to the laws of the country of their registration. For “classic” offshore companies this taxation is zero, but for other foreign elements of the scheme the tax issue deserves the most careful consideration. Note that in many European jurisdictions the law provides holding companies with certain benefits, namely, tax exemption for dividends and capital gains they receive. This explains the possible use of such companies as the head element of a holding.
But for companies that own intellectual property or engage in financing, no benefits are usually provided. In this regard, the issue of optimizing their taxation is acute, for which composite structures are widely used. This means that the rectangle in the diagram can represent not one legal entity, but one or another composite structure: for example, a company in the Netherlands Antilles may own intellectual property, but licenses for the use of intellectual property will be issued through a specially created Dutch organization (this scheme is more rational from a tax point of view).
When foreign companies distribute dividends to their shareholders in the country of registration of the organization, they may, just like in the Russian Federation, be charged withholding tax on dividends. If, when paying dividends from one taxable country to another taxable country, the withholding tax rate is usually reduced by an international agreement between these countries, then when distributing dividends to various types of offshore structures (including “intermediate growth instruments”), the issue of minimizing withholding tax arises extremely acute and has no clear solution. Thus, dividends distributed by a Swiss holding to its shareholders - offshore companies are subject to withholding tax at a rate of 35%.
Finally, the beneficiaries of the holding who receive profits from its structures are subject to taxation on their income according to the laws of the country of which they are residents. Thus, in the Russian Federation, income tax physical persons is charged, as is known, at a rate of 13%, and if this profit represents dividends - 9%. Note that the legislation of many developed countries of the world provides for the possibility of taxation as part of income residents even undistributed (in the form of dividends) income of foreign companies, if the latter are controlled by these residents. In the Russian Federation, however, this is not yet the case. Thus, only the amount actually transferred to the beneficiary - a Russian citizen (no matter to Russian or foreign accounts) will be taxed.
As we can see, there is a fairly wide field of action for international tax planning, that is, legal minimization of taxation of the foreign part of the holding. Due to the correct choice of jurisdictions for registering foreign companies, redistribution of cash flows between them, as well as the use of composite structures, it is possible, as a rule, to significantly reduce the resulting tax losses.
Arrows indicate control relationships. The circles indicate the type of responsibility center.
CD is the income center.
CR is a cost center.
CPU is a profit center.
CI is the center of investment.
As you can see, the control structure largely replicates the ownership structure, although not completely. In principle, the goal of building the corporate structure of the holding was to ensure that it corresponded to the management structure to the maximum extent possible. This makes it possible to naturally regulate relations between management at various levels on the basis of corporate legislation. For example, the general director of a Russian holding company, as the legal representative of the sole shareholder of a specialized subholding, has the right to appoint and remove the latter’s general director.
However, when a management organization is created within the holding, the correspondence between the corporate and management structures is somewhat disrupted. The management company is given control over all or part of the holding's divisions, which may be desirable for reasons of integrity and efficiency of control. At the same time, she is not (more precisely, not necessarily) a shareholder or participant in the holding divisions managed by her. However, in essence, the Russian holding and the management organization constitute a single center of responsibility (its type is an investment center). Often the holding company itself is the managing organization, that is, a separate legal entity is not created to perform this function.
Ultimately, the entire created structure is controlled by the beneficiaries of the holding. It should be noted that the more “multi-story” the structure of the holding is, the more indirect control becomes, the more powers actually go to the managers (Russian part) of the holding. In particular, if there are minority shareholders on the “top floor,” then their ability to influence the substantive part of the business is less, the more “floors” the holding has.
Finalization of the project
The considered standard holding project needs further refinement depending on the tasks set in a particular case. Actually, this is precisely the task of restructuring consultants.
First of all, you should decide on the corporate structure of the holding, that is, throw out the elements that are unnecessary in this case (for example, a financing organization is not needed) or add the missing ones (for example, another “floor” of subholding companies is needed). It is also necessary to select the optimal organizational and legal forms of the legal entities being created, and for foreign companies - also the country of registration. At this stage, considerations of investment transparency and asset protection play an important role.
Next, you need to plan the absolute value of cash flows, based on the specifics of the business, as well as tax considerations. There is quite a significant freedom of maneuver here: for example, the holding’s profits can be redistributed both through dividends and through the transfer pricing mechanism. In general, this problem is a complex optimization problem, but in specific situations it often has more or less obvious solutions.
Finally, the most important part of finalizing the holding project is the creation of its organizational (managerial) diagram. If the large-scale structure depicted in our figure is more or less universal, then the development of a “microstructure” of management is a purely individual task, solved in each case separately, based on specific conditions and requirements.
The task of the founders of the holding (or their consultants) is to, by varying free parameters (relative amounts of cash flows, forms of legal entities, provisions of their statutory documents, etc.) achieve maximum compliance of the entire structure with the requirements stated for it (integrity of control , tax optimization, etc.).
Russian part and foreign part
Let us note the significant differences between the tasks solved when “designing” the Russian and foreign parts of the holding. If for the Russian part the key considerations are, as a rule, the integrity of control, optimization of finances and investment transparency, then in the foreign part the considerations of formalizing relations of ownership and protection of assets, as well as tax considerations, usually come to the fore.
Thus, one of the most important problems in developing the Russian part of the holding is the task of ensuring control of central management over the actions of lower-level managers (in particular, heads of production organizations). Its solution uses such techniques as limiting the powers of the manager by the statutory documents of the unit, appointing the management organization as the sole executive body of the unit (with the issuance of a power of attorney to the actual head), etc.
In the development of the foreign part, a characteristic problem is the choice of optimal jurisdictions for creating the parent holding company and other foreign divisions of the holding. Often this choice is determined purely by tax considerations (for example, a foreign trading company is usually created in some “classical” offshore zone, and the organization for the ownership of intellectual property is in a country that has a favorable tax agreement with Russia). When choosing the country of registration of the parent holding organization, the peculiarities of the corporate legislation of this country are of no small importance, since they regulate the relations between the owners of the holding, the rights of minority shareholders, etc.
In conclusion, we emphasize once again that the considered “project” of the holding is not completely ideal, but combines various “types of ideality.” That is, it contains tools designed to solve various problems. If in a given case a particular task is not worthwhile, the presence of a tool for solving it may turn out to be useless or even harmful for solving other problems. Thus, instruments that accumulate profits in foreign structures reduce the investment attractiveness of the Russian part of the holding. Accordingly, the project under consideration should be treated purely creatively, as a cause for thought, and not as a dogma. Having made this reservation, we nevertheless return to the idea that the considered draft project is in many ways universal and represents a healthy basis for starting work on creating an international holding company. It is recommended to entrust the development of the project to the stage of technical documentation (statutory documents of the holding divisions, contract templates, etc.) to specialists.
- (holding company) a joint-stock company that controls other companies, called subsidiaries. The holding, or holding company, owns blocks of their shares (usually a controlling one, but it happens that it is 100 percent, and sometimes only a blocking one... ... Economic and mathematical dictionaryholding- A joint stock company that controls other companies, called subsidiaries. The holding, or holding company, owns blocks of their shares (usually a controlling stake, but it happens that 100 percent, and sometimes only a blocking stake). Possession... ... Technical Translator's Guide
Holding- a company that controls one or more other companies through the shares it owns. Dictionary of business terms. Akademik.ru. 2001 ... Dictionary of business terms
HOLDING- COMPANY company the right to make or reject certain decisions at the general meeting of its participants (shareholders, shareholders) and in its management bodies. Decisions on the presence of a controlling stake are made by the State Committee of the Russian Federation for... ... Encyclopedic Dictionary of Economics and Law
holding- noun, number of synonyms: 5 agricultural holding (1) state holding (1) company (88) ... Synonym dictionary
Holding- A type of entrepreneurship, the essence of which is the acquisition of controlling stakes in various companies in order to establish control over their activities and receive income in the form of dividends. Terminological dictionary of banking and financial... ... Financial Dictionary
Holding- (English holding, from hold) a joint-stock company that uses its capital to acquire controlling stakes in other companies in order to establish control over them. Political science: Dictionary reference book. comp. Prof. Paul Sciences... ... Political science. Dictionary.
holding- (holding company) corporation, company, parent enterprise that manages the activities or controls the activities of other enterprises, companies. In foreign practice, a holding company occupies a leading position due to the possession... ... Dictionary of economic terms
holding- A company that owns a controlling stake in other companies... Dictionary of Geography
You will need
- - permission from the Federal Antimonopoly Service;
- - permission from the State Property Committee;
- - consent of labor collectives of enterprises.
Instructions
A holding is a part of a business association, the participants of which, with formal legal independence, are subordinate to one of the group members - the parent organization that owns a controlling stake in its remaining members.
To create a holding company, obtain the consent of the Federal Antimonopoly Service of the Russian Federation and its territorial bodies. Do the privatization of enterprises that will later be included in the company on a general basis in accordance with the law.
“On the privatization of state and municipal property.”
In the process of creating a holding company, you may encounter some restrictions. established by the “Temporary Regulations on Holdings”. In particular, it is prohibited to create a holding company that owns a controlling stake in companies producing more than 35% of homogeneous or similar products on the market. Creating a holding company is impossible if this step could lead to monopolization of the production of certain types of products.
To transform an enterprise into a subsidiary, obtain the consent of more than half of its workforce. To do this, hold a general meeting and record this decision in the minutes of the meeting.
After this, if we are talking about the privatization of state and municipal property and the creation of a holding company on its basis, submit a proposal for the creation to the State Property Committee and property management committees. In the proposal, indicate the rationale for creating a holding company, its goals and objectives, a list of enterprises that will be included in the future holding, information about the share of products produced by these enterprises on the federal and local markets, and the draft constituent documents of the holding company.
The State Property Committee and the Federal Antimonopoly Service check the submitted documents and give consent to the formation of the holding. However, from time to time the antimonopoly service has the right to check the holding for compliance with antimonopoly legislation and hold the holding’s management accountable for violations of antimonopoly legislation. The preliminary consent of the Federal Antimonopoly Service is also required in the case of creating new legal entities within the holding.
A holding or holding company is a special form of association of capital, an integrated company that is not engaged in production activities, but uses its own funds to acquire controlling stakes in other enterprises in order to coordinate their activities. Entities that unite into holdings have financial and legal independence, but the right to resolve key issues belongs to the holding company.
Instructions
So, this is a system of commercial organizations that includes a parent company that owns a controlling stake in other organizations that are subsidiaries of the parent company. The parent (management) company can both perform production functions and directly manage the holding. A subsidiary will be considered an enterprise whose actions are regulated by the holding company due to the predominance of its share in the authorized capital or in accordance with the concluded agreement.
Holdings are not formed by chance. The purpose of their appearance is to conquer new market sectors and reduce costs. These factors increase its capitalization, to achieve which the effective operation of the entire system of enterprises included in the holding is necessary. At the same time, the value of the holding’s shares grows only if the subsidiaries and the parent organization operate effectively.
A holding can be formed by successive mergers or gaining control over companies that are engaged in the same industry. The main goal of creating such
