Goals of changing the structure of business ownership. Foreign experience of structural reforms and the possibility of its use in Russia. Development of marketing services

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Introduction
1. Structural transformations of enterprises and the need for them
2. The main directions of structural transformations carried out by foreign enterprises
3. Use of foreign experience of structural transformations by domestic enterprises
Conclusion
List of used literature

Introduction

The restructuring of a company is a change in the structure of the company (in other words, the order, location of its elements), as well as the elements that form its business, under the influence of factors either external or internal environment. Restructuring includes: improvement of the management system, financial and economic policy of the company, its operations, marketing and sales system, personnel management.

The main reason why companies seek restructuring is usually the low efficiency of their activities, which is expressed in unsatisfactory financial performance, lack of working capital, and a high level of receivables and payables.

However, successful companies often carry out structural transformations. After all, any modification of the scale of business or market conditions requires an adequate change in the management system and restructuring programs.

Traditionally, the owners and management of the company pursue two goals of restructuring: this is to increase the competitiveness of the company with a subsequent increase in its value. Depending on the company's goals and strategy, one of the forms of restructuring is determined: operational or strategic.

The purpose of the work is to consider the foreign experience of structural transformations and the possibility of its use in Russia.

Objectives of the work: to reveal the essence of structural transformations of enterprises and the need for their implementation; determine the main directions of structural transformations carried out by foreign enterprises and their use in Russia.

1. Structural transformations of enterprises and the need for them

The restructuring of an enterprise is understood as a process associated with a change in strategic concepts and fundamentally important strategic factors of activity.

Strategic concepts are reflected in the choice of the Mission and goals of the enterprise, as well as in its strategies.

Among the fundamentally important strategic factors, the change of which may be the basis for the restructuring of the enterprise, include:

Choice of a new organizational management structure;

Change in the management system;

A radical revision of the composition and percentages in the corporation's business portfolio.

The main tools for carrying out enterprise restructuring are:

Strategic analysis;

Selection of the desired and achievable goals of the organization;

Development of a restructuring strategy.

All of the above is associated with the development of a strategic management plan for the enterprise, on the basis of which a business plan for restructuring is formed.

Structural changes are necessary in order to make the company able to live and develop within the framework of the new task, to increase the efficiency of its work. As a rule, the owner is the initiator of such structural changes.

There are situations when complex structural changes are necessary. The first and most common reason for structural changes is the setting of ambitious goals, when the owners of the company, having achieved certain successes, set the task of qualitative growth and reaching a different level of business development. As a rule, this is associated with an increase in the scale of the business. To achieve this, changes in business technology and organizational structure must follow.

At the same time, a lot of various processes take place, but they serve the same goal - bringing the enterprise to a new qualitative level. For example, the task of a significant increase in market share for a trading company entails both marketing tasks to find new places and quickly launch outlets, and changes in personnel technologies, and new financing and logistics schemes. And it is very important that the changes affect all these processes, otherwise the necessary balance will be disturbed, and the company will not achieve the expected results.

In other words, systemic organizational changes are the restructuring of the entire organization as a whole, and not individual structural components.

The second case of structural changes is the need to create a well-functioning organization from a small family company, which was mainly developed on the enthusiasm of employees, with delimitation of duties between job positions. The goal is to ensure that the work of the organization as a whole does not depend on personal relationships and the enthusiasm of individuals.

Another reason for the need for restructuring is related to the expansion of the company's activities by opening new lines of business. For example, at first the company was engaged in wholesale trade, and later along the way it began to develop a development direction and information consulting. These areas are in no way connected with each other and are united only by belonging to one company or a common owner. Their growth encourages the creation of separate structures from them. In this case, a management company is created that manages all areas of business, within which, in turn, their own management structure is created.

Also, the reason for the restructuring is the merger or acquisition of companies, when two or more organizations should become one. At the same time, they may have their own separate warehouses, different accounting systems, incompatible information systems, etc. But in a business merger, all this must be brought together.

Winding down lines of business may also require restructuring in order to properly end relationships with creditors, suppliers, customers, staff, etc., and this is not an easy process.

The non-commercial purpose of the restructuring may be the owner's departure from the management of the company. To do this, it is necessary to build the entire work of the organization in a different way, to introduce hired management. After all, it is no secret that if the company is managed by the owner, then many issues are resolved by him alone. When the owner leaves the post of leader, he must take care to leave a well-functioning mechanism that would allow effective decisions to be made without his participation, as well as create a mechanism for controlling his business.

Some of the non-commercial goals include the desire to improve the quality of customer service. Profit from this may not increase immediately. Although already for many markets, the quality of service directly affects the profit and competitiveness of the company.

Another non-commercial goal of structural changes is the creation of a personnel reserve. This is important in the event of the possible departure of key figures who are "tied" to vital business processes: the presence of "understudies", or strong deputies, for key managerial positions is an important factor in business stability. Also, this goal is important when it is clear that the existing managers "will not pull" the new tasks assigned to the company. Such managers need to prepare a replacement. And someone has to do this. There is a need for a structure that would solve the problem of training a personnel reserve. It is good if this task is solved not only by the personnel service, but also by the first person of the organization, and maybe external companies, outsourcing companies.

2. The main directions of structural transformations carried out by foreign enterprises

The range of means and methods used in the framework of restructuring programs is very wide. It includes simple activities, and long-term complex programs. Moreover, in accordance with the direction and effectiveness of the impact, the methods of restructuring are subdivided for the purposes of the study into internal and external.

External methods of restructuring involve the participation of factors and resources of the external environment of the enterprise in the course of restructuring. Internal methods suggest that the restructuring process is carried out at the expense of internal factors and enterprise resources.

Researchers who consider the methodological apparatus of restructuring, as a rule, disclose both external and internal methods, assuming that internal methods are a more detailed disclosure of external methods of restructuring.

At the state level, the largest methods of restructuring are nationalization and privatization. Nationalization in the general sense is a mechanism for the transfer of property to the state. Privatization essentially means the transfer or sale of state property into private hands.

I.I. Mazur and V.D. Shapiro distinguish the following directions (options, methods) of restructuring, based on the criterion of "voluntary" ("compulsory"):

1) voluntary restructuring - (reorganization and restructuring by improving the structure and functions of management, technical and technological aspects, financial and economic policy, etc., by reengineering business processes; ABC / AVM - methodology, "just in time" methods, methodology of general quality management, methods of knowledge management and other methods that allow solving this problem.

2) forced restructuring (privatization, nationalization, restructuring provided for by the bankruptcy legislation, restructuring in the manner prescribed by the antimonopoly legislation).

M.D. Aistova details the external cost methods of restructuring and proceeds from the selection of the criterion of "object of restructuring" and fixes: debt restructuring, asset restructuring, identifies the following methods within the framework of these areas: structural transformation of a foreign enterprise

During reorganization: splitting, mergers, acquisitions, bankruptcy;

In case of debt restructuring: deferment of debt, installment of accounts payable, debt, debt conversion, sale of debt obligations, purchase of debts, exchange of accounts payable for receivables (netting);

When restructuring assets: the sale of surplus assets, the acquisition of property necessary for the development of new products in exchange for the sale of assets that were not needed for the production of discontinued products, a change in the ratio between the real and financial assets of the enterprise due to the replacement of one of them with others, etc. Separately, he highlights the reengineering of the enterprise.

The studies of M.D. Aistova, based on the "coverage" criterion, the author identifies methods of restructuring depending on the chosen strategies for expanding or reducing the business. As part of the expansion strategy, the author indicates: mergers, acquisitions, purchase of property, lease of property, leasing of property, privatization. As part of the reduction strategy: division, separation, sale of property, reduction of equity capital, leasing of property, creation of a subsidiary, transfer of assets free of charge, transfer of property against liabilities, conservation of property, liquidation of the enterprise.

The main methods of external restructuring in order to increase the value of the business are: expansion (merger, accession); reduction (separation, selection); transformation of share capital.

Methods of restructuring such as mergers and acquisitions, as well as technologies for their implementation are discussed in detail in the work of J. Van Horn, J. Vakhovich, such as initial public offering, purchase of assets, purchase of shares.

In addition to the above methods, corporate restructuring also includes: strategic alliances, the sale of part or all of the company, the creation of a subsidiary (spun off), as well as the acquisition of a company using borrowed funds (LBO).

Restructuring methods aimed at changing the business infrastructure are among the most difficult in terms of implementation. Contrary to popular belief, it is possible to achieve the target state of the business infrastructure not only through M&A transactions (mergers and acquisitions) or changes in the ownership structure. The same goal can be achieved through strategic alliances and outsourcing ( tab. one).

Table 1. Methods for changing business infrastructure

	Possible targets
Mergers and acquisitions	Core business growth, achieving economies of scale
	Acquisition of strategic suppliers and customers
	Redistribution of costs and risks of managing between structures located in different countries or taxation zones
Change of ownership structure	Streamlining the ownership structure, achieving transparency, structuring assets according to the principle of belonging to a product group, territory, industry, etc.
	Complication of the ownership structure, achieving opacity, for example, to hide the true owners and make it difficult for hostile takeovers, transfer of the tax burden, etc.
	Creation of new and liquidation of old business facilities
Strategic alliances	Reducing management risks, division and coordination of labor
	Access to new markets, new resources and technologies
Outsourcing	Focusing on core business and competencies, getting rid of non-core assets
	Transferring costs to a non-core supplier
	Transfer of risks of non-core activities to competing suppliers

These methods have significant limitations that make them difficult to apply in Russia's dynamic economy. Here are the main ones:

1. Shortage of qualified lawyers in corporate and tax law (Russian and international).

2. Insufficiency of legislative regulation: lack of a satisfactory legislative framework, law enforcement practice, publicly recognized mechanisms for the implementation of existing laws.

3. Criminalization of the economy.

4. Inability and fear to cooperate. In Russia, as in any country with a young market economy, the entrepreneurial (entrepreneurial) style of management prevails, implying the concentration of powers in one place. There is no question of any delegation of authority (for example, decision-making, performance of supervisory functions). “Withdraw money from all over the meadow” - this is how one entrepreneur defined his strategy, and the vast majority adheres to the same point of view. In Russia, there is virtually no practice of concluding, observing and conscientiously fulfilling long-term contracts, without which neither mutually beneficial strategic alliances nor effective outsourcing are possible.

5. Small planning horizons. Strategic alliances and outsourcing are at least unprofitable in the short term. The real economic effect from such methods of restructuring can be obtained in two or three years, and domestic management is still afraid of the unpredictability of the state, although Russia's macroeconomics has objectively stabilized. In addition, strategic alliances and outsourcing of non-core activities provide relatively low profitability, which makes them unattractive in the rapidly growing Russian market.

Restructuring is not easy: you can take a company to new heights, or you can cause irreparable damage to it. The main thing in the process of restructuring is logic and common sense, everything else is just a help in this hard and painstaking work.

3. Use of foreign experience of structural transformations by domestic enterprises

Considering the methods of restructuring insolvent enterprises, it should be noted that the choice of method largely depends on the stage and depth of the crisis. In accordance with the legislation on insolvency (bankruptcy), the following procedures are used in relation to the debtor's enterprise, which, in the framework of the methodology of this study, are methods of restructuring: reorganization, liquidation, settlement agreement.

Reorganization procedures include: external management of the debtor's property; sanitation.

Fig.1. External methods of restructuring

Liquidation procedures in the process of bankruptcy proceedings include: forced liquidation of the debtor's enterprise by decision of the arbitration court; voluntary liquidation of the debtor's enterprise under the control of creditors.

Considering the methods of restructuring from the standpoint of the cost approach, financial restructuring is singled out separately, within the framework of which the following areas are distinguished:

Vertical restructuring;

Horizontal restructuring;

Corporate restructuring.

The methods of vertical restructuring are: sale of equipment with its lease back; financing through securities; franchising; subcontract work; vertical disintegration.

Horizontal restructuring can increase the value of business units in the following ways: acquisitions or joint ventures, offering additional shares; sale of a business unit, division of the company into several independent companies, liquidation of individual business segments; an agreement to change the capital structure of the company by obtaining a loan (for example, by issuing bonds and using the funds received either to pay a special dividend or to buy back shares from shareholders.

Corporate restructuring is carried out by changing ownership within the parent company. Methods of corporate restructuring include methods of strategic restructuring. Methods of corporate restructuring are: new forms of capital; seeking cooperation (within the group companies or other companies); sale of shares; vesting employees with shares at the expense of borrowed funds; buyout of part of the companies, or buyout of the company in full; strategic merger or complete sale; complete liquidation or crushing;

Methods from the standpoint of the cost approach should also include methods for restructuring the elements that form an enterprise: methods for restructuring assets and methods for restructuring liabilities.

Depending on possible actions with objects subject to restructuring, restructuring methods are combined into the following groups: 1) methods associated with the alienation of an asset; 2) methods associated with fixing the asset on the balance sheet.

It should be noted that among the methods proposed by Western authors there are a number of methods that can only take place in Western practice, which is primarily due to the specifics of the legislative and other regulatory framework.

Thus, it should be emphasized that the legal framework for restructuring in Russia is still being formed. In modern Russian legislation, there is no concept of “business”, enterprises are considered as property complexes, and, accordingly, legally, the object of restructuring is not a business as such, although in fact, from the standpoint of world practice, it is business that most often acts as an object of restructuring.

As a positive example, we can cite the experience of restructuring RAO Rosneftegazstroy (former Minneftegazstroy of the USSR), a leading oil and gas construction company that built the entire powerful pipeline system of the country and, before the reform of the Russian economy, was, in fact, a monopoly in the field of oil and gas construction. To carry out the restructuring, a special committee was organized from the company's specialists and third-party specialists.

As part of the restructuring, based on comprehensive diagnostics, a strategic program was developed to transform the company into an international production and investment holding, including a single corporate center and a complex of strategic business centers (business units and legally independent subsidiaries) specializing in certain strategic business areas and key areas of activity .

The restructuring initially affected all aspects of activity, taking into account the competitive market environment, including the fundamental reform of the organizational structure, the expansion and diversification of areas of activity, the transformation of the management system, the use of international financial accounting standards and work with banks, permanent staff development, integrated marketing of oil and gas and industrial and civil construction, management of ongoing projects, their engineering and consulting support.

The main goal of the restructuring was to form a new strategic image and structure of RAO Rosneftegazstroy as a leading international holding company for oil and gas construction, concentrating the functions of strategic and financial management, marketing of the contract market, development of foreign economic activity and relations with state and industry authorities, meeting modern tasks of implementation large-scale oil and gas projects in Russia and abroad, integration into the economy of the world community, as well as ensuring the stability of the company's profitability indicators.

The leading principle of the strategic development of RAO "Rosneftegazstroy" was the transition from the strategy of making managerial decisions as a reaction to current problems (survival strategy) to management based on analysis and forecasts (offensive, innovative strategy).

This made it possible to carry out the main restructuring measures in a relatively short period of time (about two years). The company has a clear understanding that restructuring is not a one-time event, but a long, purposeful process that requires significant costs, but also brings a significant "dividend" as a result of thoughtful and, most importantly, implemented actions.

Restructuring at the moment would be beneficial for a huge number of Russian enterprises. Of course, not in the sense that they really need to reduce the tax burden and economic risks, but this can be done in parallel with the solution of the main task - increasing the protection of business from the threat of a hostile takeover.

Conclusion

Enterprise restructuring is a wide range of measures aimed at improving economic efficiency and market competitiveness. Being essentially a process of market adaptation of real sector entities, restructuring can be carried out in two fundamentally different ways.

First, the problems of restructuring can be solved directly at the micro level of the economy, i.e. individually at each enterprise, mainly through the targeted selection of strategic investors who are able to provide the necessary capital and bring modern management experience.

The second is that restructuring can be the result of system-wide changes in the economy (primarily property relations) carried out quickly and comprehensively. At the same time, the search for the final effective owners is redirected to the capital markets. Potential investors independently form blocks of shares of privatized companies of interest to them on the stock markets or participate in tenders for the sale of such shares and fulfill the appropriate investment and social conditions (for example, invest a certain amount of funds in restructuring, create a certain number of jobs, etc.). In the course of market reforms in countries with economies in transition, both paths of restructuring are used.

List of used literature

1. Aistova M.D. Enterprise Restructuring: Management Issues. Strategies, coordination of structural parameters, reduction of resistance to change. - M.: Albina Publisher, 2017. - 287p.

2. Baranenko S.P., Shemetov V.V. Strategic stability of the enterprise. - M.: ZAO Tsentrpoligraf, 2015.

3. Grushenko V.I., Fomchenkova L.V. Choosing an enterprise restructuring strategy in the context of the economic crisis // Management in Russia and abroad. - 2017. - No. 1. - P.24-28.

4. Zharovskaya E.P. Anti-crisis management: textbook / Ed. E.P. Zharovskoy, B.E. Brodsky. - M.: Omega - L, 2017.

5. Mazur I.I., Shapiro V.D. Restructuring of enterprises and companies. /I.I. Mazur, V.D. Shapiro; Under the general editorship of I.I. Masuria. - M.: CJSC "Publishing House" Economics ", 2017.

6. Tutunjyan A.K. Enterprise restructuring in the transition to a market economy: problems of theory and practice. - M .: CJSC "Publishing House" Economics ", 2016.

7. Fomin Ya.A. Diagnosis of the crisis state of the enterprise. Textbook for universities. - M.: Unity - DANA, 2016.

8. Yun G.P., Tal G.K., Grigoriev I.I. External management in an insolvent enterprise: Textbook. - M.: Delo, 2015.

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Targets and goals

Before starting development holding structures, it is essential to step aside from current business problems, no matter how serious they may be, and look at the issue "from a bird's eye view". This means that the initiators of the reorganization must clearly formulate, including for themselves, the goals and objectives for which the reorganization is being undertaken. The whole large-scale structure of the future holding essentially depends on the tasks defined at this stage. As a rule, the main tasks for the solution of which a holding is created are the following (all or some of them).

Creation of a unified system of management and control.
Rational organization of financial flows.
Formalization of ownership relations.
Ensuring investment transparency.
Ensuring asset protection.
Tax optimization.
Reducing the cost of maintaining the holding structure.

The natural end goal is to increase the efficiency of the entire system and, as a result, increase its investment attractiveness, often with an eye to attracting strategic investors or public offerings (IPOs) in Russia or abroad.

Priorities and restrictions

It should be noted that the listed goals and objectives to some extent contradict each other. Thus, considerations of asset protection may suggest the creation of the most opaque ownership structure. However, measures to ensure the confidentiality of ownership inevitably lead to the erosion of the owners' control over the holding structure, and, in addition, the opacity of the ownership structure adversely affects the investment attractiveness of the holding. Considerations of tax optimization may encourage the accumulation of part of the holding's profits in low-tax (offshore) jurisdictions. However, when placing the holding's shares on the Russian markets, investors will, of course, be primarily interested in the profit of the Russian holding company, and this makes the withdrawal of profit centers abroad undesirable. In addition, excessive enthusiasm for tax optimization is fraught with conflicts with government agencies, which, among other troubles, also leads to a decrease in investment attractiveness. Finally, a holding project that completely satisfies its creators in terms of functional parameters may turn out to be too costly to be recognized as cost-effective.

Thus, it is not enough just to announce the list of goals and objectives. It is necessary to determine their relative priority, so that it is clear to what extent it is permissible to solve one of the tasks at the expense of partially solving the other.

In addition, there are usually certain restrictions on the range of possible solutions. These restrictions can be both objective and subjective. For example, the creators of an international holding may prefer one or another jurisdiction to create a parent holding company due to purely image considerations (for example, not Cyprus, but the Netherlands).

Technical task

Usually when creating any large-scale holding structure business is not possible without the involvement of external consultants. In order to obtain clear advice from consultants, it is necessary to ensure that they understand exactly what is required of them. This means that customers (as a rule, together with the consultants themselves) must draw up a “terms of reference” for consulting work, that is, in this case, a detailed description of the requirements and wishes for the holding being created. However, even if the development of the entire structure is carried out by their own legal department, it is still extremely desirable to have a formalized statement of the problem to be solved - if only to make sure that management and lawyers speak the same language.

Such terms of reference, in addition to the aforementioned "bird's eye view", should contain fairly detailed information about the current state of affairs of the holding and prospects for the future, as well as specific requirements for the structure being created as a whole and for its individual elements. So, in order to plan the optimal structure of the financial flows of the holding being created, it is necessary to know, at least in general terms, what these flows are now: in connection with what types of activities and from which groups of counterparties income is received, for what needs and in favor of which suppliers expenses are incurred, what part of the profit goes to reinvestment, what part is distributed in favor of the owners, what are the volumes of borrowings, etc. To reduce the tax burden, it is also necessary to delve into the essence of the ongoing business in order to understand what mechanisms of legal tax minimization are applicable in this case. To optimize management and control, it is necessary to understand to what extent the central management intends to give freedom of action to the heads of individual divisions of the holding (or vice versa, to limit their powers). To develop an optimal ownership structure, one needs to know how many owners the holding currently has, what the nature of the relationship between them is (and what it may become in the future), whether it is planned to attract additional investors and on what terms. To develop mechanisms for protecting assets, one should first of all decide who or what to protect against: from the intrigues of competitors, the destructive actions of minority shareholders, unfounded tax claims, etc.

Only after answering such questions does a sound basis appear for starting work on planning the actual corporate structure of the future holding, that is, determining what legal entities it will consist of and what relations these entities will be interconnected with.

The task must also reflect the time aspect, that is, the expected dynamics of business development (in the short, medium and long term): the expected change in financial flows, shifting priorities, etc. This will allow you to draw up a certain time schedule for the reorganization.

Elements

Any holding company is made up, in general, of typical elements: various kinds of legal entities, which are among themselves in one way or another (namely, in ownership and contractual relations). The choice of organizational and legal forms of such legal entities is generally not rich. In Russia, these are only LLCs, CJSCs and OJSCs, for foreign elements of the scheme the diversity is somewhat greater: depending on the provisions of the law of specific jurisdictions, various forms of companies (companies, corporations) or partnerships can be used. However, the main differences are not in the organizational and legal form, but in the functional purpose of one or another element of the scheme. Perhaps the main functions of the divisions of a typical holding include the following (for definiteness, let's assume that we are talking about a production holding).

Production.
Marketing.
Sales of finished products.
Supply of raw materials and supplies.
Financing of divisions of the holding.
Ownership of shares (shares) of other holding companies.
Owning intellectual property (and accumulating royalties).
Management of other organizations of the holding.
Provision of services to other organizations of the holding (legal, accounting, provision of personnel, etc.).

Naturally, various functions can, in principle, be combined in one element. Thus, the parent holding company, which owns shares in other divisions of the holding, may also perform the functions of a financing and management company. A manufacturing company may well also carry out settlements with suppliers and buyers. However, in many cases it is desirable to separate these functions by distributing them to different elements of the holding. The desirability of such separation may be due to management considerations (distribution of responsibility), as well as logistical, tax, etc.

Responsibility Centers

Holding structure in a corporate sense (what legal entities it consists of) should be distinguished from its organizational structure in a managerial sense. In this last sense, the elementary cells of the holding are not legal entities, but the 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 a legal entity (then the manager is the head of such a legal entity), but not always. So, one manager can control the activities of several legal entities at once, which are only formally independent; then they constitute one center of responsibility. And, vice versa, within the same legal entity, several responsibility centers (for example, several branches or divisions) headed by different managers can coexist.

Responsibility Centers It is customary to classify according to the criteria that are used to assess the effectiveness of the activities of the relevant units.

Revenue center (a unit that specializes specifically in generating income, for example, a sales department; the performance criterion is the income received).
Cost center (a unit whose activities do not provide for independent generation of income, for example, a production workshop; the performance criterion is the volume and quality of work).
Profit center (self-supporting subdivision, independently responsible for both their income and expenses; the criterion of efficiency is the profit received).
Investment center (in other words - venture center, in particular, the parent holding company is the center of investment; the efficiency criterion is the return on investment).

One should be aware of some convention of this classification: after all, a unit can perform several functions at once; then the activities of his manager will be evaluated not so straightforwardly, but according to one or another complex criteria. Moreover, in modern management theory, a business process is often considered as a 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 above, albeit somewhat old-fashioned, classification.

Sample project

Despite all the above words about the variety 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, which is more or less universal. This does not mean that this project is suitable for absolutely everyone, but it can be a starting point, a basis for “fitting” to a specific situation. Of course, such a project inevitably has a "large-scale" character, that is, it describes the structure of the holding only in general terms. 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 graphical diagrams. We will consider not a purely Russian, but an international holding, that is, consisting of not only Russian, but also foreign organizations.

Ideal holding: ownership structure

Solid lines indicate ownership relationships: the superior element owns the inferior element (its shares, stakes). We will assume that the superior company owns 100% of the shares (stakes) of the inferior company (with some reservations, see below).

The characteristic features of our ideal holding are the following. Firstly, functional specialization holding elements. A separate company is created for each task (production, trade, ownership, etc.). This approach is driven both by considerations of control (logically, every major responsibility center register as a separate legal entity, thereby bringing the corporate and management schemes of the holding into line), and tax (tax optimization often involves choosing the legal form of the company, its taxation system, and sometimes even the country of its incorporation, depending on the functional purpose companies), as well as asset protection requirements (in the event of the possible bankruptcy of one of the holding’s organizations, the rest will not suffer).

Secondly, the tree structure of ownership. This means that the ownership schema has the form of a "tree" (inverted, according to our drawing): from each node of the schema, several "branches" can emanate, ending in nodes, from which, in turn, "branches" can emanate. The tree structure means no ownership cycles (when companies mutually own each other's shares) and "separately hanging" branches (no connection with the rest of the holding). At the same time, all the property interests of the holding's owners are concentrated at the highest level, that is, in the parent holding company (in our example, a foreign one), but not in individual divisions of the holding. This is the so-called "single share" principle.

Just such structure seems to be optimal from the point of view of ensuring end-to-end control of the owners over all holding structures (we will talk about control issues later). It is also most consistent with the principles of transparency of ownership (which is necessary for investment attractiveness) and provides 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 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 relationships, many of them have shares of minority shareholders who are independent of 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 the establishment of effective control of the owners over their activities. Such an intricate ownership structure is fraught with loss of control and conflicts within the holding. The holding is also becoming more vulnerable to outside attacks through lawsuits from minority shareholders. In view of this, the tree-like structure of the holding should be considered indeed ideal and not deviate from it without sufficiently serious reasons. True, it is impossible to ensure treelikeness in the absolute sense: according to the Russian Civil Code, a society with a single participant cannot be the only participant in another society. Thus, corporate chains with 100% ownership are generally not feasible (within the Russian Federation, at least). This problem, of course, is easily solved by introducing "technical" minority shareholders into the scheme, who own, for example, one share of a company out of a thousand. It is important, however, that this minority shareholder should not be independent of the holding’s management, since, despite a meager share in the capital, he receives quite tangible opportunities for destructive actions in relation to the holding as a whole (in particular, under Russian law, it is precisely such an independent minority shareholder usually has the right to approve so-called related-party transactions).

Let us consider in more detail the individual elements of the above ownership scheme. The property basis of the holding is its production assets owned by individual production organizations. In the case of a diversified holding (for example, some enterprises specialize in construction, and some specialize in mechanical engineering), it is advisable to group the ownership of enterprises of each profile in a separate node - 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. Such a “multi-storey” is dictated, in addition to the above considerations of control and transparency, also by the fact that a holding structured in this way allows the painless alienation of part of the business by simply selling the shares of the sub-holding, as well as attracting an external investor to a certain sector of activity by additional issue of shares of the sub-holding (although the latter and undesirable, as discussed above, from a control integrity point of view).

Typical for production holdings is the creation of a separate trade (sales) organization. The implementation of transactions with the outside world through a specialized organization is due not only to considerations of the distribution of responsibility and control, but also to the needs of managing financial flows. The use of the transfer pricing method in transactions between manufacturing enterprises and a trade organization is a powerful means of redistributing finances within a holding (we will discuss the tax aspects of this method later)

It is possible, although not necessary, to create a separate purchasing (supply) organization specializing in the procurement of raw materials and materials for the holding's enterprises. Transfer prices may also apply in relations between this organization and manufacturing enterprises. Further, a separate management company is often created within the holding, which assumes the functions of the executive body of all or some of the holding's organizations. Service organizations can also be created to provide certain services to other enterprises of the holding. So, one accounting company can keep accounting of all Russian enterprises of the holding. Due to this, not only the uniformity of accounting is ensured and the controllability of the holding as a whole is increased, but serious savings in accounting costs can also be achieved.

The head element of the Russian part of the scheme is the Russian holding company. Theoretically, one could do without it by transferring the shares (shares) of all Russian divisions directly to a foreign holding company. However, as a rule, the presence of a Russian holding company in the scheme is extremely desirable, and for several reasons at once. Firstly, the tax legislation of the Russian Federation allows for 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 company, this rule does not apply. As a result, the tree-like structure of the holding allows the transfer of financial resources in a tax-free regime from any Russian element to any other Russian element, but only if there is a parent Russian holding company in the scheme. Secondly, the presence of a Russian holding company consolidates the holding's Russian assets, which makes it possible, 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 companies, 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 there. The principle of their operation is similar to the principle of operation of similar Russian units. In addition, companies are often set up abroad to ensure ownership of the holding's intellectual property (trademarks, patents, copyrights), as well as financing companies whose purpose is to finance the holding's Russian enterprises through the mechanism of loans. The country of incorporation of the holding's foreign subsidiaries can be chosen with considerable discretion and is often determined by tax considerations.

The head element of the foreign part of the holding is a foreign holding company that owns shares (stakes) in the Russian holding company. The need to create a foreign holding company may be due to various factors. If a holding has serious foreign assets or a significant part of its business is conducted abroad, then the most important function of a foreign holding company is to consolidate all the holding's assets, both Russian and foreign. If a large foreign investor participates 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 native country or another country with similar legislation. However, Russian co-owners may also prefer foreign corporate law. Let us recall, for example, that at one time (1997) a Cypriot consortium was created for the privatization of Svyazinvest, with the participation of both Russian and Western investors. Finally, a foreign holding company can, by mediating the ownership of shares in Russian enterprises, solve the problems of protecting assets or simply perform image functions.

The foreign holding company is the end node of the entire holding structure; the elements following it (intermediate instruments of ownership) are no longer subdivisions of the holding itself, but only mediate the ownership of shares of its parent company. Such instruments can be various offshore and non-offshore companies, trusts, funds, etc., for which the 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. In this case, the control of the parent holding company is exercised by the beneficiaries through mechanisms of control over their individual holdings.

Ideal holding: the structure of financial flows

The arrows indicate the main financial flows of the holding.

Z - purchases from external suppliers

OS - payment for services (management, etc.)

P - sale of products to external consumers

P - royalties for the use of intellectual property

RVP - settlements for domestic supplies (within the holding)

RP - profit distribution

F - financing

The diagram shows both current financial transactions (purchase of raw materials and materials, sale of products, payment of royalties, etc.) and capital flows (provision of loans and contributions to the authorized capital).

The basis of the financial well-being of the holding is the funds received from the buyers of its products. The funds are transferred to the accounts of the trading organization (or trading organizations) of the holding. A trade organization purchases products sold from the holding's production organizations; at the same time, settlements for such internal deliveries can be carried out at transfer prices, due to which the holding's profit is accumulated in a trading organization, from where it is transferred to the parent holding company for further use. Russian trade organizations transfer profits to a Russian holding company, foreign ones to a foreign holding company.

Similarly, the purchase of raw materials and supplies in our scheme is carried out through separate purchasing companies, which also distribute their profits to the parent holding company. Service and management companies distribute their profits (if any) to her. Production organizations distribute their profits in favor of their participants (profile sub-holdings), from which it goes to the parent Russian holding company. Russian enterprises pay for the services of specialized service companies of the holding, and also make license payments for the use of intellectual property (royalties).

The company - the owner of intellectual property transfers its profits to the parent foreign holding company.

The parent foreign holding company can finance the Russian part of the holding from the funds received. Due to tax considerations, it is advisable to make direct investments in 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 profit remaining at its disposal (in whole or in part) in the form of dividends to its shareholders. If the beneficiary holds shares through intermediate structures, he has a choice - to receive money in his own accounts or temporarily leave it in the accounts of intermediate structures, which may be important for his personal taxation.

Ideal holding: tax structure

The issues of taxation and tax optimization of holding operations are extremely complex and cannot be considered here in any detail. We will give only a schematic representation of the main tax payments of an international holding. The Russian organizations of the holding pay all Russian taxes in the usual manner: income tax, VAT, property tax, UST, etc. The issue of optimizing the taxation of the Russian part of the holding should be considered in conjunction with the overall optimization of financial 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. Thus, the transfer pricing method can, in principle, serve not only for the redistribution of finances within the holding, as discussed above, but also for the purposes of tax optimization. However, the provisions of Art. 40 of the Tax Code of the Russian Federation, which limit the tax advantages of transfer pricing, as well as the concept of "unscrupulous taxpayer" and the sad fate of Yukos.

When transferring funds abroad, the law in certain cases provides for the taxation of income of foreign legal entities at the source of payment. This means that the tax is withheld and transferred to the budget by the Russian organization - the payer of income. Thus, when distributing dividends to a foreign parent company, a Russian organization deducts from the payment amount and transfers to the budget withholding tax at a rate of 15%. When transferring interest on loans abroad, a withholding tax is charged at a rate of 20% (on the amount of interest transferred). When transferring royalties, withholding tax is also 20%. In addition, royalties transferred abroad are subject to VAT. The amount of VAT is also withheld from the amount of the payment by the Russian entity, which is then entitled to the corresponding tax deduction. Withholding tax rates may be reduced by a tax treaty, if any, between Russia and the country of incorporation of the foreign company receiving income. (VAT is not subject to tax treaties.)

One of the most advantageous tax treaties Russia has concluded with Cyprus, which, last but not least, explains the fact that Cyprus has become a traditional offshore base for Russian business. This means that structures such as a parent holding company, a financing company, an intellectual property holding company are often established in Cyprus. However, other options are also used: the Netherlands, Luxembourg, Denmark, etc.

At the same time, trading operations (including settlements on domestic deliveries within the holding) are not subject to taxation at source in Russia. This means that companies from “classic” offshore jurisdictions (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 under the laws of their country of registration. For "classic" offshore companies, this taxation is zero, but for other foreign elements of the scheme, the issue of taxation deserves the most careful consideration. It should be noted that in many European jurisdictions, the law provides holding companies with certain benefits, namely, exemption from taxation of dividends received by them and capital gains. This is the reason for the possible use of such companies as the head element of the holding.

But for companies that own intellectual property or are involved in financing, there are usually no benefits. 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 may not represent 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 company (such a scheme is more rational from the point of view of taxation).

When foreign companies distribute dividends to their shareholders in the country of incorporation of the company, just like in Russia, withholding tax on dividends may be levied. 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 offshore structures (including “intermediate holding instruments”), the issue of minimizing the withholding tax is extremely acute and has no unambiguous 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 income from its structures are subject to taxation on their income under the laws of the country of which they are residents. So, in Russia, personal income tax is levied, as you know, at a rate of 13%, and if this income is dividends - 9%. It should be noted that the legislation of many developed countries of the world provides for the possibility of taxation as part of the income of residents, even undistributed (in the form of dividends) income of foreign companies, if the latter are controlled by these residents. In Russia, however, this is not yet the case. Thus, only the amount actually transferred to the beneficiary - a Russian citizen (it does not matter, to Russian or foreign accounts) will be taxed.

As you can see, there is a fairly wide field of action for international tax planning, that is, the legal minimization of taxation of the foreign part of the holding. Due to the correct choice of jurisdictions for the registration of foreign companies, the redistribution of financial flows between them, as well as the use of composite structures, as a rule, it is possible to significantly reduce the resulting tax losses.

Ideal holding: organizational (management) structure

Arrows indicate control ratios. The circles indicate the type of responsibility center.

CSD is the center of income.

CR is the cost center.

CPU is a profit center.

CI is the center of investment.

As you can see, the structure of control largely repeats the structure of ownership, although not completely. In principle, the ideology of building the corporate structure of the holding was precisely 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 law. For example, the general director of a Russian holding company, as the legal representative of the sole shareholder of the profile sub-holding, has the right to appoint and remove the latter's general director.

However, when a management company is created within the holding, the correspondence between the corporate and management structures is somewhat violated. The management company is transferred 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 a member of the holding units she manages. However, in essence, the Russian holding and the management company constitute a single center of responsibility (its type is an investment center). Often the holding company itself is the management company, that is, a separate legal entity is not created to perform this function.

Ultimately, the entire structure created is controlled by the beneficiaries of the holding. It should be noted that the more “multi-storey” 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.

Project development

The considered standard project of the holding needs further refinement, depending on the tasks set in a particular case. Actually, it is precisely in such fine-tuning that the task of restructuring consultants lies.

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, you don’t need a financing company) or add the missing ones (for example, you need one more “floor” of subhousing companies). It is also necessary to choose the optimal organizational and legal forms of the created legal entities, and for foreign companies - also the country of registration. Considerations of investment transparency and asset protection play an important role at this stage.

Next, you need to plan the absolute value of financial flows, based on the specifics of the business, as well as tax considerations. There is quite a lot of room for maneuver here: for example, the holding's profits can be redistributed both through dividends and through the transfer pricing mechanism. In general terms, this problem is the most difficult 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) scheme. If the large-scale structure depicted in our figure is more or less universal, then the development of a “microstructure” of control 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 vary the free parameters (the relative values of financial flows, the forms of legal entities, the provisions of their statutory documents, etc.) to achieve maximum compliance of the entire structure with the requirements stated for it (integrity of control, optimization of taxation, etc.).

Russian part and foreign part

We note significant differences between the tasks solved in the "design" of the Russian and foreign parts of the holding. If for the Russian part the key considerations are, as a rule, the integrity of control, financial optimization and investment transparency, then in the foreign part, considerations of formalizing the relationship of ownership and protection of assets, as well as tax ones, usually come to the fore.

Thus, one of the most important problems in the development of the Russian part of the holding is the task of ensuring control of the central management over the actions of managers of lower levels (in particular, heads of production organizations). Its solution uses such techniques as limiting the powers of the head by the statutory documents of the unit, appointing the management company 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 a parent holding company and other foreign divisions of the holding. Often this choice is determined by purely tax considerations (for example, a foreign trading company is usually created in some “classic” offshore zone, and an intellectual property company in a country that has a favorable tax treaty with Russia). When choosing the country of registration of the parent holding company, the peculiarities of the corporate legislation of this country are of no small importance, since they regulate relations between the owners of the holding, the rights of minority shareholders, etc.

Conclusion

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 this case one or another task is not worth it, the presence of a tool for solving it may turn out to be useless or even harmful for solving other tasks. 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 an occasion for reflection, and not dogma. Having made this reservation, we nevertheless return to the idea that the considered sketch-project is in many respects universal and represents a sound basis for starting work on the creation of an international holding. It is recommended to entrust the finalization of the project to the stage of technical documentation (statutory documents of holding divisions, contract templates, etc.) to specialists.

In the development strategy of the Russian Federation up to 2010, the modernization of the economy is identified as a priority problem. In the past decade of Russian reforms, various goals have been put forward as priorities: denationalization and privatization; financial stabilization, restructuring, market transformation; formation of market infrastructure; the economic growth. Their essence, significance and feasibility are different, but the relationship is obvious: denationalization and privatization are a necessary moment of market transformations; financial stabilization requires an efficient market infrastructure; economic growth must be based on effective enterprise restructuring.

The change in socio-economic systems, which include enterprises of various forms of ownership, or their individual blocks, is ongoing. These changes differ in their depth (shifts in the quantitative characteristics of certain parameters of the system within its former quality or transition to its other qualitative state), in intensity over time and in nature (different rates and speed of changes, their evolutionary or revolutionary type), according to coverage of the elements of the system (changes relate to its individual links or the entire system as a whole, i.e. they are system-wide), in terms of the ratio and role of objective and subjective factors. These changes are an objective process, but they are stimulated and supported by subjective activity, determined by politics.

Recently, the concepts of "reforming" and "restructuring" have been widely used in the Russian practice of economic activity, despite the fact that many researchers or practitioners try to interpret these terms in their own way. As a result, different concepts are often confused or a one-sided interpretation is used.

Formally, a reform can be called an innovation of any content, as a rule, of a progressive orientation.

Reformation(reform, reform policy) - a change in the principles of the enterprise, contributing to improved management, increasing production efficiency and competitiveness of products, labor productivity, reducing production costs, improving financial and economic performance. The main mechanism of the reform is the orientation of the enterprise to the market. In this regard, many companies do their best to optimally and flexibly respond to market needs and their changes. Often this requires, first of all, changes in the organizational structure, i.e. reforming the enterprise management system.

The concept of "enterprise reform" is defined in Decree of the Government of the Russian Federation of October 30, 1997 No. 1373, Order of the Ministry of Economy of Russia of October 1, 1997 No. 188 and annexes to them. Reforming in them is defined as a change in the principles of operation of enterprises, aimed at their restructuring. The "Model (exemplary) program of enterprise reform" refers to the achievement of the goal of reform through the restructuring of the enterprise. At the same time, it is noted that the main directions of reforming enterprises are the following:

– identification and elimination of violated rights of shareholders (for joint-stock companies);

– inventory of property and implementation of restructuring of the property complex of the enterprise;

- market valuation of the company's assets;

- analysis of the position of the enterprise in the market, its financial and economic activities and the effectiveness of enterprise management;

– development of an enterprise development strategy;

- training and retraining of personnel.

From these documents it follows that the process of restructuring concerns only the property complex of the enterprise.

Proposed by I.I. Mazur and V.D. Shapiro's approach to transformations in an enterprise as changes become more complex is the most reasonable, as it is based on the logic of processes and aspects of change objects. The essence of their point of view on the concepts of "reforming" and "restructuring" of an enterprise is to consider the processes of change in enterprises in order of their complexity: reorganization - reformation - restructuring. It follows from this that restructuring includes reforming and reorganization.

Reorganization- restructuring, reorganization of a legal entity (legal entities), which means the termination of the activities of a particular legal entity (entities) without liquidation of affairs and property, followed by state registration of a new legal entity.

Since the structure of the system ensures the preservation of its basic properties under various internal and external changes, the main way (method) of reforming the system is to change its structures - restructuring.

Restructuring should be understood as a complex transformation of an enterprise, which is associated with a change in its inherent structural components - production, information and organizational structures. At the same time, changes are possible in a number of significant structures: ownership, business processes, technological processes, assets and liabilities, personnel, etc. In other words, restructuring may cover the improvement of the structure and functions of management, overcoming the backlog in the technical and technological aspects of activity, the improvement of financial and economic policy and, on this basis, an increase in production efficiency, competitiveness of products, growth in labor productivity, reduction of production costs, improvement of financial and economic results. activities. A characteristic feature of restructuring is the complexity of the ongoing transformations. As a result of restructuring, the state of the enterprise changes and it moves to new operating conditions that correspond to the changed conditions of the external environment.

Enterprise restructuring includes the following:

1) carrying out a set of measures of an organizational, technical, financial nature, allowing the enterprise to restore its competitiveness;

2) complex and interrelated changes in the structures that ensure the functioning of the enterprise as a whole;

3) any changes in production, capital structure or ownership that are not part of the daily business cycle of the company, often resulting in a change in the status of the enterprise;

4) ensuring the efficient use of production resources, leading to an increase in the value of the business.

Enterprise status- the legal status of the enterprise in property circulation, if it is considered as one of the types of organizational and legal form of a legal entity.

Restructuring is understood as a change in the organizational and business structure of an enterprise (assets, property, finance, management, personnel, etc.), as well as the corresponding mechanisms for the interaction of departments and their management systems.

An example is private measures for financial restructuring (for example, debt restructuring) or organizational restructuring (changing organizational and legal forms, organizational structure, reducing the number of hierarchical levels of management, changes in the directions of subordination, coordination, information exchange), improving individual enterprise management systems. Often restructuring involves changing the structure of the share capital, the property complex.

Significant organizational changes as part of the restructuring process include the transformation of production elements, the introduction of new divisions and links, the elimination of low-productivity structural units, the separation of individual industries into independent enterprises, the merger of divisions, the absorption of other enterprises, etc.

Restructuring allows you to harmoniously combine all aspects of the enterprise: a comprehensive optimization of the enterprise functioning system in accordance with the requirements of the external environment and the developed strategy for its development leads to a fundamental improvement in management, increasing the efficiency and competitiveness of production and products based on modern approaches to management, including methodology quality management, business process reengineering, information technology and systems, etc.

Restructuring is associated with an enterprise as a business (economic object), while reforming is more traditionally associated with an enterprise as an economic entity. Reorganization, in turn, is most often understood in a narrower sense of the word - as a structural transformation of an enterprise or group of enterprises.

The reform contains mainly production and economic aspects: a change in the principles of operation of an enterprise helps to improve management, increase production efficiency and competitiveness of products, as well as labor productivity, reduce production costs, and improve financial and economic performance.

The concept of "reforming enterprises" as a set of transformations is illustrated by the proposed M.D. Stork classification of types of transformations at the enterprise depending on the criteria (Table 2).

table 2

Classification of transformations in the enterprise

Criteria	Type of transformation

	Short-term (operational) Long term
Reason for initiation	Preventive (proactive) Crisis (in a crisis)
Transformation level	Area conversions: internal factors external factors
Functional content	Structural Organizational Production managerial Personnel Financial Informational
Type of change strategy	Transformations within: offensive strategy defensive strategy
Change Models	evolutionary revolutionary

The concept of “reforming enterprises” is comprehensive, covering many areas of economic activity (components, options) and its transformations, namely: restructuring, reorganization (spin-off, division, affiliation), change in ownership and production technology, etc. In this regard, today it is necessary to clarify all these concepts and structure them in a single system, since they characterize the entire reform process for the transition to a new level of development of Russian enterprises.

The depth and scale of enterprises' problems may vary and require different approaches to restructuring: an enterprise may either experience an acute shortage of funds and pressure from creditors and be on the verge of bankruptcy, or it may be unprofitable for some time or simply significantly less efficient than with other companies in the same industry. Both the approach to the restructuring process and the range of available constructive solutions largely depend on the state of the company. As a result, three main types of restructuring can be distinguished:

Sanitary restructuring – work to improve troubled companies in order to increase their value in the interests of all stakeholders.

Adaptive restructuring is a set of actions, technologies and tools that allows an enterprise to adapt to market requirements in a short time.

Forward restructuring is a complex transformation of an enterprise, which is associated with a change in its inherent structural components - production, information and organizational structures that contribute to an increase in the value of the business in the future.

Why start a company restructuring
Which restructuring method to choose
How to avoid common mistakes

Under company restructuring managers understand different things: from optimizing the organizational structure to managing non-core assets. In this article, I will try to clarify the goals and methods of restructuring, I will talk about common misconceptions and mistakes of managers.

When resorting to company restructuring

The main goal of the company's restructuring is to bring the business system into a state that meets the claims of the owner. The difficulty lies in the fact that the owners often find it difficult to clearly define their aspirations and in 99% of cases they want "the big green button - clicked and done!".

Evgeny Demin, General Director and owner of SPLAT, shared with us the secrets of promoting the company, even if the market is busy.

Also in the article you will find 4 key competencies of the company that need to be adopted.

Since each case is unique, the range of goals and objectives that restructuring programs are designed to solve is huge. However, there are also unchanging challenges. For example, obtaining a financial and economic result. It can also be the bankruptcy of an asset to write off debts and the tax burden (the simplest), and increasing the transparency of the company to increase investment attractiveness (the most sophisticated). Owners and management formulate such financial and economic tasks quite confidently. To achieve them, consultants and in-house specialists almost always offer clear solutions, usually involving only partial restructuring. A full-scale restructuring is resorted to when simple operational decisions do not suit the owner.

All methods of company restructuring can be conditionally divided into two groups:

aimed at transforming the business infrastructure (asset structure, ownership and property management systems);
aimed at changing the management system (structure of work, divisions, responsibilities, powers, competencies, etc.).

The division is conditional, since the results can intersect, complement and even contradict each other. Each of the methods has its limitations, which I propose to discuss in more detail.

Business Infrastructure Change

Restructuring methods aimed at changing the business infrastructure are among the most difficult to implement. Contrary to popular belief, it is possible to achieve the target state of the business infrastructure not only through M&A transactions (mergers and acquisitions) or changes in the ownership structure. The same goal can be achieved by entering into strategic alliances and resorting to outsourcing (see. tab. one). These methods have significant limitations that make them difficult to apply in Russia's dynamic economy. Here are the main ones:

Shortage of qualified lawyers on corporate and tax law (Russian and international).
Insufficiency of legislative regulation: lack of a sufficient legislative base, law enforcement practice, publicly recognized mechanisms for the implementation of existing laws.
Criminalization of the economy.
Inability and fear to cooperate. In Russia, as in any country with a young market economy, the entrepreneurial (entrepreneurial) style of management prevails, implying the concentration of powers in one place. There is no question of any delegation of authority (for example, decision-making, performance of supervisory functions). “Withdraw money from all over the clearing” - this is how one entrepreneur defined his strategy, and the vast majority adheres to the same point of view. In Russia, there is virtually no practice of concluding, observing and conscientiously fulfilling long-term contracts, without which neither mutually beneficial strategic alliances nor effective outsourcing are possible.
Small planning horizons. Strategic alliances and outsourcing are at least unprofitable in the short term. The real economic effect of such methods of restructuring can be obtained in two or three years, and domestic management is still afraid of the unpredictability of the state, although Russia's macroeconomics has objectively stabilized. In addition, strategic alliances and outsourcing of non-core activities provide relatively low profitability, which makes them unattractive in the rapidly growing Russian market.

Change of management system

With the help of the methods of this group, the principles of management within the company, technologies and methods of carrying out activities are being revised. Powers and responsibilities are distributed in a new way, physical (measurable) benchmarks and the remuneration calculation system are being revised. It is conditionally possible to distinguish three types of methods aimed at changing the management system (see. tab. 2).

Unlike business infrastructure management methods, management system restructuring methods require the involvement of external consultants. Logically, if the full-time employees had sufficient competencies and skills, then reengineering would not be required, the specialists should have already carried out the necessary work themselves.

Disadvantages of indicative methods

The main disadvantage of indicative methods is the danger of excessive formalization. When evaluation criteria are formalized, employees strive to achieve indicators, forgetting about the essence of their activities, even if the indicators contradict business goals. And the point is not that workers stop seeing the forest for the trees, but that the system forces them to do so. I'll give you a real example. The financial and economic services of the largest mining and metallurgical company refused to accept a container ship built abroad, because its capacity exceeded the planned one. The contract provided for the passage of ice with a thickness of 1.5 meters at a speed of two knots, and during sea trials the ship confidently gave three knots. It would seem, rejoice, the ship is going faster, which means it was designed and built with a margin. But the economists, as they say, rested their heads and refused to accept the acceptance of the vessel simply because their economic model floated from the changed speed of ice passage.

Neglect of operational management. This is the second significant drawback of indicative models, caused by the fact that some employees begin to blindly believe in indicators. I oversaw the development and implementation of a Balanced Scorecard (BSC) in a leading financial company. Despite the fact that the method is a strategic management tool, the company's management decided to extend its effect to the work of the entire company. As a result, at the third level of decomposition of indicators, the diagram of connections (formal and weakly formalized) was something remotely resembling torn wads of cotton wool. There were so many of these links that on a printout of the A0 format (120 by 130 cm), some of them could be identified with great difficulty. They tried to fix the situation with the help of a computing system built on SAP solutions, but this only aggravated the situation. SAP offers good solutions, but in this case the system has become so complicated that the developers themselves have ceased to understand where they have what.

There is a danger of going too far when establishing an acceptable level of quality. Often, an expert method is used to determine the quality criteria (on which the statistical processing of data for TQM and SixSigma is based). In other words, quality criteria are determined not on the basis of the wishes of the consumer (it is expensive to find out), but on the basis of the opinion of reputable production workers (it is much cheaper to identify them - their own employees act as experts). Often these are people with a Soviet past who overestimate quality criteria so much that the cost of achieving them makes production inefficient.

Disadvantages of organizational and technological methods

Reengineering is not suitable for all companies. Standardization, "cutting out excess fat", focusing only on productive operations are good where there are repetitive processes that lend themselves to formalization. For example, in industries that use standard technologies and produce mass and long-lived products. Organizational and technological methods have proven themselves well in large manufacturing enterprises with well-defined markets and suppliers producing standard products. Cutting out the excess, keep in mind that after classical reengineering, more than 70% of companies experience difficulties in growth and development in the medium term (three to five years) horizon. Classical reengineering is worth carrying out if you are striving for a short-term (one or two years) economic effect, for example, in order to sell a company at a higher price. For small and medium-sized enterprises that survive on flexibility and mobility, rigid formalization is harmful, it deprives them of their ability to survive 100%.

Organizational and technological restructuring provokes staff turnover. Having formalized and standardized its activities, the company ceases to need specialized specialists. From the point of view of costs and sustainability of the production process, it is not professionals that are more in demand, but computers, robots or low-skilled employees who follow the regulations in a disciplined manner. Employees of enterprises going through formalization procedures understand this very well. As a result, staff turnover increases and the efficiency of the system as a whole decreases.

Disadvantages of humanitarian methods

The main disadvantage is the high degree of social responsibility of the employer. Personnel involved in preparing and making decisions, delving into the goals of the business and considering the problems of the company as their own problems, will not forgive the employer for neglecting their needs. This will be regarded as nothing more than a betrayal. On the other hand, the excessive social responsibility of the company and the softness of the management can lead to the passivity of the staff, social dependency.

Humanitarian methods require high qualifications and an iron will from those who apply them. I'll give you an example. In one of the manufacturing companies there was a personnel problem, not even a problem, but a disaster. People were absolutely not interested in their work. In the spring, workers quit and went to plant potatoes, and in the fall, after harvesting, they returned to the enterprise. The owner of the plant categorically refused to increase the wage fund and regularly changed the General Directors of the plant for the failure of summer targets. A simple and very beautiful solution was found: the workers of all four workshops of the plant received a new uniform, and each workshop had its own color. It was strictly forbidden to walk in other clothes on the territory. The exceptions were management, guests (always in white helmets) and employees returning or going to work. A month later, there was a strict distinction between “friends and foes” according to the color of uniforms, and labor discipline grew. The owner was extremely pleased: even in the city, people began to associate themselves with the plant. The material incentive fund almost did not grow, and the effect was amazing. Labor collectives themselves began to get rid of parasites and drunkards, several qualified specialists returned to the plant. By spring, when it was time to give out a new set of overalls, the owner decided not to waste his money and canceled the color differentiation of the team. In response, the workers created a close-knit and tough factory union, which by the summer forced the owner to raise labor rates. A year later, the plant returned to its former deplorable state: careless work, general slovenliness and social dependency, but now the interests of the workers, even the last drunkards, were protected. As a result, the plant was sold to a new owner, who dispersed everyone and arranged warehouses in all four workshops.

Always Use Common Sense

Finally, I would like to note once again that restructuring is not a goal, but a means. Management must have a clear understanding of what they want to achieve in the end. Restructuring is not easy: you can take a company to new heights, or you can cause irreparable damage to it. One should not blindly follow one method while denying the others - this can lead to the worst consequences. The main thing in the process of restructuring is logic and common sense, everything else is just a help in this hard and painstaking work.

Managers understand different things by restructuring: from optimizing the organizational structure to managing non-core assets. In this article, I will try to clarify the goals and methods of restructuring, I will talk about common misconceptions and mistakes of managers.

When to restructure

The main goal of the restructuring– bringing the business system into a state that meets the claims of the owner . The difficulty lies in the fact that the owners often find it difficult to clearly define their aspirations and in 99% of cases they want the “big green button – clicked and done! ". Since each case is unique, the range of goals and objectives that restructuring programs are designed to solve is huge.

However, there are also unchanging challenges. For example, obtaining financial and economic results. It can also be the bankruptcy of an asset to write off debts and the tax burden (the simplest), and increasing the transparency of the company to increase investment attractiveness (the most sophisticated). Owners and management formulate such financial and economic tasks quite confidently. To achieve them, consultants and in-house specialists almost always offer clear solutions, usually involving only partial restructuring. A full-scale restructuring is resorted to when simple operational decisions do not suit the owner. All methods of restructuring can be conditionally divided into two groups:

aimed at transforming the business infrastructure (asset structure, ownership and property management systems);
aimed at changing the company's management system (structure of work, divisions, responsibilities, powers, competencies, etc.).

The division is conditional, since the results can intersect, complement and even contradict each other. Each of these methods has its limitations, which I propose to discuss in more detail.

Business Infrastructure Change

Restructuring methods aimed at changing the business infrastructure, are among the most difficult to implement. Contrary to popular belief, it is possible to achieve the target state of the business infrastructure not only through M&A transactions (mergers and acquisitions) or changes in the ownership structure. The same goal can be achieved by entering into strategic alliances and resorting to (see. tab. one).

Table 1 - Methods for changing business infrastructure

	Possible targets
Mergers and acquisitions	Core business growth, achieving economies of scale
	Acquisition of strategic suppliers and customers
	Redistribution of costs and risks of managing between structures located in different countries or taxation zones
Change of ownership structure	Streamlining the ownership structure, achieving transparency, structuring assets according to the principle of belonging to a product group, territory, industry, etc.
	Complication of the ownership structure, achieving opacity, for example, to hide the true owners and make it difficult for hostile takeovers, transfer of the tax burden, etc.
	Creation of new and liquidation of old business facilities
Strategic alliances	Reducing management risks, division and coordination of labor
Strategic alliances	Access to new markets, new resources and technologies
Outsourcing	Focusing on core business and competencies, getting rid of non-core assets
	Transferring costs to a non-core supplier
	Transfer of risks of non-core activities to competing suppliers

These methods have significant limitations that make them difficult to apply in Russia's dynamic economy. Here are the main ones:

deficitqualifiedlawyers on corporate and tax law (Russian and international).
Failurelegislativeregulation: lack of a satisfactory legislative base, law enforcement practice, publicly recognized mechanisms for the implementation of existing laws.
Criminalizationeconomy.
inabilityandfearcooperate. In Russia, as in any country with a young market economy, the entrepreneurial (entrepreneurial) style of management prevails, implying the concentration of powers in one place. There is no question of any delegation of authority (for example, decision-making, performance of supervisory functions). “Withdraw money from all over the clearing” - this is how one entrepreneur defined his strategy, and the vast majority adheres to the same point of view. In Russia, there is virtually no practice of concluding, observing and conscientiously fulfilling long-term contracts, without which neither mutually beneficial strategic alliances nor effective outsourcing are possible.
Small planning horizons. Strategic alliances and outsourcing are at least unprofitable in the short term. The real economic effect from such methods of restructuring can be obtained in two or three years, and domestic management is still afraid of the unpredictability of the state, although Russia's macroeconomics has objectively stabilized. In addition, strategic alliances and outsourcing of non-core activities provide relatively low profitability, which makes them unattractive in the rapidly growing Russian market.

Change of management system

Table 2 - Methodschangessystemsmanagement

	Possible targets
indicative (the criteria for achieving results are being revised - performance indicators). Examples: MBO, KPI, BSC, TQM, SixSigma methods	Formalization of control, depersonalization of the control system
	Objective and operational performance assessment (based on real results)
	Distribution of responsibility, unloading of top managers
	Cost optimization
Organizational and technological (reengineering of business processes, changing the principles and technologies of labor distribution). Examples: CRM, ERP, ISO, TMS systems	Rationalization and standardization of activities, increase in labor productivity
	Automation of routine operations
	Reduction of non-production work and expenses
	Minimizing the number of middle managers and reducing the bureaucracy
Humanitarian (the potential of employees is used to the maximum). Examples: TQM, SixSigma, TMS methods, McKinsey and Accenture approaches	Unification of goal-setting throughout the management hierarchy
	Debureaucratization of management
	Development of social partnership in management (involvement of employees in solving fundamental issues)

Disadvantages of indicative methods

The main disadvantage of indicative methods is the danger of excessive formmalization. When evaluation criteria are formalized, employees strive to achieve indicators, forgetting about the essence of their activities, even if the indicators contradict business goals. And the point is not that workers stop seeing the forest for the trees, but that the system forces them to do so. I'll give you a real example. The financial and economic services of the largest mining and metallurgical company refused to accept a container ship built abroad, because its capacity exceeded the planned one. The contract provided for the passage of ice 1.5 meters thick at a speed of two knots, and during sea trials the ship confidently gave three knots. It would seem, rejoice, the ship is going faster, which means it was designed and built with a margin. But the economists, as they say, rested and refused to accept the acceptance of the ship, because the changed speed of the passage of ice required adjustments to their economic model.

neglectoperationalmanagement. This is the second significant drawback of indicative models, caused by the fact that some employees begin to blindly believe in indicators. I oversaw the development and implementation of a Balanced Scorecard (BSC) in a leading financial company. Despite the fact that the method is a strategic management tool, the company's management decided to extend its effect to the work of the entire company. As a result, at the third level of decomposition of indicators, the diagram of connections (formal and weakly formalized) was something remotely resembling torn wads of cotton wool. There were so many of these connections that on a printout of A 0 format (120 by 130 cm), some of them could be identified with great difficulty. They tried to fix the situation with the help of a computing system built on SAP solutions, but this only aggravated the situation. SAP offers good solutions, but in this case the system has become so complicated that the developers themselves have ceased to understand where they have what.

There is a danger of going too far when establishing receptionlow level of quality. Often, an expert method is used to determine the quality criteria (on which the statistical processing of data for TQM and SixSigma is based). In other words, quality criteria are determined not on the basis of the wishes of the consumer (it is expensive to find out), but on the basis of the opinion of reputable production workers (it is much cheaper to identify them - their own employees act as experts). Quite often these are people with a Soviet past who overestimate quality criteria so much that the costs of achieving it make production inefficient.

Disadvantages of organizational and technological methods

Reengineeringfitsnoteveryonecompanies. Standardization, "cutting out excess fat", focusing only on productive operations are good where there are repetitive processes that lend themselves to formalization. For example, in industries that use standard technologies and produce mass and long-lived products. Organizational and technological methods have proven themselves well in large manufacturing enterprises with well-defined markets and suppliers producing standard products. Cutting out the excess, keep in mind that after classical reengineering, more than 70% of companies experience difficulties in growth and development in the medium term (three to five years) horizon. Classical reengineering is worth carrying out if you are striving for a short-term (one to two years) economic effect, for example, in order to sell a company at a higher price. For small and medium-sized enterprises that survive on flexibility and mobility, rigid formalization is harmful, it deprives them of their ability to survive 100%.

Organizational and technological restructuring provokesstaff turnover. Having formalized and standardized its activities, the company ceases to need specialized specialists. From the point of view of costs and sustainability of the production process, it is not professionals that are more in demand, but computers, robots or low-skilled employees who follow the regulations in a disciplined manner. Employees of enterprises going through formalization procedures understand this very well. As a result, staff turnover increases and the efficiency of the system as a whole decreases.

The main goal of restructuring is to bring the business system into a state that meets the claims of the owner. The difficulty is that the owners often find it difficult to clearly define their aspirations and in 99% of cases they want "the big green button - clicked and done!".

Disadvantages of humanitarian methods

The main disadvantage is a high degree of social responsibilityemployer. Employees involved in preparation and decision-making, delving into the goals of the business and considering the problems of the company as their own problems, will not forgive the employer for neglecting their needs. This will be regarded as nothing more than a betrayal. On the other hand, the excessive social responsibility of the company and the softness of the management can lead to the passivity of the staff, social dependency.

Humanitarian methods require from those who apply them a high level oflification and iron will. I'll give you an example. In one of the manufacturing companies there was a personnel problem, not even a problem, but a disaster. People were absolutely not interested in their work. In the spring, workers quit and went to plant potatoes, and in the fall, after harvesting, they returned to the enterprise. The owner of the plant categorically refused to increase the wage fund and regularly changed the General Directors of the plant for the failure of summer targets. A simple and very beautiful solution was found: the workers of all four workshops of the plant received a new uniform, and each workshop had its own color. It was strictly forbidden to walk in other clothes on the territory of the plant. The exceptions were management, guests (always in white helmets) and employees returning or going to work. A month later, a strict distinction between “friends and foes” was outlined according to the color of uniforms, and labor discipline grew. The owner was extremely pleased: even in the city, people began to associate themselves with the plant. The material incentive fund almost did not grow, and the effect was amazing. Labor collectives themselves began to get rid of parasites and drunkards, several qualified specialists returned to the plant. By spring, when it was time to give out a new set of overalls, the owner decided not to waste his money and canceled the color differentiation of the team. In response, the workers created a close-knit and tough factory union, which by the summer forced the owner to raise labor rates. A year later, the plant returned to its former deplorable state: careless work, general slovenliness and social dependency, but now the interests of the workers, even the last drunkards, were protected. As a result, the plant was sold to a new owner, who dispersed everyone and arranged warehouses in all four workshops.

Always Use Common Sense

Finally, I would like to note once again that restructuring is not a goal, but a means. Management must have a clear understanding of what they want to achieve in the end. Restructuring is not easy: you can take a company to new heights, or you can cause irreparable damage to it. One should not blindly follow any one method, denying others - this can lead to the worst consequences. The main thing in the process of restructuring is logic and common sense, everything else is just a help in this hard and painstaking work.

What do owners want?

financial claims. Increasing business profitability, return on investment, increasing personal wealth, etc. status claims. Preservation of power and influence through control of resources and assets. Compliance with external requirements in case the business structure is part of a larger system. Obtaining status in the reference environment, relationships with influence groups, etc.
How to avoid staff flight during a company merger?