Companies that have merged. Thanks to the merger, we receive larger orders than before

1. An enterprise is an independent economic entity created to produce products, perform work and provide services in order to meet social needs and make a profit. The main objectives of the enterprise can be:

    win or hold a large share of any market for their product;

    achieve more High Quality your product;

    to take the leading position in the field of technology in the industry;

    maximize the use of available raw materials, human and financial resources;

    improve the profitability of your operations;

    achieve the highest possible level of employment.

The tasks of the operating enterprise are:

    receipt of income by the owner of the enterprise (among the owners there may be the state, shareholders, private individuals);

    providing consumers with the company's products in accordance with contracts and market demand;

    providing the personnel of the enterprise with wages, normal working conditions and the possibility of professional growth;

    creation of jobs for the population living in the vicinity of the enterprise;

    security environment: land, air and water basins;

    prevention of failures in the work of the enterprise (disruption of supply, release of defective products, a sharp reduction in production volumes and a decrease in profitability).

The most important task of the enterprise in all cases - generating income through the sale of products to consumers(work performed, services rendered). Based on the income received, the social and economic needs of the labor collective and the owners of the means of production are satisfied.

2. When forming goals, any enterprise necessarily analyzes the environment of its existence. Analysis of the organization's environment is the process of identifying critical elements of the external and internal environment that can affect the firm's ability to achieve its goals. When analyzing the environment of a firm, a distinction is made between internal and external environments.

Factors of the internal environment enterprises are personnel, means of production, information and financial resources. The result of the interaction of these factors is the finished product (work performed, services rendered). The internal environment consists of elements, services, departments that are directly involved in the process of production activities and include marketing, management, personnel, organization of the activity process, motivation. Changing these elements to one degree or another determines the activity of the company. These are the elements that the firm directly affects.

Factorsexternal environment enterprises act as consumers of products, suppliers of production components, as well as government agencies and the population living in the vicinity of the enterprise. External environment directly determines the efficiency of the enterprise. The external environment includes suppliers, consumers, the state, competitors, society, nature, financial instruments, fiscal policy. External environment consists of working and general environment.

3. Classification of enterprises

Classification

By the nature of the consumed raw materials

extractive industry enterprises;

manufacturing enterprises

According to the destination of the finished product

producing means of production;

producing commodities

According to the degree of technical and technological commonality

with a continuous production process;

with a discrete manufacturing process;

with the predominance of chemical production processes;

with a predominance of mechanical production processes

Hours of operation throughout the year

year-round action;

seasonal action

By size (by number of employees)

large (over 500 people), medium (from 50 to 300-500 people), small (up to 50 people)

By specialization

specialized, diversified and combined

By the scale of production of the same type of products

mass, serial and individual

According to the methods of organizing the production process

flow, batch and single

According to the degree of mechanization and automation

complex-automated;

partially automated;

complex-mechanized;

partially mechanized;

machine-manual;

By nature of activity

industrial, manufacturing, trade, transport, investment, etc.

According to the degree of coverage of various stages

single-stage, manufacturing of individual parts of products, complex

By the nature of the processing of raw materials

with an analytical production process;

with a synthetic manufacturing process;

with direct production process

4. 1. Partnerships, the participants of which undertake to combine their contributions and act jointly, arose in ancient Rome. This association is characterized by organizational unity based on a common property base. Profit from joint activities is distributed in proportion to the contribution to the common cause. Full partnership is the participants of which (general partners), in accordance with the founding agreement concluded between them, are obliged to engage in entrepreneurial activities, jointly and severally bear subsidiary liability with their property for obligations. Profits and losses of a general partnership are distributed among its participants in proportion to their shares in the capital. The management of the activities of a full partnership is carried out by common agreement of all participants, each of which usually has one vote when resolving issues. The conduct of business can be entrusted on the basis of a power of attorney to specially selected persons. A participant in a general partnership has the right to withdraw from it with the receipt of the value of a part of the property of the partnership, corresponding to a share in the share capital. A limited partnership (limited partnership) is an association in which, along with participants carrying out entrepreneurial activities on its behalf and liable for obligations with their property (general partners), there are one or more participants - investors (limited partners) who bear the risk of losses, associated with activities within the limits of the amounts of contributions made by them, but do not take part in the affairs. A limited partnership is created and operates on the basis of a memorandum of association signed by all general partners. They are also managed. Investors are obliged to make a contribution to the share capital, which is certified by a certificate, but they are not entitled to participate in the management and conduct of the affairs of the partnership, to act on its behalf otherwise than by proxy, to challenge the actions of general partners. The contributor of a limited partnership has the right: to receive a part of the profit due to his share in the share capital; get acquainted with the annual reports and balance sheets of the partnership; at the end of the financial year, withdraw from the partnership and receive your contribution in order; transfer his share in the share capital or part of it to another investor or a third party. A limited partnership is liquidated upon the retirement of all the investors who participated in it and can be transformed into a general partnership. 2. Society with limited and additional liability. 3. Joint stock company. 4. Production cooperative5. State and municipal unitary enterprises.

5. A limited liability company is a company established by one or more persons, the authorized capital of which, in accordance with the constituent documents, is divided into shares of certain sizes: the participants in such a company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of the contributions made. their contributions. Additional liability company - a company founded by one or more persons, the authorized capital of which, in accordance with the constituent documents, is divided into shares of a certain size; the participants in such a company bear joint and several liability for its obligations with their property in the amount of a multiple of the value of their contributions, determined by the constituent documents of the company. Joint stock company - the authorized capital of which is divided into a certain number of shares; members of a joint-stock company (shareholders) are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their shares: open joint-stock company - a company whose members can alienate their shares without the consent of other shareholders; closed JSC - a company whose shares are distributed only among the founders or other predetermined circle of persons. Subsidiary and dependent companies, a business company is recognized as a subsidiary, if another (main) business company or partnership, by virtue of its predominant participation in the authorized capital, or in accordance with an agreement concluded between them, or otherwise, has the ability to determine decisions. A subsidiary company is not liable for the debts of the main company (partnership). A business company is recognized as a dependent company if another participating business company or partnership has more than 20% of voting shares or more than 20% of the authorized capital.

6. Types of business associations:

  • Economic Association

    Intersectoral state associations

    Consortium

  • Syndicate

Cartel is an association, as a rule, of enterprises of the same industry, involving joint commercial activities, i.e. regulation of sales with the help of established quotas, commodity prices, terms of sale. The cartel is characterized by the presence of the following features:

    the contractual nature of the association;

    preservation of the ownership right of cartel participants to their enterprises and the economic, financial and legal independence ensured by this;

    joint activities on product sales which may apply, albeit to a limited extent, to its production.

Syndicate- a kind of cartel agreement, which involves the sale of the products of its participants through a single marketing body created in the form of a joint-stock company or a limited liability company. The members of the syndicate, like the cartel, retain their legal and commercial independence, and sometimes their own sales network, which is closely connected with the syndicate sales office or company. The form of a syndicate is most common in industries with mass homogeneous products: mining, metallurgical, chemical.

Pools also belong to cartel-type associations. pool An association of entrepreneurs is called an association of entrepreneurs, providing for a special procedure for distributing the profits of its participants. The profits of the pool participants enter the “common pot”, and then are distributed among them in a predetermined proportion.

Trust is an association in which various enterprises previously owned by different entrepreneurs merge into a single production complex, losing their legal and economic independence. In a trust, all aspects of the economic activity of enterprises are united, and not just one side, as in a cartel or syndicate. The trust form is convenient for organizing combined production, i.e. association in one company of enterprises of different industries, either representing successive stages of processing raw materials, or playing an auxiliary role one in relation to the other.

Concern-- this is an association of independent enterprises connected through a system of participation, personal unions, patent-licensing agreements, financing, close industrial cooperation.

A concern is usually an association of a production nature, which includes enterprises from different industries, depending on which concerns are in the nature of "vertical" or "horizontal" associations. Vertical association covers enterprises of different industries, the production process of which is interconnected (for example, mining, metallurgical and machine-building). Horizontal associations cover enterprises of different industries that are not related to each other.

The enterprises united in the concern remain legal entities in the form of joint-stock companies or other economic associations, but have a common management carried out by the parent company (holding).

Holding is a "holding" (parent, head) company, which, having a controlling stake in enterprises united in a single structure, ensures their management and control over their activities.

Holding structures are multifactorial complex formations that ensure the consistent integration of production and capital resources, the creation of large-scale differentiated industries focused on the development and implementation of the latest technical solutions, and the implementation of various investment programs.

7. All divisions of the enterprise form its organizational structure. The organizational structure reflects the composition and interaction of all the constituent elements of the enterprise - workshops, sections, services, management apparatus.

The constituent elements of the organizational structure of the enterprise are the organizational structure of enterprise management and its production structure

The organizational structure of enterprise management is a system of management structures, with the help of which the main tasks are solved and the goals of the enterprise are achieved.

The organizational structure of enterprise management corresponds to the scale and functional purpose of managed objects. At large enterprises producing complex types of products, a complex hierarchical management structure is created.

At small enterprises, the simplest organizational structures are created: the head - the executor.

The organizational structure of management within the enterprise is built on the principle of subordination of a lower body to a higher one.

The production units of the enterprise, as well as the forms of relations between them, taken together, constitute the production structure.

The composition of the production structure of the enterprise

The choice of the production structure of the enterprise consists in determining the most appropriate composition of individual production units, establishing their subordination and interconnection.

The main production unit of any industrial enterprise (except for an enterprise with a non-workshop structure) is a workshop. A workshop is an administratively separate subdivision in which certain production processes are performed.

The main ones are the shops in which the products included in the composition of the commercial products of this enterprise are manufactured. There are the following types of main workshops:

1. Procurement (casting, forging and pressing),

2. Processing (machining, woodworking, thermal),

3. Issuers (assembly, test).

Auxiliary workshops include workshops that provide the main production with everything necessary for its normal functioning: tool, repair, energy.

Service farms are engaged in providing certain services to production. These include transport and storage facilities, sanitary facilities (water supply, sewerage, treatment facilities, etc.)

In addition, non-standard equipment workshops are being created at the enterprises, which are engaged in the mechanization and automation of production processes, as well as experimental workshops and laboratories, in which experimental work is carried out to develop new types of products.

Depending on the composition of the workshops, enterprises with a complete and incomplete technological cycle are distinguished.

Large workshops of enterprises consist of production sites, each of which performs either the same type of technological operations or various operations for the manufacture of the same type of product. In accordance with this, equipment of the same name for performing the same type of technological operations or various equipment for the manufacture of the same type of product is concentrated on the site.

The main workshops, in addition to production sites, also include auxiliary sites and various services: equipment maintenance, tool storage, tool sharpening, etc.

Each production site is a collection of jobs. They are the primary link in the production structure. The workplace is understood as a part of the production area on which a worker or a group of workers performs, with the help of appropriate technical means, the operations for manufacturing products or for servicing production, provided for by the technological process.

8. Type of production - the classification category of production, distinguished on the basis of the breadth of the range, regularity, stability of the volume of output of products, the type of equipment used, the qualifications of personnel, the complexity of operations and the duration of the production cycle. Usually distinguish between single, serial and mass production. Individual productionIndividual production is characterized by a wide range of products and a small volume of production of the same products. Patterns either do not repeat or repeat irregularly. Jobs do not have deep specialization. Single production is characterized by the presence of a significant work in progress, the lack of assignment of operations to workplaces, the use of unique equipment, frequent changeover of equipment, high qualification of workers, a significant share of manual operations, overall high labor intensity of products and a long cycle of their manufacture, high cost of products. A diverse range of products makes unit production more mobile and adaptable to fluctuating demand for finished products. Unit production is typical for machine tool building, shipbuilding, the production of large hydraulic turbines, rolling mills and other unique equipment.

Mass production Serial production is characterized by the production of a limited range of products. Batches (series) of products are repeated at regular intervals. Depending on the size of the series, small-scale, medium-scale and large-scale production is distinguished. In mass production, it is possible to specialize individual workplaces for performing such technological operations. The level of production costs is reduced due to the specialization of jobs, the widespread use of labor of medium-skilled workers, the efficient use of equipment and production areas, and the reduction in wage costs compared to unit production. Serial production products are standard products, for example, machines of an established type, produced usually in larger quantities (metal-cutting machines, pumps, compressors, chemical and food industry equipment).

Mass production Mass production is characterized by the manufacture certain types production in large quantities in highly specialized workplaces over an extended period. Mechanization and automation of mass production can significantly reduce the share of manual labor. Mass production is characterized by an unchanged range of manufactured products, specialization of jobs in the performance of one permanently fixed operation, the use of special equipment, low labor intensity and duration of the production process, high automation and mechanization. This type of production is economically feasible with sufficient large volume product release. A necessary condition for mass production is the presence of a stable and significant demand for products. In the context of the economic crisis, mass production becomes the most vulnerable.

Business merger

From the point of view of organizational forms of interaction between enterprises in the sphere of production and circulation, it is necessary to distinguish the following types of their association: cartel, syndicate, trust, concern, conglomerate.

Cartel

A cartel is a form of open or secret contractual relations between independent enterprises, in accordance with which a single price policy is pursued, sales markets are divided, conditions for the mutual exchange of patents, licenses, etc. are agreed. Consequently, the cartel agreements of enterprises directly determine the framework for the market behavior of the partners under the agreement, without affecting their production activities.

Syndicate

A syndicate is a form of association of enterprises in which they retain legal independence in relation to their production activities, but lose it in relation to the sale of their products. In order to sell products, a common office or enterprise is created that sells products. The distribution of income between enterprises is carried out in accordance with the share (quota) of each of them in the total volume of manufactured and sold products. As a rule, enterprises producing homogeneous products are united in syndicates.

Trust

The trust presupposes such an association of enterprises in which they lose their legal and economic independence in the field of both marketing and production. The significance of each enterprise in such an association is determined by the block of shares owned by each of them and in accordance with which the distribution of income between them is carried out. A feature of the trust is that it bears full responsibility with all its property for the results of the economic activity of all its constituent enterprises.

Concern

A concern is such an association of independent enterprises, in which financial control of the parent company is established to some extent. It is responsible for the economic activities of the combined enterprises within the limits of its shareholdings in each of them.

In connection with the process of diversification of production and commercial activities starting from the 60s. Two directions of consolidation of the economic activity of enterprises have been outlined: conglomeratization and diversified concern.

Conglomerate

A conglomerate is a diversified association that arises as a result of the intensive expansion of the parent company into numerous, but little interconnected branches of economic activity. There is no technological and functional unity between the enterprises included in the conglomerate. The expansion of the parent company is carried out by buying up controlling stakes in certain enterprises.

The main features of the conglomerate is, firstly, the absence of an industry core. Secondly, the diversification of the conglomerate is carried out mainly through the absorption, subordination of already functioning enterprises. Therefore, if from the point of view of a conglomerate-type association it is permissible to speak of the diversification of production and marketing, then from the point of view of consumers, such manipulations with enterprises do not lead to tangible changes in meeting their needs. The fact is that enterprises change only owners, while their production programs remain unchanged, and consequently, new goods and services do not appear on the markets, and therefore one cannot speak of a real process of production diversification.

Thirdly, banks and other financial and credit institutions play a leading role in the conglomerate, which carry out the absorption and subordination of enterprises through intensive speculative activity on the stock exchanges, including the issuance of convertible preferred shares and bonds with their subsequent exchange for shares of the acquired firms.

Diversified concern

Diversified concerns are diversified corporations with a complex structure of interrelations between enterprises united by a system of participation, industrial cooperation, patent and license agreements, common research and production and technological programs, and a single system of financing.

Unlike conglomerates, a diversified concern retains a clearly defined industry core of its activities, i.e. has a well-defined industry profile of the final products. Therefore, as a rule, it combines enterprises of related industries that supply the necessary materials and raw materials, components, assemblies, parts, assemblies, which does not exclude the possibility of opening fundamentally new areas of activity. However, this is based on the scientific, technical and production potential of corporations. In a diversified concern, the expansion of the range of goods and services offered occurs, as a rule, due to internal, namely, industrial diversification by deploying detailed and technological specialization, organizing the release of new materials and products.

In a diversified concern, banks or other financial and credit institutions do not play a leading, but a supporting role; they mainly provide financial services to both their own enterprises and enterprises-suppliers and buyers.

Participation system

In order to distinguish the degree of dependence of enterprises that form corporate capital on the parent company or parent company, the criterion of the system of participation is used, according to which enterprises can act in various forms: branches, subsidiaries, branches, associated enterprises.

A branch is an enterprise in which from 95 to 100% of the shares are owned by the parent company. Therefore, we can say that the department is actually devoid of any independence. Subsidiaries include enterprises with a share of the parent company in their capital equal to 50-95%. Branches are such enterprises, 25-50% of the shares of which are in the hands of the parent (parent) company. Associated enterprises are characterized by 10-25% participation of the parent company in their capital.

In turn, subsidiaries can have so-called grandchildren companies, as well as branches, branches, associated enterprises through the participation system can control whole line enterprises in the same way that the parent company controls them. This allows the parent company, with an insignificant controlling stake (3-10%) in the total corporate capital, to keep under financial control a huge number of enterprises located on various levels organizational and economic structure.

In the distant 90s of the last century, there was a change in the course of many companies. The concepts of flexibility and agility receded into the background, and instead of these well-established principles, new ones came: expansion and growth. Absolutely all large companies sought to find an additional source of expansion of their activities. It was during this critical period that the concept of "acquisition and merger of companies" appeared.

To date, the merger of companies is the leading technique successful development own business. Almost all successful companies use it today. And how exactly this process takes place, we will consider below.

What do mergers and acquisitions mean?

Quite often, the concept of "merger" is confused with the concept of "acquisition". In fact, these are completely different concepts, as well as their true meaning. This happens for the reason that a sufficiently large number of corporations do not always voice their true intentions in relation to the object of interest to them.

Absorption

This concept refers to the takeover by a large company of a smaller company. When this process occurs, the small organization that was absorbed by the business shark ceases to exist legally. After this process, it becomes an integral part of one large corporation. But at the same time, the functions of such an organization are preserved. In other words, the field of activity does not change, only the name can be changed.

To date, there are several clear examples absorption. Financing of mergers and acquisitions is carried out by the participants or the state when it is interested in it. The well-known Google at one time absorbed several smaller companies such as Begun, AOL, YouTube. It is worth noting that this is only a small part of the companies that became the property of Google, but as a good example, this is more than enough.

But, as described above, quite often corporate sharks do not want to visually demonstrate the absorption of small firms and can create the so-called appearance of an equal merger. In this case, a merge occurs.

Merger of firms

This concept refers to the general association of companies with equal rights for each. And in this case, it does not matter how large and equal in terms of turnover the firms that have joined together to work together. It is worth noting that real association in practice occurs in very rare cases.

Features of Mergers and Acquisitions

Mergers and acquisitions of companies have their own characteristics, which differ from each other.

In a merger, there is always one dominant company that initiates the process. Such a corporation has a large capital and the necessary capacities. At the same time, if smaller organizations that have decided to merge have shareholders, then they enter the new composition, retaining their shares and rights. In this case, only the name of their company changes for them, and the amount of dividends received remains at the same level.

In a takeover, a corporation that conquers smaller organizations acts as follows. The absorber buys back all the shares of the company from the shareholders who created this enterprise. In other words, people who owned the main share of the capital in the acquired organization, after the sale of their shares, lose all rights after the end of the acquisition procedure.

Reasons for takeovers and mergers

The point of acquisition and merger is to get the maximum amount of all benefits from mutual cooperation. In an example, it looks like this. Two organizations combine their efforts and create one, while they optimize personnel, reduce the number of employees, due to this first step, there is a tangible saving of material resources.

The next step is to increase productivity. In other words, when there is a merger and acquisition of enterprises, then at the same cost, the output is two or even three times greater. As a result, the benefits of mutual cooperation are evident.

The expansion of the market is another huge benefit for both companies, as the so-called coverage area increases by an order of magnitude. And the last advantage from joint cooperation is the improvement of credit conditions that the owners of the combined organization can receive.

It is worth noting that there is a practice of acquiring a company only at the expense of its wide client base. Always, at any time and under any market conditions, the most valuable asset of a manufacturing and marketing company is its customer base. And the thing is that, no matter how good products an enterprise produces, without a sales market, it is a worthless company in terms of turnover.

Therefore, almost always true reason why takeovers and mergers are carried out is the struggle for the market and the possible chance of eliminating a competitor.

But at the same time, it is not always possible to get only bonuses from the merger. Quite often, conflicts occur in new companies, which leads to the collapse and destruction common idea. Therefore, most often before the merger of companies, the parties sign a so-called memorandum.

The financial side of the merger of companies

As a rule, the combination of companies occurs in two ways, namely:

  • purchase of capital;
  • buyback of shares.

When buying capital, the following happens. One company receives for materiel full right own another company. If the buyer purchased only part of the assets from the seller, in such a transaction, the part that the buyer does not own is immediately allocated. This is how takeovers and mergers occur, and it becomes necessary to determine the management measure in relation to the seller.

This method of partial acquisition of the company has another side of the coin. In most cases, even if the purchase of an enterprise has taken place only partially, it is not always possible for shareholders to influence the further course of the company's development. This is due to the fact that such conditions can initially be prescribed for a partial purchase of an organization. And as a rule, ownership of shares does not yet imply the ability to change or make any decisions. The only thing that stocks do is receive dividends.

What does the term "vertical and horizontal type of fusion" mean?

The term "vertical" is used to describe a specific process that occurs when companies merge. In other words, the company that initiated the takeover and merger can build a complete production chain through this procedure. Such a chain will include absolutely the entire technological and commercial process. From the receipt of raw materials, production of products to its sale to the end consumer.

Metallurgical, mining and engineering organizations can serve as a good example.

The term "horizontal" is used when merging enterprises that have a similar field of activity. In other words, the complete coincidence of the entire cycle of work.

What are the ways and formats of the process

Mergers and acquisitions of companies always take place in two main directions, namely:

  • Corporation. This type of merger is characterized by the unification of absolutely all active organizations that were involved in this transaction for synchronous work and obtaining common mutual benefits.
  • corporate alliances. Such a merger or acquisition occurs with one goal and under one condition: the activities of absolutely all participants must be deployed within one specific direction in the business. If there are other, production areas, then the dominant firm is engaged in their development independently. At the same time, this type of business is always separated into a separate structure, which is not related to the corporate alliance, more precisely, to the main activity.

Merge Format

The market for mergers and acquisitions is wide. According to the classics, the merge format is 50*50. But in fact, the experience of many organizations indicates that it is almost impossible to achieve such a merger model. The format refers to the ownership of the merge. Because it can be both national and transnational.

  • National Merger. A group of companies located in the same country decides on joint cooperation.
  • transnational merger. The corporation decides and makes an offer to another, smaller organization for a merger or acquisition. At the same time, a smaller enterprise is located on the territory of another country.

At the same time, there may be several enterprises in which a large corporation is interested, and they may be located in different countries.

The brightest examples

Acquisitions and mergers with impressive bottom line results are not uncommon. More about them. The idea of ​​the acquisition is to increase its competitiveness in the sales market. But for the sake of truth, it is worth emphasizing that world practice is full of cases of complete failure after a perfect merger. Such incidents happened not only with ordinary enterprises, but also with fairly large market players.

If we consider the largest and most successful acquisitions, then we can cite the AT&T division acquired by Comcast Corporation as an example. Such a move helped this corporation become the leader in the cable television market in the United States. It is worth noting that the steps that needed to be taken to conquer the market Olympus cost this corporation a very large amount. But the acquisition strategy, despite the high costs, gave a dizzying result.

In this case, the well-thought-out actions of the corporation immediately led to three big pluses, namely:

  • the main competitor was neutralized;
  • the quality of the service provided has increased;
  • the coverage area of ​​the cable network has expanded.

It was wise decisions and the ability to work as a team that could give such a tangible result in the end.

Sometimes international mergers and acquisitions fail. illustrative example That's AOL. This corporation has merged with another corporation - Time Warner Cable. The cost of such a transaction was fabulous, but at the same time it did not bring the expected result. At the very beginning, such a deal promised great prospects for the future, but as a result, both companies lost their positions as leaders in a specific market.

The main problem turned out to be quite banal and unforgivable in the case of these leaders. The AOL corporation has designated such a failure as a too expensive merger procedure.

This is just a small assessment of mergers and acquisitions that have had a positive or negative result. It is important to understand that such transactions are quite expensive procedures, and it is not a fact that after the operation there will be long-awaited dividends.

How Mergers and Acquisitions Happen in Russia

In our country, and in the CIS countries as well, processes such as mergers and takeovers take place in a slightly different form. It should be noted that the Western market is noticeably the leader in this area. The problem is that all the processes of merging Russian companies have a political connotation. But at the same time, the most common form in which mergers and acquisitions take place in Russia is the integral one.

This form has become widespread partly because of the crisis. Vertical associations solve a critical problem, such as receivables. An important aspect is the fact that with the help of such transactions it is possible to solve production problems. Unfortunately, most of these transactions take place only within the interests of the authorities.

Features of a merger in Russia: what such transactions look like

The peak of such transactions occurred in 2003. At that time, the total combined level reached $23 billion. But just a year later, such activity has fallen sharply.

In our country, the strategy of mergers and acquisitions, as a rule, is as follows: in most cases, the main player is always the government. This is due to the fact that the greatest interest is caused by enterprises that operate in the oil and gas industry. And if we are talking about a foreign enterprise, such corporations in most cases are only interested in gas and oil. And only a few of the foreign investors are interested in the agricultural and food sectors.

As for the question of how such mergers and acquisitions look like in our homeland, let's say this. An example of such transactions is as follows. You should also understand how mergers and acquisitions are funded.

LLC "UMMC-Holding" is a company that was able to lead to the merger of over ten processing enterprises that are engaged in the ferrous and non-ferrous industries. To date, the direct influence of the UMMC extends to 22 organizations located in seven cities of our country. Moreover, UMMC also took over the operating Litaskabelis plant, which is located in Lithuania.

The main goal that was pursued in all these transactions was to increase the share of the enterprise in a specific market. Thanks to the integration, the domestic corporation not only created additional capacities and was able to reduce all investment risks by an order of magnitude. UMMC turned out to be a strong and firmly standing monster for only one reason: the corporation merged only those enterprises whose work was tested by the real market.

Conclusion

The modern economy is precisely the engine through which the mergers and acquisitions of enterprises are put into operation. These processes have a high chance and prospect in the future. But at the same time, such forms of business also have certain risks associated with high hopes and investments. World history economy has a large number of unsuccessful transactions that brought the largest corporations to bankruptcy. But as they say, he who does not take risks does not drink champagne, and this proverb accurately reflects everything that happens in the M&A market.

Associations of enterprises provide for the existence of different ownership, but the types of associations, depending on the goals and organizational forms, may be different.

According to the goals of the association and the degree of independence, the following types of associations are distinguished:

§ Concern - a form of large contractual associations (factories, combines), which use the possibilities of large-scale production.

§ A conglomerate is a diversified association that concentrates the production of a wide variety of goods, many of which have nothing in common with each other.

§ A consortium is a temporary voluntary association of an enterprise to solve specific problems - the implementation of large targeted programs and projects, including scientific and technical, construction, social, environmental, investment.

§ Financial and industrial group

§ Holding - an association of any legal form that owns a controlling stake in other legally independent companies in order to establish dominance and control over them.

§ Corporation

§ Association

§ Intersectoral state associations

§ A cartel is an association of firms in the same industry that enter into an agreement among themselves regarding primarily joint commercial activities.

§ Syndicate - an association of a number of enterprises that manufacture homogeneous products.

§ Trust - an association in which various enterprises that previously belonged to different entrepreneurs merge into a single complex, losing their legal, commercial and economic independence.

§ Pool - an association of cartel-type entrepreneurs, providing for a special procedure for distributing the profits of its participants (in predetermined proportions).

A cartel is an association, as a rule, of enterprises in the same industry, involving joint commercial activities, i.e. regulation of sales with the help of established quotas, commodity prices, terms of sale.

The cartel is characterized by the presence of the following features:

§ the contractual nature of the association;

§ preservation of the ownership right of cartel participants to their enterprises and the economic, financial and legal independence provided by this;

§ joint activities for the sale of products, which may apply, albeit to a limited extent, to their production.

A cartel is an alliance of several enterprises of the same industry, in which its members retain their ownership of the means and products of production, and the created products are themselves sold on the market, agreeing on a quota - the share of each in the total output, on sales prices, distribution of markets, etc. .

A kind of cartel association is a syndicate.

A syndicate is a kind of cartel agreement that involves the sale of the products of its participants through a single marketing body created in the form of a joint-stock company or a limited liability company. The members of the syndicate, like the cartel, retain their legal and commercial independence, and sometimes their own sales network, which is closely connected with the syndicate sales office or company. The form of a syndicate is most common in industries with mass homogeneous products: mining, metallurgical, chemical.

The trust is an association in which various enterprises previously owned by different entrepreneurs merge into a single production complex, losing their legal and economic independence.

A trust is a monopoly in which a given group of entrepreneurs will jointly own the means of production and finished products.

There are two ways to combine into a trust: a direct merger of the assets of individual companies and the acquisition by the parent company of the trust of a share in the share capital of enterprises.

In a trust, all aspects of the economic activity of enterprises are united, and not just one side, as in a cartel or syndicate. The trust form is convenient for organizing combined production, i.e. association in one company of enterprises of different industries, either representing successive stages of processing raw materials, or playing an auxiliary role one in relation to the other.

A financial industrial group (FIG) is one of the types of corporate organization.

Ensuring the monopoly position of large corporations in the world market is facilitated by a high degree of concentration of scientific and technical potential in one hand.

Financial-industrial groups have the following advantages:

· there are new opportunities for the optimal use and redistribution of capital in accordance with the main strategies of the group;

· creating real opportunities for the structural restructuring of the group's production units;

· there is a strengthening of technological links between the various stages - from the extraction of raw materials to the release of final products;

· the prospects for the future development of the company are improved due to the active accumulation of capital for new, innovative projects.

A holding company is an enterprise, regardless of its organizational and legal form, whose assets include controlling stakes in other enterprises. Based on these controlling interests, the holding company influences the decisions of these enterprises.

The advantages of organizing a business in a holding form can be conditionally divided into two groups. The first group is associated with the effect of integration in general, regardless of the form in which it is presented: holding, FIG, simple partnership, since it is clear that in the period of general economic globalization, it is usually less profitable to operate in an autonomous, non-cooperative structure than in an integrated one. . The second group of holding advantages is related to the specifics of this particular form of business association.

The effect of merging business entities into a holding as synergistic effect system lies in the fact that the benefits of the merger are achieved not through arithmetic addition, but by multiplying the capabilities of all organizations that are part of the holding structure. Holdings as a kind of business associations in comparison with non-integrated commercial organizations have the following advantages:

The implementation of the scale of the resources used ( production assets, investment funds, labor resources), including the possibility of attracting qualified managerial, scientific, production personnel;

Minimizing for the participants of the association, in comparison with separate producers that are not included in it, the negative impact of competition, since the participants of the association, as a rule, do not allow mutual competition in the same market;

The possibility of producing competitive products (works, services) due to the creation of a self-sufficient vertically integrated system from the extraction of raw materials to the production of finished products high degree processing;

Significant centralization of capital, which, depending on the economic situation, can "flow" from one area entrepreneurial activity to another;

The possibility of diversifying production to reduce entrepreneurial risks and ensure the specialization of certain types of activities as a condition for their competitiveness;

The combination of production, technical experience and research and development, the possibility of integrating science and production;

The ability to implement a coordinated financial, investment, credit policy;

The image of a large and influential integrated structure;

The possibility of lobbying in legislative and government bodies - flexibility and mobility in the choice of organizational and legal forms of the holding's participants, in the distribution of functions between them, determining the degree of their autonomy;

Ease of procedures for creating and restructuring holdings (lack of registration procedures, business acquisition through the purchase of shares);

Stability and stability (you cannot voluntarily withdraw from the holding);

Limited risk of liability (the parent company is liable for the debts of the subsidiary only in cases established by federal laws);

Distribution of commercial risks (especially for diversified holdings);

The possibility of speculation on the shares of subsidiaries;

Efficiency of financial and tax planning;

Privacy control for business owners at the top of the holding pyramid.

More on the topic Types of business associations:

  1. § 2. Economic legal personality of the enterprises constituting the association
  2. N. B. Mukhitdinov, S. Zh. Shaltakbaev
  3. § 2. Problems of legal regulation of associations of enterprises in the Russian Federation.
  4. § 1. History of legal regulation of associations of enterprises in the industry of the USSR and modern Russia.
  5. § 1. Legal status of association (union) and non-commercial partnership as forms of associations of enterprises in the Russian Federation.
  6. CHAPTER II. FORMS AND STATUS OF ASSOCIATIONS OF ENTERPRISES IN RF.
  7. N.B.MUKHITDINOV AGRICULTURAL AND INDUSTRIAL ENTERPRISES AND ASSOCIATIONS AS SUBJECTS OF THE RIGHT TO USE NATURAL RESOURCES
  8. Topic 4. GROUPS (ASSOCIATIONS) OF ENTERPRISES IN WESTERN COUNTRIES.

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Enterprises are economic agents or persons operating in market economy engaged in the production, sale of goods and services in order to make a profit and maximize it.

A small enterprise is an economic unit characterized by a small number of employees and an insignificant volume of turnover.

Company- an independent business entity with the right legal entity, using material and information resources for the production of products, performance of work and provision of services. They are classified according to the type and nature of economic activity, forms of ownership, ownership of capital and control over it, legal status and other features.

There are the following types of enterprises.

By type of economic activity: production; research and production; construction; transport; agricultural; trade, etc.

By form of ownership: state; municipal; private; owned public organizations; mixed.

By the size of the enterprise (by the capacity of the production potential): small; medium; large.

By ownership of capital: national; foreign; mixed.

By degree of responsibility: full responsibility; with limited liability.

By organizational and legal forms: joint-stock company; limited liability company; additional liability company; general partnership; fellowship of faith; unitary enterprise, etc.

According to the structure of production:

- multidisciplinary;

- highly specialized;

- combined.

By type of product:

- enterprises for the production of goods;

- service providers. In order to expand their capabilities and coordinate activities, enterprises can unite into concerns, trusts, holdings, syndicates, intersectoral associations, etc.

Concern- this is a large association of companies that operate on a voluntary association of the functions of scientific, technical and industrial development, investment, financial, foreign economic and other activities, self-supporting services for enterprises.

Trust- this is a form of associations of enterprises, in which they lose their legal and economic independence, and management is concentrated in the hands of the board or the parent company.

Holding- a company that owns a controlling stake in other firms for the purpose of exercising control and management functions in relation to them.

Syndicate is an association of two or more owners or firms to achieve a specific narrow goal.

In the economy of any country, the dominant position is occupied by large economic complexes, represented by powerful industrial companies, which are often called financial-industrial groups (FIGs).

FIG– an economic association of enterprises, financial institutions and investment institutions, created with the aim of conducting joint coordinated activities.


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