The number of shares that allows you to control the shareholder. Stock market participants and their trading roles

What is the reason for the popularity of shares of open joint-stock companies?

The fact is that in the conditions of the modern world economic system, in the conditions of the current democracy and fierce competition, open joint-stock companies are the most viable and efficient systems that produce goods and provide services. This is confirmed by numerous studies published in specialized books and journals. Who is interested in the stock market?

There are two main groups or structures in the world interested in the stock market. On the one hand, these are the owners of free capital - private investors, management companies, investment and pension funds, insurance companies, as well as other funds and organizations that manage their own free capital or entrusted to them. They are called owners of free capital or investors.

On the other hand, these are the owners or co-owners of open joint-stock companies and their proxies, as well as top managers, whose income is usually tied to the value (capitalization) of the company. We will call them shareholders or owners of shares.

The goal of the former is to invest capital with maximum return or profitability for themselves and their clients. The goal of the latter is to maximize the value or number of shares they own or entrust. They are united by a common interest - increasing their own capital.

The interests of investors and shareholders meet and are satisfied in the stock market, i.e. stock exchanges. The stock exchange ensures the free movement of capital from one enterprise to another.

Transparency and accessibility of information about companies, their production and financial activities, free movement of capital and free circulation of shares on the market create huge opportunities for owners of free capital to choose the most potentially profitable investments. The same factors help shareholders choose who is more expensive to sell their shares to. In addition, if the company's shares are freely traded on the stock exchange, then it has a competitive advantage over companies that do not have a market for their shares. Ceteris paribus, it is easier and cheaper for companies that have a market for their shares to attract credit resources, and blocks of their shares can act as collateral for loans and credits on more favorable terms. Here we come to the participants of the stock market. Let's call them.

Issuer - a stock market participant (state, local administration or joint-stock company) issuing securities in order to attract the necessary funds.

Investor (depositor) - this is a person who invests his own or borrowed funds in projects, assets, including securities. Investors can be individuals, organizations, companies and various funds.

Professional market participants - organizations that ensure the functioning of the securities market. These include:

1. Organizations carrying out trading operations (brokerage firms, investment and management companies, banks, etc.);
2. Organizers of trade (stock exchanges and over-the-counter platforms);
3. Organizations accounting for mutual obligations (clearing companies);
4. Organizations that ensure the movement and fixation of property rights (depositories and registrars).

The activities of all professional participants in the securities market (hereinafter referred to as professional participants) are strictly licensed by the Federal Financial Markets Service of Russia (hereinafter referred to as the FFMS).

All other participants in the stock market, not related to the above organizations, are simply referred to as market participants. Only professional participants in the securities market who have special licenses have direct access to trading on the stock exchange.

Regulatory organizations - state structures providing control over the activities of professional participants and ordinary participants in the stock market. In Russia, such an organization is the FFMS (www.fcsm.ru). Prior to it, these functions were performed by the Federal Securities Commission of Russia (FCSM). The FFMS carries out supervision and monitoring, i.e. checking the activities of all professional participants for compliance with current legislation and violations of the rights of investors. In case of violation or non-observance of the law by professional participants, the FFMS may impose fines, suspend the license, and, if necessary, revoke the license.

The FFMS exercises control over the stock market from above, while such an organization as NAUFOR (www.naufor.ru) exercises control from below, i.e. within the professional participants themselves.

The work of these two organizations is the key to the safe operation of all investors, i.e. us with you. Now consider who may be interested in transactions with shares on the stock exchange.
We will call them participants in stock exchange trading.

Here is an approximate structure of groups of participants in stock exchange trading:

1. Major shareholders (majority shareholders) and their proxies who are members of the Board of Directors of the company and who know almost everything about it;
2. Strategic and venture investors who consider the purchase of company shares as a purchase of a business;
3. Top managers of the company who have complete information about the company;
4. Officials and employees of state authorities, various organizations and their proxies involved in the preparation of laws, projects and other documents and who have exclusive information that may affect the value of the company's shares;
5. Investors who manage blocks of shares. They usually act as speculators. They can be investment funds, management companies, private managers;
6. Investors managing attracted funds. They usually act as portfolio investors. They can be investment funds, non-state pension funds, insurance and management companies, as well as private managers;
7. Investors managing their own or borrowed funds. These include brokerage and investment companies, banks, individuals acting as portfolio investors or speculators who use their own and borrowed funds and assets for trading in the market.

Thus, the list of participants in stock exchange trading in shares is quite large. And each of these groups has its own plans, its own calculation and its own technology of work. Basically, due to different assessments, plans and different awareness of stock market participants, changes or fluctuations in the stock price on the stock exchange occur.

Now we come to the trading roles of stock market participants. All participants in the nature of transactions on the stock exchange can act as "bulls" or as "bears".

"Bull" - a market participant who bought securities, counting on making a profit due to an increase in their market value, i.e., intending to sell them at a higher price. The name "bulls" is associated with the desire of such players to raise the price of "horns".

"Bear" - a market participant who sold securities, counting on making a profit by reducing their market value, i.e., intending to buy them at a lower price. The name "bears" is associated with the desire of such players to "fill up" prices down by hitting them with their paws.

Investors, depending on the trading strategy they use, are divided into strategic or direct investors, venture investors, portfolio investors, equity managers and speculative investors.

Let's consider them in more detail (the names are conditional).

1. Strategic or direct investor , as a rule, is a major shareholder. He may be a member of the Board of Directors and participate in the management of the company. He is interested in the company itself, i.e. its property (assets) and what he can get by managing these assets. He may seek to increase control of the company by buying shares from other shareholders. Usually, a direct investor is interested in the development of the company, in improving the efficiency of its work, in increasing the market value of its shares, so its main role on the stock exchange is the role of a “bull”. He may also transfer his shareholding to the management of a professional or private shareholder. There are cases when a direct investor sought to enrich himself at the expense of other shareholders or to “destroy” a company in order to eliminate a competitor. A striking example of such a situation is the Baltic Shipping Company, which was destroyed by competitors.
2. Venture investor may be a direct or portfolio investor seeking to profit through effective control over the company and the implementation of promising investment projects. Often the ultimate goal of a venture investor is to sell their business or shareholding for maximum profit. Thus, he can play the role of both "bull" and "bear" on the stock exchange.
3. portfolio investor - invests money in shares for an extended period of time, usually from one to four years, and operates with the aim of making a profit by increasing the market value of shares and receiving dividends. On the stock exchange, he plays mainly the role of a "bull".
4. Shareholder - manages blocks of shares for a long period of time (from one to four years). Its purpose is to make a profit by selling shares at a higher price and buying them at a lower price, as well as by receiving dividends. Another goal of the block managers may be to increase the number of shares in the block. He can act on the stock exchange both in the role of “bulls” and in the role of “bears”.
5. Speculative investor - invests his money in shares for a short time (from several hours to several months) and acts with the aim of making a profit by changing the market value of shares. Investors belonging to this group are called traders or asset managers. They are very important for the stock market, as they provide liquidity to this market and create conditions for the work of portfolio investors and equity managers. Without exaggeration, they can be called the builders of the building called the "stock market". Speculative investors use every opportunity to capitalize on the price movement, so they act in the market both in the role of "bulls" and the role of "bears", depending on the situation. However, more often they play the role of "bulls".

You have already learned about the different awareness of stock market participants, and right there it is worth touching on such an important topic as insider information. The saying “information is more valuable than money” is most appropriate for the stock market, since this is where information has tremendous power. All participants in stock exchange trading, depending on the level of their awareness, can be divided into two categories: insiders and outsiders.

Insiders - market participants who, due to their status, official position or family ties, have access to confidential (or, in other words, insider) information, the use of which allows them to have a certain economic advantage in the market. Insiders are able to influence the price of shares on the stock exchange and, thereby, play this or that game on the stock exchange. These include participants in exchange trading from the first to the fourth group (see the list of participants in exchange trading).

Outsiders - market participants who do not have confidential (insider) information capable of influencing the share price. This category includes participants in exchange trading from the fifth to the seventh group (see the list of participants in exchange trading).
Understanding how insiders and outsiders operate in the market, you will be able to analyze certain fluctuations in the price of shares on the stock exchange. Let's summarize all the information about the participants in exchange trading in Table 1 and draw important conclusions.

Table 1 Level of awareness and trading roles of participants in exchange trading

An analysis of Table 1 shows that the stock market is dominated by informed insiders, who cannot be beaten by ordinary investors. However, due to the fact that business owners - insiders, are ultimately interested in the growth of the market value of shares, they often act as "bulls" in the market. This allows simple, uninformed investors to make a profit on the stock market. It turns out that most of the participants in exchange trading are interested in the growth in the value of shares. Knowing this fact alone allows us to understand the essence of the stock market. This is one of the main reasons why stock prices have risen in the past and will continue to rise in the future.

Copyright 2007 Vadim Zverkov - a link is required when publishing

Investors interested in managing the company seek to take possession of a block of shares, the size of which will allow them to block the decisions of other shareholders. How many percent of the shares in the blocking package is a question that worries many investors. In some cases, the owners of a blocking stake have the opportunity not only to block, but also to make strategic decisions regarding the development of the company. This is possible with a sufficient percentage of preferred shares, as well as in other cases.

Shareholding

A block of shares is a set of securities that are issued by JSC and are in the same hands. It is important to take into account the total number of shares issued by the JSC and their ratio among all shareholders. In order to be able to resolve any issues in the board of directors of the company, a sufficient percentage of ownership of the shares issued by this JSC is required. To hold a meeting of shareholders, it is necessary to own at least 5% of the securities.

In addition to ordinary shares, companies have the right to issue preference shares, which differ in that the shareholder who owns them does not have the opportunity to manage the JSC through shareholders' meetings. However, when the company is liquidated, he also participates in voting on various key issues. Owners of preferred shares have a number of other advantages instead of the right to vote:

• receive dividends on their shares, regardless of the profit received by the company;
• have the opportunity to receive part of the property upon liquidation of the joint-stock company in the first place. Only after them the owners of ordinary shares will claim the property.

According to Russian legislation, the share of preferred shares may not exceed 25% of the total volume.

Shareholdings: up to 10%

When owning 1% of the company's securities, an individual gets access to the register of shareholders. The shareholder has the right to view the status of the register on the daily island for profit analysis and further actions to buy or sell securities. All strategic investors start buying securities of any joint-stock company from 1%.

Upon reaching a share of 2%, the shareholder has the opportunity to nominate his own representative to participate in the board of directors. The shareholder also has the opportunity to manage the company, since the board of directors will have to reckon with his vote.

Ownership of 10% gives the shareholder the opportunity to convene an extraordinary meeting of shareholders. Also, the owner of this package has the right to demand audits of the financial activities of the company, and unscheduled ones.

Shareholding sizes: above 20%

In order to acquire a block of shares with a share of more than 20%, it is necessary to obtain permission from the Federal Antimonopoly Service. Upon receipt of a block of shares with a share of more than 20% of the company's securities, the shareholder opens up great prospects and freedom of action in the management of companies.

blocking package

Shareholders often ask themselves: how many shares are in a blocking stake? This is exactly the block of shares, the owner of which has the right to single-handedly block any issue and decision raised for discussion. To do this, the shareholder needs to consolidate in his hands 25% of the securities + 1 share. The owner of a blocking stake is able not only to block significant decisions in the management of the company, but also to make management decisions in general if there is no owner of a controlling stake. Or if the controlling stake is not consolidated in the same hands. Most investors set themselves the task of taking possession of a blocking stake, and not a controlling one.

Controlling stake

A shareholder who wants to receive a controlling stake must consolidate 50% of the securities + 1 share in his hands. The owner, in whose hands the controlling blocking stake is concentrated, is able to make decisions on dividend payments. His opinion is also significant in matters of the strategic direction of the company's development.

What proportion of shares in practice should contain a controlling stake

In theory, as mentioned above, a shareholder needs to own 50% + 1 share in order to consolidate a controlling stake in his hands. However, in practice this number is much lower, and varies in the range of 20-25% of JSC securities. There are also examples in history when a share of 10% was enough for a shareholder to block objectionable decisions and manage the company. This option is possible if one of several conditions is met:

• the company's shares are consolidated in the hands of shareholders who are currently geographically distant from each other, and for this reason, not all of them can attend extraordinary meetings of shareholders on a permanent basis;
• securities holders are passive about attending shareholder meetings;
• part of the issued shares of the company are preferred and therefore do not give voting rights to their owners. In such a case, the proportion of shares held by investors is redistributed.

If there are shareholders at the meeting of shareholders, the total share of which is only 80%, then the value of the blocking block of shares does not start from 25% + 1. It becomes possible to block decisions with a smaller share of securities in the portfolio. Statistics are also observed: the more minority shareholders in the company, the smaller the share of securities for the controlling and blocking stake can be.

Difference between controlling and blocking stakes

From the definition of a blocking and controlling block of shares, it is interpreted that the owner of the controlling block is automatically recognized as the owner of the blocking block.

The owner of the blocking stake has the right to veto the decisions of the rest of the shareholders. However, it is worth noting that the owner of a package with a total share of securities equal to that required for a controlling stake has the opportunity not only to block the decisions of the rest of the shareholders, but also to make decisions on a large number of issues in the management of a joint-stock company, such as the payment of dividends, the direction of development and others

Some issues in the management of JSC, however, require more than 3/4 of the votes of shareholders, namely:

• if the liquidation of the company is being considered;
• if options are considered for merger, reorganization, change of status;
• when reducing the size of the UK (authorized capital) by reducing the so-called nominal value of each share;
• with an increase in the size of the authorized capital;
• when determining the value of the company's shares in the event of upcoming issues;
• when deciding on the purchase by the company of its own shares traded on the stock market;
• if the company plans to carry out a major transaction, the value of which exceeds half the value of the JSC's assets.

In the Russian practice of state participation in the management of enterprises with state-owned shares, there are three main mechanisms:

representation of the interests of the state;

trust management;

the introduction of state blocks of shares in the authorized capital of organizations under the control of the state, including the creation of holding companies.

1. Representing the interests of the state. First form such a representation is Institute of State Representatives in the Management Bodies of Joint-Stock Companies. The institution of state representatives was introduced by Decree of the President of the Russian Federation of June 10, 1994 No. 1200 “On certain measures to ensure state management of the economy”, and an exemplary agreement on representing the interests of the state in the management bodies of joint-stock companies was approved two years later by a decree of the Government of the Russian Federation dated May 21, 1996 No. 625 "On ensuring the representation of the interests of the state in the management bodies of joint-stock companies (economic partnerships), part of the shares (shares, contributions) of which are fixed in federal ownership." And only in 2000-2003, regulations were adopted regulating the procedures for appointing state representatives to the management bodies of joint-stock companies (business partnerships), part of the shares (shares, contributions) of which are fixed in federal ownership, and the use of shareholder rights.

The state manages its shares, and also exercises its rights as a participant in business companies through the institution of its representatives appointed by the Government of the Russian Federation.

The procedure for appointing representatives of the state, their functions, the procedure for making decisions by them, and their reporting are regulated by the Regulation “On the procedure for the appointment and activities of representatives of the Russian Federation in the management bodies and audit commissions of open joint-stock companies created in the process of privatization, whose shares are in federal ownership, as well as in in relation to which a decision has been made to use the special right for the Russian Federation to participate in their management (“golden share”)”, approved by the Decree of the Government of the Russian Federation of March 7, 2002 No. No. 195.

The regulation governs the activities of state representatives in joint-stock companies of federal subordination, in which he owns at least 98% of the shares or a "golden share". At the same time, for other joint-stock companies, there are no regulatory documents of the federal level, and in practice one has to rely on this Regulation, which, in the event of any court cases, turns out to be legally untenable in relation to a joint-stock company, where the share of state-owned shares is significantly lower than 98% .

In accordance with this Regulation, representatives of the state in joint-stock companies may be civil servants, employees of the Federal Agency for State Property Management (Rosimushchestvo) and its territorial branches. Other citizens of the Russian Federation (with the exception of those elected to representative bodies of state power or local self-government) may be representatives on the basis of agreements concluded in the prescribed manner. Representatives of the Russian Federation in the management bodies and audit commissions of joint-stock companies, in respect of which a decision has been made to use a special right (“golden share”), may be exclusively civil servants.

Representatives of the Russian Federation on the board of directors and the audit commission of a joint-stock company, in respect of which a decision has been made to use a special right (“golden share”), are appointed by the Government of Russia on the proposal of the ministry, prepared on the basis of proposals from the federal executive body.

One representative of the Russian Federation may be appointed to the board of directors and the audit commission of a joint-stock company. At the same time, the representative of the Russian Federation on the board of directors of the joint-stock company is included in the quantitative composition of the board of directors.

The task of the representative of the state in the board of directors is to ensure communication between this governing body and the federal body of the state that controls the actions of this joint-stock company.

An agenda is formed for the meeting of the board of directors of the joint-stock company. Unlike other members of the council, the representative of the state, before putting his issues on the agenda, sends his proposals to the appropriate federal executive body, which reports its opinion on the proposals of the representative of the Russian Federation to the body that makes the final decision, and sends the representative of the Russian Federation written directives on these proposals.

After the agenda of the general meeting of shareholders is approved, the representative of the Russian Federation informs the ministry and the federal executive body of its content, and if it contains issues on which the representative of the Russian Federation has the right to veto, he also sends his proposals for its use.

The federal executive body sends written directives to the representative of the Russian Federation on the use of the right of veto. In the absence of written directives, the representative of the Russian Federation acts in accordance with the proposals that he previously sent to higher authorities.

Prior to the meeting of the board of directors, the representative of the Russian Federation sends the agenda of the meeting of the board of directors and his proposals for voting to the appropriate federal executive body.

Based on the opinion of the federal executive body, the representative receives written directives on voting at a meeting of the board of directors. In the absence of written directives, the representative of the Russian Federation shall vote in accordance with the proposals sent by him earlier to the higher bodies.

State management of joint-stock companies, where 98-100% of the shares are fixed in state ownership, is similar to the management of joint-stock companies with a "golden share", except that the federal governing bodies develop instructions for the state representative on the board of directors jointly, and not separately.

Recently, a new product was announced in the real estate market - a buyer's property package. Novostroy-M asked an independent expert Ekaterina Rumyantseva, chairman of the board of directors of Kalinka Group, to comment on the entry of the novelty into the market of new buildings.

The elite residential complex "Vavilovo", built according to the individual project of the architect Erasmus Pepanyan, is located in the south-west of Moscow, in one of the most environmentally friendly and green areas of the capital. This multifunctional complex includes both premium-format residential premises and an office part, the income from its rental will be a source for paying off the costs of apartment owners for the operation of the complex.

"Property package of the buyer" - an unprecedented program for Russia, implemented only in this project. Buying a home gives the owner the right to become a shareholder in the management company - Vavilovo Open Joint Stock Company, which is implementing the project for this residential complex. The total number of company shares is equivalent to the living area of ​​the building. Each buyer receives a block of shares proportional to the area of ​​the purchased apartment. Thus, the entire authorized capital of the management company is distributed among the apartment owners, who will be able to receive not only square meters, but also a source of income to pay off the current costs of operating the complex. And with favorable conditions in the office rental market, a decent additional income, which over time (depending on market conditions, the period can be from 30 years) can exceed the cost of buying a “buyer's property package”, that is, the initial cost of buying an apartment.

Will the "property package" be implemented by other developers? What is the advantage of this proposal, are there any disadvantages?

The idea of ​​making apartment owners shareholders of a management company is not new; it has been discussed on the market for several years. However, there has been no successful experience of its implementation so far. What are the main risks of distribution of shares between the residents of the house? In my opinion, there are three potential problems.

First, when the premises are owned by a large number of people, it is not easy to agree on management. The right to receive income is associated with the need to perform certain duties. It is highly likely that apartment owners who have become shareholders of their management company will get additional serious employment in their free time. They will have to participate in meetings, make decisions on the size of the rental rate, leased space, coordinate tenant candidates. It is difficult to predict the effectiveness of such work, the probability of losses is high.

It is not surprising if, for a part of apartment owners, the time and effort spent will not be justified by the income received. Then they decide to drop the load and sell their shares. In this case, it is possible that in a year or more the traditional control scheme will be established in the residential complex.

Secondly, at the initial stage of construction, there is always a temptation to sell non-residential premises, because they are expensive. In the first months of the project, it is difficult to predict how the financial situation of the developer may change, what the demand will be, and how sales will go. In an unfavorable situation, a good undertaking may not live to see the completion of construction. The economic need may be stronger than the marketing concept.

And, finally, the refusal to sell office space means that the developer will not receive part of the income, will not compensate for a significant portion of its costs. Naturally, he will want to return this money by increasing the cost of the square. meters. It is difficult to predict the consequences of such a decision, but for sure not everyone will want to overpay for apartments due to the (albeit implicit, but quite real) “load” in the form of shares of the management company, someone will doubt the success of this undertaking. As a result, implementation difficulties may arise, and ways to overcome them will have to be found. If the developer announces discounts, this will most likely worsen the profits made. Between such potential problems, he will need to find a balance.

Will the package be in demand among luxury home buyers?

It is quite difficult to accurately assess the economic attractiveness of participation in a joint-stock company managing a residential complex. From open sources it is known that the area of ​​​​office space in the residential complex "Vavilovo" is 10,500 square meters. meters, and the average rental rate - 21 thousand rubles per sq. m. meter per year. There are 257 apartments in the complex - let's assume that this is the number of shareholders, then the gross monthly income on average will be 71.5 thousand rubles per month per shareholder. From it it is necessary to deduct income tax and expenses for the maintenance of premises, which can reduce the final value by half or even more. In addition, it is not clear from which part of the leased space the shareholders will receive income - it is possible that the usable leased area will be less.

However, despite all the potential difficulties and pitfalls, it is worth noting that if the "buyer's property package" demonstrates its viability, it will almost certainly be used by other developers.

A holding company (holding) is a system of commercial organizations that includes a "management company" that owns controlling stakes and / or shares of subsidiaries, and subsidiaries. The management company can perform not only managerial, but also production functions. A subsidiary is a business company whose actions are determined by another (main) business company or partnership, either by virtue of the predominant participation in the authorized capital, or in accordance with an agreement concluded between them, or otherwise (clause 1 of article 105 of the Civil Code; clause 2 Article 6 of the Law on Joint Stock Companies, Clause 2 of Article 6 of the Law on Limited Liability Companies).

Holding companies are emerging all over the world under the influence of integration processes common to all countries. Why do companies unite precisely in a holding, and do not create a concern, conglomerate, trust?

Holdings are formed for a specific purpose. This is, as a rule, the conquest of new market sectors and / or cost reduction. Both of these factors increase the value of the company, its capitalization, and to achieve this goal, the effective operation of the entire system, and not just the management company, is necessary.

It should be noted that the value of the holding's shares also grows only with the effective operation of the entire system (all its parts - the management company and subsidiaries).

Recently, the corporate world has been swept by a wave of consolidations, mergers and acquisitions. Everyone unites: automakers, signalmen, power engineers, computer scientists, financiers.

Let us consider in what ways commercial organizations can unite into holding companies.

(a) Holding companies may be created, for example, by successively acquiring or obtaining control over companies that are united by one type of business (engineering, food industry, agriculture, etc.). This is the so-called "horizontal integration".

The main goal of such holdings is to conquer new market sectors. An example here is the fact that at the beginning of the year, the leaders of the leading British tobacco companies British-American Tobacco (BAT) and Rrothmans International, which rank second and fourth in the world in terms of sales, announced plans to create a single concern that would become the largest global manufacturer of tobacco products. The deal is valued at £13bn. The new company, with total sales of $21.32 billion and a capacity of 1 trillion cigarettes a year, will control about 17% of the global market.

(b) The second way to form holding companies is to combine enterprises with a single technological cycle (from raw materials to finished products). This is the so-called "vertical integration".

The main goal of such a merger is to reduce overall costs, achieve price stability, and increase the value of the company. An example is the merger of a power plant and a coal mine in Primorsky Krai at the end of last year. From the Primorskaya GRES and the Luchegorsky open pit, the LuTEK company was formed, the controlling stake of which went to RAO UES of Russia. The goals of this bold experiment were quite clear - to reduce the cost of electricity (and this is a serious problem in the Primorsky Territory) and to fairly distribute money between power engineers and coal miners. Thanks to this merger, production increased by 6%, the cost of coal decreased by 3%, electricity by 17%, and profit increased by 59%.

(c) Holding companies may also be created by successively creating enterprises and then joining them to the group. This is exactly how the "steel king" Andrew Carnegie acted almost 130 years ago. In his autobiography, he writes that only after the enterprise he created proved to be effective, he included him (in one way or another) in his group.

Such a policy allowed him to avoid large losses in case of inefficient work or bankruptcy of a new enterprise. The McDonald's company also adheres to the tactics of sequential accession. As a contribution, it transfers the trademark, management technology, etc.

(d) In practice, there are examples of merging not only individual commercial organizations, but also holding companies. For example, the merger of a well-known steel concern in Germany and a similar one in the Netherlands was implemented as follows. Their owners: the companies KN Hoogovens NV and Hoesch AG created on a parity basis (50% x 50%) the management company Estel NV, to which they transferred 100% of the shares of the concerns as their contributions.

(e) Multinational and national companies are merged in similar ways. When merging the largest Belgian and Indian beer concerns, the following scheme was implemented. Having established on a parity basis the management company SUN-Interbrew (based on Sun-Brewing), each received a 34% stake. As a contribution to the authorized capital, the Belgians transferred shares of the Rossar and Desna factories, the Stella Artois beer trademark, plus $40 million. Indians - shares of factories and distribution network. In addition, 32% of the shares of the new company will be sold by public subscription.

(f) A significant number of holding companies have also been formed by "dividing" large companies during their restructuring. This method was typical for many Russian enterprises in the early 90s during the transition to self-sufficiency. The transformation led to the creation of a large number of subsidiaries (former industries) with 100% participation of the parent company.

All of the above procedures for the formation of holding companies can be carried out as follows:

By buying shares in the secondary market, which is carried out by a broker;

By exchanging shares specially issued for this purpose by each enterprise. This is exactly what Kakha Bendukidze, general director of Uralmash Plants, did to gain control over Izhora Plants (each group was a holding company). To do this, he carried out an additional issue and exchanged the entire package of the additional issue for the already existing package of Izhora Plants. Due to the difference in the value of the stakes, he gained control of the plant for a small percentage of his shares.

By creating a special management company, where the founders transfer blocks of shares of enterprises that they want to include in the holding. At the same time, the transferred shares of enterprises were exchanged for the issued shares of this company.

By transferring key, for this business, patents, copyrights, know-how (for example, McDonald's).

Recently, in our country, an aggressive method, popular in the West, of gaining control over companies through bankruptcy procedures has begun to be used. "A tough and closed system of redistribution of property has formed on the bankruptcy market," writes Expert. Moreover, you can gain control over a competitor or even buy it by acquiring the debts of this enterprise and taking the necessary actions determined by the bankruptcy law. By the way, the bankruptcy procedure is widely used for transformations and separation of parts of holding structures, alienation of a part of any group with subsequent inclusion in its holding. Let's quote Expert magazine again - "Ninety-five percent of today's bankruptcies in Russia are carried out in order to redistribute property ... and occur as part of the process when any commercial structure builds its vertical ... ". We can recall, for example, Mr. Bykov's attempt to gain control over the entire energy sector of the Krasnoyarsk Territory and his conflict with Governor A.I. Swan.

Judging by the publications of Expert and Kommersant, in Russia this is an almost universal way of acquiring enterprises.

Indirectly, this can be judged by the activity of our legislators, looking through the monitoring of legislation. For example, the last instruction of the Central Bank of the Russian Federation, which regulates the procedure for replacing bank liabilities with their convertible liabilities - the owners of these liabilities can exchange them for shares of the debtor bank, and then sell its property. It should be noted another way of forming holdings (both "from above" and "from below") - the union of producers and financial structures. For example, the purchase by a bank of blocks of shares in enterprises led to the fact that banks began to own blocks of enterprises of different sizes from different industries.

After some time, the banks were forced to create management companies, to which they transferred blocks of shares of enterprises from one type of business, and the "extra" enterprises were forced to "dump". So did the Menatep Bank, Onexim-Bank, etc.

Formation "from below" occurred when industrial enterprises, in order to attract investment and increase attractiveness, together with an investor (often with a group of investors who form a syndicate) created a management company. Shares of shares were determined based on the assessment of the value of enterprises and the shares of investors.

To implement this procedure, a prospectus is prepared and placed: private (as in this case) or open. In contrast to the case of a separate enterprise, a private placement is almost always used to create a holding structure. Mergers, divisions and acquisitions are often carried out in already established and successfully operating holdings.

Holding management

In accordance with the law, the holding, like any joint-stock company, is managed through meetings of shareholders, boards of directors, and executive directorate. However, for holding structures, the main shareholders are clearly defined and it is they who manage (through the management apparatus) the entire group. There are features of the implementation and division into parts of the group of the volume of control procedures. At the highest level of the holding (as well as at all levels of complex holdings), the scope of management functions can vary significantly depending on the legal possibilities and preferences of the owners of each level.

Different types of associations can use different management components. The minimum amount of management (management components) is carried out in the cartel: marketing and business planning, common to all enterprises included in the association; a higher level of management in financial and industrial groups, where, in addition to marketing and business planning, financial management is also carried out; in the syndicate, in comparison with the previous structure, instead of financial management, there are such components as logistics and a single management system for all enterprises included in the association; in industrial and commercial groups, financial management is combined with logistics and a single management structure. The highest level of organization is carried out in the concern, where all the components of management are present: economics, business plan, marketing, accounting, finance, logistics and structures. Moreover, it must be said that the holding in the course of its existence can change the scope of management elements - from a cartel to a concern or vice versa.

Most often, in a complex holding, the number of management functions increases as you move to the lower level of the group.

Formally, the management procedure is determined by law. For many holdings, the main shareholders of the holding's management company have a majority, both at the shareholders' meeting and on the boards of directors, and can carry out all the decisions they need in management.

Recently, in Russia, a popular method in the West has been used to increase manageability by placing top managers in key holding positions. To ensure effective management, various methods of motivating (stimulating) top managers are widely used. Most companies give them a share of the shares, the value of which grows with the efficient operation of the enterprise, and the managers themselves are partners. Another way is suggested by Richard Braley (author of the monograph "Corporate Finance") in his article "Options vs. Limousines". This is an agreement on the right of a manager to buy a certain number of company shares at a fixed price within a certain period of time and sell them at the price of current market quotations (option). In addition to incentives, the conclusion of "hard" contracts between the board of directors (ie key shareholders) and top managers is also practiced, which makes it possible to control their activities.

Thus, the organizational and legal procedures listed above are actively used in Russia as management techniques at all stages and levels of holdings functioning.